Common use of Covenant Not to Compete Clause in Contracts

Covenant Not to Compete. Seller agrees that, during the 3-year period immediately following the Closing, Seller shall not and shall cause its Subsidiaries, not to, within those countries set forth in Section 5.12 of the Company Disclosure Schedule, engage, directly or indirectly, in or directly or indirectly acquire, any ownership interest in any firm, corporation, partnership, proprietorship, limited liability company or other business entity that engages in the manufacturing of nitrogen (a “Competing Business”); provided, however, (i) that the restrictions contained in this Section 5.12 shall not restrict the ownership by Seller, its Subsidiaries, directly or indirectly, of less than 2% of the outstanding capital stock of any publicly traded company engaged in a Competing Business, (ii) it shall not be a violation of this Section 5.12 to operate a Competing Business that has been acquired by such Person, provided that such Competing Business accounted for less than 10% of the net revenues of the total business acquired and such Competing Business is sold within 12 months of such acquisition, (iii) nothing herein contained shall be construed to prevent Seller or its Affiliates from acquiring or merging with any business, Person or entity fifty percent (50%) or more of whose consolidated revenues for the most recently completed fiscal year prior to such acquisition were derived from businesses other than a Competing Business and, in such case, continuing to operate such Competing Business, (iv) nothing herein contained shall be construed to prevent Seller or its Affiliates from being acquired (through a merger or otherwise) by any business, Person or entity (a “Potential Acquirer”) who operates a Competing Business and who after such acquisition continues to operate a Competing Business so long as Seller and its direct subsidiaries do not operate a Competing Business and (v) that this Section 5.12 shall not apply to, prohibit or in anyway inhibit the Seller or its Subsidiaries from owning or operating its facility in North Bend, Ohio; provided, further that nothing in Section 5.12 shall prohibit the Seller or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer in the Ordinary Course of Business.

Covenant Not to Compete. (a) Seller agrees and each Seller Sub covenant and agree that, during except as permitted under this Section 5.04, for a period of three years after the 3-year period immediately following Closing Date, it will not, and, in the Closingcase of Seller, Seller shall not and shall will cause its Subsidiaries, Subsidiaries not to, within those countries set forth in Section 5.12 of the Company Disclosure Schedule, engage, directly or indirectly, in or directly or indirectly acquire, any ownership interest in any firm, corporation, partnership, proprietorship, limited liability company or other business entity that engages engage in the manufacturing Business anywhere in the world other than the United States of nitrogen (a “Competing Business”)America, its territories and possessions and the Excluded Territories; provided, however, that (i) nothing herein shall be construed to prevent Seller from owning as a passive investor up to five percent (5%) in any person that engages in the Business, and (ii) Seller's having entered into the Excluded Agreement shall not constitute a violation of this Section 5.04. (b) It is the desire and intent of the parties that the provisions of this Section 5.04 shall be enforced to the fullest extent permitted under the laws and public policies of each jurisdiction in which enforcement is sought. If any court determines that any provision of this Section 5.04 is unenforceable, such court shall have the power to reduce the duration or scope of such provision, as the case may be, or terminate such provision and, in reduced form, such provision shall be enforceable; it is the intention of the parties that the foregoing restrictions shall not be terminated, unless so terminated by a court, but shall be deemed amended to the extent required to render them valid and enforceable, such amendment to only apply with respect to the operation of this Section 5.04 in the jurisdiction of the court that has made the adjudication. (c) The parties acknowledge and agree that the restrictions contained in this Section 5.12 shall not restrict the ownership by Seller, its Subsidiaries, directly or indirectly, of less than 2% 5.04 are a reasonable and necessary protection of the outstanding capital stock immediate interest of Buyer, and any publicly traded company engaged violation of these restrictions would cause substantial injury to Buyer and Buyer would not have entered into this Agreement without receiving the additional consideration offered by Seller and the Seller Subs in binding itself to these restrictions. In the event of a Competing Businessbreach or a threatened breach by Seller or any of its Subs of these restrictions, Buyer shall be entitled to apply to any court of competent jurisdiction for an injunction restraining such person from such breach or threatened breach (ii) it without the necessity of providing the inadequacy of money damages as a remedy); provided, however, that the right to apply for injunctive relief shall not be a violation of this Section 5.12 to operate a Competing Business that has been acquired by construed as prohibiting Buyer from pursuing any other available remedies for such Person, provided that such Competing Business accounted for less than 10% of the net revenues of the total business acquired and such Competing Business is sold within 12 months of such acquisition, (iii) nothing herein contained shall be construed to prevent Seller breach or its Affiliates from acquiring or merging with any business, Person or entity fifty percent (50%) or more of whose consolidated revenues for the most recently completed fiscal year prior to such acquisition were derived from businesses other than a Competing Business and, in such case, continuing to operate such Competing Business, (iv) nothing herein contained shall be construed to prevent Seller or its Affiliates from being acquired (through a merger or otherwise) by any business, Person or entity (a “Potential Acquirer”) who operates a Competing Business and who after such acquisition continues to operate a Competing Business so long as Seller and its direct subsidiaries do not operate a Competing Business and (v) that this Section 5.12 shall not apply to, prohibit or in anyway inhibit the Seller or its Subsidiaries from owning or operating its facility in North Bend, Ohio; provided, further that nothing in Section 5.12 shall prohibit the Seller or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer in the Ordinary Course of Businessthreatened breach.

Covenant Not to Compete. Seller agrees that, during In order that Buyers may have and enjoy the 3-year period immediately following the Closing, Seller shall not and shall cause its Subsidiaries, not to, within those countries set forth in Section 5.12 full benefit of the Company Disclosure ScheduleBusiness, Parent agrees that Parent and its Subsidiaries will not, without the written approval of Buyers, (i) engage, directly or indirectly, in any activity involving the manufacture, production, marketing, advertising, distribution or sale of the products of the Business being produced or sold by the Company on the date hereof or on the Closing Date, or any products in the baked goods industry (the "COMPETITIVE PRODUCTS") anywhere in the world (the "COMPETITIVE ACTIVITY"), or (ii) directly or indirectly acquire, any ownership interest invest in any firmequity of or manage, corporationoperate or control or become a consultant with respect to any Competitive Activity for any Person that engage in any Competitive Activity for the period beginning on the Closing Date and ending on the fifth anniversary of the Closing Date (the "NONCOMPETITIVE PERIOD"). Notwithstanding the foregoing, partnership, proprietorship, limited liability company nothing contained herein shall limit the right of Parent to hold and make passive investments in securities of any Person that is registered on a national securities exchange or other business entity that engages admitted to trading privileges thereon or actively traded in the manufacturing of nitrogen (a “Competing Business”)generally recognized over-the-counter market; provided, however, (i) that the restrictions contained in this Section 5.12 Parent's and any of Parent's Subsidiaries' aggregate beneficial equity interest therein shall not restrict exceed 5% of the ownership by Selleroutstanding shares or interests in such Person. Except as the parties hereto shall otherwise agree, for a period of two years after the Closing Date, Parent and its SubsidiariesSubsidiaries shall not, directly or indirectly, hire or solicit to hire any Employee of less than 2% Existing Sub or Buyers to leave (or cause or seek to cause to leave) the employee of Existing Sub or Buyers, provided, that the outstanding capital stock of foregoing provision will not prevent Parent from hiring any publicly traded company engaged in a Competing Business, person (iia) it shall not be a violation of this Section 5.12 to operate a Competing Business that has been acquired whose employment was terminated by such Person, provided that such Competing Business accounted for less than 10% of the net revenues of the total business acquired and such Competing Business is sold within 12 months of such acquisition, Existing Sub or Buyers or (iii) nothing herein contained shall be construed to prevent Seller or its Affiliates from acquiring or merging with any business, Person or entity fifty percent (50%) or more of whose consolidated revenues for the most recently completed fiscal year prior to such acquisition were derived from businesses other than a Competing Business and, in such case, continuing to operate such Competing Business, (iv) nothing herein contained shall be construed to prevent Seller or its Affiliates from being acquired (through a merger or otherwise) by any business, Person or entity (a “Potential Acquirer”b) who operates responds to a Competing Business and who after such acquisition continues to operate a Competing Business so long as Seller and its direct subsidiaries do general solicitation of employment not operate a Competing Business and (v) that this Section 5.12 shall not apply to, prohibit specifically directed towards employees of Existing Sub or in anyway inhibit the Seller or its Subsidiaries from owning or operating its facility in North Bend, Ohio; provided, further that nothing in Section 5.12 shall prohibit the Seller or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer in the Ordinary Course of BusinessBuyers.

Covenant Not to Compete. Seller agrees that, during the 3-year period immediately following the Closing, Seller shall not and shall cause its Subsidiaries, not to, within those countries set forth in Section 5.12 of the Company Disclosure Schedule, engage, directly or indirectly, in or directly or indirectly acquire, any ownership interest in any firm, corporation, partnership, proprietorship, limited liability company or other business entity The Employee expressly acknowledges that engages in the manufacturing of nitrogen (a “Competing Business”); provided, however, (i) that the restrictions Company is and will be engaged in the manufacture of lines of adhesives, sealants and coatings; (ii) the Employee is one of a limited number of persons who has extensive knowledge and expertise relevant to the businesses of the Company, its Subsidiaries and their Affiliates; (iii) the Employee's performance of his services for the Company hereunder will afford him full and complete access to and cause him to become highly knowledgeable about the Company's, its Subsidiaries' and their Affiliates' Confidential Information; (iv) the agreements and covenants contained in this Section 5.12 4.5 are essential to protect the business and goodwill of the Company, its Subsidiaries and their Affiliates because, if the Employee enters into any activities competitive with the businesses of the Company, its Subsidiaries and their Affiliates, he will cause substantial harm to the Company or its Subsidiaries and Affiliates; and (v) his covenants to the Company, its Subsidiaries and their Affiliates set forth in this Section 4.5 are being made in partial consideration of the Company's grant of the Option to him. Accordingly, the Employee hereby agrees that while he is employed by the Company hereunder and for the one (1) year period thereafter (the "NON-COMPETITION PERIOD"), he shall not restrict directly or indirectly own any interest in, invest in, lend to, borrow from, manage, control, participate in, consult with, become employed by, render services to, or in any other manner whatsoever engage in, any business which is competitive with any lines of business actively being engaged in by the ownership by SellerCompany, its SubsidiariesSubsidiaries and their Affiliates or actively (and demonstrably) being considered by the Company, directly its Subsidiaries and their Affiliates for entry into on the date of the termination of the Employment Period, within any states or indirectlygeographical regions in which any such line of business is being conducted or in which the Company, its Subsidiaries and their Affiliates is or are actively (and demonstrably) considering engaging in on the date of less the termination of the Employment Period. The preceding to the contrary notwithstanding, the Employee shall be free to make investments in the publicly traded securities of any corporation, provided that such investments do not amount to more than 21% of the outstanding capital stock securities of any publicly traded company engaged in a Competing Business, (ii) it shall not be a violation of this Section 5.12 to operate a Competing Business that has been acquired by such Person, provided that such Competing Business accounted for less than 10% of the net revenues of the total business acquired and such Competing Business is sold within 12 months class of such acquisition, (iii) nothing herein contained shall be construed to prevent Seller or its Affiliates from acquiring or merging with any business, Person or entity fifty percent (50%) or more of whose consolidated revenues for the most recently completed fiscal year prior to such acquisition were derived from businesses other than a Competing Business and, in such case, continuing to operate such Competing Business, (iv) nothing herein contained shall be construed to prevent Seller or its Affiliates from being acquired (through a merger or otherwise) by any business, Person or entity (a “Potential Acquirer”) who operates a Competing Business and who after such acquisition continues to operate a Competing Business so long as Seller and its direct subsidiaries do not operate a Competing Business and (v) that this Section 5.12 shall not apply to, prohibit or in anyway inhibit the Seller or its Subsidiaries from owning or operating its facility in North Bend, Ohio; provided, further that nothing in Section 5.12 shall prohibit the Seller or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer in the Ordinary Course of Businesscorporation.

Covenant Not to Compete. Seller agrees thatFrom and after the Closing Date and until the fifth (5th) anniversary of the Closing Date, during neither the 3-year period immediately following Parent nor any of the ClosingParent Affiliates shall, Seller within the United States or Canada, engage in any Competing Business. The Parent hereby represents and warrants that it does not presently intend to enter into any Competing Business, and covenants that it shall not and shall cause its Subsidiaries, not to, within those countries set forth in Section 5.12 of the Company Disclosure Schedule, engagetake any action, directly or indirectly, in or directly or indirectly acquire, any ownership interest in any firm, corporation, partnership, proprietorship, limited liability company or other business entity that engages in the manufacturing of nitrogen (a “Competing Business”); provided, however, (i) that the restrictions contained in intended to enable it to avoid its obligations under this Section 5.12 shall not restrict 6.13. Notwithstanding the ownership by Seller, its Subsidiaries, directly or indirectly, of less than 2% of foregoing: (a) the outstanding capital stock of Parent and the Parent Affiliates may: (x) acquire any publicly traded company engaged in a Competing Business, (ii) it shall not be a violation of this Section 5.12 to operate a Competing Business that has been acquired by such Person, provided that such Competing Business accounted for Person less than 10% of the net revenues whose consolidated revenue is derived from a Competing Business, provided, that, if such Person was not engaged in a Competing Business prior to such acquisition, such Person shall not engage in any Competing Business following such acquisition or (y) acquire any Person more than 10% of the total business acquired and whose consolidated revenue is derived from a Competing Business, provided, that, such Person divests or otherwise disposes of all or a portion of such Competing Business such that less than 10% of such Person's consolidated revenue is sold within 12 derived from a Competing Business on the date that is six (6) months after the consummation of such acquisition (and, for the avoidance of doubt, the foregoing 10% consolidated revenue limitations shall refer only to the consolidated revenue of the top tier entity acquired in any such acquisition, and not to the consolidated revenue of any Subsidiary thereof on a stand-alone basis) and Purchasers are given a right of first refusal on any such divestiture or disposal of a Competing Business; (b) the restrictions of this Section 6.13 shall not apply to (x) the Parent or any of the Parent Affiliates in the event the Parent becomes a Controlled Subsidiary of any third party other than a Competitor, (y) any Parent Affiliate that is not engaged in the business of ATM Management Services in the event that such Parent Affiliate becomes a Controlled Subsidiary of any third party or (z) any Parent Affiliate that is engaged in the business of ATM Management Services in the event that such Parent Affiliate becomes a Controlled Subsidiary of any third party other than a Competitor; (c) the restrictions on transactions involving a Competitor that are described in subclauses (b)(x) and (b)(z) above shall not apply on and after the third (3rd) anniversary of the Closing Date; and (d) the Parent acknowledges and agrees that, due to the unique nature of the non-compete provision described in this Section 6.13, there can be no adequate remedy at law for any breach of its obligations under Section 6.13, that any breach of the provisions of Section 6.13 may result in irreparable harm to the Purchasers, and therefore, that upon any such breach or any threat thereof, the Purchasers shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at law and to be indemnified by the Parent from any loss or harm, including, without limitation, reasonable attorneys' fees, in connection with any breach or enforcement of the Parent's obligations hereunder. For purposes of this Section 6.13, Parent is a "Controlled Subsidiary" of another Person if such second Person directly or indirectly owns 50% or more of the voting securities of Parent and a Parent Affiliate is a "Controlled Subsidiary" of another Person if such second Person directly or indirectly (i) owns 50% or more of the voting securities of such Parent Affiliate, (ii) has the right to appoint a majority of the board of directors of such Parent Affiliate or (iii) nothing herein contained shall be construed to prevent Seller or its Affiliates from acquiring or merging with any business, Person or entity fifty percent (50%) or owns more than 25% of whose consolidated revenues for the most recently completed fiscal year prior to voting securities of such acquisition were derived from businesses other than a Competing Business and, in Parent Affiliate and has controlling influence over such case, continuing to operate such Competing Business, (iv) nothing herein contained shall be construed to prevent Seller or its Affiliates from being acquired (through a merger or otherwise) by any business, Person or entity (a “Potential Acquirer”) who operates a Competing Business and who after such acquisition continues to operate a Competing Business so long as Seller and its direct subsidiaries do not operate a Competing Business and (v) that this Section 5.12 shall not apply to, prohibit or in anyway inhibit the Seller or its Subsidiaries from owning or operating its facility in North Bend, Ohio; provided, further that nothing in Section 5.12 shall prohibit the Seller or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer in the Ordinary Course of BusinessParent Affiliate.

Covenant Not to Compete. (a) Seller agrees thatthat for a period (such period, during the 3“Non-year period immediately following Compete Expiration Date”) between the ClosingClosing Date and the earliest to occur of (i) the third anniversary of the Closing Date; (ii) the first anniversary of the date of a Buyer Change of Control; and (iii) the first anniversary of the date of a Seller Change of Control, Seller shall not not, and shall cause its Subsidiaries, Affiliates not to, within those countries set forth in Section 5.12 of the Company Disclosure Schedule, engage, directly or indirectly, in manage, operate, control, engage or directly or indirectly acquire, acquire any ownership interest in any firm, corporation, partnership, proprietorship, limited liability company proprietorship or other business entity that engages in a business in competition with Buyer with respect to the manufacturing Base PM Business, as the Base PM Business has been conducted during the twelve (12) month period preceding the date of nitrogen this Agreement, on a worldwide basis (each a “Seller Competing Business”); provided, however, (i) that the restrictions contained in this Section 5.12 shall not restrict the ownership by Seller, its Subsidiaries, directly or indirectly, of less than 2% of the outstanding capital stock of any publicly traded company engaged in a Competing Business, (ii) it shall not be a violation of this Section 5.12 7.7(a) for Seller or any of its Affiliates (i) to operate own, directly or indirectly, solely as an investment, securities of any Person that are traded on a national securities exchange (or a securities exchange outside the U.S.) if Seller or any of its Affiliates (A) is not a controlling Person or a member of a group that controls such Person and (B) does not, directly or indirectly, own more than 5% of the voting securities of such Person, (ii) to directly or indirectly acquire any Person that includes a Seller Competing Business that has been acquired by that, at the time of such acquisition, constituted less than 20% of the assets or revenue of such Person, provided that Seller disposes of such Seller Competing Business accounted for less within twelve (12) months after the closing date of such acquisition (regardless of whether such twelve (12) month period extends beyond the Non-Compete Expiration Date) or (iii) provide services pursuant to the Transition Services Agreement. Also, in the event that from the period between the Closing Date until the Non-Compete Expiration Date, Seller completes a business combination transaction with a Person that is engaged in any Seller Competing Business, which transaction results in such Person beneficially owning more than 1050% of the net revenues voting power of the total voting securities of Seller outstanding immediately prior to the consummation of such transaction (a “Seller Change of Control”), such Person and its Affiliates (other than Seller (or the surviving entity of Seller or successor in interest of Seller or its assets) and its Subsidiaries) shall not be subject to the restrictions in this Section 7.7(a) and Buyer and its Affiliates shall not be subject to the restrictions in Section 7.7(b). For avoidance of doubt, nothing in this Section 7.7(a) shall prevent Seller or any of its Affiliates from operating, and it shall not be a violation of this Section 7.7(a) for Seller or any of its Affiliates to operate, the Non-PM Business. (b) Buyer agrees that until the Non-Compete Expiration Date, Buyer shall not, and shall cause its Affiliates not to, directly or indirectly, manage, operate, control, engage or acquire any ownership interest in any firm, corporation, partnership, proprietorship or other business acquired entity that engages in a business in competition with Seller with respect to the Non-PM Business, as the Non-PM Business has been conducted during the twelve (12) month period preceding the date of this Agreement, on a worldwide basis (each a “Buyer Competing Business”); provided, however, that it shall not be a violation of this Section 7.7(b) for Buyer or any of its Affiliates (i) to own, directly or indirectly, solely as an investment, securities of any Person that are traded on a national securities exchange (or a securities exchange outside the U.S.) if Buyer or any of its Affiliates (A) is not a controlling Person or a member of a group that controls such Person and (B) does not, directly or indirectly, own more than 5% of the voting securities of such Person, (ii) to directly or indirectly acquire any Person that includes a Buyer Competing Business is sold within 12 months that, at the time of such acquisition, constituted less than 20% of the assets or revenue of such Person, provided that Buyer disposes of such Buyer Competing Business within twelve (12) months after the closing date of such acquisition (regardless of whether such twelve (12) month period extends beyond the Non-Compete Expiration Date) or (iii) provide services pursuant to the Transition Services Agreement, or use the marks subject of, and pursuant to, the Trademark License Agreement. Also, in the event that from the period between the Closing Date until the Non-Compete Expiration Date, Buyer completes a business combination transaction with a Person that is engaged in any Buyer Competing Business, which transaction results in such Person beneficially owning more than 50% of the voting power of the voting securities of Buyer outstanding immediately prior to the consummation of such transaction (a “Buyer Change of Control”), such Person and its Affiliates (other than Buyer (or the surviving entity of Buyer or successor in interest of Buyer or its assets) and its Subsidiaries) shall not be subject to the restrictions in this Section 7.7(b) and Seller and its Affiliates shall not be subject to the restrictions in Section 7.7(a). For avoidance of doubt, nothing herein contained in this Section 7.7(b) shall be construed to prevent Seller Buyer or any of its Affiliates from acquiring operating, and it shall not be a violation of this Section 7.7(b) for Buyer or merging with any business, Person or entity fifty percent (50%) or more of whose consolidated revenues for the most recently completed fiscal year prior to such acquisition were derived from businesses other than a Competing Business and, in such case, continuing its Affiliates to operate such Competing Business, (iv) nothing herein contained shall be construed to prevent Seller or its Affiliates from being acquired (through a merger or otherwise) by any business, Person or entity (a “Potential Acquirer”) who operates a Competing Business and who after such acquisition continues to operate a Competing Business so long as Seller and its direct subsidiaries do not operate a Competing Business and (v) that this Section 5.12 shall not apply to, prohibit or in anyway inhibit the Seller or its Subsidiaries from owning or operating its facility in North Bend, Ohio; provided, further that nothing in Section 5.12 shall prohibit the Seller or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer in the Ordinary Course of Patient Monitoring Business.

