Common use of Covenant Against Competition; Other Covenants Clause in Contracts

Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company is the acquisition, development and ownership of interests in hotel and resort properties including full service hotels and resorts, limited service hotels, extended stay hotels and upper upscale and luxury resorts (such business, and any and all other businesses that after the date hereof, and from time to time during the Term, become material with respect to the Company's then-overall business, herein being collectively referred to as the "Business"); (ii) the Company knows of a limited number of persons who have developed the Company's Business; (iii) the Company's Business is, in part, national in scope; (iii) the Executive's work for the Company and its subsidiaries (and the predecessors of either) has given and will continue to give the Executive access to the confidential affairs and proprietary information of the Company and to "trade secrets", as defined in Section 688.002(4) of the Florida Statutes, the Company and its subsidiaries; (v) the covenants and agreements of the Executive contained in this Section 6 are essential to the business and goodwill of the Company; and (vi) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6. In light of the foregoing, during the Term and (i) in the case of a termination by the Company for Cause, a termination by the Company without Cause, a termination by the Executive without Good Reason or a termination of Executive's employment after non-renewal of this Agreement, for a period of one (1) year and (ii) as to Section 6.1(b) and (d), at any time during and after the Executive's employment with the Company and its subsidiaries (and the predecessors of either), (a) The Executive shall not, directly or indirectly, own, manage, control or participate in the ownership, management, or control of, or be employed or engaged by or otherwise affiliated or associated as an employee, employer, consultant, agent, principal, partner, stockholder, corporate officer, director or in any other individual or representative capacity, engage or participate in any business with assets in excess of $500 million that is in competition in any manner whatsoever with the Business of the Company in any state or country or other jurisdiction in which the Company conducts its Business; provided, however, that, notwithstanding the foregoing, (i) the Executive may own or participate in the ownership of any entity which he owned or managed or participated in the ownership or management of prior to the Effective Date hereof which ownership, management or participation has been disclosed to the Company; and (ii) the Executive may invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (A) such securities are traded on any national securities exchange or the National Association of Securities Dealers, Inc. Automated Quotation System, (B) the Executive is not a controlling person of, or a member of a group which controls, such entity and (C) the Executive does not, directly or indirectly, own one percent (1%) or more of any class of securities of such entity. (b) The Executive shall keep secret and retain in strictest confidence, and shall not use for his benefit or the benefit of others, except in connection with the business and affairs of the Company and its affiliates, all confidential matters relating to the Company's Business and the business of any of its affiliates and to the Company and any of its affiliates, learned by the Executive heretofore or hereafter directly or indirectly from the Company or any of its subsidiaries (or any predecessor of either) (the "Confidential Company Information"), including, without limitation, information with respect to the Business and any aspect thereof, profit or loss figures, and the Company's or its affiliates, (or any of their predecessors) properties, and shall not disclose such Confidential Company information to anyone outside of the Company except with the Company's express written consent and except for Confidential Company Information which (i) at the time of receipt or thereafter becomes publicly known through no wrongful act of the Executive; (ii) is clearly obtainable in the public domain; (iii) was not acquired by the Executive in connection with the Executive's employment or affiliation with the Company; (iv) was not acquired by the Executive from the Company or its representatives or from a third-party who has an agreement with the Company not to disclose such information; or (v) is required to be disclosed by rule of law or by order of a court or governmental body or agency. (c) The Executive shall not, without the Company's prior written consent, directly or indirectly, (i) knowingly solicit or encourage to leave the employment or other service of the Company or any of its affiliates, any employee thereof or hire (on behalf of the Executive or any other person or entity) any employee who has left the employment or other service of the Company or any of its affiliates (or any predecessor of either) within one (1) year of the termination of such employee's or independent contractor's employment or other service with the Company and its affiliates; or (ii) whether for the Executive's own account or for the account of any other person, firm, corporation or other business organization, intentionally interfere with the Company's or any of its affiliates, relationship with, or endeavor to entice away from the Company or any of its affiliates, any person who during the Executive's employment with the Company and its affiliates (or the predecessors of either) is or was a customer or client of the Company or any of its affiliates (or any predecessor of either). (d) All memoranda, notes, lists, records, property and any other tangible product and documents (and all copies thereof) made, produced or compiled by the Executive or made available to the Executive concerning the Business of the Company and its affiliates shall be the Company's property and shall be delivered to the Company at any time on request.

Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company (which expressly includes for purposes of this Section 7 (and any related enforcement provisions hereof), its successors and assigns) is the development, acquisition, development and ownership of interests operation, management or investment in hotel and resort properties including full service hotels and resorts, limited service hotels, extended stay hotels and upper upscale and luxury resorts self-storage facilities (such businessbusinesses, and any and all other businesses that after the date hereof, and from time to time during the Term, become material with respect to the Company's ’s then-overall business, herein being collectively referred to as the "“Business"”); (ii) the Company knows is one of a the limited number of persons who entities which have developed the Company's Businesssuch a business; (iii) the Company's ’s Business is, in part, national in scope; (iiiiv) the Executive's ’s work for the Company and its subsidiaries (and the predecessors of either) has given and will continue to give the Executive him access to the confidential affairs and proprietary information of the Company and to "trade secrets", as defined in Section 688.002(4) of the Florida Statutes, the Company and its subsidiariesCompany; (v) the covenants and agreements of the Executive contained in this Section 6 7 are essential to the business and goodwill of the Company; and (vi) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 67. In light Accordingly, the Executive covenants and agrees that: (a) By and in consideration of the foregoingsalary and benefits to be provided by the Company hereunder, including the severance and bonus arrangements set forth herein, and further in consideration of the Executive’s exposure to the proprietary information of the Company, the Executive covenants and agrees that during the Term and such other time as the Executive remains employed in the service of the Company, he shall not engage in the Restricted Activities (as defined below) (i) engage in any element of the case of a termination by Business (other than for the Company for Cause, a termination by or its affiliates) or otherwise compete with the Company without Causeor its affiliates, a termination by the Executive without Good Reason or a termination of Executive's employment after non-renewal of this Agreement, for a period of one (1) year and (ii) as render any services to Section 6.1(b) and any person, corporation, partnership or other entity (d), at any time during and after the Executive's employment with other than the Company and or its subsidiaries (and affiliates) engaged in any element of the predecessors of either), (a) The Executive shall not, directly or indirectly, own, manage, control or participate in the ownership, managementBusiness, or control of(iii) become interested in any such person, corporation, partnership or be employed other entity (other than the Company or engaged by or otherwise affiliated or associated its affiliates) as an employeea partner, employershareholder, consultantprincipal, agent, principalemployee, partner, stockholder, corporate officer, director consultant or in any other individual relationship or representative capacity, engage or participate capacity (such activities set forth in any business with assets in excess of $500 million that is in competition in any manner whatsoever with clauses (i) through (iii) above collectively referred to as the Business of the Company in any state or country or other jurisdiction in which the Company conducts its Business“Restricted Activities”); provided, however, that, notwithstanding the foregoing, (iA) the Executive may own restrictions set forth in this Section 7 shall not limit the Executive’s involvement or participate in the ownership of any entity which he owned or managed or participated in the ownership or management of prior activities with respect to the Effective Date hereof which ownershipExtra Space Pico Riviera, management or participation has been disclosed to the Company; and (iiB) the Executive may invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (A1) such securities are traded on any national securities exchange or the National Association of Securities Dealers, Inc. Automated Quotation System, (B2) the Executive is not a controlling person of, or a member of a group which controls, such entity and (C3) the Executive does not, directly or indirectly, own one percent (1%) 5% or more of any class of securities of such entity. (b) The At all times during the Term and thereafter, the Executive shall keep secret and retain in strictest confidence, and shall not use for his benefit or the benefit of others, except in connection with the business and affairs of the Company and its affiliates, all confidential matters relating to the Company's ’s Business and the business of any of its affiliates and to the Company and any of its affiliates, learned by the Executive heretofore or hereafter directly or indirectly from the Company or any of its subsidiaries (or any predecessor of either) affiliates (the "“Confidential Company Information"”), including, without limitation, information with respect to the Business and any aspect thereof, profit or loss figures, and the Company's or its affiliates, (or any of their predecessors) properties, and shall not disclose such Confidential Company information Information to anyone outside of the Company except with the Company's ’s express written consent and except for Confidential Company Information which (i) is at the time of receipt or thereafter becomes publicly known through no wrongful act of the Executive; (ii) Executive or is clearly obtainable in the public domain; (iii) was not acquired by the Executive in connection with the Executive's employment or affiliation with the Company; (iv) was not acquired by the Executive from the Company or its representatives or received from a third-third party who has not under an agreement with the Company not obligation to disclose keep such information; or (v) is required to be disclosed by rule information confidential and without breach of law or by order of a court or governmental body or agency.this Agreement (c) The During the Term and for the one year period after termination of the Executive’s employment, the Executive shall not, without the Company's ’s prior written consent, directly or indirectly, (i) knowingly solicit or encourage to leave the employment or other service of the Company Company, or any of its affiliates, any employee thereof or hire independent contractor thereof. (on behalf of d) During the Term and except as required by law, the Executive shall not publish any statement or make any other person or entity) any employee who has left the employment or other service statement under circumstances reasonably likely to become public that is critical of the Company or any of its affiliates (or any predecessor of either) within one (1) year of the termination of such employee's or independent contractor's employment or other service with the Company and its affiliates; or (ii) whether for the Executive's own account or for the account of any other person, firm, corporation or other business organization, intentionally interfere with the Company's or any of its affiliates, relationship with, or endeavor to entice away from the Company or any of its affiliates, or in any person who during way adversely affecting or otherwise maligning the Executive's employment with the Company and its affiliates (Business or the predecessors of either) is or was a customer or client reputation of the Company or any of its affiliates (or any predecessor of either)affiliates. (de) All memoranda, notes, lists, records, property and any other tangible product and documents (and all copies thereof) ), whether visually perceptible, machine-readable or otherwise, made, produced or compiled by the Executive or made available to the Executive concerning the Business business of the Company and or its affiliates affiliates, (i) shall at all times be the Company's property of the Company (and, as applicable, any affiliates) and shall be delivered to the Company at any time on upon its request, and (ii) upon the Executive’s termination of employment, shall be immediately returned to the Company.

Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company is the acquisition, development and ownership of interests in hotel and resort properties including full service hotels and resorts, limited service hotels, extended stay hotels and upper upscale and luxury resorts (such business, and any and all other businesses that after the date hereof, and from time to time during the Term, become material with respect to the Company's then-overall business, herein being collectively referred to as the "Business"); (ii) the Company knows of a limited number of persons who have developed the Company's Business; (iii) the Company's Business is, in part, national in scope; (iii) the Executive's work for the Company and its subsidiaries (and the predecessors of either) has given and will continue to give the Executive access to the confidential affairs and proprietary information of the Company and to "trade secrets", as defined in Section 688.002(4) of the Florida Statutes, the Company and its subsidiaries; (v) the covenants and agreements of the Executive contained in this Section 6 are essential to the business and goodwill of the Company; and (vi) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6. In light of the foregoing, during the Term and (i) in the case of a termination by the Company for Cause, a termination by the Company without Cause, a termination by the Executive without Good Reason or a termination of Executive's employment after non-renewal of this Agreement, for a period of one (1) year year, (ii) in the case of a termination by the Executive with Good Reason as defined in Section 5.1(b)(vi) hereof, for a period of two (2) years and (iiiii) as to Section 6.1(b) and (d), at any time during and after the Executive's employment with the Company and its subsidiaries (and the predecessors of either), (a) The Executive shall not, directly or indirectly, own, manage, control or participate in the ownership, management, or control of, or be employed or engaged by or otherwise affiliated or associated as an employee, employer, consultant, agent, principal, partner, stockholder, corporate officer, director or in any other individual or representative capacity, engage or participate in any business with assets in excess of $500 million that is in competition in any manner whatsoever with the Business of the Company in any state or country or other jurisdiction in which the Company conducts its Business; provided, however, that, notwithstanding the foregoing, (i) the Executive may own or participate in the ownership of any entity which he owned or managed or participated in the ownership or management of prior to the Effective Date hereof which ownership, management or participation has been disclosed to the Company; and (ii) the Executive may invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (A) such securities are traded on any national securities exchange or the National Association of Securities Dealers, Inc. Automated Quotation System, (B) the Executive is not a controlling person of, or a member of a group which controls, such entity and (C) the Executive does not, directly or indirectly, own one percent (1%) or more of any class of securities of such entity. (b) The Executive shall keep secret and retain in strictest confidence, and shall not use for his benefit or the benefit of others, except in connection with the business and affairs of the Company and its affiliates, all confidential matters relating to the Company's Business and the business of any of its affiliates and to the Company and any of its affiliates, learned by the Executive heretofore or hereafter directly or indirectly from the Company or any of its subsidiaries (or any predecessor of either) (the "Confidential Company Information"), including, without limitation, information with respect to the Business and any aspect thereof, profit or loss figures, and the Company's or its affiliates, (or any of their predecessors) properties, and shall not disclose such Confidential Company information to anyone outside of the Company except with the Company's express written consent and except for Confidential Company Information which (i) at the time of receipt or thereafter becomes publicly known through no wrongful act of the Executive; (ii) is clearly obtainable in the public domain; (iii) was not acquired by the Executive in connection with the Executive's employment or affiliation with the Company; (iv) was not acquired by the Executive from the Company or its representatives or from a third-party who has an agreement with the Company not to disclose such information; or (v) is required to be disclosed by rule of law or by order of a court or governmental body or agency. (c) The Executive shall not, without the Company's prior written consent, directly or indirectly, (i) knowingly solicit or encourage to leave the employment or other service of the Company or any of its affiliates, any employee thereof or hire (on behalf of the Executive or any other person or entity) any employee who has left the employment or other service of the Company or any of its affiliates (or any predecessor of either) within one (1) year of the termination of such employee's or independent contractor's employment or other service with the Company and its affiliates; or (ii) whether for the Executive's own account or for the account of any other person, firm, corporation or other business organization, intentionally interfere with the Company's or any of its affiliates, relationship with, or endeavor to entice away from the Company or any of its affiliates, any person who during the Executive's employment with the Company and its affiliates (or the predecessors of either) is or was a customer or client of the Company or any of its affiliates (or any predecessor of either). (d) All memoranda, notes, lists, records, property and any other tangible product and documents (and all copies thereof) made, produced or compiled by the Executive or made available to the Executive concerning the Business of the Company and its affiliates shall be the Company's property and shall be delivered to the Company at any time on request.

Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company is the acquisitionowning, development and ownership acquiring, developing or operating of interests in hotel and resort properties including full service hotels and resorts, limited service hotels, extended stay hotels and upper upscale and luxury resorts manufactured housing communities (such businessbusinesses, and any and all other businesses that after the date hereof, and from time to time during the Term, become material and substantial with respect to the Company's then-overall business, herein being collectively referred to as the "BusinessBUSINESS"); (ii) the Company knows of a limited number of persons who have developed the Company's Business; (iii) the Company's Business is, in part, national in scope; (iiiiv) the Executive's work for the Company and its subsidiaries (and the predecessors of either) has given and will continue to give the Executive access to the confidential affairs and proprietary information of the Company and to "trade secrets", as defined in Section 688.002(4) of the Florida Statutes, the Company and its subsidiariesCompany; (v) the covenants and agreements of the Executive contained in this Section 6 are essential to the business and goodwill of the Company; and (vi) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6. In light of the foregoing, during the Term and (i) in the case of a termination by the Company for Cause, a termination by the Company without Cause, a termination by the Executive without Good Reason or a termination of Executive's employment after non-renewal of this Agreement, for a period of one year thereafter (1) year and (ii) and, as to Section 6.1(b) and (d), at any time during and after the Executive's employment with the Company and its subsidiaries (and the predecessors of either),): (a) The Except for such affiliation with ROC GP Corp. and its affiliates (provided that the activities of the Executive and ROC GP Corp. do not materially increase from the level as of the date of this Agreement), the Executive shall not, directly or indirectly, own, manage, control or participate in the ownership, management, or control of, or be employed or engaged by or otherwise affiliated or associated as an employee, employer, consultant, agent, principal, partner, stockholder, corporate officer, director or in any other individual or representative capacity, engage or participate in any business with assets in excess of $500 million that is in competition in any manner whatsoever with the Business business of the Company in any county of any state or country or other jurisdiction in which the Company conducts its Businessowns or leases manufactured home communities. In the case of a termination by the Company without Cause or by the Executive for Good Reason, the preceding covenant shall expire on the date of termination; provided, however, that, notwithstanding the foregoing, (i) the Executive may own or participate in the ownership of any entity which he owned or managed or participated in the ownership or management of prior to the Effective Date hereof which ownership, management or participation has been disclosed to the Company; and (ii) the Executive may invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (Ai) such securities are traded on any national securities exchange or the National Association of Securities Dealers, Inc. Automated Quotation System, (Bii) the Executive is not a controlling person of, or a member of a group which controls, such entity and (Ciii) the Executive does not, directly or indirectly, own one percent (1%) or more of any class of securities of such entity. (b) The Executive shall keep secret and retain in strictest confidence, and shall not use for his benefit or the benefit of others, except in connection with the business and affairs of the Company and its affiliates, all confidential matters relating to the Company's Business and the business of any of its affiliates and to the Company and any of its affiliates, learned by the Executive heretofore or hereafter directly or indirectly from the Company or any of its subsidiaries (or any predecessor of either) (the "Confidential Company InformationCONFIDENTIAL COMPANY INFORMATION"), including, without limitation, information with respect to the Business and any aspect thereof, profit or loss figures, and the Company's or its affiliates, ' (or any of their predecessors') properties, and shall not disclose such Confidential Company information Information to anyone outside of the Company except with the Company's express written consent and except for Confidential Company Information which (i) at the time of receipt or thereafter becomes publicly known through no wrongful act of the Executive; , (ii) is clearly obtainable in the public domain; , (iii) was not acquired by the Executive in connection with the Executive's employment or affiliation with the Company; , (iv) was not acquired by the Executive from the Company or its representatives or from a third-party who has an agreement with the Company not to disclose such information; representatives, or (v) is required to be disclosed by rule of law or by order of a court or governmental body or agency. (c) The Executive shall not, without the Company's prior written consent, directly or indirectly, (i) knowingly solicit or encourage to leave the employment or other service of the Company or any of its affiliates, any employee thereof or hire (on behalf of the Executive Executive) or any other person or entity) any employee who has left the employment or other service of the Company or any of its affiliates (or any predecessor of either) within one (1) year of the termination of such employee's or independent contractor's employment or other service with the Company and its affiliates; , or (ii) whether for the Executive's own account or for the account of any other person, firm, corporation or other business organization, intentionally interfere with the Company's or any of its affiliates, ' relationship with, or endeavor to entice away from the Company or any of its affiliates, any person who during the Executive's employment with the Company and its affiliates (or the predecessors of either) is or was a customer or client of the Company or any of its affiliates (or any predecessor of either). (d) All memoranda, notes, lists, records, property and any other tangible product and documents (and all copies thereof) made, produced or compiled by the Executive or made available to the Executive concerning the Business of the Company and its affiliates shall be the Company's property and shall be delivered to the Company at any time on request.

Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company is the acquisition, ownership and management of a diversified portfolio of income-producing real estate located in the Western United States (the “Business”; provided, however, for the purposes of this Section 6, “Business” shall not include (A) the ownership, acquisition, financing or development by the Executive or his affiliates of (x) restaurant properties or hotel properties that contain retail stores or (y) retail stores that contain less than 10,000 square feet and ownership of interests in hotel and resort properties including full service hotels and resorts, limited service hotels, extended stay hotels and upper upscale and luxury resorts (such business, and any and all other businesses that after B) retail stores currently owned by the date hereof, and from time to time during the Term, become material with respect to the Company's then-overall business, herein being collectively referred to as the "Business"Executive or his affiliates); (ii) the Company knows of a limited number of persons who have developed the Company's ’s Business; (iii) the Company's ’s Business is, in part, national in scope; (iii) the Executive's ’s work for the Company company and its subsidiaries (and the predecessors of either) has given and will continue to give the Executive access to the confidential affairs and proprietary information of the Company and to "trade secrets", as defined in Section 688.002(4) of the Florida Statutes, the Company and its subsidiariesCompany; (v) the covenants and agreements of the Executive contained in this Section 6 are essential to the business and goodwill of the Company; and (vi) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6. In light of the foregoing, during the Term and (i) in the case of a termination by the Company for Cause, a termination by the Company without Cause, a termination by the Executive without Good Reason or a termination of Executive's employment after non-renewal of this Agreement, for a period of one year thereafter (1) year and (ii) and, as to Section 6.1(b) and (d), at any time during and after the Executive's ’s employment with the Company and its subsidiaries (and the predecessors of either),): (a) The Except as otherwise provided in Section 2, the Executive shall not, directly or indirectly, own, manage, control or participate in the ownership, management, or control of, or be employed or engaged by or otherwise affiliated or associated as an employee, employer, consultant, agent, principal, partner, stockholder, corporate officer, director or in any other individual or representative capacity, engage or participate in any business with assets in excess of $500 million that is in competition in any manner whatsoever with the Business of the Company in any state or country or other jurisdiction in which the Company conducts its Business. In the case of a termination by the Company without Cause or by the Executive for Good Reason, the preceding covenant shall expire on the date of termination; provided, however, that, notwithstanding the foregoing, (i) the Executive may own or participate in the ownership of any entity which he owned or managed or participated in the ownership or management of prior to the Effective Date hereof which ownership, management or participation has been disclosed to the Company; and (ii) the Executive may invest in securities of any entity, solely for investment purposes and without participating participation in the business thereof, if (Ai) such securities are traded on any national securities exchange or the National Association of Securities Dealers, Inc. Automated Quotation System, System (Bii) the Executive is not a controlling person of, or a member of a group which controls, such entity and (Ciii) the Executive is not a controlling person of, or a member of a group which controls, such entity and (iii) the Executive does not, directly or indirectly, own one percent (1%) or more of any class of securities of such entity. (b) The Executive shall keep secret and retain in strictest confidence, and shall not use for his benefit or the benefit of others, except in connection with the business and affairs of the Company and its affiliates, all confidential matters relating to the Company's ’s Business and the business of any of its affiliates and to the Company and any of its affiliates, learned by the Executive heretofore or hereafter directly or indirectly from the Company or any of its subsidiaries (subsidiaries, or any predecessor of either) , (the "“Confidential Company Information"”), including, without limitation, information with respect to the Business and any aspect thereof, profit or loss figures, and the Company's ’s or its affiliates, (or any of their predecessors) properties, and shall not disclose such Confidential Company information Information to anyone outside of the Company except with the Company's ’s express written consent and except for Confidential Company Information which (i) at the time of receipt or of thereafter becomes publicly known through no wrongful act of the Executive; , (ii) is clearly obtainable in the public domain; , (iii) was not acquired by the Executive in connection with the Executive's ’s employment or of affiliation with the Company; , (iv) was not acquired by the Executive from the Company or its representatives or from a third-party who has an agreement with the Company not to disclose such information; , or (v) is required to be disclosed by rule of law or by order of a court or governmental body or agency. (c) The Executive shall not, without the Company's ’s prior written consent, directly or indirectly, (i) knowingly solicit or encourage to leave the employment or of other service of the Company or any of its affiliates, any employee thereof or hire (on behalf of the Executive or any other person or entity) any employee who has left the employment or other service of the Company or any of its affiliates (or any predecessor of either) within one (1) year of the termination of such employee's ’s or independent contractor's ’s employment or other service with the that Company and its affiliates; , or (ii) whether for the Executive's ’s own account or for the account of any other person, firm, corporation or other business organization, intentionally interfere with the Company's ’s or any of its affiliates, relationship with, or endeavor to entice away from the Company or any of its affiliates, any person who during the Executive's ’s employment with the Company and its affiliates (or the predecessors of either) is or was a customer or client of the Company or any of its affiliates (or any predecessor of either). (d) All memoranda, notes, lists, records, property and any other tangible product and documents (and all copies thereof) made, produced or compiled by the Executive or made available to the Executive concerning the Business of the Company and its affiliates shall be the Company's ’s property and shall be delivered to the Company at any time on request.

Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company (which expressly includes for purposes of this Section 6 (and any related enforcement provisions hereof), its successors and assigns, all of which are expressly acknowledged and agreed as third-party beneficiaries of, without limitation, this Section 6 (and such related provisions)) is the acquisition, development operation of an integrated mortgage-related securities-investment portfolio and ownership of interests in hotel and resort properties including full service hotels and resorts, limited service hotels, extended stay hotels and upper upscale and luxury resorts a mortgage-origination platform (such business, and any and all other businesses that after the date hereof, and from time to time during the Term, become material with respect to the Company's then-overall business, business herein being collectively referred to as the "“Business"”); (ii) the Company knows is one of a the limited number of persons who have developed the Company's Businesssuch a business; (iii) the Company's Business is, in part, national in scope; (iiiiv) the Executive's ’s work for the Company and its subsidiaries (and the predecessors of either) has given and will continue to give the Executive him access to the confidential affairs and proprietary information of the Company and to "trade secrets", as defined in Section 688.002(4) of the Florida Statutes, the Company and its subsidiariesCompany; (v) the covenants and agreements of the Executive contained in this Section 6 are essential to the business and goodwill of the Company; and (vi) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6. In light Accordingly, the Executive covenants and agrees that: (a) By and in consideration of the foregoingsalary and benefits to be provided by the Company hereunder, including the severance arrangements set forth herein, and further in consideration of the Executive’s exposure to the proprietary information of the Company, the Executive covenants and agrees that, during the Term period commencing on the date hereof and (i) in ending one year following the case of a termination by the Company for Cause, a termination by the Company without Cause, a termination by date upon which the Executive without Good Reason or a termination shall cease to be an employee of Executive's employment after non-renewal of this Agreement, for a period of one (1) year and (ii) as to Section 6.1(b) and (d), at any time during and after the Executive's employment with the Company and its subsidiaries (and affiliates, he shall not in the predecessors of either), (a) The Executive shall notUnited States, directly or indirectly, ownexcept with the prior approval of the Board, manage, control or participate (i) engage in the ownershipBusiness (other than for the Company or its affiliates) or otherwise compete with the Company or its affiliates, management(ii) render any services to any person, corporation, partnership or other entity (other than the Company or its affiliates) engaged in the elements of the Business, or control of(iii) become interested in any person, corporation, partnership or be employed other entity (other than the Company or its affiliates) engaged by or otherwise affiliated or associated in the elements of the Business as an employeea partner, employershareholder, consultantprincipal, agent, principalemployee, partner, stockholder, corporate officer, director consultant or in any other individual relationship or representative capacity, engage or participate in any business with assets in excess of $500 million that is in competition in any manner whatsoever with the Business of the Company in any state or country or other jurisdiction in which the Company conducts its Business; provided, however, that, notwithstanding the foregoing, (i) the Executive may own or participate in the ownership of any entity which he owned or managed or participated in the ownership or management of prior to the Effective Date hereof which ownership, management or participation has been disclosed to the Company; and (ii) the Executive may invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (A) such securities are traded on any national securities exchange or the National Association of Securities Dealers, Inc. Automated Quotation System, (B) the Executive is not a controlling person of, or a member of a group which controls, such entity and (C) the Executive does not, directly or indirectly, own one percent (1%) % or more of any class of securities of such entity. (b) The During and after the period of the Executive’s employment with the Company and its affiliates, the Executive shall keep secret and retain in strictest confidence, and shall not use for his benefit or the benefit of others, except in connection with the business and affairs of the Company and its affiliates, all confidential matters relating to the Company's ’s Business and the business of any of its affiliates and to the Company and any of its affiliates, learned by the Executive heretofore or hereafter directly or indirectly from the Company or any of its subsidiaries (or any predecessor of either) affiliates (the "“Confidential Company Information"”), including, without limitation, information with respect to the Business and any aspect thereof, profit or loss figures, and the Company's or its affiliates, (or any of their predecessors) properties, ; and shall not disclose such Confidential Company information Information to anyone outside of the Company except with the Company's ’s express written consent and except for Confidential Company Information which (i) is at the time of receipt or thereafter becomes publicly known through no wrongful act of the Executive; (ii) Executive or is clearly obtainable in the public domain; (iii) was not acquired by the Executive in connection with the Executive's employment or affiliation with the Company; (iv) was not acquired by the Executive from the Company or its representatives or received from a third-third party who has not under an agreement with the Company not obligation to disclose keep such information; or (v) is required to be disclosed by rule information confidential and without breach of law or by order of a court or governmental body or agencythis Agreement. (c) The During the period commencing on the date hereof and ending one year following the date upon which the Executive shall cease to be an employee of the Company and its affiliates, (i) the Executive shall not, without the Company's ’s prior written consent, directly or indirectly, indirectly (iA) knowingly solicit or encourage to leave the employment or other service of the Company Company, or any of its affiliates, any employee or independent contractor thereof or (B) hire (on behalf of the Executive or any other person or entity) any employee or independent contractor who has left the employment or other service of the Company or any of its affiliates (or any predecessor of either) within one (1) the one-year of period which follows the termination of such employee's ’s or independent contractor's ’s employment or other service with the Company and its affiliates; or affiliates and (ii) the Executive shall not, whether for the Executive's his own account or for the account of any other person, firm, corporation or other business organization, intentionally interfere with the Company's ’s or any of its affiliates, ’ relationship with, or endeavor to entice away from the Company or any of its affiliates, any person who during the Executive's employment with the Company and its affiliates (or the predecessors of either) Term is or was a customer or client of the Company or any of its affiliates (affiliates. While the Executive’s non-compete obligations under Section 6.1(a) are in effect, the Executive shall not publish any statement or make any statement under circumstances reasonably likely to become public that is critical of the Company or any predecessor of either)its affiliates, or in any way adversely affecting or otherwise maligning the Business or reputation of the Company or any of its affiliates. (d) All memoranda, notes, lists, records, property and any other tangible product and documents (and all copies thereof) ), whether visually perceptible, machine-readable or otherwise, made, produced or compiled by the Executive or made available to the Executive concerning the Business business of the Company and or its affiliates affiliates, (i) shall at all times be the Company's property of the Company (and, as applicable, any affiliates) and shall be delivered to the Company at any time on upon its request, and (ii) upon the Executive’s termination of employment, shall be immediately returned to the Company (except that in all events the Executive may retain a copy of his contacts list).

Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company (which expressly includes for purposes of this Section 7 (and any related enforcement provisions hereof), its successors and assigns) is the development, acquisition, development and ownership of interests operation, management or investment in hotel and resort properties including full service hotels and resorts, limited service hotels, extended stay hotels and upper upscale and luxury resorts self-storage facilities (such businessbusinesses, and any and all other businesses that after the date hereof, and from time to time during the Term, become material with respect to the Company's ’s then-overall business, herein being collectively referred to as the "“Business"”); (ii) the Company knows is one of a the limited number of persons who entities which have developed the Company's Businesssuch a business; (iii) the Company's ’s Business is, in part, national in scope; (iiiiv) the Executive's ’s work for the Company and its subsidiaries (and the predecessors of either) has given and will continue to give the Executive him access to the confidential affairs and proprietary information of the Company and to "trade secrets", as defined in Section 688.002(4) of the Florida Statutes, the Company and its subsidiariesCompany; (v) the covenants and agreements of the Executive contained in this Section 6 7 are essential to the business and goodwill of the Company; and (vi) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 67. In light Accordingly, the Executive covenants and agrees that: (a) By and in consideration of the foregoingsalary and benefits to be provided by the Company hereunder, including the severance and bonus arrangements set forth herein, and further in consideration of the Executive’s exposure to the proprietary information of the Company, the Executive covenants and agrees that during the Term and such other time as the Executive remains employed in the service of the Company, he shall not engage in the Restricted Activities (as defined below) (i) engage in any element of the case of a termination by Business (other than for the Company for Cause, a termination by or its affiliates) or otherwise compete with the Company without Causeor its affiliates, a termination by the Executive without Good Reason or a termination of Executive's employment after non-renewal of this Agreement, for a period of one (1) year and (ii) as render any services to Section 6.1(b) and any person, corporation, partnership or other entity (d), at any time during and after the Executive's employment with other than the Company and or its subsidiaries (and affiliates) engaged in any element of the predecessors of either), (a) The Executive shall not, directly or indirectly, own, manage, control or participate in the ownership, managementBusiness, or control of(iii) become interested in any such person, corporation, partnership or be employed other entity (other than the Company or engaged by or otherwise affiliated or associated its affiliates) as an employeea partner, employershareholder, consultantprincipal, agent, principalemployee, partner, stockholder, corporate officer, director consultant or in any other individual relationship or representative capacity, engage or participate capacity (such activities set forth in any business with assets in excess of $500 million that is in competition in any manner whatsoever with clauses (i) through (iii) above collectively referred to as the Business of the Company in any state or country or other jurisdiction in which the Company conducts its Business“Restricted Activities”); provided, however, that, notwithstanding the foregoing, (i) the Executive may own or participate in the ownership of any entity which he owned or managed or participated in the ownership or management of prior to the Effective Date hereof which ownership, management or participation has been disclosed to the Company; and (ii) the Executive may invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (A) such securities are traded on any national securities exchange or the National Association of Securities Dealers, Inc. Automated Quotation System, (B) the Executive is not a controlling person of, or a member of a group which controls, such entity and (C3) the Executive does not, directly or indirectly, own one percent (1%) 5% or more of any class of securities of such entity. (b) The At all times during the Term and thereafter, the Executive shall keep secret and retain in strictest confidence, and shall not use for his benefit or the benefit of others, except in connection with the business and affairs of the Company and its affiliates, all confidential matters relating to the Company's ’s Business and the business of any of its affiliates and to the Company and any of its affiliates, learned by the Executive heretofore or hereafter directly or indirectly from the Company or any of its subsidiaries (or any predecessor of either) affiliates (the "“Confidential Company Information"”), including, without limitation, information with respect to the Business and any aspect thereof, profit or loss figures, and the Company's or its affiliates, (or any of their predecessors) properties, and shall not disclose such Confidential Company information Information to anyone outside of the Company except with the Company's ’s express written consent and except for Confidential Company Information which (i) is at the time of receipt or thereafter becomes publicly known through no wrongful act of the Executive; (ii) Executive or is clearly obtainable in the public domain; (iii) was not acquired by the Executive in connection with the Executive's employment or affiliation with the Company; (iv) was not acquired by the Executive from the Company or its representatives or received from a third-third party who has not under an agreement with the Company not obligation to disclose keep such information; or (v) is required to be disclosed by rule information confidential and without breach of law or by order of a court or governmental body or agency.this Agreement (c) The During the Term and for the one year period after termination of the Executive’s employment, the Executive shall not, without the Company's ’s prior written consent, directly or indirectly, (i) knowingly solicit or encourage to leave the employment or other service of the Company Company, or any of its affiliates, any employee thereof or hire independent contractor thereof. (on behalf of d) During the Term and except as required by law, the Executive shall not publish any statement or make any other person or entity) any employee who has left the employment or other service statement under circumstances reasonably likely to become public that is critical of the Company or any of its affiliates (or any predecessor of either) within one (1) year of the termination of such employee's or independent contractor's employment or other service with the Company and its affiliates; or (ii) whether for the Executive's own account or for the account of any other person, firm, corporation or other business organization, intentionally interfere with the Company's or any of its affiliates, relationship with, or endeavor to entice away from the Company or any of its affiliates, or in any person who during way adversely affecting or otherwise maligning the Executive's employment with the Company and its affiliates (Business or the predecessors of either) is or was a customer or client reputation of the Company or any of its affiliates (or any predecessor of either)affiliates. (de) All memoranda, notes, lists, records, property and any other tangible product and documents (and all copies thereof) ), whether visually perceptible, machine-readable or otherwise, made, produced or compiled by the Executive or made available to the Executive concerning the Business business of the Company and or its affiliates affiliates, (i) shall at all times be the Company's property of the Company (and, as applicable, any affiliates) and shall be delivered to the Company at any time on upon its request, and (ii) upon the Executive’s termination of employment, shall be immediately returned to the Company.

Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company is the acquisitionowning, development and ownership acquiring, developing or operating of interests in hotel and resort properties including full service hotels and resorts, limited service hotels, extended stay hotels and upper upscale and luxury resorts manufactured housing communities (such businessbusinesses, and any and all other businesses that after the date hereof, and from time to time during the Term, become material and substantial with respect to the Company's then-overall business, herein being collectively referred to as the "BusinessBUSINESS"); (ii) the Company knows of a limited number of persons who have developed the Company's Business; (iii) the Company's Business is, in part, national in scope; (iiiiv) the Executive's work for the Company and its subsidiaries (and the predecessors of either) has given and will continue to give the Executive access to the confidential affairs and proprietary information of the Company and to "trade secrets", as defined in Section 688.002(4) of the Florida Statutes, the Company and its subsidiariesCompany; (v) the covenants and agreements of the Executive contained in this Section 6 are essential to the business and goodwill of the Company; and (vi) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6. In light of the foregoing, during the Term and (i) in the case of a termination by the Company for Cause, a termination by the Company without Cause, a termination by the Executive without Good Reason or a termination of Executive's employment after non-renewal of this Agreement, for a period of one year thereafter (1) year and (ii) and, as to Section 6.1(b) and (d), at any time during and after the Executive's employment with the Company and its subsidiaries (and the predecessors of either),): (a) The Executive shall not, directly or indirectly, own, manage, control or participate in the ownership, management, or control of, or be employed or engaged by or otherwise affiliated or associated as an employee, employer, consultant, agent, principal, partner, stockholder, corporate officer, director or in any other individual or representative capacity, engage or participate in any business with assets in excess of $500 million that is in competition in any manner whatsoever with the Business business of the Company in any county of any state or country or other jurisdiction in which the Company conducts its Businessowns or leases manufactured home communities. In the case of a termination by the Company without Cause or by the Executive for Good Reason, the preceding covenant shall expire on the date of termination; provided, however, that, notwithstanding the foregoing, (i) the Executive may own or participate in the ownership of any entity which he owned or managed or participated in the ownership or management of prior to the Effective Date hereof which ownership, management or participation has been disclosed to the Company; and (ii) the Executive may invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (Ai) such securities are traded on any national securities exchange or the National Association of Securities Dealers, Inc. Automated Quotation System, (Bii) the Executive is not a controlling person of, or a member of a group which controls, such entity and (Ciii) the Executive does not, directly or indirectly, own one percent (1%) or more of any class of securities of such entity. (b) The Executive shall keep secret and retain in strictest confidence, and shall not use for his her benefit or the benefit of others, except in connection with the business and affairs of the Company and its affiliates, all confidential matters relating to the Company's Business and the business of any of its affiliates and to the Company and any of its affiliates, learned by the Executive heretofore or hereafter directly or indirectly from the Company or any of its subsidiaries (or any predecessor of either) (the "Confidential Company InformationCONFIDENTIAL COMPANY INFORMATION"), including, without limitation, information with respect to the Business and any aspect thereof, profit or loss figures, and the Company's or its affiliates, ' (or any of their predecessors') properties, and shall not disclose such Confidential Company information Information to anyone outside of the Company except with the Company's express written consent and except for Confidential Company Information which (i) at the time of receipt or thereafter becomes publicly known through no wrongful act of the Executive; , (ii) is clearly obtainable in the public domain; , (iii) was not acquired by the Executive in connection with the Executive's employment or affiliation with the Company; , (iv) was not acquired by the Executive from the Company or its representatives or from a third-party who has an agreement with the Company not to disclose such information; representatives, or (v) is required to be disclosed by rule of law or by order of a court or governmental body or agency. (c) The Executive shall not, without the Company's prior written consent, directly or indirectly, (i) knowingly solicit or encourage to leave the employment or other service of the Company or any of its affiliates, any employee thereof or hire (on behalf of the Executive Executive) or any other person or entity) any employee who has left the employment or other service of the Company or any of its affiliates (or any predecessor of either) within one (1) year of the termination of such employee's or independent contractor's employment or other service with the Company and its affiliates; , or (ii) whether for the Executive's own account or for the account of any other person, firm, corporation or other business organization, intentionally interfere with the Company's or any of its affiliates, ' relationship with, or endeavor to entice away from the Company or any of its affiliates, any person who during the Executive's employment with the Company and its affiliates (or the predecessors of either) is or was a customer or client of the Company or any of its affiliates (or any predecessor of either). (d) All memoranda, notes, lists, records, property and any other tangible product and documents (and all copies thereof) made, produced or compiled by the Executive or made available to the Executive concerning the Business of the Company and its affiliates shall be the Company's property and shall be delivered to the Company at any time on request.

Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company (which expressly includes for purposes of this Section 6, its successors and assigns, any holding or parent company and the direct and indirect subsidiaries of the Company, its successors and assigns and any such holding or parent company) is the acquisitionoperation of a commodities exchange for the trading and/or clearing of futures and options contracts, development risk management or other derivative instruments on commodities in the energy and ownership of interests in hotel and resort properties including full service hotels and resorts, limited service hotels, extended stay hotels and upper upscale and luxury resorts metals sectors (such business, and together with the operation of a commodities exchange for the trading and/or clearing of any and all other businesses futures or options contracts that after may in the date hereoffuture, and from time to time during the Termpendency of executive’s employment, become material with respect to be listed by the Company or any entity that is then an affiliate of the Company's then-overall business, herein being collectively referred to as the "“Business"”); (ii) the Company knows is one of a the limited number of persons who entities in both the United States and in the world that have developed the Company's Businesssuch a business; (iii) the Company's ’s Business is, in part, both national and international in scopescope and an integral part of the Company’s Business is the expansion of its products on a global scale and the establishment of essential elements of the Business in numerous portions of the world; (iiiiv) the Executive's ’s work for the Company and its subsidiaries (and the predecessors of either) has given and will continue to give the Executive him access to the confidential affairs and certain confidential, proprietary information of the Company and to "trade secrets", as defined in Section 688.002(4) of the Florida Statutes, the Company and its subsidiariesCompany; (v) the covenants and agreements of the Executive contained in this Section 6 are essential to the business and goodwill of the Company; and (vi) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6. In light of the foregoingAccordingly, during the Term and (i) in the case of a termination by the Company for Cause, a termination by the Company without Cause, a termination by the Executive without Good Reason or a termination of Executive's employment after non-renewal of this Agreement, for a period of one (1) year covenants and (ii) as to Section 6.1(b) and (d), at any time during and after the Executive's employment with the Company and its subsidiaries (and the predecessors of either),agrees that: (a) The By and in consideration of the salary and benefits to be provided by the Company hereunder, including the severance arrangements set forth herein, and further in consideration of the Executive’s exposure to the proprietary information of the Company, the Executive covenants and agrees that, during the applicable Restricted Period (as hereinafter defined), he shall notnot either in the continental United States or elsewhere, directly or indirectly, own(i) engage in any material element of the Business, manage(ii) render any services to any person, control corporation, partnership or participate other entity (other than the Company or its affiliates) engaged in any material element of the ownership, managementBusiness, or control of(iii) become interested in any such person, corporation, partnership or be employed other entity (other than the Company or engaged by or otherwise affiliated or associated its affiliates) as an employeea partner, employershareholder, consultantprincipal, agent, principalemployee, partner, stockholder, corporate officer, director consultant or in any other individual relationship or representative capacity, engage or participate in any business with assets in excess of $500 million that is in competition in any manner whatsoever with the Business of the Company in any state or country or other jurisdiction in which the Company conducts its Business; provided, however, that, notwithstanding the foregoing, (i) the Executive may own or participate in the ownership of any entity which he owned or managed or participated in the ownership or management of prior to the Effective Date hereof which ownership, management or participation has been disclosed to the Company; and (ii) the Executive may invest in securities of any entity, solely for investment purposes and without participating directly in the business thereof, if (A) such securities are traded on any national securities exchange or the National Association of Securities Dealers, Inc. Automated Quotation System, (B) the Executive is not a controlling person of, or a member of a group which controls, such entity and (C) the Executive does not, directly or indirectly, own one percent (1%) % or more of any class of securities of such entity. As used in this Agreement, the “Restricted Period” means the period beginning on the date of this Agreement and ending one year after the date on which Executive’s employment with the Company is terminated. (b) The From the date hereof and following the termination of the Executive’s employment with the Company for any reason, the Executive shall keep secret and retain in strictest confidence, and shall not use for his benefit or the benefit of others, except in connection with the business and affairs of