MUST DELIVER OR CAUSE TO BE
DELIVERED TO THE COMPANY A WRITTEN NOTICE (THE "PREEMPTIVE REPLY") WITHIN 45
DAYS OF THE DATE OF SUCH PREEMPTIVE NOTICE THAT SUCH EXECUTIVE AGREES TO
PURCHASE THE SHARES OR OTHER SECURITIES OFFERED
11
PURSUANT TO THIS SECTION 10 ON THE DATE OF SALE TO MDCP AND THEIR RESPECTIVE
AFFILIATES. IF ANY EXECUTIVE FAILS TO MAKE A PREEMPTIVE REPLY IN ACCORDANCE WITH
THIS SECTION 10, SHARES OR OTHER SECURITIES OFFERED TO SUCH EXECUTIVE IN
ACCORDANCE WITH THIS SECTION 10 MAY THEREAFTER, FOR A PERIOD NOT EXCEEDING SIX
MONTHS FOLLOWING THE EXPIRATION OF SUCH 45-DAY PERIOD, BE ISSUED, SOLD OR
SUBJECTED TO RIGHTS OR OPTIONS TO MDCP AND ITS AFFILIATES AT A PRICE NOT LESS
THAN THAT AT WHICH THEY WERE OFFERED TO THE EXECUTIVES AND ON SUCH OTHER TERMS
AND CONDITIONS NO MORE FAVORABLE THAN THOSE OFFERED TO THE EXECUTIVES. ANY SUCH
SHARES OR OTHER SECURITIES NOT SO ISSUED, SOLD OR SUBJECTED TO RIGHTS OR OPTIONS
TO MDCP AND THEIR RESPECTIVE AFFILIATES DURING SUCH SIX-MONTH PERIOD WILL
THEREAFTER AGAIN BE SUBJECT TO THE PREEMPTIVE RIGHTS PROVIDED FOR IN THIS
SECTION 10.
11.
COVENANT NOT TO COMPETE.
(A)
IN CONSIDERATION OF THE OPPORTUNITY TO
PARTICIPATE IN THE EQUITY OFFERING OF THE COMPANY, EACH EXECUTIVE COVENANTS AND
AGREES THAT, FOR ONE (1) YEAR AFTER TERMINATION OF SUCH EXECUTIVE'S EMPLOYMENT
WITH THE COMPANY OR ANY OF ITS SUBSIDIARIES, NEITHER EXECUTIVE NOR ANY OF HIS OR
HER AFFILIATES SHALL ENGAGE, DIRECTLY OR INDIRECTLY, IN LINES OF BUSINESS
SIMILAR TO THE BUSINESS OF THE COMPANY OR ANY OF ITS SUBSIDIARIES ANYWHERE IN
THE WORLD. EACH EXECUTIVE AND THE COMPANY AGREES THAT THE FOREGOING COVENANT IS
INTENDED TO PROHIBIT EACH EXECUTIVE FROM ENGAGING IN SUCH ACTIVITIES, AS THE
CASE MAY BE, AS OWNER, CREDITOR (EXCEPT AS A TRADE CREDITOR IN THE ORDINARY
COURSE OF BUSINESS), PARTNER, EXECUTIVE, LENDER, CONSULTANT, OFFICER, DIRECTOR,
MANAGER, EMPLOYEE, CONTRACTOR OR AGENT FOR ANY PERSON, FIRM OR CORPORATION
(EXCEPT (I) WITH RESPECT TO THE COMPANY OR (II) AS A HOLDER OF EQUITY OR DEBT
SECURITIES IN A CORPORATION WHICH HAS A CLASS OF SECURITIES THAT IS PUBLICLY
TRADED ON A STOCK EXCHANGE OR THE RECOGNIZED OVER-THE-COUNTER MARKET, AND THEN
ONLY TO THE EXTENT OF OWNING NOT MORE THAN TWO PERCENT (2%) OF THE ISSUED AND
OUTSTANDING DEBT OR EQUITY SECURITIES OF SUCH CORPORATION).
(B)
EACH EXECUTIVE ACKNOWLEDGES AND AGREES THAT
THE REMEDY AT LAW FOR ANY BREACH, OR THREATENED BREACH, OF ANY OF THE PROVISIONS
OF THIS SECTION 11 WILL BE INADEQUATE AND, ACCORDINGLY, EACH EXECUTIVE COVENANTS
AND AGREES THAT THE COMPANY SHALL, IN ADDITION TO ANY OTHER RIGHTS AND REMEDIES
WHICH THE COMPANY MAY HAVE, BE ENTITLED TO EQUITABLE RELIEF, INCLUDING
INJUNCTIVE RELIEF, AND TO THE REMEDY OF SPECIFIC PERFORMANCE WITH RESPECT TO ANY
BREACH OR THREATENED BREACH OF SUCH COVENANT, AS MAY BE AVAILABLE FROM ANY COURT
OF COMPETENT JURISDICTION. SUCH RIGHT TO OBTAIN EQUITABLE RELIEF MAY BE
EXERCISED, AT THE OPTION OF THE COMPANY, CONCURRENTLY WITH, PRIOR TO, AFTER, OR
IN LIEU OF,