Covenant Not to Compete. Seller agrees that(a) In connection with the transfer of the Business to NEOGEN, during for the 3period from the Closing Date until the fifth anniversary of the Closing Date, SELLERS will not compete with NEOGEN anywhere in the world in the marketing and sale of products, assays and services in the Food Testing Field; provided that (i) SELLERS' marketing and sale of any products, assays and services in any field outside the Food Testing Field, including without limitation thereto in the fields of human research, plant research and animal research, human clinical research and human clinical use, shall be permitted on a worldwide basis and not construed as violating this Section 9.5, and (ii) SELLERS' licensing of any patent rights in any field of use, other than licensing to any third parties (except for any licenses issued in the Food Testing Field pursuant to Gen-year period immediately following Probe Obligations as defined in Exhibit D) in the ClosingFood Testing Field of any patent rights licensed exclusively to NEOGEN, Seller shall be permitted on a worldwide basis and not construed as violating this Section 9.5, and (iii) in the event of a purchase of SELLERS by an entity having existing operations in the Food Testing Field before the date of such purchase of SELLERS ("ENTITY"), the continued performance by the ENTITY of its operations in the Food Testing Field shall not be construed as violating this Section 9.5, provided that the ENTITY's last annual total product revenues in the Food Testing Field shall not exceed 10% of the ENTITY's last annual total revenues. (b) NEOGEN acknowledges that this non-compete covenant shall not be construed as violated by any research and development activities outside of the Food Testing Field of SELLERS, either performed internally or with third party collaborators. Section 9.5 shall cause its Subsidiariesnot preclude SELLERS from holding, as a passive investment, not tomore than five percent (5%) of any class of securities, within those countries set forth in Section 5.12 which class is publicly traded on a U.S. securities exchange or the NASDAQ National Market, of the Company Disclosure Schedule, engage, directly or indirectly, in or directly or indirectly acquire, any ownership interest in any firm, corporation, partnership, proprietorship, limited liability company business or other business entity that engages in the manufacturing of nitrogen (a “Competing Business”); provided, however, (i) that the restrictions contained in this Section 5.12 shall not restrict the ownership by Seller, its Subsidiaries, with operations directly or indirectly, of less than 2% of the outstanding capital stock of any publicly traded company engaged in a Competing Business, (ii) it shall not be a violation of this Section 5.12 to operate a Competing Business that has been acquired by such Person, provided that such Competing Business accounted for less than 10% of the net revenues of the total business acquired and such Competing Business is sold within 12 months of such acquisition, (iii) nothing herein contained shall be construed to prevent Seller or its Affiliates from acquiring or merging competitive with any business, Person or entity fifty percent (50%) or more of whose consolidated revenues for the most recently completed fiscal year prior to such acquisition were derived from businesses other than a Competing Business and, in such case, continuing to operate such Competing Business, (iv) nothing herein contained shall be construed to prevent Seller or its Affiliates from being acquired (through a merger or otherwise) by any business, Person or entity (a “Potential Acquirer”) who operates a Competing Business and who after such acquisition continues to operate a Competing Business so long as Seller and its direct subsidiaries do not operate a Competing Business and (v) that this Section 5.12 shall not apply to, prohibit or in anyway inhibit the Seller or its Subsidiaries from owning or operating its facility in North Bend, Ohio; provided, further that nothing in Section 5.12 shall prohibit the Seller or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer in the Ordinary Course of BusinessNEOGEN.

Covenant Not to Compete. Seller agrees that, during NON-SOLICITATION. (a) Sellers hereby covenant that at all times from the 3-year period immediately following Closing Date until the Closing, Seller shall not and shall cause its Subsidiaries, not to, within those countries set forth in Section 5.12 fifth (5th) anniversary of the Company Disclosure ScheduleClosing Date, engageSellers and their respective Affiliates shall not, directly or indirectly, in or directly or indirectly acquire, any ownership interest in any firm, corporation, partnership, proprietorship, limited liability company or other business entity that engages in the manufacturing of nitrogen (a “Competing Business”); provided, however, except (i) as a consultant or contractor to or of Buyer (or any Affiliate of Buyer), or their successors), own, lease, manage, operate, control, or participate in any manner with the ownership, leasing, management, operation or control of any business which offers services in competition with the services of the Facilities within a one hundred (100) mile radius of any of the Facilities (the "RESTRICTED AREA"), without Buyer's prior written consent (which Buyer may withhold in its sole and absolute discretion). In the event of a breach of this Section 9.1, Sellers recognizes that monetary damages shall be inadequate to compensate Buyer and Buyer shall be entitled, without the posting of a bond or similar security, to an injunction restraining such breach, with the costs (including attorneys' fees) of securing such injunction to be borne by Sellers. Nothing contained herein shall be construed as prohibiting Buyer from pursuing any other remedy available to it for such breach or threatened breach. All parties hereto hereby acknowledge the necessity of protection against the competition of Sellers and their Affiliates and that the nature and scope of such protection has been carefully considered by the parties. Sellers further acknowledge and agree that the covenants and provisions of this Section 9.1 form part of the consideration under this Agreement and are among the inducements for Buyer entering into and consummating the transactions contemplated herein. The period provided and the area covered are expressly represented and agreed to be fair, reasonable and necessary. The consideration provided for herein is deemed to be sufficient and adequate to compensate for agreeing to the restrictions contained in this Section 5.12 Article 9 and no part of the consideration is intended to be inducement or remuneration for the referral of patients. If, however, any court determines that the foregoing restrictions are not reasonable, such restrictions shall not restrict be modified, rewritten or interpreted to include as much of their nature and scope as will render them enforceable. (b) Sellers hereby covenant that at all times from the ownership by Sellerdate hereof until the third (3rd) anniversary of the Closing Date, its SubsidiariesSellers and their respective Affiliates shall not, directly or indirectlyindirectly solicit, hire, employ, engage, or assist others in soliciting, hiring, employing or engaging, any employee of less than 2% Buyer or its affiliates that became such in connection with the Closing of the outstanding capital stock of any publicly traded company engaged in a Competing Business, (ii) it shall not be a violation of this Section 5.12 to operate a Competing Business that has been acquired by such Person, provided that such Competing Business accounted for less than 10% of the net revenues of the total business acquired and such Competing Business is sold within 12 months of such acquisition, (iii) nothing herein contained shall be construed to prevent Seller or its Affiliates from acquiring or merging with any business, Person or entity fifty percent (50%) or more of whose consolidated revenues for the most recently completed fiscal year prior to such acquisition were derived from businesses other than a Competing Business and, in such case, continuing to operate such Competing Business, (iv) nothing herein contained shall be construed to prevent Seller or its Affiliates from being acquired (through a merger or otherwise) by any business, Person or entity (a “Potential Acquirer”) who operates a Competing Business and who after such acquisition continues to operate a Competing Business so long as Seller and its direct subsidiaries do not operate a Competing Business and (v) that this Section 5.12 shall not apply to, prohibit or in anyway inhibit the Seller or its Subsidiaries from owning or operating its facility in North Bend, Ohio; provided, further that nothing in Section 5.12 shall prohibit the Seller or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer in the Ordinary Course of Businesstransactions contemplated herein.

Covenant Not to Compete. For a period of four years from and after the Closing Date, neither the Seller agrees that, during the 3-year period immediately following the Closing, Seller shall not and shall cause its Subsidiaries, not to, within those countries set forth in Section 5.12 nor any of the Company Disclosure Schedule, engage, directly or indirectly, Shareholders will in or any capacity whatsoever engage directly or indirectly acquirein: (i) the design, manufacture, sale or repair of industrial watertube boilers, ducts, stacks, and/or waste heat boilers which compete with those sold, offered for sale or under design by the Seller during the one year period preceding the Closing Date and which are destined for use in the United States or any ownership interest foreign country within which the Seller sold or offered to sell the same during the one year period preceding the Closing Date; (ii) the design, manufacture, sale or repair of fabricated metal products which are of a type similar to those fabricated metal products designed, manufactured, sold or repaired by the Seller during the one year period preceding the Closing Date (specifically including, but not limited to, guard rails, motorcycle jacks, tire repair equipment and/or ovens) and which are destined for use in the United States or any firmforeign country within which the Seller sold or offered to sell the same during the one period preceding the Closing Date; (iii) the solicitation or attempted solicitation of business (of the type engaged in by the Seller during the one year period preceding the Closing Date) from any Person who was a customer of the Seller (or from whom the Seller solicited business) during the one year period preceding the Closing Date; (iv) any action that is intended or designed to have the effect of discouraging any Person who was an employee, corporationagent, partnershiplessor, proprietorshiplicensor, limited liability company customer, supplier, or other business entity that engages in associate of the manufacturing Seller during the twelve month period preceding the Closing Date from maintaining the same business relationships with the Buyer as were maintained with the Seller; and/or (v) any effort to attempt to hire or otherwise obtain the services of nitrogen (a “Competing Business”); provided, however, (i) that any person who was employed by the restrictions contained in this Section 5.12 shall not restrict Seller during the one year period preceding the Closing Date. The ownership by Seller, its Subsidiaries, directly or indirectly, of less than 25% of the outstanding capital stock of any publicly traded company engaged in a Competing Business, (ii) it corporation shall not be deemed to violate the foregoing provisions. The Parties hereby acknowledge and agree that (a) the Seller's business is international in scope, (b) the Seller's most significant asset is its goodwill, as is evidenced by the allocation of the Purchase Price as set forth in Exhibit I attached hereto, (c) the foregoing restrictions are reasonable and necessary to protect such goodwill, (d) without such restrictions the Seller and the Shareholders would by virtue of their prior experience and contacts be in a position to unfairly compete with the Buyer and destroy the value of the goodwill which the Buyer is purchasing, (e) the Buyer would suffer irreparable harm in the event of a breach of the foregoing restrictions and, accordingly (f) the Buyer, in addition to any other remedies available to it, shall be entitled to injunctive relief without the posting of a bond or other collateral. The Parties also agree that the term of the foregoing restrictions shall without further action by the Parties be automatically extended by any period the Seller and/or any of the Shareholders are determined to have been in violation of this Section 5.12 to operate a Competing Business that has been acquired by any such Person, provided that such Competing Business accounted for less than 10% of the net revenues of the total business acquired and such Competing Business is sold within 12 months of such acquisition, (iii) nothing herein contained shall be construed to prevent Seller or its Affiliates from acquiring or merging with any business, Person or entity fifty percent (50%) or more of whose consolidated revenues for the most recently completed fiscal year prior to such acquisition were derived from businesses other than a Competing Business and, in such case, continuing to operate such Competing Business, (iv) nothing herein contained shall be construed to prevent Seller or its Affiliates from being acquired (through a merger or otherwise) by any business, Person or entity (a “Potential Acquirer”) who operates a Competing Business and who after such acquisition continues to operate a Competing Business so long as Seller and its direct subsidiaries do not operate a Competing Business and (v) that this Section 5.12 shall not apply to, prohibit or in anyway inhibit the Seller or its Subsidiaries from owning or operating its facility in North Bend, Ohio; provided, further that nothing in Section 5.12 shall prohibit the Seller or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer in the Ordinary Course of Businessrestrictions.

Covenant Not to Compete. Seller agrees that(a) During the period commencing on the date hereof and continuing until the expiration of one (1) year from the date on which Xx. Xxxxxxxxx’x employment with the Company terminates (the “Restricted Period”), during Xx. Xxxxxxxxx shall not, without the 3-year period immediately following the Closing, Seller shall not and shall cause its Subsidiaries, not to, within those countries set forth in Section 5.12 prior written consent of the Company, which consent the Company Disclosure Schedule, engagemay grant or withhold in its sole discretion, directly or indirectly, in for her own account or directly or indirectly acquirethe account of others, any ownership interest in any firmgeographic areas in which Xx. Xxxxxxxxx provided services to the Company, corporationor about which Xx. Xxxxxxxxx obtained Proprietary Information, partnershipduring the last two years of her employment by the Company, proprietorshipas an employee, limited liability company consultant, partner, officer, director or stockholder (other than a holder of less than five percent (5%) of the issued and outstanding stock or other business entity that engages equity securities of an issuer whose securities are publicly traded) engage in the manufacturing importing, production, marketing, sale or distribution to distributors of nitrogen (a “Competing Business”); providedany beer, howevermalt beverage, hard cider or product produced by the Company at any time during Xx. Xxxxxxxxx’x tenure as an employee of the Company (i) which is either produced outside of the United States and imported into the United States or produced within the United States and (ii) which has a wholesale price within twenty-five percent (25%) of the wholesale price of any of the Company’s products, including but not limited to products marketed under the trade names XXXXXX XXXXX, TWISTED TEA, ANGRY ORCHARD, TRULY, DOGFISH HEAD and such other trade names as the Company may use to market its products during Xx. Xxxxxxxxx’x employment with the Company. Xx. Xxxxxxxxx acknowledges that she has read and understands this provision, and that she has agreed to it knowingly and voluntarily, in order to obtain the restrictions contained benefits provided to Xx. Xxxxxxxxx by the Company. Notwithstanding the foregoing, in the event that you breach your fiduciary duty to the Company, and/or you have unlawfully taken, physically or electronically, property belonging to the Company, the Restricted Period shall be twenty-four (24) months from the date of your employment termination. (b) Notwithstanding the provisions of paragraph (a) above, Xx. Xxxxxxxxx shall not be restricted from pursuing the exploitation of the international production and distribution of the Dogfish Head brand family, in accordance with the License Agreement entered into between one of her affiliates and Dogfish Head Marketing LLC on May 8, 2019 (the “License”). For the avoidance of doubt, even after the termination of this Agreement pursuant to Section 5.12 6 or otherwise, Xx. Xxxxxxxxx will not be restricted from manufacturing, distributing, selling, marketing or otherwise exploiting the Dogfish Head brand outside of the United States and Canada, even if such activities constitute competition with the Company. (c) The provisions of paragraph (a) above shall also not restrict the ownership by Sellerright of Xx. Xxxxxxxxx to participate in the manufacture and distribution of Dogfish Head brand family products in the United States and Canada, its Subsidiariesin competition with products in the Xxxxxx Xxxxx brand family, directly or indirectlyif Xx. Xxxxxxxxx resigns from the Company and her husband, Xxxxxx X. Xxxxxxxxx III (“Xx. Xxxxxxxxx”) reacquires all rights to the Dogfish Head brand family, in connection with a Change of less than 2% Control of Parent prior to the outstanding capital stock expiration of any publicly traded company engaged in a Competing Business, twenty-four (ii24) it shall not be a violation months from and after the date of this Section 5.12 to operate a Competing Business that has been acquired by such Person, provided that such Competing Business accounted for less than 10% of the net revenues of the total business acquired and such Competing Business is sold within 12 months of such acquisition, (iii) nothing herein contained shall be construed to prevent Seller or its Affiliates from acquiring or merging with any business, Person or entity fifty percent (50%) or more of whose consolidated revenues for the most recently completed fiscal year prior to such acquisition were derived from businesses other than a Competing Business and, in such case, continuing to operate such Competing Business, (iv) nothing herein contained shall be construed to prevent Seller or its Affiliates from being acquired (through a merger or otherwise) by any business, Person or entity (a “Potential Acquirer”) who operates a Competing Business and who after such acquisition continues to operate a Competing Business so long as Seller and its direct subsidiaries do not operate a Competing Business and (v) that this Section 5.12 shall not apply to, prohibit or in anyway inhibit the Seller or its Subsidiaries from owning or operating its facility in North Bend, Ohio; provided, further that nothing in Section 5.12 shall prohibit the Seller or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer in the Ordinary Course of BusinessAgreement.

Covenant Not to Compete. Seller In order to assist me in the performance of my duties, Company agrees thatto provide me with certain Proprietary Information belonging to Company, to which I previously did not have access, and which I promise not to disclose, as further specified in paragraph 3 above. In consideration of Company’s provision to me of this certain Proprietary Information, I agree that during my employment and for a period of [ ] months after the date that my employment is terminated (collectively the “Covenant Period”), for any reason or no reason, I will not, in any part of the Territory (as defined below) perform the same or similar job duties, responsibilities, and services that I have performed, am currently performing, or will in the future perform for the Company during my employment (“Company Services”) for any Competitor (as defined below). For the purposes of this Agreement, Territory is defined as the territory within 150 miles of (x) any ice manufacturing facility or ice manufacturing equipment owned or operated by the Company or its Subsidiaries or acquired by the Company after the date hereof or (y) any facility, company or territory being actively evaluated by the Company during the 3-year period immediately following Term, which active evaluation I had actual knowledge of, as a likely acquisition or expansion opportunity within the Closingtwelve (12) months preceding the termination of my employment. For the purposes of this Agreement, Seller a Competitor is defined as any business which directly competes with the Company in the ice business. I further agree that during the Covenant Period, I will not own, manage, operate, control, or participate in the ownership, management, operation or control of any Competitor located within the Territory. Notwithstanding the foregoing, this Section 12.1 shall not and shall cause its Subsidiaries, not to, within those countries set forth preclude me from investing my personal assets in Section 5.12 the securities of the Company Disclosure Schedule, engage, directly or indirectly, in or directly or indirectly acquire, any ownership interest in any firm, corporation, partnership, proprietorship, limited liability company corporation or other business entity that engages which is a Competitor if such securities are traded on a national stock exchange, through an automated inter-dealer quotation system or in the manufacturing of nitrogen (a “Competing Business”); providedover-the-counter-market and if such investment does not result in my beneficially owning, howeverat any time, (i) that the restrictions contained in this Section 5.12 shall not restrict the ownership by Seller, its Subsidiaries, directly or indirectly, of less more than 21% of the outstanding capital stock class of any publicly publicly-traded company engaged in a Competing Business, (ii) it shall not be a violation of this Section 5.12 to operate a Competing Business that has been acquired by such Person, provided that such Competing Business accounted for less than 10% of the net revenues of the total business acquired and such Competing Business is sold within 12 months equity securities of such acquisition, (iii) nothing herein contained shall be construed to prevent Seller or its Affiliates from acquiring or merging with any business, Person or entity fifty percent (50%) or more of whose consolidated revenues for the most recently completed fiscal year prior to such acquisition were derived from businesses other than a Competing Business and, in such case, continuing to operate such Competing Business, (iv) nothing herein contained shall be construed to prevent Seller or its Affiliates from being acquired (through a merger or otherwise) by any business, Person or entity (a “Potential Acquirer”) who operates a Competing Business and who after such acquisition continues to operate a Competing Business so long as Seller and its direct subsidiaries do not operate a Competing Business and (v) that this Section 5.12 shall not apply to, prohibit or in anyway inhibit the Seller or its Subsidiaries from owning or operating its facility in North Bend, Ohio; provided, further that nothing in Section 5.12 shall prohibit the Seller or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer in the Ordinary Course of BusinessCompetitor.

Covenant Not to Compete. (a) Seller agrees thatagrees, during to the 3-year maximum extent not violative of applicable Law, for a period immediately of four (4) years following the ClosingClosing Date, Seller shall will not, and will not and shall cause permit any of its SubsidiariesAffiliates, not to, within those countries set forth in Section 5.12 of the Company Disclosure Schedule, engage, directly or indirectly, in or directly or indirectly acquire, any ownership interest in any firm, corporation, partnership, proprietorship, limited liability company or other business entity that engages to engage anywhere in the manufacturing of nitrogen (a “Competing Business”); world in the Restricted Business provided, however, (i) that the restrictions contained in this Section 5.12 shall not restrict the ownership by Seller, its Subsidiaries, directly or indirectly, of less than 2% of the outstanding capital stock of any publicly traded company engaged in a Competing Business, (ii) it shall not be a violation of this Section 5.12 to operate a Competing Business that has been acquired by such Person, provided that such Competing Business accounted for less than 10% of the net revenues of the total business acquired and such Competing Business is sold within 12 months of such acquisition, (iii) nothing herein contained shall be construed to prevent Seller or its Affiliates from acquiring (w) owning, directly or merging with indirectly, up to 5% of a class of equity securities issued by any business, Person engaged in the Restricted Business that is publicly traded or entity fifty percent listed on any securities exchange or automated quotation system; (50%x) or more of whose consolidated revenues for conducting any business conducted by them on the most recently completed fiscal year prior to such acquisition were derived from businesses Closing Date (other than a Competing those conducted through the Transferred Companies, with the exception of the Wafer Reclaim Business, the Pigments Business andand the Additives Business), in such caseincluding, continuing to operate such Competing without limitation, the Chemetall Business, the Wafer Reclaim Business, the Pigments Business and the Additives Business, (ivy) nothing herein contained the business carried on by Rockwood Electronic Materials SAS as of the Closing Date or (z) acquiring any Entity or business, which is not substantially engaged in the Restricted Business; provided, however, that if more than 15% of the revenues of the acquired Entity or business is attributed to the Restricted Business, Seller will or will cause its applicable Affiliate, as the case may be, to use reasonable efforts to dispose of such portion of such Entity or business to the extent that it engages in the Restricted Business within twelve (12) months of the consummation of such acquisition by Seller or such Affiliate. For purposes of this Section 4.13(a), “not substantially engaged in the Restricted Business” shall be construed mean that no more than 30% of the revenue derived from the last complete fiscal year of such acquired Entity or business (calculated on a consolidated basis) was attributed to prevent the Restricted Business. (b) For a period of 18 months year from and after the Closing Date, Seller shall not, and shall cause its Affiliates not to solicit any Business Employees to leave employment with the Transferred Companies; provided, however, this paragraph (b) will not prohibit Seller or its Affiliates from being acquired making generalized searches for employees by the use of advertisements in the media (through a merger including trade media, newspapers or otherwiseinternet advertising) or by any businessengaging search firms to engage in searches, Person in each case, that are not targeted or entity focused on the employees of the Transferred Companies. (a “Potential Acquirer”c) who operates a Competing Business and who after such acquisition continues to operate a Competing Business so long as Seller and its direct subsidiaries do not operate a Competing Business The provisions of paragraphs (a) and (vb) that of this Section 5.12 4.13 will apply only to Rockwood Holdings, Inc. and entities Controlled by Rockwood Holdings, Inc. (d) Seller acknowledges and agrees that the covenants set forth in this Section 4.13 are reasonable in geographical and temporal scope and in all other respects. (e) The covenants and undertakings contained in this Section 4.13 relate to matters which are of a special, unique and extraordinary character and a violation of any of the terms of this Section 4.13 will cause irreparable injury to Buyer, the amount of which will be impossible to estimate or determine and which cannot be adequately compensated. Accordingly, the remedy at law for any breach of this Section 4.12 will be inadequate. Therefore, Buyer will be entitled to seek a temporary and permanent injunction, restraining order or other equitable relief from any court of competent jurisdiction in the event of any breach of this Section 4.13. The rights and remedies provided by this Section 4.13 are cumulative and in addition to any other rights and remedies which Buyer may have hereunder or at law or in equity. (f) If any court of competent jurisdiction determines that any provision included in this Section 4.13 is unenforceable, such court will have the power to reduce the duration or scope of such provision, as the case may be and, in reduced form, such provision shall be enforceable. It is the intention of the parties hereto that the foregoing restrictions shall not be terminated, but shall be deemed amended to the extent required to render them valid and enforceable, such amendment to apply to, prohibit or in anyway inhibit only with respect to the Seller or its Subsidiaries from owning or operating its facility in North Bend, Ohio; provided, further that nothing in Section 5.12 shall prohibit the Seller or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer operation of this Agreement in the Ordinary Course jurisdiction of Businessthe court that has made the adjudication.