the Company and its affiliates, all confidential matters relating to the Company's ’s Business and the business of any of its affiliates and to the Company and any of its affiliates, learned by the Executive heretofore or hereafter directly or indirectly from the Company or any of its subsidiaries (or any predecessor of either) affiliates (the "“Confidential Company Information"”), including, without limitation, information with respect to the Business and any aspect thereof, profit or loss figures, and the Company's or its affiliates, (or any of their predecessors) properties, and shall not disclose such Confidential Company information Information to anyone outside of the Company except with the Company's ’s express written consent and except for Confidential Company Information which (i) is at the time of receipt or thereafter becomes publicly known through no wrongful act of the Executive; (ii) Executive or is clearly obtainable in the public domain; (iii) was not acquired by the Executive in connection with the Executive's employment or affiliation with the Company; (iv) was not acquired by the Executive from the Company or its representatives or received from a third-third party who has not under an agreement with the Company not obligation to disclose keep such information; or (v) is required to be disclosed by rule information confidential and without breach of law or by order of a court or governmental body or agencythis Agreement. (c) The From the date hereof and for a period of one year after the termination of the Executive’s employment with the Company, the Executive shall not, without the Company's ’s prior written consent, directly or indirectly, (i) knowingly solicit or encourage to leave the employment or other service of the Company Company, or any of its affiliates, any employee or independent contractor thereof or (ii) hire (on behalf of the Executive or any other person or entity) any employee or independent contractor who has left the employment or other service of the Company or any of its affiliates (or any predecessor of either) within one (1) the one-year of period which follows the termination of such employee's ’s or independent contractor's ’s employment or other service with the Company and its affiliates; or (ii) . From the date hereof and for a period of one year after the termination of the Executive’s employment with the Company, the Executive will not, whether for the Executive's his own account or for the account of any other person, firm, corporation or other business organization, intentionally interfere with the Company's ’s or any of its affiliates, ’ relationship with, or endeavor to entice away from the Company or any of its affiliates, any person who during the Executive's employment with the Company and its affiliates (or the predecessors of either) Term is or was a customer or client of the Company or any of its affiliates (affiliates. During the Restricted Period, the Executive shall not publish any statement or make any statement under circumstances reasonably likely to become public that is critical of the Company or any predecessor of either)its affiliates, or in any way adversely affecting or otherwise maligning the Business or reputation of the Company or any of its affiliates. (d) All memoranda, notes, lists, records, property and any other tangible product and documents (and all copies thereof) ), whether visually perceptible, machine-readable or otherwise, made, produced or compiled by the Executive or made available to the Executive concerning the Business business of the Company and or its affiliates affiliates, (i) shall at all times be the Company's property of the Company (and, as applicable, any affiliates) and shall be delivered to the Company at any time on upon its request, and (ii) upon the Executive’s termination of employment, shall be returned to the Company within five (5) business days of Executive’s termination. (e) During the Term, the Executive shall disclose to Company and treat as confidential information all ideas, methodologies, product and technology applications that he develops during the course of his employment with Company that relates directly or indirectly to Company’s business. Executive hereby assigns to Company his entire right, title and interest in and to all discoveries and improvements, patentable or otherwise, trade secrets and ideas, writings and copyrightable material, which may be conceived by Executive or developed or acquired by him during his employment with Company, which may pertain directly or indirectly to the business of the Company. Executive shall at any time during or after the Agreement Term, upon Company’s request, execute, acknowledge and deliver to Company all instruments and do all other acts which are necessary or desirable to enable Company to file and prosecute applications for, and to acquire, maintain and enforce, all patents, trademarks and copyrights in all countries with respect to intellectual property developed or which was being developed during Executive’s employment with Company.

Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company is the acquisitionowning, development and ownership acquiring, developing or operating of interests in hotel and resort properties including full service hotels and resorts, limited service hotels, extended stay hotels and upper upscale and luxury resorts manufactured housing communities (such businessbusinesses, and any and all other businesses that after the date hereof, and from time to time during the Term, become material and substantial with respect to the Company's then-overall business, herein being collectively referred to as the "BusinessBUSINESS"); (ii) the Company knows of a limited number of persons who have developed the Company's Business; (iii) the Company's Business is, in part, national in scope; (iiiiv) the Executive's work for the Company and its subsidiaries (and the predecessors of either) has given and will continue to give the Executive access to the confidential affairs and proprietary information of the Company and to "trade secrets", as defined in Section 688.002(4) of the Florida Statutes, the Company and its subsidiariesCompany; (v) the covenants and agreements of the Executive contained in this Section 6 are essential to the business and goodwill of the Company; and (vi) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6. In light of the foregoing, during the Term and (i) in the case of a termination by the Company for Cause, a termination by the Company without Cause, a termination by the Executive without Good Reason or a termination of Executive's employment after non-renewal of this Agreement, for a period of one year thereafter (1) year and (ii) and, as to Section 6.1(b) and (d), at any time during and after the Executive's employment with the Company and its subsidiaries (and the predecessors of either),): (a) The Except for such affiliation with ROC GP Corp. and its affiliates (provided that the activities of the Executive and ROC GP Corp. do not materially increase from the level as of the date of this Agreement), the Executive shall not, directly or indirectly, own, manage, control or participate in the ownership, management, or control of, or be employed or engaged by or otherwise affiliated or associated as an employee, employer, consultant, agent, principal, partner, stockholder, corporate officer, director or in any other individual or representative capacity, engage or participate in any business with assets in excess of $500 million that is in competition in any manner whatsoever with the Business business of the Company in any county of any state or country or other jurisdiction in which the Company conducts its Businessowns or leases manufactured home communities. In the case of a termination by the Company without Cause or by the Executive for Good Reason, the preceding covenant shall expire on the date of termination; provided, however, that, notwithstanding the foregoing, (i) the Executive may own or participate in the ownership of any entity which he owned or managed or participated in the ownership or management of prior to the Effective Date hereof which ownership, management or participation has been disclosed to the Company; and (ii) the Executive may invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (Ai) such securities are traded on any national securities exchange or the National Association of Securities Dealers, Inc. Automated Quotation System, (Bii) the Executive is not a controlling person of, or a member of a group which controls, such entity and (Ciii) the Executive does not, directly or indirectly, own one percent (1%) or more of any class of securities of such entity; provided that this Section 6.1(a) shall not apply in the event of and effective upon a Change of Control. (b) The Executive shall keep secret and retain in strictest confidence, and shall not use for his benefit or the benefit of others, except in connection with the business and affairs of the Company and its affiliates, all confidential matters relating to the Company's Business and the business of any of its affiliates and to the Company and any of its affiliates, learned by the Executive heretofore or hereafter directly or indirectly from the Company or any of its subsidiaries (or any predecessor of either) (the "Confidential Company InformationCONFIDENTIAL COMPANY INFORMATION"), including, without limitation, information with respect to the Business and any aspect thereof, profit or loss figures, and the Company's or its affiliates, ' (or any of their predecessors') properties, and shall not disclose such Confidential Company information Information to anyone outside of the Company except with the Company's express written consent and except for Confidential Company Information which (i) at the time of receipt or thereafter becomes publicly known through no wrongful act of the Executive; , (ii) is clearly obtainable in the public domain; , (iii) was not acquired by the Executive in connection with the Executive's employment or affiliation with the Company; , (iv) was not acquired by the Executive from the Company or its representatives or from a third-party who has an agreement with the Company not to disclose such information; representatives, or (v) is required to be disclosed by rule of law or by order of a court or governmental body or agency. (c) The Executive shall not, without the Company's prior written consent, directly or indirectly, (i) knowingly solicit or encourage to leave the employment or other service of the Company or any of its affiliates, any employee thereof or hire (on behalf of the Executive Executive) or any other person or entity) any employee who has left the employment or other service of the Company or any of its affiliates (or any predecessor of either) within one (1) year of the termination of such employee's or independent contractor's employment or other service with the Company and its affiliates; , or (ii) whether for the Executive's own account or for the account of any other person, firm, corporation or other business organization, intentionally interfere with the Company's or any of its affiliates, ' relationship with, or endeavor to entice away from the Company or any of its affiliates, any person who during the Executive's employment with the Company and its affiliates (or the predecessors of either) is or was a customer or client of the Company or any of its affiliates (or any predecessor of either); provided that this Section 6.1(c) shall not apply in the event of and effective upon a Change of Control. (d) All memoranda, notes, lists, records, property and any other tangible product and documents (and all copies thereof) made, produced or compiled by the Executive or made available to the Executive concerning the Business of the Company and its affiliates shall be the Company's property and shall be delivered to the Company at any time on request.

Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company (which expressly includes for purposes of this Section 6, its successors and assigns, any holding or parent company and the direct and indirect subsidiaries of the Company, its successors and assigns and any such holding or parent company) is the acquisitionoperation of a commodities exchange for the trading and/or clearing of futures and options contracts, development risk management or other derivative instruments on commodities in the energy and ownership of interests in hotel and resort properties including full service hotels and resorts, limited service hotels, extended stay hotels and upper upscale and luxury resorts metals sectors (such business, and together with the operation of a commodities exchange for the trading and/or clearing of any and all other businesses futures or options contracts that after may in the date hereoffuture, and from time to time during the Termpendency of executive's employment, become material with respect to be listed by the Company or any entity that is then an affiliate of the Company's then-overall business, herein being collectively referred to as the "Business"); (ii) the Company knows is one of a the limited number of persons who entities in both the United States and in the world that have developed the Company's Businesssuch a business; (iii) the Company's Business is, in part, both national and international in scopescope and an integral part of the Company's Business is the expansion of its products on a global scale and the establishment of essential elements of the Business in numerous portions of the world; (iiiiv) the Executive's work for the Company and its subsidiaries (and the predecessors of either) has given and will continue to give the Executive him access to the confidential affairs and certain confidential, proprietary information of the Company and to "trade secrets", as defined in Section 688.002(4) of the Florida Statutes, the Company and its subsidiariesCompany; (v) the covenants and agreements of the Executive contained in this Section 6 are essential to the business and goodwill of the Company; and (vi) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6. In light of the foregoingAccordingly, during the Term and (i) in the case of a termination by the Company for Cause, a termination by the Company without Cause, a termination by the Executive without Good Reason or a termination of Executive's employment after non-renewal of this Agreement, for a period of one (1) year covenants and (ii) as to Section 6.1(b) and (d), at any time during and after the Executive's employment with the Company and its subsidiaries (and the predecessors of either),agrees that: (a) The By and in consideration of the salary and benefits to be provided by the Company hereunder, including the severance arrangements set forth herein, and further in consideration of the Executive's exposure to the proprietary information of the Company, the Executive covenants and agrees that, during the applicable Restricted Period (as hereinafter defined), he shall notnot either in the continental United States or elsewhere, directly or indirectly, own(i) engage in any material element of the Business, manage(ii) render any services to any person, control corporation, partnership or participate other entity (other than the Company or its affiliates) engaged in any material element of the ownership, managementBusiness, or control of(iii) become interested in any such person, corporation, partnership or be employed other entity (other than the Company or engaged by or otherwise affiliated or associated its affiliates) as an employeea partner, employershareholder, consultantprincipal, agent, principalemployee, partner, stockholder, corporate officer, director consultant or in any other individual relationship or representative capacity, engage or participate in any business with assets in excess of $500 million that is in competition in any manner whatsoever with the Business of the Company in any state or country or other jurisdiction in which the Company conducts its Business; provided, however, that, notwithstanding the foregoing, (i) the Executive may own or participate in the ownership of any entity which he owned or managed or participated in the ownership or management of prior to the Effective Date hereof which ownership, management or participation has been disclosed to the Company; and (ii) the Executive may invest in securities of any entity, solely for investment purposes and without participating directly in the business thereof, if (A) such securities are traded on any national securities exchange or the National Association of Securities Dealers, Inc. Automated Quotation System, (B) the Executive is not a controlling person of, or a member of a group which controls, such entity and (C) the Executive does not, directly or indirectly, own one percent (1%) % or more of any class of securities of such entity. As used in this Agreement, the "Restricted Period" means the period beginning on the date of this Agreement and ending one year after the date on which Executive's employment with the Company is terminated. (b) The From the date hereof and following the termination of the Executive's employment with the Company for any reason, the Executive shall keep secret and retain in strictest confidence, and shall not use for his benefit or the benefit of others, except in connection with the business and affairs of the Company and its affiliates, all confidential matters relating to the Company's Business and the business of any of its affiliates and to the Company and any of its affiliates, learned by the Executive heretofore or hereafter directly or indirectly from the Company or any of its subsidiaries (or any predecessor of either) affiliates (the "Confidential Company Information"), including, without limitation, information with respect to the Business and any aspect thereof, profit or loss figures, and the Company's or its affiliates, (or any of their predecessors) properties, and shall not disclose such Confidential Company information Information to anyone outside of the Company except with the Company's express written consent and except for Confidential Company Information which (i) is at the time of receipt or thereafter becomes publicly known through no wrongful act of the Executive; (ii) Executive or is clearly obtainable in the public domain; (iii) was not acquired by the Executive in connection with the Executive's employment or affiliation with the Company; (iv) was not acquired by the Executive from the Company or its representatives or received from a third-third party who has not under an agreement with the Company not obligation to disclose keep such information; or (v) is required to be disclosed by rule information confidential and without breach of law or by order of a court or governmental body or agencythis Agreement. (c) The From the date hereof and for a period of one year after the termination of the Executive's employment with the Company, the Executive shall not, without the Company's prior written consent, directly or indirectly, (i) knowingly solicit or encourage to leave the employment or other service of the Company Company, or any of its affiliates, any employee or independent contractor thereof or (ii) hire (on behalf of the Executive or any other person or entity) any employee or independent contractor who has left the employment or other service of the Company or any of its affiliates (or any predecessor of either) within one (1) the one-year of period which follows the termination of such employee's or independent contractor's employment or other service with the Company and its affiliates; or (ii) whether . From the date hereof and for a period of one year after the termination of the Executive's employment with the Company, the Executive will not, whether for his own account or for the account of any other person, firm, corporation or other business organization, intentionally interfere with the Company's or any of its affiliates, ' relationship with, or endeavor to entice away from the Company or any of its affiliates, any person who during the Executive's employment with the Company and its affiliates (or the predecessors of either) Term is or was a customer or client of the Company or any of its affiliates (affiliates. During the Restricted Period, the Executive shall not publish any statement or make any statement under circumstances reasonably likely to become public that is critical of the Company or any predecessor of either)its affiliates, or in any way adversely affecting or otherwise maligning the Business or reputation of the Company or any of its affiliates. (d) All memoranda, notes, lists, records, property and any other tangible product and documents (and all copies thereof) ), whether visually perceptible, machine-readable or otherwise, made, produced or compiled by the Executive or made available to the Executive concerning the Business business of the Company and or its affiliates affiliates, (i) shall at all times be the Company's property of the Company (and, as applicable, any affiliates) and shall be delivered to the Company at any time on upon its request, and (ii) upon the Executive's termination of employment, shall be returned to the Company within five (5) business days of Executive's termination. (e) During the Term, the Executive shall disclose to Company and treat as confidential information all ideas, methodologies, product and technology applications that he develops during the course of his employment with Company that relates directly or indirectly to Company's business. Executive hereby assigns to Company his entire right, title and interest in and to all discoveries and improvements, patentable or otherwise, trade secrets and ideas, writings and copyrightable material, which may be conceived by Executive or developed or acquired by him during his employment with Company, which may pertain directly or indirectly to the business of the Company. Executive shall at any time during or after the Agreement Term, upon Company's request, execute, acknowledge and deliver to Company all instruments and do all other acts which are necessary or desirable to enable Company to file and prosecute applications for, and to acquire, maintain and enforce, all patents, trademarks and copyrights in all countries with respect to intellectual property developed or which was being developed during Executive's employment with Company.

Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company (which expressly includes for purposes of this Section 7 (and any related enforcement provisions hereof), its successors and assigns) is the development, acquisition, development and ownership of interests operation, management or investment in hotel and resort properties including full service hotels and resorts, limited service hotels, extended stay hotels and upper upscale and luxury resorts self-storage facilities (such businessbusinesses, and any and all other businesses that after the date hereof, and from time to time during the Term, become material with respect to the Company's ’s then-overall business, herein being collectively referred to as the "“Business"”); (ii) the Company knows is one of a the limited number of persons who entities which have developed the Company's Businesssuch a business; (iii) the Company's ’s Business is, in part, national in scope; (iiiiv) the Executive's ’s work for the Company and its subsidiaries (and the predecessors of either) has given and will continue to give the Executive him access to the confidential affairs and proprietary information of the Company and to "trade secrets", as defined in Section 688.002(4) of the Florida Statutes, the Company and its subsidiariesCompany; (v) the covenants and agreements of the Executive contained in this Section 6 7 are essential to the business and goodwill of the Company; and (vi) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 67. In light Accordingly, the Executive covenants and agrees that: (a) By and in consideration of the foregoingsalary and benefits to be provided by the Company hereunder, including the severance and bonus arrangements set forth herein, and further in consideration of the Executive’s exposure to the proprietary information of the Company, the Executive covenants and agrees that during the Term and such other time as the Executive remains employed in the service of the Company, he shall not engage in the Restricted Activities (as defined below) (i) engage in any element of the case of a termination by Business (other than for the Company for Cause, a termination by or its affiliates) or otherwise compete with the Company without Causeor its affiliates, a termination by the Executive without Good Reason or a termination of Executive's employment after non-renewal of this Agreement, for a period of one (1) year and (ii) as render any services to Section 6.1(b) and any person, corporation, partnership or other entity (d), at any time during and after the Executive's employment with other than the Company and or its subsidiaries (and affiliates) engaged in any element of the predecessors of either), (a) The Executive shall not, directly or indirectly, own, manage, control or participate in the ownership, managementBusiness, or control of(iii) become interested in any such person, corporation, partnership or be employed other entity (other than the Company or engaged by or otherwise affiliated or associated its affiliates) as an employeea partner, employershareholder, consultantprincipal, agent, principalemployee, partner, stockholder, corporate officer, director consultant or in any other individual relationship or representative capacity, engage or participate capacity (such activities set forth in any business with assets in excess of $500 million that is in competition in any manner whatsoever with clauses (i) through (iii) above collectively referred to as the Business of the Company in any state or country or other jurisdiction in which the Company conducts its Business“Restricted Activities”); provided, however, that, notwithstanding the foregoing, (iA) the Executive may own restrictions set forth in this Section 7 shall not limit the Executive’s involvement or participate in the ownership of any entity which he owned or managed or participated in the ownership or management of prior activities with respect to the Effective Date hereof which ownershipExtra Space Pico Riviera, management or participation has been disclosed to the Company; and (iiB) the Executive may invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (A1) such securities are traded on any national securities exchange or the National Association of Securities Dealers, Dealers Inc. Automated Quotation System, (B2) the Executive is not a controlling person of, or a member of a group which controls, such entity and (C3) the Executive does not, directly or indirectly, own one percent (1%) 5% or more of any class of securities of such entity. (b) The At all times during the Term and thereafter, the Executive shall keep secret and retain in strictest confidence, and shall not use for his benefit or the benefit of others, except in connection with the business and affairs of the Company and its affiliates, all confidential matters relating to the Company's ’s Business and the business of any of its affiliates and to the Company and any of its affiliates, learned by the Executive heretofore or hereafter directly or indirectly from the Company or any of its subsidiaries (or any predecessor of either) affiliates (the "“Confidential Company Information"”), including, without limitation, information with respect to the Business and any aspect thereof, profit or loss figures, and the Company's or its affiliates, (or any of their predecessors) properties, and shall not disclose such Confidential Company information Information to anyone outside of the Company except with the Company's ’s express written consent and except for Confidential Company Information which (i) is at the time of receipt or thereafter becomes publicly known through no wrongful act of the Executive; (ii) Executive or is clearly obtainable in the public domain; (iii) was not acquired by the Executive in connection with the Executive's employment or affiliation with the Company; (iv) was not acquired by the Executive from the Company or its representatives or received from a third-third party who has not under an agreement with the Company not obligation to disclose keep such information; or (v) is required to be disclosed by rule information confidential and without breach of law or by order of a court or governmental body or agency.this Agreement (c) The During the Term and for the one year period after termination of the Executive’s employment, the Executive shall not, without the Company's ’s prior written consent, directly or indirectly, (i) knowingly solicit or encourage to leave the employment or other service of the Company Company, or any of its affiliates, any employee thereof or hire independent contractor thereof. (on behalf of d) During the Term and except as required by law, the Executive shall not publish any statement or make any other person or entity) any employee who has left the employment or other service statement under circumstances reasonably likely to become public that is critical of the Company or any of its affiliates (or any predecessor of either) within one (1) year of the termination of such employee's or independent contractor's employment or other service with the Company and its affiliates; or (ii) whether for the Executive's own account or for the account of any other person, firm, corporation or other business organization, intentionally interfere with the Company's or any of its affiliates, relationship with, or endeavor to entice away from the Company or any of its affiliates, or in any person who during way adversely affecting or otherwise maligning the Executive's employment with the Company and its affiliates (Business or the predecessors of either) is or was a customer or client reputation of the Company or any of its affiliates (or any predecessor of either)affiliates. (de) All memoranda, notes, lists, records, property and any other tangible product and documents (and all copies thereof) ), whether visually perceptible, machine-readable or otherwise, made, produced or compiled by the Executive or made available to the Executive concerning the Business business of the Company and or its affiliates affiliates, (i) shall at all times be the Company's property of the Company (and, as applicable, any affiliates) and shall be delivered to the Company at any time on upon its request, and (ii) upon the Executive’s termination of employment, shall be immediately returned to the Company.

Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company is the acquisitionowning, development and ownership acquiring, developing or operating of interests in hotel and resort properties including full service hotels and resorts, limited service hotels, extended stay hotels and upper upscale and luxury resorts manufactured housing communities (such businessbusinesses, and any and all other businesses that after the date hereof, and from time to time during the Term, become material and substantial with respect to the Company's then-overall business, herein being collectively referred to as the "BusinessBUSINESS"); (ii) the Company knows of a limited number of persons who have developed the Company's Business; (iii) the Company's Business is, in part, national in scope; (iiiiv) the Executive's work for the Company and its subsidiaries (and the predecessors of either) has given and will continue to give the Executive access to the confidential affairs and proprietary information of the Company and to "trade secrets", as defined in Section 688.002(4) of the Florida Statutes, the Company and its subsidiariesCompany; (v) the covenants and agreements of the Executive contained in this Section 6 are essential to the business and goodwill of the Company; and (vi) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6. In light of the foregoing, during the Term and (i) in the case of a termination by the Company for Cause, a termination by the Company without Cause, a termination by the Executive without Good Reason or a termination of Executive's employment after non-renewal of this Agreement, for a period of one year thereafter (1) year and (ii) and, as to Section 6.1(b) and (d), at any time during and after the Executive's employment with the Company and its subsidiaries (and the predecessors of either),): (a) The Executive shall not, directly or indirectly, own, manage, control or participate in the ownership, management, or control of, or be employed or engaged by or otherwise affiliated or associated as an employee, employer, consultant, agent, principal, partner, stockholder, corporate officer, director or in any other individual or representative capacity, engage or participate in any business with assets in excess of $500 million that is in competition in any manner whatsoever with the Business business of the Company in any county of any state or country or other jurisdiction in which the Company conducts its Businessowns or leases manufactured home communities. In the case of a termination by the Company without Cause or by the Executive for Good Reason, the preceding covenant shall expire on the date of termination; provided, however, that, notwithstanding the foregoing, (i) the Executive may own or participate in the ownership of any entity which he owned or managed or participated in the ownership or management of prior to the Effective Date hereof which ownership, management or participation has been disclosed to the Company; and (ii) the Executive may invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (Ai) such securities are traded on any national securities exchange or the National Association of Securities Dealers, Inc. Automated Quotation System, (Bii) the Executive is not a controlling person of, or a member of a group which controls, such entity and (C) the Executive does not, directly or indirectly, own one percent (1%) or more of any class of securities of such entity. (b) The Executive shall keep secret and retain in strictest confidence, and shall not use for his benefit or the benefit of others, except in connection with the business and affairs of the Company and its affiliates, all confidential matters relating to the Company's Business and the business of any of its affiliates and to the Company and any of its affiliates, learned by the Executive heretofore or hereafter directly or indirectly from the Company or any of its subsidiaries (or any predecessor of either) (the "Confidential Company InformationCONFIDENTIAL COMPANY INFORMATION"), including, without limitation, information with respect to the Business and any aspect thereof, profit or loss figures, and the Company's or its affiliates, ' (or any of their predecessors') properties, and shall not disclose such Confidential Company information Information to anyone outside of the Company except with the Company's express written consent and except for Confidential Company Information which (i) at the time of receipt or thereafter becomes publicly known through no wrongful act of the Executive; , (ii) is clearly obtainable in the public domain; , (iii) was not acquired by the Executive in connection with the Executive's employment or affiliation with the Company; , (iv) was not acquired by the Executive from the Company or its representatives or from a third-party who has an agreement with the Company not to disclose such information; representatives, or (v) is required to be disclosed by rule of law or by order of a court or governmental body or agency. (c) The Executive shall not, without the Company's prior written consent, directly or indirectly, (i) knowingly solicit or encourage to leave the employment or other service of the Company or any of its affiliates, any employee thereof or hire (on behalf of the Executive Executive) or any other person or entity) any employee who has left the employment or other service of the Company or any of its affiliates (or any predecessor of either) within one (1) year of the termination of such employee's or independent contractor's employment or other service with the Company and its affiliates; , or (ii) whether for the Executive's own account or for the account of any other person, firm, corporation or other business organization, intentionally interfere with the Company's or any of its affiliates, ' relationship with, or endeavor to entice away from the Company or any of its affiliates, any person who during the Executive's employment with the Company and its affiliates (or the predecessors of either) is or was a customer or client of the Company or any of its affiliates (or any predecessor of either); provided that this Section 6.1(c) shall not apply in the event of and effective upon a Change of Control. (d) All memoranda, notes, lists, records, property and any other tangible product and documents (and all copies thereof) made, produced or compiled by the Executive or made available to the Executive concerning the Business of the Company and its affiliates shall be the Company's property and shall be delivered to the Company at any time on request.