Covenant Not to Compete. Seller agrees thatIntel shall not be required to agree to any covenants including without limitation any covenant not to compete or any covenant not to solicit any of the customers, during employees or suppliers of any party to the 3-year period immediately Transaction. Furthermore, notwithstanding the foregoing, the obligation of Orbotech to sell its shares (the “Orbotech Transaction”) pursuant to this Article 29B shall be subject to the condition that the only representations, warranties or indemnities that Orbotech shall be required to make in connection with the Orbotech Transaction are representations, warranties and indemnities concerning (i) legal ownership of the Company’s securities to be sold by Orbotech (the “Orbotech Securities”), and (ii) the corporate authority of Orbotech to convey title to the Orbotech Securities, and the ability to do so free and clear of liens, encumbrances or adverse claims (the “Orbotech Required Obligations”). The Orbotech Required Obligations shall be in the same form as those to be given by each of the other shareholders of the Company and shall be given by Orbotech on a several (but not joint) basis only. 29C. NO SALE (a) Until the close of business on December 31, 2005, subject to Articles 29C(b) and (c) below and Article 29D below, neither Founder shall make any transfer, assignment, pledge, or other disposal (a “Disposition”) of the issued and outstanding share capital of the Company held by him upon execution of the Star Agreement, and any shares of the Company hereafter acquired by any such Founder as a result of his holding of such shares (collectively referred to as the: “Limited Shares”), either directly or indirectly. (b) Notwithstanding the above, in the event that the Company’s IPO has not occurred prior to the expiration of eighteen months following the Closingexecution of the Star Agreement, Seller (the “Initial Period”) then during each year commencing upon the expiration of the Initial Period, each Founder shall be entitled to make a Disposition of Limited Shares representing up to an aggregate of ten percent (10%) of the Limited Shares held by such Founder (the “10% Allowance”), provided however that prior to the IPO, the aggregate of such Dispositions shall be not and shall cause its Subsidiaries, more than twenty five percent (25%) of the Limited Shares in the aggregate. Any 10% Allowance not to, within those countries sold by a Founder during any one year may be accumulated by such Founder in respect of the following year or years. (c) The restrictions set forth in Section 5.12 this Article 29C shall expire upon and in connection with the IPO or on the close of business on December 31, 2005, the earlier of the two. Nothing in this Article shall have any effect upon the requirement to offer any shares sold as part of the 10% Allowance to the Offerees as set forth in Article 29 or to receive the consent of the Board of Directors to the transfer of any shares to a competitor of the Company Disclosure Schedule(which may be obtained prior to or after offering the shares to the other shareholders) or upon its authority to refuse to consent to the share transfer. 29D. SALE OF SHARES BY THE FOUNDERS Anything to the contrary herein notwithstanding, engagethe sale of shares by the Founders pursuant to the Share Transfer Agreement shall not be subject to the restrictions on transfer set forth in Articles 29 (“Right of First Refusal”), directly 29A (“Co Sale”) or indirectly, 29C (“No Sale”). 29E. STAND STILL Notwithstanding anything to the contrary in or directly or indirectly acquirethese Articles, any ownership interest issuance of securities by the Company, and any sale, transfer, pledge, encumbrance or other disposal of any of the securities of the Company (by the Company or any shareholder), or any other action (including repurchase of any shares of the Company by the Company or by any subsidiary thereof), other than any action in which the provisions of Article 29B (Bring Along) shall apply, which results in a Strategic Investor (as defined below) whether or not a shareholder of the Company, holding (together with affiliates, Permitted Transferees, or other parties acting in concert with it) more than 20% of the voting rights in the Company, is prohibited unless approved in writing in advance by the Majority Preferred Shareholders (excluding, for the purposes of such majority, any firm, corporation, partnership, proprietorship, limited liability company Strategic Investors and their affiliates and Permitted Transferees or other parties acting in concert with them) and on terms and conditions approved by them. Any of the transactions set forth in the forgoing sentence not so approved shall be null and void and shall not be registered in the Company’s Shareholders Register. For purpose hereof a “Strategic Investor” shall mean a corporation or other business entity that engages whose business is related to the Company’s business and who is likely to have a business or technologic interest in the manufacturing of nitrogen (a “Competing Business”); provided, however, (i) that the restrictions contained in this Section 5.12 shall not restrict the ownership by Seller, its Subsidiaries, directly or indirectly, of less than 2% of the outstanding capital stock of any publicly traded company engaged in a Competing Business, (ii) it shall not be a violation of this Section 5.12 to operate a Competing Business that has been acquired by such Person, provided that such Competing Business accounted for less than 10% of the net revenues of the total business acquired and such Competing Business is sold within 12 months of such acquisition, (iii) nothing herein contained shall be construed to prevent Seller or its Affiliates from acquiring or merging with any Company’s business, Person or entity fifty percent (50%) or more of whose consolidated revenues as distinguished from an interest for the most recently completed fiscal year prior to such acquisition were derived from businesses other than sole purpose of a Competing Business and, in such case, continuing to operate such Competing Business, (iv) nothing herein contained shall be construed to prevent Seller or its Affiliates from being acquired (through a merger or otherwise) by any business, Person or entity (a “Potential Acquirer”) who operates a Competing Business and who after such acquisition continues to operate a Competing Business so long as Seller and its direct subsidiaries do not operate a Competing Business and (v) that this Section 5.12 shall not apply to, prohibit or in anyway inhibit the Seller or its Subsidiaries from owning or operating its facility in North Bend, Ohio; provided, further that nothing in Section 5.12 shall prohibit the Seller or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer in the Ordinary Course of Business.financial investment. CALLS

Covenant Not to Compete. Seller agrees that, (a) Sellers agree that during the 3-year period immediately following the ClosingRestricted Period, Seller shall not and shall cause its Subsidiaries, not to, within those countries set forth in Section 5.12 neither Sellers nor any of the Company Disclosure Schedule, engagetheir Affiliates shall, directly or indirectly, in engage, manage, operate, control, finance or directly or indirectly acquire, have any ownership interest in any firm, corporation, partnership, proprietorship, limited liability company proprietorship or other business entity Person that engages in in, manages or operates a business that competes with the manufacturing of nitrogen Business (each, a “Competing Business”)) anywhere in the world; provided, however, (i) that the restrictions contained in this Section 5.12 shall not restrict the ownership by Seller, its Subsidiaries, directly or indirectly, of less than 2% of the outstanding capital stock of any publicly traded company engaged in a Competing Business, (ii) it shall not be a violation of this Section 5.12 5.11(a) for Sellers or any of their respective Affiliates (i) to operate own, directly or indirectly, solely as an investment, securities of any Person that are traded on a Competing Business national securities exchange or the Nasdaq Stock Market (or a recognized securities exchange outside the U.S.) if Sellers or any of their respective Affiliates (x) are not controlling Persons or members of a group that has been acquired by controls such Person and (y) do not, directly or indirectly, own more than 5% or more of the voting securities of such Person, provided (ii) to acquire after the Closing, directly or indirectly, the equity or assets of, or otherwise become affiliated with or participate in, any enterprise that such Competing Business accounted for derives less than 1025% of its total annual revenue from a Competing Business, if Sellers divest, or signs a definitive agreement to divest (and subsequently divests), as soon as reasonably practicable (and in any event within 18 months after the net revenues of the total business acquired and such Competing Business is sold within 12 months closing date of such acquisition), its interest in such enterprise relating to the Competing Business, (iii) to continue operating any of the Excluded Assets or any existing lines of business of AAR CORP. or its Affiliates other than the Business, including the operation of the pallet, shelter and container business by AAR Manufacturing, or (iv) to perform the activities contemplated by the Ancillary Agreements. None of the provisions of this Section 5.11(a) shall operate to prohibit, hinder, impede or restrict from engaging in a Competing Business in any way, any Person which by way of takeover, acquisition, merger, combination or similar transaction acquires a controlling or significant interest in any Seller or any of its Affiliates (provided that such Seller and its Affiliates as of the date of such transactions shall continue to be subject to the provisions of this Section 5.11(a) after any such transaction). For purposes of this Section 5.11, the term “Affiliate” shall not include any Persons that are individuals. (b) During the period beginning on the Closing Date and ending 18 months after the Closing Date, Sellers shall not, and shall cause their Affiliates not to, solicit, recruit for hire or hire any senior management, technical, sales, marketing or engineering Transferred Employee other than through general advertising, search firms, employment agencies or general solicitations not specifically targeted at any employees of the Business; provided, however, that nothing herein contained in this Agreement shall be construed to prevent prohibit any Seller or its Affiliates from acquiring soliciting or merging recruiting for hire any such employee whose employment with any business, Person or entity fifty percent (50%) or more of whose consolidated revenues for the most recently completed fiscal year prior to such acquisition were derived from businesses other than a Competing Business and, in such case, continuing to operate such Competing Business, (iv) nothing herein contained shall be construed to prevent Seller Buyer or its Affiliates from being acquired (through a merger including the Acquired Companies) has terminated, which termination was not induced, directly or otherwise) indirectly, by any business, Person or entity (a “Potential Acquirer”) who operates a Competing Business and who after such acquisition continues to operate a Competing Business so long as Seller and its direct subsidiaries do not operate a Competing Business and (v) that this Section 5.12 shall not apply to, prohibit or in anyway inhibit the Seller or its Subsidiaries from owning or operating its facility in North Bend, Ohio; provided, further that nothing in Section 5.12 shall prohibit the Seller or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer in the Ordinary Course of BusinessSellers.

Covenant Not to Compete. Seller agrees that, Employee acknowledges that during the 3course of Employee’s employment, Employee will acquire proprietary and confidential information about Employer’s business, including, but not limited to the activities of the REIT, the REIT’s investors, and other information, some of which may be of independent economic value, is not available to the public, and is protected by specific efforts of Employer. Such proprietary and confidential information may be regarded by Employer as trade secrets. Employee further acknowledges that he will be responsible for contacting and developing relationships with Employer’s investors and others critical to its business. In order to protect Employer’s critical interest in these relationships and information, Employee covenants as follows: 11.1 Employee agrees that upon a termination for Cause or a resignation but not a Resignation for Good Reason, for a period of twelve months following the last day of Employee’s employment, Employee will not compete with Employer by engaging, in a competitive capacity, in any activity competitive with Employer, within a 30-mile radius of any of Employer’s offices at which Employee worked within the one-year period immediately following preceding the Closinglast day of his employment. 11.2 Employee agrees that competition shall include engaging, Seller shall not and shall cause its Subsidiariesin a competitive capacity, not toin competitive activity, within those countries set forth either as an individual, as a partner, as a joint venturer with any other person or entity, or as an employee, agent, representative, or contractor of any other person or entity, or otherwise being associated in Section 5.12 a competitive capacity with any entity or person who or which competes with Employer 11.3 If any provision of this paragraph 11 relating to the time period or scope of the Company Disclosure Schedulerestrictive covenants shall be declared by a court of competent jurisdiction to exceed the maximum time period or scope, engageas applicable, directly that such court deems reasonable and enforceable, said time period or indirectlyscope shall be deemed to be, in and thereafter shall become, the maximum time period or directly or indirectly acquire, any ownership interest in any firm, corporation, partnership, proprietorship, limited liability company or other business entity greatest scope that engages in the manufacturing of nitrogen (a “Competing Business”); provided, however, (i) such court deems reasonable and enforceable and this Agreement shall automatically be considered to have been amended and revised to reflect such determination. 11.4 Employer and Employee have examined this Covenant Not to Compete and agree that the restrictions contained restraint imposed upon Employee is reasonable in this Section 5.12 shall not restrict the ownership by Seller, its Subsidiaries, directly or indirectly, of less than 2% light of the outstanding capital stock legitimate interests of any publicly traded company engaged in Employer and it is not unduly harsh upon Employee’s ability to earn a Competing Business, (ii) it shall not be a violation of this Section 5.12 to operate a Competing Business that has been acquired by such Person, provided that such Competing Business accounted for less than 10% of the net revenues of the total business acquired and such Competing Business is sold within 12 months of such acquisition, (iii) nothing herein contained shall be construed to prevent Seller or its Affiliates from acquiring or merging with any business, Person or entity fifty percent (50%) or more of whose consolidated revenues for the most recently completed fiscal year prior to such acquisition were derived from businesses other than a Competing Business and, in such case, continuing to operate such Competing Business, (iv) nothing herein contained shall be construed to prevent Seller or its Affiliates from being acquired (through a merger or otherwise) by any business, Person or entity (a “Potential Acquirer”) who operates a Competing Business and who after such acquisition continues to operate a Competing Business so long as Seller and its direct subsidiaries do not operate a Competing Business and (v) that this Section 5.12 shall not apply to, prohibit or in anyway inhibit the Seller or its Subsidiaries from owning or operating its facility in North Bend, Ohio; provided, further that nothing in Section 5.12 shall prohibit the Seller or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer in the Ordinary Course of Businesslivelihood.

Covenant Not to Compete. Seller 10.4.1. As an inducement to SAVVIS to enter into this Agreement, which Customer acknowledges is of benefit to it, and in consideration of the promises and representations of SAVVIS under this Agreement, Customer covenants and agrees that, that during the 3-year term of this Agreement and for a period immediately following the Closingof five years thereafter, Seller shall not and shall cause neither Customer nor any of its Subsidiaries, not to, within those countries set forth in Section 5.12 of the Company Disclosure Schedule, engagesuccessors or assigns will, directly or indirectly, in engage in, or directly or indirectly acquire, have any ownership interest in any other person, firm, corporation, partnership, proprietorship, limited liability company corporation or other entity engaged in, any business entity that engages activities anywhere in the manufacturing of nitrogen (a “Competing Business”)world competitive with or similar or related to the packet-data transport network services provided by SAVVIS under this Agreement; provided, however, that (i) Customer shall be free to continue to use the Call Assets and the satellite networks currently used by Customer, until such Call Assets or satellite networks have been acquired by SAVVIS, SAVVIS Communications or Affiliates of SAVVIS Communications, and (ii) Customer shall be free to make passive investments in securities of companies that provide network services in competition with SAVVIS which, in the case of any such security, does not constitute more than ten percent (10%) of the total outstanding amount of such security. 10.4.2. If any court or tribunal of competent jurisdiction shall refuse to enforce one or more of the covenants in this Section 10.4 because the time limit applicable thereto is deemed unreasonable, it is expressly understood and agreed that such covenant or covenants shall not be void but that for the purpose of such proceedings such time limitation shall be deemed to be reduced to the extent necessary to permit the enforcement of such covenant or covenants. 10.4.3. If any court or tribunal of competent jurisdiction shall refuse to enforce any or all of the covenants in this Section 10.4 because, taken together, they are more extensive (whether as to geographic area, scope of business or otherwise) than is deemed to be reasonable, it is expressly understood and agreed between the parties hereto that such covenant or covenants shall not be void but that for the purpose of such proceedings the restrictions contained in this Section 5.12 shall not restrict the ownership by Sellertherein (whether as to geographic area, its Subsidiaries, directly or indirectly, scope of less than 2% of the outstanding capital stock of any publicly traded company engaged in a Competing Business, (ii) it shall not be a violation of this Section 5.12 to operate a Competing Business that has been acquired by such Person, provided that such Competing Business accounted for less than 10% of the net revenues of the total business acquired and such Competing Business is sold within 12 months of such acquisition, (iii) nothing herein contained shall be construed to prevent Seller or its Affiliates from acquiring or merging with any business, Person or entity fifty percent (50%) or more of whose consolidated revenues for the most recently completed fiscal year prior to such acquisition were derived from businesses other than a Competing Business and, in such case, continuing to operate such Competing Business, (iv) nothing herein contained shall be construed to prevent Seller or its Affiliates from being acquired (through a merger or otherwise) by any business, Person shall be deemed to be reduced to the extent necessary to permit the enforcement of such covenant or entity (a “Potential Acquirer”) who operates a Competing Business covenants. 10.4.4. Customer specifically acknowledges and who after such acquisition continues agrees that the foregoing covenants are commercially reasonable and reasonably necessary to operate a Competing Business so long as Seller protect the interests of SAVVIS hereunder. Customer hereby acknowledges that SAVVIS and its direct subsidiaries do not operate a Competing Business successors and (v) assigns will suffer irreparable and continuing harm to the extent that this Section 5.12 shall not apply to, prohibit or in anyway inhibit any of the Seller or its Subsidiaries from owning or operating its facility in North Bend, Ohio; provided, further foregoing covenants is breached and that nothing in Section 5.12 shall prohibit the Seller or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer legal remedies would be inadequate in the Ordinary Course event of Businessany such breach.

Covenant Not to Compete. Seller agrees thatIntel shall not be required to agree to any covenants including without limitation any covenant not to compete or any covenant not to solicit any of the customers, during employees or suppliers of any party to the 3-year period immediately Transaction. Furthermore, notwithstanding the foregoing, the obligation of Orbotech to sell its shares (the “Orbotech Transaction”) pursuant to this Article 29B shall be subject to the condition that the only representations, warranties or indemnities that Orbotech shall be required to make in connection with the Orbotech Transaction are representations, warranties and indemnities concerning (i) legal ownership of the Company’s securities to be sold by Orbotech (the “Orbotech Securities”), and (ii) the corporate authority of Orbotech to convey title to the Orbotech Securities, and the ability to do so free and clear of liens, encumbrances or adverse claims (the “Orbotech Required Obligations”). The Orbotech Required Obligations shall be in the same form as those to be given by each of the other shareholders of the Company and shall be given by Orbotech on a several (but not joint) basis only. 29C. NO SALE (a) Until the close of business on December 31, 2005, subject to Articles 29C(b) and (c) below and Article 29D below, neither Founder shall make any transfer, assignment, pledge, or other disposal (a “Disposition”) of the issued and outstanding share capital of the Company held by him upon execution of the Star Agreement, and any shares of the Company hereafter acquired by any such Founder as a result of this holding of such shares (collectively referred to as the: “Limited Shares”), either directly or indirectly. (b) Notwithstanding the above, in the event that the Company’s IPO has not occurred prior to the expiration of eighteen months following the Closingexecution of the Star Agreement, Seller (the “Initial Period”) then during each year commencing upon the expiration of the Initial Period, each Founder shall be entitled to make a Disposition of Limited Shares representing up to an aggregate of ten percent (10%) of the Limited Shares held by such Founder (the “10% Allowance”), provided however that prior to the IPO, the aggregate of such Dispositions shall be not and shall cause its Subsidiaries, more than twenty five percent (25%) of the Limited Shares in the aggregate. Any 10% Allowance not to, within those countries sold by a Founder during any one year may be accumulated by such Founder in respect of the following year or years. (c) The restrictions set forth in Section 5.12 this Article 29C shall expire upon and in connection with the IPO or on the close of business on December 31, 2005, the earlier of the two. Nothing in this Article shall have any effect upon the requirement to offer any shares sold as part of the 10% Allowance to the Offerees as set forth in Article 29 or to receive the consent of the Board of Directors to the transfer of any shares to a competitor of the Company Disclosure Schedule(which may be obtained prior to or after offering the shares to the other shareholders) or upon its authority to refuse to consent to the share transfer. 29D. SALE OF SHARES BY THE FOUNDERS Anything to the contrary herein notwithstanding, engagethe sale of shares by the Founders pursuant to the Share Transfer Agreement shall not be subject to the restrictions on transfer set forth in Articles 29 (“Right of First Refusal”), directly 29A (“Co Sale”) or indirectly, 29C (“No Sale”). 29E. STAND STILL Notwithstanding anything to the contrary in or directly or indirectly acquirethese Articles, any ownership interest issuance of securities by the Company, and any sale, transfer, pledge, encumbrance or other disposal of any of the securities of the Company (by the Company or any shareholder), or any other action (including repurchase of any shares of the Company by the Company or by any subsidiary thereof), other than any action in which the provisions of Article 29B (Bring Along) shall apply, which results in a Strategic Investor (as defined below) whether or not a shareholder of the Company, holding (together with affiliates, Permitted Transferees, or other parties acting in concert with it) more than 20% of the voting rights in the Company, is prohibited unless approved in writing in advance by the Majority Preferred Shareholders (excluding, for the purposes of such majority, any firm, corporation, partnership, proprietorship, limited liability company Strategic Investors and their affiliates and Permitted Transferees or other parties acting in concert with them) and on terms and conditions approved by them. Any of the transactions set forth in the forgoing sentence not so approved shall be null and void and shall not be registered in the Company’s Shareholders Register. For purpose hereof a “Strategic Investor” shall mean a corporation or other business entity that engages whose business is related to the Company’s business and, who is likely to have a business or technologic interest in the manufacturing of nitrogen (a “Competing Business”); provided, however, (i) that the restrictions contained in this Section 5.12 shall not restrict the ownership by Seller, its Subsidiaries, directly or indirectly, of less than 2% of the outstanding capital stock of any publicly traded company engaged in a Competing Business, (ii) it shall not be a violation of this Section 5.12 to operate a Competing Business that has been acquired by such Person, provided that such Competing Business accounted for less than 10% of the net revenues of the total business acquired and such Competing Business is sold within 12 months of such acquisition, (iii) nothing herein contained shall be construed to prevent Seller or its Affiliates from acquiring or merging with any Company’s business, Person or entity fifty percent (50%) or more of whose consolidated revenues as distinguished from an interest for the most recently completed fiscal year prior to such acquisition were derived from businesses other than a Competing Business and, in such case, continuing to operate such Competing Business, (iv) nothing herein contained shall be construed to prevent Seller or its Affiliates from being acquired (through a merger or otherwise) by any business, Person or entity (a “Potential Acquirer”) who operates a Competing Business and who after such acquisition continues to operate a Competing Business so long as Seller and its direct subsidiaries do not operate a Competing Business and (v) that this Section 5.12 shall not apply to, prohibit or in anyway inhibit the Seller or its Subsidiaries from owning or operating its facility in North Bend, Ohio; provided, further that nothing in Section 5.12 shall prohibit the Seller or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer in the Ordinary Course sole purpose of Business.financial investment. CALLS

Covenant Not to Compete. Seller agrees that, during the 3-year period immediately following (a) From and after the Closing, and for a period of four (4) years following the Closing Date, Seller and its Affiliates, successors or assigns shall not, and shall not and shall cause its Subsidiaries, not enter into any agreement to, (i) acquire, lease, purchase, own, operate or use any building, office or other facility or premises located within those countries set forth in Section 5.12 the 100 mile radius of the Company Disclosure ScheduleCity of Chicago (the “Geographic Region”) for the purpose of making loans, engageaccepting deposits, directly cashing checks, issuing credit cards, debit cards, or indirectlyprepaid cards, or engaging in all of the businesses in which the Branches are engaged at the Closing Date, which shall be deemed to include, without limitation, provision of brokerage, investment and insurance services, or directly (ii) use, authorize, license or indirectly acquirepermit any other Person to use the name “First Bank” (or any variation thereof) for any purpose within the Geographic Region. Notwithstanding the foregoing and subject to the provisions of Section 7.11(d) hereof, the Parties agree that (i) Seller may maintain an office and employees for the purposes of servicing any ownership interest in any firmloan, corporationCommitment, partnership, proprietorship, limited liability company overdraft or other business entity extension of credit that engages is not a Loan and is originated prior to the Closing (which may include renewing, extending the maturity of, or restructuring such extension of credit), and the Loans that are repurchased from Buyer in accordance with Section 2.6 hereof, and servicing deposits of the manufacturing Branches that are excluded as Deposits, and (ii) maintain an office and employees with respect to any Branch that Buyer has excluded from the Acquisition pursuant to Section 6.12, 6.13, 6.15 or 6.21 hereof and is not able to acquire the Deposits of nitrogen (a “Competing Business”)which on the Closing Date due to regulatory requirements; provided, however, that Buyer agrees that (iA) that the restrictions prohibitions contained in this Section 5.12 shall not restrict the ownership by Seller, its Subsidiaries, directly or indirectly, of less than 2% of the outstanding capital stock of any publicly traded company engaged in a Competing Business, (ii) it 7.11 shall not be applicable to a violation Person that is not an Affiliate of the Seller on the date hereof and that becomes the successor in interest to Seller after the Closing Date if such Person’s banking activities at least one (1) year prior to becoming such successor would, upon becoming such successor, result in such successor being in breach of this Section 5.12 7.11(a), and (B) the prohibitions contained in this Section 7.11 shall not apply to operate a Competing the asset-based lending activities (and only the asset-based lending activities) of First Bank Business Capital, Inc. (it being understood that has been acquired by such Personnothing contained herein shall limit any covenant not to compete or other restrictive covenant of First Bank Business Capital, provided that such Competing Business accounted for less than 10% of Inc. under the net revenues of the total business acquired and such Competing Business is sold within 12 months of such acquisition, (iii) nothing herein ABL Purchase Agreement). Nothing contained in this Section 7.11 shall be construed to prevent Buyer from seeking and recovering from Seller damages sustained by it as a result of any breach or violation by Seller of the covenants or agreements contained herein. (b) It is recognized and hereby acknowledged by the Parties hereto that a breach or violation by Seller of any or all of the covenants and agreements contained in this Section 7.11 may cause irreparable harm and damage to Buyer in a monetary amount which may be virtually impossible to ascertain. As a result, Seller recognizes and hereby acknowledges that Buyer shall be entitled to an injunction from any court of competent jurisdiction enjoining and restraining any breach or violation by Seller or any of its Affiliates from acquiring Affiliates, partners or merging with any businessagents, Person either directly or entity fifty percent (50%) or more of whose consolidated revenues for the most recently completed fiscal year prior indirectly, and that such right to such acquisition were derived from businesses other than a Competing Business and, in such case, continuing to operate such Competing Business, (iv) nothing herein contained injunction shall be construed cumulative and in addition to prevent Seller whatever other rights or its Affiliates from remedies Buyer may possess hereunder, at law or in equity. (c) The restrictions against competition set forth above are considered by the Parties to be both reasonable and essential to protect the business and goodwill of the Branches being acquired (through a merger or otherwise) by Buyer pursuant to this Agreement. If any such restriction is found by any businesscourt of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too broad a range of activities or over too large a geographic area, Person such restriction shall be interpreted and reformed to extend only over the maximum period of time, range of activities or entity geographic area as to which it may be enforceable. (a “Potential Acquirer”d) who operates a Competing Business The rights of Seller under the last sentence of Section 7.10 and who after such acquisition continues the penultimate sentence of Section 7.11(a) hereof shall be subject to operate a Competing Business so long as the following limitations: Not later than sixty (60) days following the Closing Date, Seller and its direct subsidiaries do not operate a Competing Business and (v) that this Section 5.12 shall not apply to, prohibit and use its Commercially Reasonable Efforts to obtain from, each Governmental Body as shall be necessary to authorize Seller to close the Rejected Branches and any other banking branch maintained by Seller within the Geographic Region for the purpose of (i) engaging in the activities described in clauses (X), (Y) and (Z) of the last sentence of Section 7.10 or (ii) the activities described in anyway inhibit the penultimate sentence of Section 7.11(a). Not later than the later to occur of (A) the date that is one (1) year following the Closing Date and (B) the granting of authorization from the applicable Government Body to close the applicable Rejected Branch or other banking branch within the Geographic Region, Seller shall close such Rejected Branch or other branch and cease conducting such activities. Nothing contained in this clause (d) shall restrict the Seller seeking another buyer for a Rejected Branch or its Subsidiaries other banking branch within the Geographic Region during the one-year period subsequent to the Closing Date or from owning maintaining one or operating its facility more offices within the Geographic Region not open to the general public for banking business in North Bend, Ohio; provided, further that nothing in Section 5.12 shall prohibit order to administer and wind down the Seller Excluded Assets and the Excluded Liabilities or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer in the Ordinary Course of Businessany other purpose not expressly prohibited by this Agreement.

Covenant Not to Compete. Seller agrees that(a) For a period of five years after the Closing Date, during neither Transpro nor any of its controlled Affiliates will, without the 3-year period immediately following the Closing, Seller shall not and shall cause its Subsidiaries, not to, within those countries set forth in Section 5.12 prior consent of the Company Disclosure Schedule, engageModine, directly or indirectly, in or directly or indirectly acquire, any ownership interest in any firm, corporation, partnership, proprietorship, limited liability company or other business entity that engages engage in the manufacturing of nitrogen (a “Competing Business”)Restricted Business anywhere in the Territory; provided, however, that the foregoing will not restrict Transpro or any of its controlled Affiliates from: (i) that the restrictions contained in this Section 5.12 shall not restrict the ownership by Seller, its Subsidiaries, directly or indirectly, becoming an owner of less than 25% of the outstanding capital stock of any publicly traded company engaged corporation that engages in a Competing the Restricted Business, ; (ii) it shall acquiring and operating a Person engaged in the Restricted Business provided that at the time of such acquisition the annual revenue attributable to such Restricted Business does not exceed (i) 30% of the consolidated revenue of the acquired entity for its last completed fiscal year or (ii) $15,000,000 for its last completed fiscal year (such acquired entity, an "Exempt Restricted Person"); (iii) in North America other than Mexico: (A) continuing to supply the original equipment customers supplied by Transpro's regional sales and service centers ("RSSC") and Transpro's Emporia, Kansas and Manufacturera Mexicana de Partes S.A. de C.V. ("MexPar") operations immediately following the Closing; provided, however, that Modine's prior approval will be a violation required for any expansion of this Section 5.12 the Restricted Business with such original equipment customers; or (B) engaging in the Restricted Business with RSSC original equipment customers where the annual sales to operate a Competing Business each of such RSSC original equipment customers do not exceed $1,000,000; (iv) in Mexico, (A) continuing to supply MexPar's current original equipment customers other than those original equipment customers identified on Exhibit 2.3A and Affiliates of such identified customers, or (B) continuing to supply customers identified on Exhibit 2.3A and Affiliates of such customers, provided that has been acquired MexPar has, as of the Closing Date, an existing supply relationship with such customers or their Affiliates and the products so supplied by MexPar are the same type of products MexPar supplies to such Personcustomers or their Affiliates as of the Closing Date; (v) in Europe, (A) continuing to supply NRF's current original equipment customers other than those original equipment customers identified on Exhibit 2.3B and Affiliates of such identified customers, (B) continuing to supply customers identified on Exhibit 2.3B and Affiliates of such customers, provided that NRF has, as of the Closing Date, an existing supply relationship with such customers or their Affiliates and the products so supplied by NRF are the same type of products NRF supplies to such customers or their Affiliates as of the Closing Date or (C) supplying original equipment customers not currently supplied by NRF, provided that such Competing Business accounted for less than 10% of customers are not listed on Exhibit 2.3B and provided further that the net revenues of the total business acquired and annual sales to each such Competing Business is sold within 12 months of such acquisition, (iii) nothing herein contained shall be construed to prevent Seller or its Affiliates from acquiring or merging with any business, Person or entity fifty percent (50%) or more of whose consolidated revenues for the most recently completed fiscal year prior to such acquisition were derived from businesses other than a Competing Business and, in such case, continuing to operate such Competing Business, (iv) nothing herein contained shall be construed to prevent Seller or its Affiliates from being acquired (through a merger or otherwise) by any business, Person or entity (a “Potential Acquirer”) who operates a Competing Business and who after such acquisition continues to operate a Competing Business so long as Seller and its direct subsidiaries customer do not operate exceed (euro)1,250,000; (vi) acquiring and operating a Competing Restricted Business and that was the subject of an Offer with respect to which Modine failed to exercise its rights, as set forth in Section 2.3(c); or (vvii) that this Section 5.12 shall not apply to, prohibit or in anyway inhibit the Seller or its Subsidiaries from owning or operating its facility in North Bend, Ohiosupplying Products to original equipment manufacturers for use as service parts; provided, further however, that nothing in Section 5.12 shall prohibit prior to soliciting any such customer that is, as of the Seller Closing Date, a heavy duty original equipment customer of Modine, Transpro or its Subsidiaries from buyingcontrolled Affiliate will obtain the consent of Modine. (b) For purposes hereof, selling"Restricted Business" means the design, trading manufacture and sale of Products to original equipment manufacturers as conducted by the Company as of the Closing. The parties agree that the covenants included in this Section 2.3 are, taken as a whole, reasonable in their geographic and temporal coverage and no party will raise any issue of geographic or hedging natural gas, nitrogen or fertilizer temporal reasonableness in any proceeding to enforce such covenants. Transpro acknowledges and agrees that in the Ordinary Course event of Businessa breach by Transpro or any of its controlled Affiliates of the provisions of this Section 2.3, monetary damages will not constitute a sufficient remedy. Consequently, in the event of any such breach, Modine may, in addition to any other rights and remedies existing in its favor, apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive relief or other relief in order to enforce or prevent any violation of the provisions hereof.

Covenant Not to Compete. Seller agrees that, during the 3-year period immediately following the Closing, Seller shall Xxxxx will not and shall cause its Subsidiaries, not to, within those countries set forth in Section 5.12 of the Company Disclosure Schedule, engage, directly or indirectly, in or "directly or indirectly acquirecompete" with the Buyer for a period of four (4) years from and after the Closing Date. For purposes of this Agreement, any ownership interest in any firmthe phrase "directly or indirectly compete" shall include: (i) owning, corporationmanaging, partnershipoperating, proprietorshipor controlling, limited liability company or other business entity that engages participating in the manufacturing ownership, management, operation, or control of, or being connected with or having any interest in, as a stockholder, director, officer, employee, agent, consultant, assistant, advisor, sole proprietor, partner or otherwise, other than as a franchisee of nitrogen the Buyer or an Affiliate of the Buyer, (A) any mall-based business involving the retail sale of cookies, pretzels, cinnamon rolls or bread products (collectively, a “"Mall-Based Competing Business”"), or (B) any non-mall based business involving the retail sale of cookies, pretzels or cinnamon roll products (collectively, a "Non-Mall-Based Competing Business"); and (ii) soliciting or attempting to solicit the services of any employee of the Buyer or any affiliate of the Buyer; provided, however, that Xxxxx shall not be deemed to be "directly or indirectly competing" with Buyer: (i) that if Xxxxx is the restrictions contained in this Section 5.12 shall not restrict the ownership by Seller, its Subsidiaries, directly or indirectly, owner of less than 21% of the outstanding capital stock of any publicly traded company engaged corporation and he shall not be deemed to engage solely by reason thereof in any of its businesses; (ii) so long as Xxxxx has not breached the solicitation provisions set forth above and has affirmatively encouraged each of such individuals to continue his employment with the Buyer or an Affiliate of the Buyer, Xxxxx shall not be prohibited from providing financing for, owning up to twenty-five percent (25%) of, or rendering consulting services to, any business other than a Mall-Based Competing Business or Non-Mall-Based Competing Business (or as a franchisee of the Buyer or an Affiliate of the Buyer) organized and principally owned by any one or more of the following five named individuals: Xxxxxx X. Xxxxxx, Xxxxxx X. Xxxxx, Xxxxx X. Xxxxxxxxxx, Xxxxxx Xxxxxxx and Xxxxx Xxxxxxxxx; or (iii) if Xxxxx is providing consulting services to (A) a mall-based business that is not a Mall-Based Competing Business, or (iiB) it shall not be a violation of this Section 5.12 to operate a Competing Business that has been acquired by such Person, provided that such Competing Business accounted for less than 10% of the net revenues of the total business acquired and such Competing Business is sold within 12 months of such acquisition, (iii) nothing herein contained shall be construed to prevent Seller or its Affiliates from acquiring or merging with any business, Person or entity fifty percent (50%) or more of whose consolidated revenues for the most recently completed fiscal year prior to such acquisition were derived from businesses other than a Competing Business and, in such case, continuing to operate such Competing Business, (iv) nothing herein contained shall be construed to prevent Seller or its Affiliates from being acquired (through a merger or otherwise) by any business, Person or entity (a “Potential Acquirer”) who operates a Competing Business and who after such acquisition continues to operate a Non-Mall- Based Competing Business so long as Seller its cookie, pretzel and its direct subsidiaries cinnamon roll product sales, in the aggregate, do not operate at any time exceed five percent (5%) of its total sales. If the final judgment of a Competing Business court of competent jurisdiction declares that any term or provision of this ? 6(e) is invalid or unenforceable, the Parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and (v) enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Section 5.12 Agreement shall not apply to, prohibit or in anyway inhibit be enforceable as so modified after the Seller or its Subsidiaries from owning or operating its facility in North Bend, Ohio; provided, further that nothing in Section 5.12 shall prohibit expiration of the Seller or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer in time within which the Ordinary Course of Businessjudgment may be appealed.

Covenant Not to Compete. Seller agrees that, during the 3-year period immediately For two (2) years following the ClosingClosing Date, Seller shall not and not, nor shall cause it permit any of its Subsidiaries, not to, within those countries set forth in Section 5.12 of the Company Disclosure Schedule, engageAffiliates, directly or indirectly, anywhere in the world other than Japan, Hong Kong (including Hong Kong Island, Kowloon and the New Territories), Macau, Australia, Singapore, South Korea, Taiwan, Malaysia, Phillippines, New Zealand, Thailand, Vietnam, Indonesia, Guam, Saipan and The People's Republic of China, to (i) engage in or directly invest in the Business in direct or indirectly acquireindirect competition with Purchaser and its Affiliates, or (ii) offer, market or promote any ownership interest in any firm, corporation, partnership, proprietorship, limited liability company program or other business entity arrangement which directly competes with the DALC registered card program or any other substantially similar dining program marketed or promoted by Purchaser and its Affiliates during such two-year period; it being understood that engages in the manufacturing nothing herein shall limit any dining transaction or dining program membership fees being charged to any credit card program (Page 50 of nitrogen (a “Competing Business”)252 Pages) maintained or serviced by General Electric Corporation and its affiliates; provided, however, (i) that nothing contained herein shall prohibit Seller from performing its obligations under the restrictions contained Services Collaboration Agreement or the License Agreements, owning the Closing Date Shares, the Option and, upon exercise thereof, the Option Shares, owning securities in this Section 5.12 shall not restrict CardPlus Japan Co., Ltd., or owning, solely as an investment, securities of any person which are traded on any national securities exchange, the ownership by SellerNasdaq National Market or the Nasdaq Stock Market, its SubsidiariesInc., if Seller does not, directly or indirectly, of less own more than 220% of the outstanding capital stock any class of any publicly traded company engaged in a Competing Businesssecurities of such person; and provided, (ii) it further, that Seller shall not be a violation of bound by this Section 5.12 to operate 4.12 from and after the date, if ever, on which a Competing Business that has been acquired by petition against Purchaser is filed under Chapter VII of United States Bankruptcy Code (whether such Person, provided that such Competing Business accounted for less than 10% of the net revenues of the total business acquired filing is voluntary or involuntary) and such Competing Business petition is sold not dismissed or stayed within 12 months of such acquisition, (iii) nothing herein contained shall be construed 60 days or Purchaser materially ceases to prevent Seller or its Affiliates from acquiring or merging with any business, Person or entity fifty percent (50%) or more of whose consolidated revenues for engage in the most recently completed fiscal year prior to such acquisition were derived from businesses other than a Competing Business and, in such case, continuing to operate such Competing Business, (iv) nothing herein contained shall be construed causing the Services Collaboration Agreement to prevent Seller or its Affiliates from being acquired (through a merger or otherwise) by any business, Person or entity (a “Potential Acquirer”) who operates a Competing Business and who after such acquisition continues to operate a Competing Business so long as Seller and its direct subsidiaries do not operate a Competing Business and (v) that this Section 5.12 shall not apply to, prohibit or in anyway inhibit the Seller or its Subsidiaries from owning or operating its facility in North Bend, Ohio; provided, further that nothing in Section 5.12 shall prohibit the Seller or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer in the Ordinary Course of Businessterminate.

Covenant Not to Compete. Seller agrees that, during the 3-LWB shall make himself available for consultation with Buyer as needed for one (1) year period immediately following the Closing, Seller shall Closing provided such consultation does not and shall cause its Subsidiaries, not to, within those countries set forth in Section 5.12 unreasonably interfere with other business activities. ForIn view of the Company Disclosure Schedulesale of goodwill by Xxxxxxx under this Agreement, engagefor a period of five years from and after the Closing Date, directly or indirectly, in or LWB will not engage directly or indirectly acquirethrough BHI, any ownership interest in any firmBHM, corporationBP, partnership, proprietorship, limited liability company or other business entity that engages otherwise in the manufacturing construction and sale of nitrogen (a “Competing Business”); providedsingle family homes in Alabama and Mississippi,the Alabama counties ofall Alabama and Mississippi,Alabama counties, howeverincluding specifically Madison, Limestone, Jefferson, Morgan, Jefferson and Xxxxxx and theMobile, and Xxxxxxx, and all Mississippi counties ofcounties, including specifically Jackson and Xxxxxxxx, except that the foregoing restriction shall not apply (i) that to the restrictions contained in this Section 5.12 shall not restrict the ownership by Seller, its Subsidiaries, directly or indirectly, development of less than 2% of the outstanding capital stock of any publicly traded company engaged land for single family homes in a Competing Businessjoint venturelimited liability company jointly owned with WHI as outlined in section 2(j),2(k), (ii) it the construction and/or sale of homes on scattered lots (owned by customers) by Madison, or LWB's(iii) the development by LWB directly or through Affiliates of rural properties (without availability of sanitary sewer systems)service other than individual septic tanks) provided however, that Buyer shall have for five years after Closing a Right of First Refusal to purchase all lots on such rural properties upon completion of development. LWB will not be use the name "Xxxxxxx""Xxxxxxx," "BHI," or a violation variation thereof on any entity with which he is associated and for two years after Closing will not hire directly or through any business with which he is associated, including Madison, any person who has been an employee of Xxxxxxx, BHI, WHA, WHM or WHI during the preceding twenty four (24) months, except that LWB or an Affiliate may employ the persons listed on Schedule 14. If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 5.12 section 8(f) is invalid or unenforceable, the Parties agree that the court making the determination of invalidity or unenforceability shall have the power to operate a Competing Business that has been acquired by such Personreduce the scope, provided that such Competing Business accounted for less than 10% duration, or area of the net revenues term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the total business acquired invalid or unenforceable term or provision, and such Competing Business is sold within 12 months of such acquisition, (iii) nothing herein contained this Agreement shall be construed to prevent Seller or its Affiliates from acquiring or merging with any business, Person or entity fifty percent (50%) or more enforceable as so modified after the expiration of whose consolidated revenues for the most recently completed fiscal year prior to such acquisition were derived from businesses other than a Competing Business and, in such case, continuing to operate such Competing Business, (iv) nothing herein contained shall time within which the judgment may be construed to prevent Seller or its Affiliates from being acquired (through a merger or otherwise) by any business, Person or entity (a “Potential Acquirer”) who operates a Competing Business and who after such acquisition continues to operate a Competing Business so long as Seller and its direct subsidiaries do not operate a Competing Business and (v) that this Section 5.12 shall not apply to, prohibit or in anyway inhibit the Seller or its Subsidiaries from owning or operating its facility in North Bend, Ohio; provided, further that nothing in Section 5.12 shall prohibit the Seller or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer in the Ordinary Course of Businessappealed.

Covenant Not to Compete. Seller Each Restricted Stockholder acknowledges and agrees that the Business is conducted nationwide in the United States and on a global basis and that the reputation and goodwill of the Business and of Company and its Subsidiaries are an integral part of the success of the Business throughout the areas where it is conducted. If Parent is deprived of any of the goodwill of the Business or of Company or any of its Subsidiaries or if the Restricted Stockholders or Company or any of its Subsidiaries in any manner utilize such reputation and goodwill in competition with Parent in its conduct of the Business after Closing, Parent will be deprived of the benefits it has bargained for pursuant to this Agreement. This Section 11.1 is necessary to effectively transfer the reputation and goodwill of the Business and of Company and each of its Subsidiaries to Parent. The Restricted Stockholders agree and acknowledge that, as beneficiaries of this Agreement and the transactions contemplated hereby, they will receive significant benefits as a result of the consummation of the transactions contemplated by this Agreement. Accordingly, as an inducement for Parent to enter into this Agreement: (a) each of the Restricted Stockholders agrees that, during the 3-year period immediately following the Closinguntil December 31, Seller 2014, he, she or it (as applicable) shall not and shall cause its Subsidiariesnot, not to, within those countries set forth in Section 5.12 of the Company Disclosure Schedule, engagewithout Parent’s prior written consent, directly or indirectly, own, manage, operate, join, control or participate in the ownership, management, opera­tion or directly control of, or indirectly acquirebe connected as a director, officer, employee, partner, consultant or otherwise with, any ownership interest profit or non-profit business or organization in any firmcounty, corporation, partnership, proprietorship, limited liability company state or other business entity that engages territory of the United States or anywhere else in the manufacturing of nitrogen (a “Competing Business”); providedworld, however, (i) that the restrictions contained in this Section 5.12 shall not restrict the ownership by Seller, its Subsidiarieswhich, directly or indirectly, competes with the Business, provided that the ownership of less than 25% of the outstanding capital stock of any equity interests in a publicly traded company engaged in a Competing Business, (ii) it shall not be a violation entity or the ownership of this Section 5.12 to operate a Competing Business that has been acquired by such Person, provided that such Competing Business accounted for less than 10% of the net revenues outstanding equity interest in a private entity shall not constitute a violation of the total business acquired and such Competing Business is sold within 12 months of such acquisition, (iii) nothing herein contained shall be construed to prevent Seller or its Affiliates from acquiring or merging with any business, Person or entity fifty percent (50%) or more of whose consolidated revenues for the most recently completed fiscal year prior to such acquisition were derived from businesses other than a Competing Business and, in such case, continuing to operate such Competing Business, (iv) nothing herein contained shall be construed to prevent Seller or its Affiliates from being acquired (through a merger or otherwise) by any business, Person or entity (a “Potential Acquirer”) who operates a Competing Business and who after such acquisition continues to operate a Competing Business this Section 11.1 so long as Seller such Restricted Stockholder does not have any active participation in the business of such entity. (b) each of the Restricted Stockholders agrees to maintain in confidence, and not to disclose to any third party, any ideas, methods, developments, inventions, improvements and business plans and information which are the confidential information of Company or any of its direct subsidiaries do not operate a Competing Business and (v) Subsidiaries. In the event that the agreement in this Section 5.12 11.1 shall not apply tobe determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, prohibit it shall be interpreted to extend only over the maximum period of time for which it may be enforceable, and/or over the maximum geographical area as to which it may be enforceable and/or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action. (c) Until December 31, 2014, no Restricted Stockholder shall, directly or indirectly, hire or offer employment to or seek to hire or offer employment to any employee with whom such Restricted Stockholder had material contact in the two (2) years preceding the Closing Date of Parent, any of its Subsidiaries, including the Surviving Company, or any of their Affiliates, in each case which is engaged in the Business as presently conducted or any similar business of Parent, in each case unless the employment of such employee its first terminated by Parent or Parent gives its written consent to such employment or offer of employment. (d) each of the Restricted Stockholders acknowledges that a breach of any of the covenants contained in this Section 11.1 will cause irreparable damage to Parent, the Surviving Company and the Business, the exact amount of which will be difficult to ascertain, and that the remedies at law for any such breach will be inadequate. Accordingly, Company and each Restricted Stockholder agrees that, if any Restricted Stockholder breaches any of the covenants contained in this Section 11.1, in addition to any other remedy which may be avail­able at law or in anyway inhibit the Seller equity, Parent shall be entitled to specific performance and injunctive relief, without posting bond or its Subsidiaries from owning or operating its facility in North Bend, Ohio; provided, further that nothing in Section 5.12 shall prohibit the Seller or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer in the Ordinary Course of Businessother security.

Covenant Not to Compete. Seller agrees thatFor the purposes of this Section 9.1, during ----------------------- the 3-year term "Territory" shall mean the States of Delaware, Arizona, Arkansas, --------- California, the District of Columbia, Florida, Georgia, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maryland, Michigan, Minnesota, Missouri, Nebraska, North Carolina, North Dakota, Ohio, Oklahoma, Pennsylvania, South Carolina, South Dakota, Texas, Virginia, West Virginia and Wisconsin. Sellers and Xxxxxx acknowledge and agree that the Xxxxx Entities' reputation and goodwill are an integral part of its business success throughout the Territory. If Buyer is deprived of any of the Xxxxx Entities' goodwill or if Sellers or Xxxxxx in any manner utilizes such reputation and goodwill in competition with Buyer in the Territory, Buyer will be deprived of the benefits it has bargained for pursuant to this Agreement. This covenant is necessary to transfer the Business and goodwill of the Business to Buyer effectively. Accordingly, as an inducement for Buyer to enter into this Agreement, Sellers and Xxxxxx agree that for a period immediately following of eight (8) years after the Closing, Seller Sellers and Xxxxxx shall not and shall cause its Subsidiariesnot, not to, within those countries set forth in Section 5.12 of the Company Disclosure Schedule, engagewithout Buyer's prior written consent, directly or indirectly, own, manage, operate, join, control or participate in the ownership, management, operation or directly control of, or indirectly acquirebe connected as a director, officer, employee, partner, consultant or otherwise with, any ownership interest in any firm, corporation, partnership, proprietorship, limited liability company or other business entity that engages Person in the manufacturing Territory (other than Freedom Card Systems, Inc. solely with respect to its business as conducted as of nitrogen (a “Competing Business”the date hereof); provided, however, (i) that the restrictions contained in this Section 5.12 shall not restrict the ownership by Seller, its Subsidiarieswhich, directly or indirectly, competes with the Business, as operated as of less than the date hereof, provided that the foregoing shall not preclude any Seller or Xxxxxx from owning up to 2% of the outstanding capital stock debt or equity securities of any publicly a publicly-traded company engaged in a Competing Business, (ii) it shall not entity which might be a violation of this Section 5.12 deemed to operate a Competing Business that has been acquired by such Person, provided that such Competing Business accounted for less than 10% of the net revenues of the total business acquired and such Competing Business is sold within 12 months of such acquisition, (iii) nothing herein contained shall be construed to prevent Seller or its Affiliates from acquiring or merging with any business, Person or entity fifty percent (50%) or more of whose consolidated revenues for the most recently completed fiscal year prior to such acquisition were derived from businesses other than a Competing Business and, in such case, continuing to operate such Competing Business, (iv) nothing herein contained shall be construed to prevent Seller or its Affiliates from being acquired (through a merger or otherwise) by any business, Person or entity (a “Potential Acquirer”) who operates a Competing Business and who after such acquisition continues to operate a Competing Business so long as Seller and its direct subsidiaries do not operate a Competing Business and (v) that this Section 5.12 shall not apply to, prohibit or in anyway inhibit the Seller or its Subsidiaries from owning or operating its facility in North Bend, Ohio; provided, further that nothing in Section 5.12 shall prohibit the Seller or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer in the Ordinary Course of Businesscompete.

Covenant Not to Compete. (a) Seller covenants and agrees that, during the 3-year that for a period immediately of three years following the Closing, Seller shall not and shall cause its Subsidiaries, not to, within those countries set forth in Section 5.12 of the Company Disclosure Schedule, engage, directly or indirectly, in or directly or indirectly acquire, manage, operate or control any ownership interest in any firmcable system providing analog or digital video or high speed data services or local or long distance voice services within the Territory. Notwithstanding the foregoing, corporation, partnership, proprietorship, limited liability company or other business entity that engages in the manufacturing of nitrogen (a “Competing Business”); provided, however, nothing contained herein shall prohibit (i) that any acquiror of or successor to Seller from engaging in the restrictions contained activities described in this Section 5.12 shall not restrict the ownership by Seller, its Subsidiaries, directly or indirectly, of less than 2% of the outstanding capital stock of any publicly traded company engaged in a Competing Business5.14, (ii) it shall Seller from owning securities of any company that is "publicly held" which do not be a violation of this Section 5.12 to operate a Competing Business that has been acquired by such Person, provided that such Competing Business accounted for less constitute more than 10% of the net revenues of the total business acquired and such Competing Business is sold within 12 months voting rights or equity interests of such acquisitioncompany, (iii) nothing herein contained shall be construed Seller from providing domestic or international long distance voice services to prevent Persons residing within the Territory (x) who select to subscribe to Seller's voice services or (y) who respond to any Seller national or its Affiliates from acquiring regional voice service promotion which is not specifically targeted to Persons residing within the Territory, or merging with any business, Person or entity fifty percent (50%) or more of whose consolidated revenues for the most recently completed fiscal year prior to such acquisition were derived from businesses other than a Competing Business and, in such case, continuing to operate such Competing Business, (iv) nothing herein contained effective as of the twelve month anniversary of the termination of the Transition Service Agreement, Seller from providing local voice services to Persons residing within the Territory (x) who select to subscribe to Seller's voice services or (y) who respond to any Seller national or regional voice service promotion which is not specifically targeted to Persons residing within the Territory (b) If any provision of this Section 5.14, or the application thereof, is construed to be invalid, illegal or unenforceable, then the other provisions of this Section 5.14, or the application thereof, shall not be affected thereby and shall be construed to prevent Seller or its Affiliates from being acquired (through a merger or otherwise) by enforceable without regard thereto. If any business, Person or entity (a “Potential Acquirer”) who operates a Competing Business and who after such acquisition continues to operate a Competing Business so long as Seller and its direct subsidiaries do not operate a Competing Business and (v) that provision of this Section 5.12 5.14, or the application thereof, is determined to be unenforceable because of its scope, duration, geographical area or other factor, then the court making such determination shall not apply tohave the power to reduce or limit such scope, prohibit duration, area or other factor, and such provision shall then be enforceable in anyway inhibit the Seller its reduced or its Subsidiaries from owning or operating its facility in North Bend, Ohio; provided, further that nothing in Section 5.12 shall prohibit the Seller or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer in the Ordinary Course of Businesslimited form.

Covenant Not to Compete. Seller agrees that, during in consideration of the 3-year period immediately following purchase by Buyer of the ClosingAcquired Assets, Seller it shall not and shall cause its SubsidiariesAffiliates to not, not toon or prior to the date that is three (3) years after the Closing Date, within those countries set forth engage in Section 5.12 any activity which is, competitive with the Business as conducted as of the Company Disclosure Schedule, engage, directly or indirectly, in or directly or indirectly acquire, any ownership interest in any firm, corporation, partnership, proprietorship, limited liability company or other business entity that engages in the manufacturing of nitrogen Closing Date (a “"Competing Business”Activities"); provided, however, that Seller shall not be restricted from performing its obligations under any contract or proposal existing as of the Closing Date that is not assumed by Buyer under the terms of the Asset Purchase Agreement. The provisions of this Section 1 shall not (i) restrict the activities of any Person (other than an Affiliate of Seller) that acquires any of the stock or any of the assets of Seller, (ii) restrict Seller from acquiring any or all of the stock or assets of a company (a "Target") that engages in a business that is competitive with the Business provided that the restrictions contained in this Section 5.12 Target's revenues for the most recent fiscal year ended prior to such acquisition which are derived from Competing Activities shall not restrict the ownership by Seller, its Subsidiaries, directly or indirectly, of be both (a) less than 2% ten percent (10%) of Target's gross revenues, and (b) less than $5 million, (iii) restrict Seller from acquiring or owning up to ten percent (10%) of the issued and outstanding capital stock of any publicly traded a company engaged that engages in a Competing Business, (ii) it shall not be a violation of this Section 5.12 to operate a Competing Business that has been acquired by such Person, provided that such Competing Business accounted for less than 10% of the net revenues of the total business acquired and such Competing Business is sold within 12 months of such acquisition, (iii) nothing herein contained shall be construed to prevent Seller or its Affiliates from acquiring or merging with any business, Person or entity fifty percent (50%) or more of whose consolidated revenues for the most recently completed fiscal year prior to such acquisition were derived from businesses other than a Competing Business and, in such case, continuing to operate such Competing BusinessActivities, (iv) nothing herein contained shall be construed to prevent Seller or its Affiliates from being acquired restrict Seller's activity as a member in an organization (through a merger or otherwiseother than an Affiliate of Seller) by any businessin which members share profits, Person or entity losses and/or economic rights (a “Potential Acquirer”including, but not limited to, partnerships, teaming agreements, joint ventures, LLCs and consortiums) who operates provided that Seller's scope of activity in such organization is not a Competing Business and who after such acquisition continues to operate a Competing Business so long as Seller and its direct subsidiaries do not operate a Competing Business and Activity, nor in any way restrict members or partners other than Seller, (v) restrict Seller from continuing to provide engineering, procurement, construction, and operations and maintenance and other services without restriction on any project, in any industry, at any location, including providing such services for projects that this Section 5.12 shall not apply to, prohibit employ the Intellectual Property of the Buyer acquired under the Asset Purchase Agreement or of any other Persons that have competing intellectual property or engage in anyway inhibit the Seller or its Subsidiaries from owning or operating its facility in North Bend, Ohio; provided, further that nothing in Section 5.12 shall prohibit the Seller or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer in the Ordinary Course of BusinessCompeting Activities.

Covenant Not to Compete. For a period commencing on the Closing Date and ending on the third anniversary of the Closing Date, the Parent, the Seller agrees that, during and their respective Subsidiaries (whether now existing or hereafter acquired or created and for so long as the 3-year period immediately following Seller and such Subsidiaries remain as Subsidiaries of the Closing, Seller Parent) shall not and shall cause its Subsidiaries, not to, within those countries set forth in Section 5.12 of the Company Disclosure Schedule, engage, directly or indirectly, in or directly or indirectly acquire, any ownership interest engage in any firm, corporation, partnership, proprietorship, limited liability company or other geographical area in any business entity of the same type as that engages conducted by any of the Businesses as of the Closing Date in the manufacturing of nitrogen that geographical area (a “"Competing Business”"); provided, however, (i) that the restrictions contained in this Section 5.12 foregoing shall not restrict prohibit (a) the ownership by Sellerthe Parent, its Subsidiaries, directly the Seller or indirectly, any of their respective Subsidiaries (whether now existing or hereafter acquired or created) of less than 25% of the outstanding capital stock of any publicly publicly-traded company corporation engaged in a Competing Business, (b) activities HALLIBURTON COMPANY AGREEMENT AND PLAN OF RECAPITALIZATION 43 by the Parent, the Seller or their respective Affiliates that were existing activities of the Parent, the Seller or their respective Affiliates as of the Closing Date other than activities of the Businesses, (c) providing services similar to the services provided by the Businesses to only the Parent, the Seller and their Affiliates, provided, that the Parent and the Seller hereby represent that the Parent, the Seller or any Affiliate thereof does not, as of the date hereof or as of the Closing Date, have any current intention of providing any such services, (d) the acquisition of the Parent, the Seller or any of their Affiliates by a third party whose operations involve a Competing Business, (e) the acquisition by the Parent, the Seller or any of their Affiliates of a third party which engages in a Competing Business, provided that the primary purpose of any such acquisition referred to in this clause (e) is not the acquisition of such Competing Businesses, and provided further that such Competing Business referred to in this clause (e) either (i), together with the revenues for any prior acquisition exempted from the provisions of this Section 8.06 by this clause (e)(i), accounts for less than U.S. $50,000,000 in revenues for the last fiscal year of such third party for which financial statements are available or (ii) is divested by the Acquiror within 270 days from the date it is acquired or (f) the Parent or any of its Affiliates acquiring any Designated Regulatory Assets pursuant to subsection (a) of Section 8.05; provided, however, that if significant progress has been made and is continuing with respect to such divestiture by the end of such period, the period shall not be extended at the request of the Parent for an additional ninety (90) days. If the final judgment of a Court of competent jurisdiction declares that any term or provision of this Section 8.06 is invalid or unenforceable, the parties agree that the Court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid and unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed. The Parent and the Seller acknowledge that the provisions of this Section 8.06 are reasonable in time and scope and necessary to protect the legitimate interests of the Acquiror and each Buyer and that any violation of this Section 5.12 8.06 will result in irreparable injury to operate a Competing Business the Acquiror, each Buyer and to the Businesses, the exact amount of which will be difficult to ascertain, and that has been the remedies at law for any such violation would not be reasonable or adequate compensation to the Acquiror, the Buyers and the Businesses. Accordingly, the Parent and the Seller agree that, if any of them or any of their Subsidiaries (whether now existing or hereafter acquired by such Personor created) violates this Section 8.06, provided that such Competing Business accounted for less than 10% the Acquiror, any of the net revenues Buyers and the members of each Company Group (following consummation of the total business acquired and such Competing Business is sold within 12 months of such acquisition, (iiitransactions contemplated hereby) nothing herein contained shall be construed to prevent Seller or its Affiliates from acquiring or merging with any business, Person or entity fifty percent (50%) or more of whose consolidated revenues for the most recently completed fiscal year prior to such acquisition were derived from businesses other than a Competing Business andentitled, in such case, continuing addition to operate such Competing Business, (iv) nothing herein contained shall any other remedy that may be construed to prevent Seller or its Affiliates from being acquired (through a merger or otherwise) by any business, Person or entity (a “Potential Acquirer”) who operates a Competing Business and who after such acquisition continues to operate a Competing Business so long as Seller and its direct subsidiaries do not operate a Competing Business and (v) that this Section 5.12 shall not apply to, prohibit available at law or in anyway inhibit equity, to specific performance and injunctive relief, without posting bond or other security and without the Seller or its Subsidiaries from owning or operating its facility in North Bend, Ohio; provided, further that nothing in Section 5.12 shall prohibit the Seller or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer in the Ordinary Course necessity of Businessproving actual damages.

Covenant Not to Compete. Seller (a) Subject to the terms, conditions and exceptions of this Section 7.6, Buyer hereby covenants and agrees thatthat neither it nor any Affiliate controlled by it (a "Buyer Affiliate"), during for a period of five (5) years from and after the 3-year period immediately following the ClosingClosing Date, Seller shall not and shall cause its Subsidiaries, not to, within those countries set forth in Section 5.12 of the Company Disclosure Schedule, will engage, directly or indirectly, in whether as principal, consultant, investor or directly or indirectly acquireotherwise, any ownership interest in any firm, corporation, partnership, proprietorship, limited liability company or other business entity that engages in the manufacturing design, development, fabrication, testing, delivery, sale, marketing or servicing of nitrogen ReCHILL Products. (a “Competing Business”b) Notwithstanding the provisions of Section 7.6(a); provided, howevernothing herein shall prohibit Buyer from engaging in the activities contemplated by the Exclusive Manufacturing Agreement. In addition, nothing herein shall prohibit Buyer or any Buyer Affiliate from servicing any product it owns and uses. (ic) that The prohibition in Section 7.6(a) shall apply to all counties in the State of California and all similar political subdivisions or regions in all states of the United States and all other geographical areas worldwide. Buyer agrees that, in connection with the purchase by Buyer of the Assets and the Division, the time and geographic restrictions set forth above are reasonable. Nothing contained in this section shall be construed to prohibit Buyer or any Buyer Affiliate from investing in debt or equity securities of any company engaged in any activity described in Section 5.12 shall not restrict 7.6(a), the ownership by Sellercapital stock of which company is listed on a national securities exchange or traded in the over-the-counter markets, its Subsidiaries, directly or indirectly, provided that the aggregate stock holdings of Buyer and such Buyer Affiliates are less than 2% ten percent (10%) of the outstanding capital stock of such company. Buyer agrees that the remedy at law for any publicly traded company engaged in a Competing Business, (ii) breach by it shall not be a violation of this Section 5.12 7.6 will be inadequate and that Buyer shall be entitled to operate a Competing Business injunctive relief. The parties intend that has been acquired the unenforceability or invalidity of any term or provision of this Section 7.6 shall not render any other term or provision contained herein unenforceable or invalid. If the activities described in Section 7.6(a) or the period of time or the geographical area covered by such Personthis Section 7.6 should be deemed too extensive, provided then the parties intend that such Competing Business accounted for less than 10% of the net revenues of the total business acquired and such Competing Business is sold within 12 months of such acquisition, (iii) nothing herein contained shall this Section 7.6 be construed to prevent Seller or its Affiliates from acquiring or merging with any businesscover the maximum scope of business activities, Person or entity fifty percent period of time and geographical area (50%not exceeding those specifically set forth herein) or more of whose consolidated revenues for the most recently completed fiscal year prior to such acquisition were derived from businesses other than a Competing Business and, in such case, continuing to operate such Competing Business, (iv) nothing herein contained shall as may be construed to prevent Seller or its Affiliates from being acquired (through a merger or otherwise) by any business, Person or entity (a “Potential Acquirer”) who operates a Competing Business and who after such acquisition continues to operate a Competing Business so long as Seller and its direct subsidiaries do not operate a Competing Business and (v) that this Section 5.12 shall not apply to, prohibit or in anyway inhibit the Seller or its Subsidiaries from owning or operating its facility in North Bend, Ohio; provided, further that nothing in Section 5.12 shall prohibit the Seller or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer in the Ordinary Course of Businesspermissible under applicable law.

Covenant Not to Compete. Seller agrees that(a) For a period of four years from and after the Closing Date, during the 3-year period immediately following the Closing, Seller shall not and shall cause its Subsidiaries, not to, within those countries set forth in Section 5.12 of the Company Disclosure Schedule, engagenot, directly or indirectlyindirectly through any of its Affiliates, engage in or participate in, or make any financial investments in any Person that engages directly or indirectly acquirein, any ownership interest business that competes with the Business; PROVIDED, HOWEVER, that nothing herein shall prohibit an investment of less than 5% of the then-outstanding equity securities (as determined at the time of the investment) in any firm, corporation, partnership, proprietorship, limited liability company or other business entity that engages a Person. (b) Notwithstanding anything in SECTION 9.13(a) to the manufacturing of nitrogen (a “Competing Business”); provided, however, contrary: (i) that the restrictions contained in this Section 5.12 shall not restrict Seller or any of its Affiliates may consummate (by merger, consolidation, stock purchase, asset acquisition or otherwise) an acquisition of the ownership by Seller, its Subsidiaries, directly business or indirectly, assets of any Person if less than 220% of such Person's revenues are derived from the outstanding capital stock sale of services covered by the noncompete covenant in SECTION 9.13(a) (the "ACQUIRED PERSON") and may subsequent to such acquisition continue to sell any publicly traded company engaged in a Competing Business, services which the Acquired Person was selling prior to its acquisition. (ii) it in the event of any post-Closing sale of the Seller, whether by merger, consolidation, sale of stock, sale of assets or otherwise, to another Person (the "ACQUIRING PERSON"), the Acquiring Person shall not be a violation bound (but the Seller shall continue to be bound) by the provisions of SECTION 9.13(a). (c) The provisions of this Section 5.12 SECTION 9.13 shall be deemed to operate be a Competing separate covenant in each country in which the Business is currently engaged in business. The Seller acknowledges and agrees that has the time, scope, geographic area and other provisions of this covenant not to compete have been acquired specifically negotiated by sophisticated parties and that such provisions are reasonable under the circumstances. The parties further agree that if, despite the foregoing acknowledgment, a court or other tribunal of competent jurisdiction holds that any of the restrictions of this covenant not to compete are unenforceable, the maximum restrictions of time, scope or geographic area reasonable under the circumstances, as determined by such Personcourt or tribunal, provided that such Competing Business accounted for less than 10% of the net revenues of the total business acquired and such Competing Business is sold within 12 months of such acquisition, (iii) nothing herein contained shall be construed to prevent Seller or its Affiliates from acquiring or merging with substituted for any business, Person or entity fifty percent (50%) or more of whose consolidated revenues for the most recently completed fiscal year prior to such acquisition were derived from businesses other than a Competing Business and, in such case, continuing to operate such Competing Business, (iv) nothing herein contained shall be construed to prevent Seller or its Affiliates from being acquired (through a merger or otherwise) by any business, Person or entity (a “Potential Acquirer”) who operates a Competing Business and who after such acquisition continues to operate a Competing Business so long as Seller and its direct subsidiaries do not operate a Competing Business and (v) that this Section 5.12 shall not apply to, prohibit or in anyway inhibit the Seller or its Subsidiaries from owning or operating its facility in North Bend, Ohio; provided, further that nothing in Section 5.12 shall prohibit the Seller or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer in the Ordinary Course of Businessrestrictions held unenforceable.

Covenant Not to Compete. Each of the Seller Parties covenants and agrees that, during for a period commencing on the 3-year period immediately following Closing Date and expiring on the Closing, Seller shall not and shall cause its Subsidiaries, not to, within those countries set forth in Section 5.12 second (2nd) anniversary of the Company Disclosure ScheduleClosing Date (the "Restricted Period"), engagenone of the Seller Parties will, directly or indirectly, own, manage, operate, franchise, license, control or engage or participate in the ownership, management, operation, franchising, licensing, or directly control of, or indirectly acquirebe connected as a stockholder, agent, partner, joint venturer, employee, officer, director, consultant or otherwise with, any ownership interest in any firm, corporation, partnership, proprietorship, limited liability company or other business entity that Person which engages in the manufacturing of nitrogen quick-service hamburger restaurant business in the Territory (a “Competing Business”"Competitive Action"); provided, however, (i) that the restrictions contained in this Section 5.12 shall not restrict the ownership by Seller, its Subsidiaries, directly or indirectly, of less than 2% none of the outstanding capital stock of any publicly traded company engaged in a Competing Business, (ii) it following activities shall not be constitute a violation of this Section 5.12 to operate a Competing Business that has been acquired 6.10: (i) the acquisition or ownership by such Person, provided that such Competing Business accounted for the Seller Parties or their Affiliates of less than 10% two percent (2%) of the net revenues outstanding shares of any Person engaged in the total quick-service hamburger restaurant business acquired and such Competing Business is sold within 12 months whose shares are publicly traded on a national securities exchange; or (ii) the offering of such acquisition, hamburger products to customers as a menu item by any Existing Concept; or (iii) nothing herein contained the operation by the Retained Group of any Hardee's Restaurant pursuant to a License Agreement with Hardee's. In the event that the Buyer ascertains the start of a Competitive Action on the part of any such Persons, Buyer shall be construed entitled to prevent obtain injunctive relief without any objection from any of the Seller Parties or their respective Subsidiaries and Affiliates. The parties hereto further agree that, if a court of competent jurisdiction determines that this covenant is unenforceable in any respect, the remainder of this covenant shall not thereby be affected and shall be given full effect, without regard to any invalid portions, and this covenant may be modified by such court in any necessary respect in order to render it enforceable in its Affiliates from acquiring or merging with least reduced form. If the courts of any business, Person or entity fifty percent (50%) one or more jurisdictions determine that this covenant is unenforceable, it is the intention of whose consolidated revenues for Buyer, on the most recently completed fiscal year prior one hand, and the Seller Parties, on the other hand, that such determination not bar or in any way affect Buyer's right to such acquisition were derived from businesses the relief provided above in the courts of any other than a Competing Business and, jurisdiction as to breaches of this covenant in such caseother respective jurisdiction, continuing to operate such Competing Businessit being the intention of Buyer, (iv) nothing herein contained shall be construed to prevent on the one hand, and the Seller or its Affiliates from being acquired (through a merger or otherwise) by any businessParties, Person or entity (a “Potential Acquirer”) who operates a Competing Business and who after such acquisition continues to operate a Competing Business so long as Seller and its direct subsidiaries do not operate a Competing Business and (v) on the other hand, 37 42 that this Section 5.12 shall not apply to, prohibit or in anyway inhibit the Seller or its Subsidiaries from owning or operating its facility in North Bend, Ohio; provided, further that nothing in Section 5.12 shall prohibit the Seller or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer in the Ordinary Course of Businesscovenant be considered a separate and independent covenant insofar as it relates to each such jurisdiction.

Covenant Not to Compete. Seller agrees thatWithout the express prior written consent of the Purchaser, neither Litho nor any affiliate of Litho (the only such affiliate of Litho as of the date hereof being Frxxx Xxxxxx, Xx.), will, at any time during the 3five-year period immediately following the Closing, Seller shall not and shall cause its Subsidiaries, not to, within those countries set forth in Section 5.12 of the Company Disclosure Schedule, engageClosing Date, directly or indirectly, own, manage, control or participate in the ownership, management or control of, or be related or otherwise affiliated in any manner with, any business similar to that engaged in by the Company as of the Closing Date anywhere in Illinois or any other state in which the Company operates as of the Closing Date, such states being listed on Schedule 6.15 hereto; and provided, that the foregoing will not prohibit Litho from owning as a passive investment 5% or less of the outstanding equity of any publicly-traded entity. Litho agrees that it and its affiliates will not, for a period of five years after the Closing Date, employ or solicit the employment of any person now employed by the Company. (a) Without the express prior written consent of the Purchaser, neither Maxxxxxx, Xxxx-Xne nor their respective affiliates (the "Maxxxxxx Xntities") will at any time during the five-year period immediately following the Closing Date, directly or indirectly acquireindirectly, own, manage, control or participate in the ownership, management or control of, or enter in a joint venture or similar relationship with, any ownership interest in any firm, corporation, partnership, proprietorship, limited liability company or other business entity that engages engaged in the manufacturing Restricted Businesses (as defined below) within a hundred mile radius of nitrogen Franklin Park, Illinois (the "Restricted Area"). Notwithstanding the foregoing, the Maxxxxxx Xntities are not prohibited from (i) engaging in the pre-press packaging business, (ii) owning, managing or controlling, or entering into a “Competing Business”)joint venture or similar relationship with, any business that derives twenty-five percent or less of its revenues from the Restricted Businesses, (iii) owning as a passive investment 5% or less of the outstanding equity of any publicly-traded entity, or (iv) owning, managing or controlling, or entering into a joint venture or similar relationship with any Restricted Business located outside the Restricted Area, which has de miminus sales within the Restricted Area. The Maxxxxxx Xntities will not, for a period of five years after the Closing Date, employ or solicit the employment of any person now employed by the Company; provided, however, (i) that the restrictions contained in this Section 5.12 shall general solicitations of employment by memo or newspaper, periodical, trade, internet or general publication advertisement not restrict the ownership by Seller, its Subsidiaries, directly or indirectly, of less than 2% directed at employees of the outstanding capital stock Company and any employment of any publicly traded company engaged in a Competing Businessperson based thereon, (ii) it shall will not be a violation of this provision. For the purposes of this Section 5.12 to operate a Competing Business that has been acquired by such Person6.16(b), provided that such Competing Business accounted for less than 10% of the net revenues of the total business acquired and such Competing Business is sold within 12 months of such acquisition"Restricted Businesses" means (1) multimedia presentations, (iii2) nothing herein contained shall be construed to prevent Seller or its Affiliates from acquiring or merging with any business, Person or entity fifty percent (50%) or more of whose consolidated revenues for the most recently completed fiscal year prior to such acquisition were derived from businesses other than a Competing Business and, in such case, continuing to operate such Competing Businessprepublishing services, (iv3) nothing herein contained shall be construed to prevent Seller or its Affiliates from being acquired digital and offset printing, (through a merger or otherwise4) by any businessmarketing consulting services, Person or entity (a “Potential Acquirer”5) who operates a Competing Business and who after such acquisition continues to operate a Competing Business so long as Seller and its direct subsidiaries do not operate a Competing Business website design and (v) that this Section 5.12 shall not apply to, prohibit or in anyway inhibit the Seller or its Subsidiaries from owning or operating its facility in North Bend, Ohio; provided, further that nothing in Section 5.12 shall prohibit the Seller or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer in the Ordinary Course of Business.6)

Covenant Not to Compete. (a) The Seller agrees that, that during the 3Non-year period immediately following Compete Period, neither the Closing, Seller nor any of its controlled Affiliates shall not and shall cause its Subsidiaries, not to, within those countries set forth in Section 5.12 of the Company Disclosure Schedule, engage, directly manage, operate or indirectly, in or directly or indirectly acquire, have any ownership interest in any firm, corporation, partnership, proprietorship, limited liability company proprietorship or other business entity that engages in in, manages or operates a business that competes with the manufacturing of nitrogen Business (each, a “Competing Business”)) anywhere in the United States of America; provided, however, (i) that the restrictions contained in this Section 5.12 shall not restrict the ownership by Seller, its Subsidiaries, directly or indirectly, of less than 2% of the outstanding capital stock of any publicly traded company engaged in a Competing Business, (ii) it shall not be a violation of this Section 5.12 7.12(a) for the Seller or any of its controlled Affiliates (i) to operate own, directly or indirectly, solely as an investment, securities of any Person that are traded on a national securities exchange (or a recognized securities exchange outside the U.S.) if the Seller or any of its controlled Affiliates (x) is not a controlling Person or a member of a group that controls such Person and (y) does not, directly or indirectly, own more than 5% or more of the voting securities of such Person, (ii) to acquire, directly or indirectly, the equity or assets of, or otherwise become affiliated with or participate in, any enterprise engaged in a Competing Business that has been acquired by such Personif the Seller shall use reasonable efforts to divest, provided that such Competing Business accounted for less than 10% of as soon as reasonably practicable (and in any event within eighteen (18) months after the net revenues of the total business acquired and such Competing Business is sold within 12 months closing date of such acquisition), its interest in such enterprise relating to the Competing Business), (iii) nothing herein to continue operating existing lines of business, other than the Business, or any of the Excluded Assets or (iv) to perform the activities contemplated by the Ancillary Agreements. None of the provisions of this Section 7.12(a) shall operate to prohibit, hinder, impede or restrict from engaging in a Competing Business in any way, any Person which by way of takeover, acquisition, merger, combination or similar transaction acquires a controlling or significant interest in Seller or any of its Affiliates (provided that Seller and its controlled Affiliates as of the date of such transactions shall continue to be subject to the provisions of this Section 7.12(a) after any such transaction). (b) Each of the Buyer and the Seller agrees that for a period of three (3) years after the Closing Date, it shall not, and shall cause its respective Affiliates, directors, officers or employees to not, directly or indirectly take any action to solicit for employment or hire any person in the employ of (i) in the case of the Buyer, the Seller or any of its Affiliates and (ii) in the case of the Seller, the Acquired Companies, in each case of (i) and (ii) without the prior written consent of the applicable other Party. (c) If any provision contained in this Section 7.12 shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section 7.12, but this Section 7.12 shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. It is in the intention of the Parties that if any of the restrictions or covenants contained in this Section 7.12 is held to prevent Seller cover a geographic area or its Affiliates from acquiring to be for a length of time which is not permitted by Law, or merging with in any businessway construed to be too broad or to any extent invalid, Person or entity fifty percent (50%) or more of whose consolidated revenues for the most recently completed fiscal year prior to such acquisition were derived from businesses other than a Competing Business and, in such case, continuing to operate such Competing Business, (iv) nothing herein contained provision shall not be construed to prevent Seller be null, void and of no effect, but to the extent such provision would be valid or its Affiliates from being acquired (through enforceable under Law, a merger court of competent jurisdiction shall construe and interpret or otherwise) by any business, Person or entity (a “Potential Acquirer”) who operates a Competing Business and who after such acquisition continues to operate a Competing Business so long as Seller and its direct subsidiaries do not operate a Competing Business and (v) that reform this Section 5.12 7.12 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall not apply to, prohibit or in anyway inhibit the Seller or its Subsidiaries from owning or operating its facility in North Bend, Ohio; provided, further that nothing in Section 5.12 shall prohibit the Seller or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer in the Ordinary Course of Businessbe valid and enforceable under such Law.

Covenant Not to Compete. Seller agrees that, during (a) During the 3-year period immediately following commencing on the ClosingClosing Date and ending on the third (3rd) anniversary of the Closing Date, Seller shall not not, and shall cause its Subsidiaries, all Affiliates of Seller not to, within those countries set forth in Section 5.12 of the Company Disclosure Schedule, engage, directly or indirectly, in or directly or indirectly acquireconduct or engage in the business of designing, manufacturing or selling products or services competitive with products and services manufactured, produced or supplied by Company as of the Closing (the "Restricted Business") anywhere in the world. (i) Notwithstanding the foregoing, neither Seller nor any of its existing Affiliates or any future Affiliates, shall be in violation of this Section 10.5(a) if (A) it continues to operate its existing businesses or (B) it owns less than 10% record or beneficial interest of the equity securities of any entity that is engaged in the Restricted Business; provided, that it shall not be deemed a breach of this Section 10.4(a) if Seller or any Affiliate (existing or future) acquires more than the 10% record or beneficial interest threshold in any entity whose revenues derived from the Restricted Business constitute less than 20% of the consolidated revenues of such entity for the most recently completed fiscal year. In the event either Seller or any Affiliate exceeds the thresholds set forth above, it shall not be deemed a breach of this Section 10.4(a) if Seller or any such Affiliate promptly divests or discontinues, as the case may be (in any event within twenty-five (25) months from the date it exceeds the 10% ownership or 20% revenue threshold), that portion of its investment over the 10% ownership threshold or that portion of the Restricted Business which exceeds the 20% consolidated revenue limit of such entity. (ii) Notwithstanding Section 10.4(a)(i), if Seller or any of its existing Affiliates or any future Affiliates acquires 90% or more of the record or beneficial ownership interest in any firm, corporation, partnership, proprietorship, limited liability company entity (the "Acquired Entity") whose revenues derived from the Restricted Business constitute 20% or other business entity that engages in the manufacturing of nitrogen (a “Competing Business”); provided, however, (i) that the restrictions contained in this Section 5.12 shall not restrict the ownership by Seller, its Subsidiaries, directly or indirectly, of less than 2% more of the outstanding capital stock of any publicly traded company engaged in a Competing Business, (ii) it shall not be a violation of this Section 5.12 to operate a Competing Business that has been acquired by such Person, provided that such Competing Business accounted for less than 10% of the net consolidated revenues of the total business acquired and such Competing Business is sold within 12 months of such acquisition, (iii) nothing herein contained shall be construed to prevent Seller or its Affiliates from acquiring or merging with any business, Person or entity fifty percent (50%) or more of whose consolidated revenues Acquired Entity for the most recently completed fiscal year prior to the date of such acquisition were derived from businesses other than a Competing ("Seller's Acquisition"), Seller shall promptly after the date of Seller's Acquisition grant Purchaser an option to acquire the portion of such entity engaged in the Restricted Business and(the "Restricted Portion") as provided in this Section 10.4(a)(ii). Such option may be exercised by Purchaser at any time during the twenty-fifth month after the date of Seller's Acquisition by written notice to Seller of such exercise; thereafter, in such case, continuing to operate option shall lapse and be of no further force or effect. The exercise price for such Competing Business, (iv) nothing herein contained option shall be construed an amount equal to prevent the aggregate purchase price, including liabilities assumed, paid by Seller or its Affiliates from being acquired (through Affiliate for its interest in the Acquired Entity multiplied by a merger fraction, the numerator of which shall be the net operating profit or otherwise) other mutually acceptable measure of value of the Restricted Portion during the most recently completed fiscal year prior to the date of Seller's Acquisition and the denominator of which shall be the net operating profit or other mutually acceptable measure of value of the Acquired Entity during the same period. The purchase by any business, Person or entity (a “Potential Acquirer”) who operates a Competing Business and who after such acquisition continues Purchaser of the Restricted Portion would be subject to operate a Competing Business so long as Seller and its direct subsidiaries do not operate a Competing Business and (v) that this Section 5.12 shall not apply to, prohibit or in anyway inhibit the execution by Seller or its Subsidiaries Affiliate and Purchaser of a mutually satisfactory definitive agreement for such purchase and the obtaining of all necessary governmental approvals and material third party consents (in each case at no out of pocket cost or expense to Seller), and to the expiration or termination of all applicable waiting periods (including any extensions thereof) required under the HSR Act, without the threat or initiation of legal action by the Federal Trade Commission or the Department of Justice. Seller's representations in the definitive purchaser and sale agreement concerning the Restricted Portion would be limited to reasonable assurances that Seller had caused the Restricted Portion to be operated in the ordinary course of business during the period of Seller's ownership. The definitive purchase and sale agreement and the transactions contemplated thereby could be terminated at the option of either Seller or its Affiliate, on the one hand, or Purchaser, on the other if such transactions were not consummated by the end of the thirtieth (30th) month following Seller's Acquisition. If Purchaser does not exercise the option described in this Section 10.4(a)(ii) or if the sale of the Restricted Portion contemplated by hereby is not consummated other than because of Seller's default, Seller may retain ownership of the Acquired Entity, including the Restricted Portion, without further obligation to Purchaser hereunder, except as provided in Section 10.4(a)(iii). (iii) At no time prior to June 30, 2008, shall Seller or any Affiliate of Seller use the "Textron" name as part of a trade name containing the words "Fuel Systems." (b) If a final judgment of a court or tribunal of competent jurisdiction determines that any term or provision contained in Section 10.4(a) is invalid or unenforceable, then the court or tribunal shall have the power to reduce the scope, duration, or geographic area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed. (c) Seller recognizes, acknowledges and agrees that if Seller breaches any of the covenants, duties or obligations set forth in Section 10.4(a), Purchaser would encounter extreme difficulty in attempting to prove the actual amount of damages suffered by Purchaser as a result of such breach, and that Purchaser would not be reasonably or adequately compensated in damages in any action at law. In addition to any other remedy Purchaser may have at law, in equity, by statute or otherwise, if Seller breaches any of the covenants, duties or obligations set forth in Section 10.4(a), Purchaser shall be entitled to seek and receive temporary, preliminary and permanent injunctive and other equitable relief from owning any governmental body of competent jurisdiction to enforce any of the rights of Purchaser under Section 10.4(a) or operating its facility otherwise to prevent violation of any terms or provisions set forth in North Bend, OhioSection 10.4(a) without the necessity of proving the amount of any actual damage to Purchaser resulting therefrom; provided, further however, that nothing contained in Section 5.12 10.4(a) shall prohibit be deemed or construed in any manner whatsoever as a waiver by Purchaser of any of the rights that it may have against Seller at law, equity, by statute or its Subsidiaries otherwise arising out of, in connection with or resulting from buyingthe breach by Seller of any of their covenants, sellingagreements, trading duties or hedging natural gas, nitrogen or fertilizer in the Ordinary Course of Businessobligations under this Agreement.

Covenant Not to Compete. Seller agrees that, during (a) For the 3-year period immediately following ending on the Closing, Seller shall not and shall cause its Subsidiaries, not to, within those countries set forth in Section 5.12 third (3rd) anniversary of the Company Disclosure ScheduleClosing Date, neither Bayer nor any Subsidiary or Affiliate of Bayer, shall engage, directly or indirectlyin any geographical area in which the Business currently does business, in the Business through the manufacture (other than for Bayer's internal use), sale or directly distribution of any purified animal blood protein product manufactured, sold or indirectly acquire, any ownership interest distributed for use in any firm, corporation, partnership, proprietorship, limited liability company diagnostic reagents or in culture media for the production of biopharmaceuticals (other business entity that engages in than pursuant to the manufacturing of nitrogen (a “Competing Business”Ancillary Agreements); provided, however, that nothing contained herein shall preclude Bayer or any Affiliate of Bayer from acquiring any interest in any business (the "Acquired Business") some or all of the operations of which would otherwise violate the foregoing prohibitions (the "Competing Operations") so long as (i) that the restrictions contained in this Section 5.12 shall not restrict annual revenues attributable to the ownership by Seller, Competing Operations for its Subsidiaries, directly or indirectly, most recently completed fiscal year exceed neither (x) ten percent (10%) of less than 2the annual revenues of the Acquired Business nor (y) 100% of the outstanding capital stock of any publicly traded company engaged in a Competing Business, (ii) it shall not be a violation of this Section 5.12 to operate a Competing Business that has been acquired by such Person, provided that such Competing Business accounted for less than 10% of the net annual revenues of the total business acquired and Business, in each such Competing Business is sold within 12 months case, such annual revenues to be the annual revenues of such acquisition, (iii) nothing herein contained shall be construed to prevent Seller or its Affiliates from acquiring or merging with any business, Person or entity fifty percent (50%) or more of whose consolidated revenues for the most recently completed fiscal year prior of the Acquired Business or the Business, as the case may be, or (ii) if they do, the acquiring entity divests itself of the Competing Operations as soon as practicable, but no later than twelve (12) months, after such acquisition. (b) For the period ending on the second (2nd) anniversary of the Closing Date, neither Bayer nor any Subsidiary or Affiliate of Bayer shall solicit any person who is an Employee (a "Restricted Employee") to leave the employ of Purchaser or any of its Subsidiaries. Bayer or any of its Subsidiaries may rehire any Restricted Employee upon the earlier to occur of (i) the first (1st) anniversary of the date on which a Restricted Employee voluntarily terminates his or her employment with Purchaser or (ii) the second (2nd) anniversary of the Closing Date, and may rehire at any time a Restricted Employee whose employment is involuntarily terminated by Purchaser. (c) Without intending to limit the remedies available to Purchaser, Bayer agrees that damages at law would be an insufficient remedy to Purchaser in the event of any breach by Bayer or any Subsidiary of Bayer of this Section 7.2 and that Purchaser shall be entitled to injunctive relief or other equitable remedies in the event of any such acquisition were derived from businesses breach (without the posting of a bond or other than a Competing Business andsecurity). (d) If any of the provisions of this Section 7.2 are held to be unenforceable because of the scope, term or area of their applicability, then the court making such determination shall modify such scope, term or area or all of them to the extent necessary to render this Section 7.2 enforceable under applicable law, and such provisions shall then be enforced in such casemodified form. (e) Notwithstanding the foregoing, continuing to operate such Competing Businessfrom and after the Closing Date, (iv) nothing herein contained shall be construed to prevent Seller or its Affiliates from being acquired (through a merger or otherwise) by any business, Person or entity (a “Potential Acquirer”) who operates a Competing Business and who after such acquisition continues to operate a Competing Business so long as Seller and its direct subsidiaries do not operate a Competing Business and (v) that this Section 5.12 Bayer shall not use the names of Pentex or Ex-Cyte or any names similar thereto or variants thereof or apply to, prohibit or to use such names in anyway inhibit the Seller or its Subsidiaries from owning or operating its facility in North Bend, Ohio; provided, further that nothing in Section 5.12 shall prohibit the Seller or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer in the Ordinary Course of Businessany jurisdiction.

Covenant Not to Compete. Seller agrees that, during (a) Subject only to the 3-year period immediately following the Closing, Seller shall not and shall cause its Subsidiaries, not to, within those countries exceptions expressly set forth in Section 5.12 of the Company Disclosure Schedule, engage, directly or indirectly, in or directly or indirectly acquire, any ownership interest in any firm, corporation, partnership, proprietorship, limited liability company or other business entity that engages in the manufacturing of nitrogen (a “Competing Business”); provided, however, (i) that the restrictions contained in this Section 5.12 shall not restrict the ownership by Seller6.4, its Subsidiaries, directly or indirectly, of less than 2% of the outstanding capital stock of any publicly traded company engaged in a Competing Business, (ii) it shall not be a violation of this Section 5.12 to operate a Competing Business that has been acquired by such Person, provided that such Competing Business accounted for less than 10% of the net revenues of the total business acquired and such Competing Business is sold within 12 months of such acquisition, (iii) nothing herein contained shall be construed to prevent Seller or its Affiliates from acquiring or merging with any business, Person or entity fifty percent (50%) or more of whose consolidated revenues for the most recently completed fiscal year prior to such acquisition were derived from businesses other than a Competing Business and, in such case, continuing to operate such Competing Business, (iv) nothing herein contained shall be construed to prevent Seller or its Affiliates from being acquired (through a merger or otherwise) by any business, Person or entity (a “Potential Acquirer”) who operates a Competing Business and who after such acquisition continues to operate a Competing Business so long as Seller and its direct subsidiaries Affiliates are controlled by Leucadia National Corporation, Seller and its Affiliates shall not, throughout the period from and including the Closing Date and continuing for four (4) years thereafter, unless earlier terminated or extended as provided herein (the "Restricted Period"), directly or indirectly (including, without limitation, through any subcontracting or similar arrangement with any other Person), whether independently or in association with another entity: (i) engage in the Businesses, (ii) own any equity or other ownership interest in any Person who is engaged in the Businesses, or (iii) otherwise participate in, manage, control any Person who is engaged in the Businesses, in each case anywhere in the United States. (b) Notwithstanding any provision of this Section 6.4, nothing contained herein shall prohibit Seller and its Affiliates from investing in (i) the securities of private equity, venture capital and hedge funds (provided that Seller and its Affiliates do not operate a Competing Business and control the investment decisions of such funds) or (vii) that this Section 5.12 shall not apply tostocks, prohibit bonds or other securities of any business organization (but without otherwise participating in anyway inhibit the Seller or its Subsidiaries from owning or operating its facility in North Bend, Ohio; provided, further that nothing in Section 5.12 shall prohibit the Seller or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer such business) which engages in the Ordinary Course Businesses, provided that either (A) such business organization's principal line of Businessbusiness is not one or more of the Businesses or (B) such investment in any class of such securities does not exceed twenty (20%) of the issued and outstanding shares of such class, or twenty (20%) of the aggregate outstanding principal amount of such class. (c) The parties acknowledge and agree that the time, scope, and other provisions of this covenant have been specifically negotiated by sophisticated, commercial parties and specifically hereby agree that such time, scope and other provisions are reasonable under the circumstances. The parties further agree that if, at any time, despite the express agreement of the parties hereto, a court of competent jurisdiction holds that any portion of this Covenant is unenforceable because any of the restrictions herein are unreasonable, or for any other reason, the maximum restrictions of time and scope, as determined by such court, will be substituted for any such restrictions held unenforceable.

Covenant Not to Compete. (i) Seller hereby agrees that, except as provided below, for a period commencing on the Closing Date and terminating on the fifth anniversary of the Closing Date, it will not, except in the case of a Permitted Investment, directly or indirectly engage in (or become a partner, co-venturer, co-marketer, or shareholder in or otherwise participate in the management or operation of any venture or enterprise of any kind that engages in) the business of manufacturing, selling, and/or distributing (A) wheat flour, corn flour, and corn flour for production of corn tortillas and arepas, wheat flour tortillas, whole grain rice, rice flour, corn cooking oil, oat cereals, or spices, for use by retail consumers sold through retail grocery stores; and (B) wheat flour or prepared bakery mixes to food processors and commercial and retail bakeries (the "Restricted Business"), in each case in the countries of Argentina, Bolivia, Brazil, Chile, Colombia, Ecuador, French Guiana, Guyana, Paraguay, Peru, Suriname, Uruguay, or Venezuela (the "Non-Competition Area"); provided that Seller may own in the aggregate, directly or indirectly, up to 10% of any outstanding class of equity securities of any entity engaged in the Restricted Business in the Non-Competition Area, the equity securities of which are publicly traded on a domestic or foreign stock exchange or in a domestic or foreign over-the-counter market, provided, however, that said equity interest shall not include a right of Seller, directly or indirectly, to appoint a member of the board of directors of the entity engaged in the Restricted Business or permit the Seller to control said entity engaged in the Restricted Business in a manner disproportionate to its 10% or less interest in the equity securities of such entity. None of the marketing, distribution, or sale by Seller, directly or indirectly, of products of any nature manufactured by others shall be deemed to constitute part of the Restricted Business for any purpose hereof if such marketing, distribution or sale is pursuant to the conduct by Seller, directly or indirectly, of its distribution businesses at the request of customers of such businesses for which the primary distribution business of Seller, directly or indirectly, occurs outside of the Non-Competition Area. Seller acknowledges that the restrictions and covenants contained in this Section 5(f) are a material inducement to and consideration for Buyer in entering into this Agreement and consummating the transactions contemplated hereby. (ii) For purposes of this Section 5(f), a Permitted Investment includes either of the following: (A) an acquisition after the Closing of an entity or all or any portion of its equity interests or of its businesses (the entity or businesses so acquired called the "Acquired Business") if that portion of the Acquired Business that is engaged in the Restricted Business in the Non-Competition Area (the "Competing Business") generated less than $15 million in revenues or accounted for less than 15% of the total revenues of the Acquired Business during the most recently completed fiscal year of the Acquired Business preceding the date of the acquisition; or (B) an acquisition after the Closing of an Acquired Business or all or any portion of its equity interests if (1) that portion of the Acquired Business constituting the Competing Business generated $15 million or more, but no more than $25 million, in revenues and accounted for 15% or more, but less than 25%, of the total revenues of the Acquired Business during the most recently completed fiscal year of the Acquired Business preceding the date of the acquisition; (2) Seller gives written notice to Buyer of the acquisition and the identity of the Acquired Business (which shall contain a description of the businesses conducted by the Acquired Business, including the Competing Business) as promptly as practicable after the acquisition; and (3-year period immediately following ) Seller endeavors in good faith to dispose of, or cause the ClosingAcquired Business to dispose of, Seller shall not and shall cause its Subsidiaries, not to, the Competing Business on commercially reasonable terms within those countries set forth 18 months after the acquisition. (iii) Notwithstanding anything stated in Section 5.12 5(f)(i), if (A) any Person shall acquire, directly or indirectly, a majority of the Company Disclosure Schedulecommon stock or voting power of the capital stock of Seller, engageor (B) any Person shall be combined, pursuant to merger, consolidation or otherwise, with Seller, directly or indirectly, in or directly or indirectly acquire, any ownership interest a business combination in any firm, corporation, partnership, proprietorship, limited liability company or other business entity that engages which the holders of the equity interests in the manufacturing Person immediately prior to the business combination and the holders of nitrogen (a “Competing Business”); provided, however, (i) that the restrictions contained equity interests in this Section 5.12 shall not restrict the ownership by Seller, its SubsidiariesSeller immediately prior to the business combination each hold, directly or indirectly, of less than 2at least 20% of the outstanding common stock or the voting power of the capital stock (or equivalent ownership interests) of Seller or the combined entity immediately after the business combination (each transaction referred to in either clause (A) or clause (B) hereinafter referred to as an "acquisition/combination transaction"), the reference to the "fifth anniversary date" in Section 5(f)(i) shall be deemed for all purposes thereof to be "the third anniversary date," such that Section 5(f)(i) shall be of no effect after the third anniversary date of the Closing Date. In addition, if Seller is combined with any publicly traded company engaged other Person, directly or indirectly, in a Competing Businessan acquisition/combination transaction, nothing stated in Section 5(f)(i) shall limit the Seller's right, after the acquisition/combination transaction, to conduct any business of the nature conducted by the combining Person immediately prior to acquisition/combination transaction. (iiiv) it shall not be a violation of Notwithstanding anything stated in this Section 5.12 5(f), Robin Hood may continue its business of selling mixes and otxxx xxxxxxer products to operate a Competing Business that has been acquired by such PersonCadenalco S.A. and Comercializadora Sampo Ltda. in Colombia, provided that such Competing Business accounted for less than 10% of the net revenues of the total business acquired shall not be expanded in volume from its existing sales and such Competing Business is sold within 12 months of such acquisition, (iii) nothing herein contained shall be construed to prevent Seller discontinued on or its Affiliates from acquiring or merging with any business, Person or entity fifty percent (50%) or more of whose consolidated revenues for the most recently completed fiscal year prior to such acquisition were derived from businesses other than a Competing Business andDecember 31, in such case, continuing to operate such Competing Business, (iv) nothing herein contained shall be construed to prevent Seller or its Affiliates from being acquired (through a merger or otherwise) by any business, Person or entity (a “Potential Acquirer”) who operates a Competing Business and who after such acquisition continues to operate a Competing Business so long as Seller and its direct subsidiaries do not operate a Competing Business and (v) that this Section 5.12 shall not apply to, prohibit or in anyway inhibit the Seller or its Subsidiaries from owning or operating its facility in North Bend, Ohio; provided, further that nothing in Section 5.12 shall prohibit the Seller or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer in the Ordinary Course of Business1999.

Covenant Not to Compete. (a) Seller agrees that, during the 3-three year period immediately following the Closing, Seller shall not not, and shall cause its Subsidiaries, Affiliates not to, within those countries set forth in Section 5.12 of the Company Disclosure Schedule, engage, directly or indirectly, in manage, operate, control, engage or directly or indirectly acquire, acquire any ownership interest in any firm, corporation, partnership, proprietorship, limited liability company proprietorship or other business entity that engages in a business in competition with Buyer and the manufacturing Buyer Controlled Affiliates with respect to the Business, as the Business has been conducted during the 12 month period preceding the date of nitrogen this Agreement, within the Restricted Territory (as defined below) as it relates to plastic closures, within Europe as it relates to aluminum beverage closures (including non-refillable pilfer proof closures), within Italy as it relates to PET preforms business and metal crowns business, within the United States of America as it relates to PET bottle business and within Russia and Poland as it relates to plastic bottles and mascara business, (each a “Seller Competing Business”); provided, however, (i) that the restrictions contained in this Section 5.12 shall not restrict the ownership by Seller, its Subsidiaries, directly or indirectly, of less than 2% of the outstanding capital stock of any publicly traded company engaged in a Competing Business, (ii) it shall not be a violation of this Section 5.12 5.14(a) for Seller or any of its Affiliates (i) to operate own, directly or indirectly, solely as an investment, securities of any Person that are traded on a national securities exchange or the Nasdaq Stock Market (or a securities exchange outside the U.S.) if Seller or any of its Affiliates (x) is not a controlling Person or a member of a group that controls such Person and (y) does not, directly or indirectly, own more than 5% of the voting securities of such Person (other than Constar International Inc., for which such limitation shall be 20%), (ii) to directly or indirectly acquire any Person that includes a Seller Competing Business that has been acquired by that, at the time of such acquisition, constituted less than 30% of the assets or revenue of such Person, provided that the Seller disposes of such Seller Competing Business accounted for less than 10% of within nine months after the net revenues of the total business acquired and such Competing Business is sold within 12 months closing date of such acquisition, acquisition (iiiregardless of whether such nine month period extends beyond the three year term of this covenant) nothing herein contained shall be construed to prevent (the “Seller or its Affiliates from acquiring or merging with any business, Person or entity fifty percent (50%) or more of whose consolidated revenues for the most recently completed fiscal year prior to such acquisition were derived from businesses other than a Competing Business and, in such case, continuing to operate such Competing Business, (iv) nothing herein contained shall be construed to prevent Seller or its Affiliates from being acquired (through a merger or otherwise) by any business, Person or entity (a “Potential Acquirer”) who operates a Competing Business and who after such acquisition continues to operate a Competing Business so long as Seller and its direct subsidiaries do not operate a Competing Business and (v) that this Section 5.12 shall not apply to, prohibit or in anyway inhibit the Seller or its Subsidiaries from owning or operating its facility in North Bend, Ohio; provided, further that nothing in Section 5.12 shall prohibit the Seller or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer in the Ordinary Course of Business).

Covenant Not to Compete. Seller agrees thatIf you terminate employment with Surety or if your employment is terminated by Surety and then you compete with Surety, during Surety may suffer irreparable harm and damage. Accordingly, you hereby agree that to protect the 3-year legitimate business interests of Surety, while you are employed by Surety, and for a period immediately of 12 months following the Closingdate of your termination of employment with Surety, Seller shall not and shall cause its Subsidiaries, not to, within those countries set forth in Section 5.12 of the Company Disclosure Schedule, engageyou will not, directly or indirectly, in or without the prior written approval of the Surety’s Board, be directly or indirectly acquireemployed as an owner, any ownership interest partner, employee, consultant or in any firmother capacity by, corporationand you will not become a stockholder in, partnership, proprietorship, limited liability company or other the surety business entity that engages in the manufacturing of nitrogen United States and Canada (a “Competing BusinessCompetitor”); provided, however, that such prohibited activity shall not include (i) that the restrictions contained in this Section 5.12 shall not restrict the ownership by Seller, its Subsidiaries, directly or indirectly, of less than 25% of the outstanding capital stock securities of any publicly traded company engaged in a Competing Business, corporation (determined by vote or value) regardless of the business of such corporation or (ii) the provision of services to a business the gross written premiums of which arising from the surety business during the immediately preceding calendar year was less than 20% of such business’ total gross written premiums; and provided further that such prohibited activity shall be expanded to include a surety business outside the United States and Canada should, during the term of this Agreement, Surety do “substantial” business outside the United States and Canada. Upon your written request, the Board will determine in its sole discretion whether a business or other entity constitutes a “Competitor” or whether Surety is doing “substantial” business outside the United States and Canada; provided that the Board may require you to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned on the accuracy of such information, and on such other factors as the Board may determine. If any restriction set forth in this Section 8(c) is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or over too broad a geographic area, it shall not be a violation interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. Notwithstanding anything contained in this Agreement to the contrary, the restriction set forth in this Section 5.12 to operate a Competing Business that has been acquired by such Person, provided that such Competing Business accounted for less than 10% 8(c) shall terminate on the later of (i) the expiration of the net revenues Protection Period or (ii) the expiration of the total business acquired and such Competing Business is sold within 12 months month period following the date of such acquisition, (iii) nothing herein contained shall be construed to prevent Seller or its Affiliates from acquiring or merging your termination of employment with any business, Person or entity fifty percent (50%) or more of whose consolidated revenues for Surety during the most recently completed fiscal year prior to such acquisition were derived from businesses other than a Competing Business and, in such case, continuing to operate such Competing Business, (iv) nothing herein contained shall be construed to prevent Seller or its Affiliates from being acquired (through a merger or otherwise) by any business, Person or entity (a “Potential Acquirer”) who operates a Competing Business and who after such acquisition continues to operate a Competing Business so long as Seller and its direct subsidiaries do not operate a Competing Business and (v) that this Section 5.12 shall not apply to, prohibit or in anyway inhibit the Seller or its Subsidiaries from owning or operating its facility in North Bend, Ohio; provided, further that nothing in Section 5.12 shall prohibit the Seller or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer in the Ordinary Course of BusinessProtection Period.

Covenant Not to Compete. Seller The Employee covenants and agrees thatthat in the event the Company terminates his employment for Cause under Section 5(b)(ii) or the Employee voluntarily terminates his employment under Section 5(c)(i) hereof, during for a period commencing at the 3-year Date of Termination and continuing for a period immediately following of twelve months thereafter, the ClosingEmployee will not (a) disclose any trade secrets owned by the Company and learned by the Employee as a result of such employment, Seller shall not and shall cause its Subsidiaries, not to, within those countries set forth in Section 5.12 (b) solicit any customers who were customers of the Company Disclosure Schedulewithin the 12 months immediately preceding the Date of Termination for the benefit of any company or business described in (c) below, engageor (c) own any part of a Competitor (other than a public company as to which Employee owns five percent or less of the outstanding common stock) or work on a full-time, directly part-time or indirectly, in or directly or indirectly acquire, consulting basis for any ownership interest in any firm, corporation, partnership, sole proprietorship, limited liability company or any other business legal entity that engages in which is a Competitor (irrespective of the manufacturing actual location of nitrogen (a “Competing Business”); providedthe competitor) within the continental United States. For purposes of this Agreement, however, (i) that the restrictions contained Employee's obligations of nonuse and nondisclosure set forth in this Section 5.12 8 shall not restrict the ownership by Seller, its Subsidiaries, directly apply to any information which: (a) is or indirectly, of less than 2% becomes part of the outstanding capital stock public domain otherwise than as a consequence of a breach by the Employee of his obligations under this Agreement; (b) was already known to the Employee prior to receipt from the Company; (c) is lawfully disclosed by the Company to any publicly traded company engaged in third party without restriction; or (d) is disclosed by a Competing Business, (ii) it third party to the Employee without restriction. This covenant not to compete shall not be a violation apply to the Employee either if his employment is terminated by the Company under Section 5(b)(i) hereof or if he terminates his employment "for Good Reason" under Section 5(c)(ii) For purposes of this Section 5.12 8, "Competitor" shall be defined as a business enterprise which competes with the Company in offering the same products or services, which, in the Company's fiscal year ended prior to operate a Competing Business that has been acquired by such Person, provided that such Competing Business accounted for less than the Date of Termination generated 10% of the net revenues of the total business acquired and such Competing Business is sold within 12 months of such acquisition, (iii) nothing herein contained shall be construed to prevent Seller or its Affiliates from acquiring or merging with any business, Person or entity fifty percent (50%) or more of whose consolidated the Company's total revenues for the most recently completed fiscal year prior to such acquisition were derived from businesses other than a Competing Business and, in such case, continuing to operate such Competing Business, (iv) nothing herein contained shall be construed to prevent Seller or its Affiliates from being acquired (through a merger or otherwise) by any business, Person or entity (a “Potential Acquirer”) who operates a Competing Business and who after such acquisition continues to operate a Competing Business so long as Seller and its direct subsidiaries do not operate a Competing Business and (v) that this Section 5.12 shall not apply to, prohibit or in anyway inhibit the Seller or its Subsidiaries from owning or operating its facility in North Bend, Ohio; provided, further that nothing in Section 5.12 shall prohibit the Seller or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer reflected in the Ordinary Course of BusinessCompany's most recent annual audited financial statements.

Covenant Not to Compete. (a) Buyer acknowledges that Seller and its subsidiaries (other than ROP and the ROP Subsidiaries) currently manufacture, distribute and sell certain products which are identical in specifications to products manufactured, distributed or sold by the Office Products Business. Seller, its subsidiaries and the Affiliates agree that Seller and its subsidiaries shall not, without the written approval of Buyer (X) market, advertise, distribute, promote or sell (collectively, "Non-Compete Activities") such identical products to the customers that the comparable products of the Office Products Business are sold to as of the Closing Date or (y) engage in Non-Compete Activities with respect to such identical products to any customer not served by Seller on the Closing Date, in either case during the period beginning on the Closing Date and ending on the second anniversary of the Closing Date. Buyer agrees thatthat Buyer and its affiliates shall not, without the written approval of Seller, engage in any Non-Compete Activities with respect to such identical products to the customers that the comparable products of Seller and its subsidiaries (other than the Company and the Affiliates) are sold to as of the Closing Date, during the 3period beginning on the Closing Date and ending on the second anniversary of the Closing Date. Seller agrees to deliver to Buyer prior to the Closing Date a list which shall set forth such customers of the Office Products Business and of Seller and its subsidiaries other than the Company and the Affiliates. Seller further agrees that it will not engage in Non-year period immediately following the Closing, Seller shall not and shall cause its Subsidiaries, not Compete Activities with respect to, within those countries set forth in Section 5.12 of the Company Disclosure Schedule, engage, directly or indirectly, in and will not design or directly or indirectly acquireproduce or manufacture any products identical or similar to those currently manufactured, distributed or sold by the Office Products Business that are not currently manufactured, distributed or sold by Seller or its subsidiaries (other than ROP, the ROP Subsidiaries, the Affiliates and their subsidiaries) during the period beginning on the Closing Date and ending on the fourth anniversary of the Closing Date. (b) If any ownership interest in any firm, corporation, partnership, proprietorship, limited liability company or other business entity that engages in the manufacturing of nitrogen (a “Competing Business”); provided, however, (i) that the restrictions provision contained in this Section 5.12 4.12 shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not restrict affect any other provisions of this Section, but this Section shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. It is the ownership by Seller, its Subsidiaries, directly or indirectly, of less than 2% intention of the outstanding capital stock parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be of a length of time which is not permitted by applicable law, or in any publicly traded company engaged in a Competing Businessway construed to be too broad or to any extent invalid, (ii) it such provision shall not be construed to be null, void and of no effect, but the extent such provision would be valid or enforceable under applicable law, a violation court of competent jurisdiction shall construe and interpret or reform this Section to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such applicable law. Each party acknowledges that the other would be irreparably harmed by any breach of this Section 5.12 and that there would be no adequate remedy at law or in damages to operate a Competing Business compensate Buyer for any such breach. Each party agrees that has been acquired by such Person, provided that such Competing Business accounted for less than 10% of the net revenues of the total business acquired and such Competing Business is sold within 12 months of such acquisition, (iii) nothing herein contained other shall be construed to prevent Seller or its Affiliates from acquiring or merging with any business, Person or entity fifty percent (50%) or more of whose consolidated revenues for the most recently completed fiscal year prior to such acquisition were derived from businesses other than a Competing Business andentitled, in such caseaddition to any other rights and remedies it may have at law or in equity, to apply for an injunction enjoining and restraining Seller from doing or continuing to operate do any such Competing Business, (iv) nothing herein contained shall be construed to prevent Seller act and any other violations or its Affiliates from being acquired (through a merger or otherwise) by any business, Person or entity (a “Potential Acquirer”) who operates a Competing Business and who after such acquisition continues to operate a Competing Business so long as Seller and its direct subsidiaries do not operate a Competing Business and (v) that threatened violations of this Section 5.12 shall not apply to, prohibit or in anyway inhibit the Seller or its Subsidiaries from owning or operating its facility in North Bend, Ohio; provided, further that nothing in Section 5.12 shall prohibit the Seller or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer in the Ordinary Course of Business4.12.

Covenant Not to Compete. Seller agrees thatEach of Xxxxx and Xxxxxxxx, during severally and not jointly, agree that for a period of three years from the 3Closing Date (the "Non-year period immediately following the ClosingCompete Period"), Seller he shall not and shall cause its Subsidiaries, not to, within those countries set forth in Section 5.12 of the Company Disclosure Schedule, engagenot, directly or indirectly, in as principal, agent, employee, employer, consultant, stockholder, partner or directly or indirectly acquire, any ownership interest in any firmother individual or representative capacity, corporation, partnership, proprietorship, limited liability company engage in any business directly competitive with the business currently conducted by Limbex in any county or other metropolitan area in which Limbex currently conducts business entity that engages in (the manufacturing of nitrogen (a “Competing "Competitive Business”"); provided, howeverfurther, that if the employment of Xxxxx or Xxxxxxxx is terminated by Quarterdeck without Cause or Xxxxxxxx or Xxxxx terminate their employment with Quarterdeck with Good Reason (ias defined in Section 4.9 of this Agreement) that during the restrictions Non-Compete Period, Xxxxx or Xxxxxxxx, as the case may be, shall not be obligated to refrain from engaging in the Competitive Business for more than one year from the date of such termination. Notwithstanding anything to the contrary contained in herein, Xxxxx and Xxxxxxxx may, without violating the provisions of this Section 5.12 shall not restrict the ownership by Seller8.11, its Subsidiaries, directly or indirectly, of less than 2purchase and hold up to 5% of the outstanding capital stock of any entity whose shares are publicly traded company on NASDAQ or any U.S. stock exchange, whether or not such entity is engaged in a Competing Competitive Business, (ii) it shall not be a violation . Any provision of this Section 5.12 8.11 which is deemed invalid or unenforceable in any jurisdiction shall, as to operate a Competing Business that has been acquired by jurisdiction and subject to this paragraph be ineffective to the extent of such Personinvalidity or unenforceability, provided without affecting in any way the remaining provisions of this paragraph in such jurisdiction or rendering that or any other provisions of this Agreement invalid or unenforceable in any other jurisdiction. If any covenant should be deemed invalid or unenforceable because of its scope, geographical area or duration, or any combination thereof, such Competing Business accounted for less than 10% covenant shall be modified and reformed so that the scope, geographic area and duration of the net revenues covenant is reduced only to the minimum extent necessary to render the modified covenant valid and enforceable. For purposes of this Section 8.11 only, each of the total Xxxxx and Xxxxxxxx agrees that the counties and metropolitan areas in which Limbex currently conducts business acquired and such Competing Business are those areas in which any product of Limbex may be purchased or is sold within 12 months of such acquisition, (iii) nothing herein contained shall be construed to prevent Seller accessible through electronic or its Affiliates from acquiring or merging with any business, Person or entity fifty percent (50%) or more of whose consolidated revenues for the most recently completed fiscal year prior to such acquisition were derived from businesses other than a Competing Business and, in such case, continuing to operate such Competing Business, (iv) nothing herein contained shall be construed to prevent Seller or its Affiliates from being acquired (through a merger or otherwise) by any business, Person or entity (a “Potential Acquirer”) who operates a Competing Business and who after such acquisition continues to operate a Competing Business so long as Seller and its direct subsidiaries do not operate a Competing Business and (v) that this Section 5.12 shall not apply to, prohibit or in anyway inhibit the Seller or its Subsidiaries from owning or operating its facility in North Bend, Ohio; provided, further that nothing in Section 5.12 shall prohibit the Seller or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer in the Ordinary Course of Businessmeans.

Covenant Not to Compete. (a) The Seller agrees thathas had access to and become familiar with various trade secrets consisting of, during but not limited to, financial statements, processes, computer programs, compilations of information, records, sales procedures, customer requirements, customer lists and other confidential information (collectively referred to as the 3-year period immediately following "Trade Secrets"), which have been used in the Closingoperation of the business of the Sky Division. After the Closing Date, the Seller shall not and shall cause its Subsidiaries, not to, within those countries set forth use in Section 5.12 any way or disclose any of the Company Disclosure ScheduleTrade Secrets, engagedirectly or indirectly. (b) Until two years following the Closing Date (the "Non-competition Period"), the Seller and its Affiliates shall not, directly or indirectly, in any capacity, within the United States and Canada, invest or directly or indirectly acquire, any ownership interest engage in any firmbusiness that is in competition with that of the Sky Division as of the date hereof and the Closing Date. Notwithstanding the foregoing, corporation, partnership, proprietorship, limited liability company or other business entity that engages in the manufacturing of nitrogen (a “Competing Business”); provided, however, (i) that the restrictions contained in this Section 5.12 shall not restrict the ownership by Seller, its Subsidiaries, directly or indirectly, no owner of less than 25% of the outstanding capital stock of any publicly traded company engaged corporation shall be deemed to engage solely by reason of such ownership in any such business. In addition, in the event that the Seller or any of its Affiliates acquires a Competing Businessbusiness that is in competition with that of the Sky Division, then the Seller will not be in breach of this Section 7.6(b) if the Seller or such Affiliate offers to sell to the Buyer or its Affiliates such competing business and negotiates in good faith with the Buyer with respect thereto for a period of at least ninety (90) days (it being agreed that such acquisition may involve assets or businesses which are not in competition with the Sky Division, in which case such assets or businesses shall be exempt in all respects from this Section 7.6). If such transaction with respect to such competing business is not consummated between the Seller and the Buyer or their Affiliates, the Seller or its Affiliate shall use commercially reasonable efforts to dispose of such competing business within one year from the acquisition thereof. The Buyer also acknowledges that Corporacion Durango, through one or more of its Subsidiaries, (iii) it operates paper millx xxx other businesses in the United States and that its engaging in any such activities shall not be constitute a violation of this Section 5.12 7.6 and (ii) currently ships products to operate a Competing Business customers in the United States and that has been acquired by such Person, provided that such Competing Business accounted for less than 10% of the net revenues of the total business acquired and such Competing Business is sold within 12 months of such acquisition, (iii) nothing herein contained shall be construed to prevent Seller or its Affiliates from acquiring or merging with any business, Person or entity fifty percent (50%) or more of whose consolidated revenues for the most recently completed fiscal year prior to such acquisition were derived from businesses other than a Competing Business and, in such case, continuing to operate such Competing Businessship products to those established customers shall not constitute a violation of this Section 7.6. (c) During the Non-competition Period, (iv) nothing herein contained shall be construed to prevent Seller or its Affiliates from being acquired (through a merger or otherwise) by any business, Person or entity (a “Potential Acquirer”) who operates a Competing Business and who after such acquisition continues to operate a Competing Business so long as the Seller and its direct subsidiaries do not operate a Competing Business Affiliates shall not, on their own behalf or on behalf of any other Person, hire or solicit or in any manner attempt to influence or induce any Active Employee to leave the employment of the Buyer, nor use or disclose to any Person any information concerning the names and addresses of such employee for such purpose. (vd) The Seller agrees that the agreements set forth in this Section 5.12 each constitute separate agreements independently supported by good and adequate consideration and shall be severable from the other provisions of, and shall survive, this Agreement. The existence of any claim or cause of action of the Seller against the Buyer, whether predicated on this Agreement or otherwise, shall not apply to, prohibit or in anyway inhibit constitute a defense to the enforcement by the Buyer of the covenants and agreements of the Seller or its Subsidiaries from owning or operating its facility contained in North Bendthis Section. (e) The Seller acknowledges and recognizes that the enforcement of the provisions of this Section is necessary to ensure the preservation and continuity of the business and good will of the Sky Division. The Seller further agrees that due to the nature of such business, Ohio; provided, further that nothing the noncompetition restrictions set forth in this Section 5.12 shall prohibit the Seller or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer in the Ordinary Course of Businessare reasonable as to time and geographic area.

Covenant Not to Compete. Seller Each of Seller, Holdings and Uniroyal hereby agrees thatthat for a period of five (5) years after the Closing Date, during the 3-year period immediately following the Closing, Seller shall it will not and shall cause its Subsidiaries, not to, within those countries set forth in Section 5.12 of the Company Disclosure Schedule, engage, directly or indirectly, as a partner, joint venturer, employer, consultant, shareholder, principal, manager, agent or otherwise, own, manage, operate, join, control or participate in the ownership, management, operation or directly or indirectly acquirecontrol of any business, any ownership interest whether in any firm, corporation, partnership, proprietorshipcorporate, limited liability company or partnership form or otherwise, which in any way engages in North America in (i) The business of extruding plastic sheets, or casting acrylic sheets, blocks, rods or tubes, or stretching, finishing, coating or laminating any plastic sheet or acrylic products, or any other business entity that engages in carried on by Seller at the manufacturing date hereof or at the Closing Date; or (ii) The business of nitrogen (a “Competing Business”)extruding plastic sheets or profile products, or injection molding plastic products, or compounding plastic resins, color concentrates or other additives, or any other business carried on by Buyer at the date hereof; provided, however, (i) that the restrictions contained in this Section 5.12 shall not restrict the ownership by Seller, its Subsidiaries, directly or indirectly, of less than 2% of the outstanding capital stock of any publicly traded company engaged in a Competing Business, (ii) it shall not be a violation of this Section 5.12 to operate a Competing Business that has been acquired by such Person, provided that such Competing Business accounted for less than 10% of the net revenues of the total business acquired and such Competing Business is sold within 12 months of such acquisition, (iii) nothing herein contained shall be construed to prevent Seller or its Affiliates Seller, Holdings and Uniroyal from acquiring or merging with holding collectively not more than 5% of the shares in any businesscompany whose shares are quoted on any stock exchange, Person or entity fifty percent (50%) even though that company carries on activities which would violate one or more of whose consolidated revenues the foregoing provisions if carried on by Seller, Holdings or Uniroyal. Seller, holdings and Uniroyal acknowledge and agree that in view of the nature of the Business and the Purchased Assets and the business objectives of Buyer in acquiring them and the consideration paid to Seller therefor, the scope of business, territorial and time limitations contained in this Section 7.4 are reasonable and properly required for the most recently completed fiscal year prior adequate protection of Buyer. The Parties intend for the covenants of this Section 7.4 to be enforceable to the maximum extent permitted by law but to be severable, and if any reviewing court deems any of such acquisition were derived from businesses covenants to be unenforceable or invalid, such determination shall not affect the enforceability of any other than a Competing Business andcovenants herein; further, in the event of any such casedetermination the Parties authorize such court to reform the unenforceable or invalid provisions and to impose such restrictions as reformed, continuing to operate such Competing Business, (iv) nothing herein contained shall be construed to prevent Seller or its Affiliates from being acquired (through a merger or otherwise) by any business, Person or entity (a “Potential Acquirer”) who operates a Competing Business and who after such acquisition continues to operate a Competing Business so long as Seller and its direct subsidiaries do not operate a Competing Business and (v) that this Section 5.12 shall not apply to, prohibit or in anyway inhibit the Seller or its Subsidiaries from owning or operating its facility in North Bend, Ohio; provided, further that nothing in Section 5.12 shall prohibit the Seller or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer in the Ordinary Course of Businessit deems reasonable.

Covenant Not to Compete. Seller 10.4.1. As an inducement to SAVVIS to enter into this Agreement, which Customer acknowledges is of benefit to it, and in consideration of the promises and representations of SAVVIS under this Agreement, Customer covenants and agrees that, that during the 3-year term of this Agreement and for a period immediately following the Closingof five years thereafter, Seller shall not and shall cause neither Customer nor any of its Subsidiaries, not to, within those countries set forth in Section 5.12 of the Company Disclosure Schedule, engagesuccessors or assigns will, directly or indirectly, in engage in, or directly or indirectly acquire, have any ownership interest in any other person, firm, corporation, partnership, proprietorship, limited liability company corporation or other entity engaged in, any business entity that engages activities anywhere in the manufacturing of nitrogen (a “Competing Business”)world competitive with or similar or related to the packet-data transport network services provided by SAVVIS under this Agreement; provided, however, that (i) Customer shall be free to continue to use the Call Assets and the satellite networks currently used by Customer, until such Call Assets or satellite networks have been acquired by SAVVIS, SAVVIS Parent or Affiliates of SAVVIS Parent, and (ii) Customer shall be free to make passive investments in securities of companies that provide network services in competition with SAVVIS which, in the case of any such security, does not constitute more than ten percent (10%) of the total outstanding amount of such security. 10.4.2. If any court or tribunal of competent jurisdiction shall refuse to enforce one or more of the covenants in this Section 10.4 because the time limit applicable thereto is deemed unreasonable, it is expressly understood and agreed that such covenant or covenants shall not be void but that for the purpose of such proceedings such time limitation shall be deemed to be reduced to the extent necessary to permit the enforcement of such covenant or covenants. 10.4.3. If any court or tribunal of competent jurisdiction shall refuse to enforce any or all of the covenants in this Section 10.4 because, taken together, they are more extensive (whether as to geographic area, scope of business or otherwise) than is deemed to be reasonable, it is expressly understood and agreed between the parties hereto that such covenant or covenants shall not be void but that for the purpose of such proceedings the restrictions contained in this Section 5.12 shall not restrict the ownership by Sellertherein (whether as to geographic area, its Subsidiaries, directly or indirectly, scope of less than 2% of the outstanding capital stock of any publicly traded company engaged in a Competing Business, (ii) it shall not be a violation of this Section 5.12 to operate a Competing Business that has been acquired by such Person, provided that such Competing Business accounted for less than 10% of the net revenues of the total business acquired and such Competing Business is sold within 12 months of such acquisition, (iii) nothing herein contained shall be construed to prevent Seller or its Affiliates from acquiring or merging with any business, Person or entity fifty percent (50%) or more of whose consolidated revenues for the most recently completed fiscal year prior to such acquisition were derived from businesses other than a Competing Business and, in such case, continuing to operate such Competing Business, (iv) nothing herein contained shall be construed to prevent Seller or its Affiliates from being acquired (through a merger or otherwise) by any business, Person shall be deemed to be reduced to the extent necessary to permit the enforcement of such covenant or entity (a “Potential Acquirer”) who operates a Competing Business covenants. 10.4.4. Customer specifically acknowledges and who after such acquisition continues agrees that the foregoing covenants are commercially reasonable and reasonably necessary to operate a Competing Business so long as Seller protect the interests of SAVVIS hereunder. Customer hereby acknowledges that SAVVIS and its direct subsidiaries do not operate a Competing Business successors and (v) assigns will suffer irreparable and continuing harm to the extent that this Section 5.12 shall not apply to, prohibit or in anyway inhibit any of the Seller or its Subsidiaries from owning or operating its facility in North Bend, Ohio; provided, further foregoing covenants is breached and that nothing in Section 5.12 shall prohibit the Seller or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer legal remedies would be inadequate in the Ordinary Course event of Businessany such breach.

Covenant Not to Compete. In order that the Purchaser may have and enjoy the full benefit of the Packaged Gas Business and the Purchased Assets and as an inducement to the Purchaser to enter into this Agreement (without which inducement the Purchaser would not have entered into this Agreement), the Seller hereby agrees that, during except as otherwise provided or contemplated in any of the 3-year period immediately following Transaction Documents, the Closing, Seller shall not not, and the Seller shall cause its Subsidiaries, Affiliates not to, within those countries set forth in Section 5.12 of the Company Disclosure Schedule, engage, directly or indirectly, engage or otherwise participate in or the Packaged Gas Business in the United States for a period of five (5) years from the Closing Date (such five-year period, the "Non-Competition Period"). Notwithstanding the foregoing, the Seller and its Affiliates shall have the right at any time to (i) engage in any of the Excluded Businesses, (ii) engage in the Packaged Gas Business outside of the United States, (iii) acquire, directly or indirectly acquireindirectly, securities listed on any ownership interest in any firm, corporation, partnership, proprietorship, limited liability company national securities exchange or other business entity that engages traded actively in the manufacturing national over-the-counter market of nitrogen any Person that provides the Competing Business in the United States, provided the Seller, together with its Affiliates and any member of a group in which the Seller or its Affiliates are a party, do not own more than ten (a “Competing Business”)10%) percent of the outstanding voting power of such Person (other than with respect to the Persons set forth on Schedule 7.7(a) for which there shall be no limitation on the ownership of outstanding voting power; provided, however, (i) that from and after such time as any such Person becomes an Affiliate of Seller, Seller Parent or any of their Affiliates, it or they shall be subject to the restrictions contained in terms of this Section 5.12 shall not restrict the ownership 7.7); (iv) subject to Section 7.7(b), acquire (by Selleracquisition, its Subsidiariesmerger, directly consolidation, joint venture or indirectly, of less than 2% of the outstanding capital stock of any publicly traded otherwise) a company engaged in or business whose operations include a Competing Business, (iiv) it shall not be make sales calls or joint sales calls with a violation Third Party Distributor (defined below) in relation to the sale of this Section 5.12 to operate a Competing Business that has been acquired by such Person, provided that such Competing Business accounted for less than 10% products of the net revenues Excluded Businesses; provided, however, that the Seller shall not, and shall cause its Affiliates not to, (A) make any sales calls or any joint sales calls with any Third Party Distributor involving the supply of packaged gases or (B) make any sales calls or any joint sales calls with any Third Party Distributor to any customers of the total business acquired Packaged Gas Business as of the date hereof or as of the Closing Date, except for joint sales calls where a Third Party Distributor currently supplies bulk to any such customer and the making of joint sales calls was the past practice with respect to such Competing Business is sold within 12 months of such acquisitioncustomer prior to the date hereof (past practice to be determined on an account-by-account basis), (iiivi) nothing herein contained shall be construed to prevent Seller or its Affiliates from acquiring or merging with advise any businesscustomer, Person or entity fifty percent (50%) or more of whose consolidated revenues for the most recently completed fiscal year prior to such acquisition were derived from businesses other than a Competing customer of the Packaged Gas Business andas of the date hereof or as of the Closing Date (each a "Non-PGB Customer"), in of the identity of such casePersons' Third Party Distributors, continuing and provide the details thereof, and make recommendations and referrals to operate Non-PGB Customers or potential Non-PGB Customers seeking packaged gas products of any of such Competing BusinessPersons' Third Party Distributors; provided, (iv) nothing herein contained shall be construed to prevent Seller or its Affiliates from being acquired (through a merger or otherwise) by any business, Person or entity (a “Potential Acquirer”) who operates a Competing Business and who after such acquisition continues to operate a Competing Business so long as Seller and its direct subsidiaries do not operate a Competing Business and (v) that this Section 5.12 shall not apply to, prohibit or in anyway inhibit the Seller or its Subsidiaries from owning any such Affiliate shall treat the Purchaser on equal terms with such Persons' Third Party Distributors when providing such recommendations or operating its facility referrals, (vii) publicize generally in North Bendliterature, Ohio; on such Persons' website, or via other media the identity of such Persons' Third Party Distributors, and provide the details thereof, and (viii) offer non-account-specific services to such Persons' Third Party Distributors based on such Persons' global experience in packaged gases, provided, further that nothing in Section 5.12 shall prohibit that, as a condition to providing such services which relate to the Packaged Gas Business to any such Third Party Distributors, the Seller shall, or shall cause its Subsidiaries from buyingAffiliates to, sellingoffer such services which relate to the Packaged Gas Business to the Purchaser on such terms as shall be mutually agreeable to the Seller and the Purchaser for a term of fifteen (15) years, trading or hedging natural gas, nitrogen or fertilizer in unless the Ordinary Course of Business.applicable Enabling Agreement shall have been terminated and the Seller shall no longer be providing the Purchaser with the products covered by such Enabling Agreement. The Purchaser

Covenant Not to Compete. Seller agrees The Executive hereby understands and acknowledges that, by virtue of his position with the Bancorp and the Bank, he has obtained advantageous familiarity and personal contacts with Customers and Prospective Customers, wherever located, and the business, operations, and affairs of the Bancorp and the Bank. Accordingly, during the 3-term of this Agreement and, except as provided in subparagraph (b) of this Section 15, for a period of one (1) year period immediately following the Closingtermination of his employment with the Bancorp and the Bank (including but not limited to by reason of retirement) (“Restriction Period”), Seller shall not and shall cause its Subsidiaries, not to, within those countries set forth in Section 5.12 other than a termination of the Company Disclosure ScheduleExecutive’s employment with the Bancorp and the Bank following a Change in Control, engagethe Executive shall not, directly or indirectly, in except as agreed to by duly adopted resolution of the Bank Board: (a) as owner, officer, director, stockholder, investor, proprietor, organizer, employee, agent, representative, consultant, independent contractor, or directly or indirectly acquireotherwise, any ownership interest in any firm, corporation, partnership, proprietorship, limited liability company or other business entity that engages engage in the manufacturing same trade or business as the Bancorp and the Bank, in the same or similar capacity as the Executive worked for the Bancorp and the Bank, or in such capacity as would cause the actual or threatened use of nitrogen (a “Competing Business”)the Bancorp’s or the Bank’s trade secrets and/or Confidential Information; provided, however, that this subsection (ia) shall not restrict the Executive from acquiring, as a passive investment, less than five percent (5%) of the outstanding securities of any class of an entity that are listed on a national securities exchange or actively traded in the over-the-counter market. The Executive acknowledges and agrees that, given the level of trust and responsibility given to him while in the Bancorp’s and the Bank’s employ, and the level and depth of trade secrets and Confidential Information entrusted to him, any immediately subsequent employment with a competitor would result in the inevitable use or disclosure of the Bancorp’s and the Bank’s trade secrets and Confidential Information and, therefore, the duration of this year restriction is reasonable and necessary to protect against such inevitable disclosure; or (b) offer to provide employment or work of any kind (whether such employment is with the Executive or any other business or enterprise), either on a full-time or part-time or consulting basis, to any person who then currently is an employee of the Employer. The restrictions on the activities of the Executive contained in this Section 5.12 shall not restrict the ownership by Seller, its Subsidiaries, directly or indirectly, of less than 2% of the outstanding capital stock of any publicly traded company engaged in a Competing Business, (ii) it shall not be a violation of this Section 5.12 to operate a Competing Business that has been acquired by such Person, provided that such Competing Business accounted for less than 10% of the net revenues of the total business acquired and such Competing Business is sold within 12 months of such acquisition, (iii) nothing herein contained 15 shall be construed limited to prevent Seller or its Affiliates from acquiring or merging with any businessthe following geographical areas: Bucks County, Person or entity fifty percent (50%) or more of whose consolidated revenues for the most recently completed fiscal year prior to such acquisition were derived from businesses other than a Competing Business andPennsylvania, in such caseas well as Burlington, continuing to operate such Competing BusinessCamden and Gloucester Counties, (iv) nothing herein contained shall be construed to prevent Seller or its Affiliates from being acquired (through a merger or otherwise) by any business, Person or entity (a “Potential Acquirer”) who operates a Competing Business and who after such acquisition continues to operate a Competing Business so long as Seller and its direct subsidiaries do not operate a Competing Business and (v) that this Section 5.12 shall not apply to, prohibit or in anyway inhibit the Seller or its Subsidiaries from owning or operating its facility in North Bend, Ohio; provided, further that nothing in Section 5.12 shall prohibit the Seller or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer in the Ordinary Course of Business.New Jersey. ​

Covenant Not to Compete. Seller Parent agrees thatthat it shall not, during the 3-year period immediately following the Closing, Seller shall not and shall cause its Subsidiaries, Affiliates not to, within those countries set forth in Section 5.12 for a period of three (3) years after the Company Disclosure Schedule, engageClosing Date, directly or indirectlyindirectly engage (whether as an owner, partner, member, manager, equityholder or otherwise) in the Business as conducted on the date hereof or directly or indirectly acquire, any ownership interest on the Closing Date (“Competitive Activities”) in any firmjurisdiction other than the US; provided that the foregoing shall not prohibit: (a) Seller Parent or any of its Subsidiaries or any of the accounts managed by them, corporationincluding without limitation, partnership, proprietorship, limited liability company of any pension or other benefit plan of each, from owning any outstanding capital stock or other equity interests of any Person engaging in any Competitive Activities provided the aggregate beneficial ownership of Seller Parent or such Subsidiaries, as applicable (without reference to pension or other benefit plan assets) does not exceed more than five percent (5%) of all issued and outstanding securities of any such Person; (b) Seller Parent or any of its Subsidiaries from engaging in any or all of the Excluded Businesses, including Seller Parent or any of its Subsidiaries from engaging in the aerospace friction material business entity conducted anywhere in the world (including designing, developing, manufacturing and selling for original equipment applications and service (which includes repair and overhaul) of any cerametallic or other friction material for Aerospace Applications); (c) Seller Parent or any of its Subsidiaries from acquiring any Person or business that engages in Competitive Activities provided that (i) such activities do not constitute the manufacturing principal activities of nitrogen the Person or business to be acquired (a “Competing Business”)based on the sales of such business during the preceding four (4) full calendar quarters) and (ii) if Competitive Activities constitute in excess of fifteen percent (15%) of the revenues of the Person or business acquired during such time, Seller Parent shall, or shall cause such Subsidiary to, divest that portion of such Person or business that engages in Competitive Activities within twelve (12) months after the acquisition thereof; (d) Seller Parent or any of its Subsidiaries from maintaining or acquiring any business that designs, develops, manufactures, markets, repairs, overhauls and/or sells the kinds of materials or services that are supplied to the Business as of the Closing Date, including chemicals or plastic components; provided, howeverthat design, development, manufacture, marketing, repair, overhaul and/or sale of such materials or services is part of a broader business and Seller Parent and its Subsidiaries are not engaging in such business solely for the purposes of being in the Business; (e) Seller Parent or any of its Subsidiaries from owning any and all of the Excluded Assets and Retained Interests, and in the case of any Retained Interest which is an Equity Interest in a Transferred Entity, conducting the business thereof, in accordance with Section 1.5; and (f) Seller Parent or any of its Subsidiaries from undertaking any obligations (including fulfilling their obligations under Section 10.8 hereof) and exercising their rights under this Agreement and the Ancillary Agreements. Notwithstanding anything to the contrary in this Agreement, the prohibitions in this Section 10.1 shall not apply to (i) that any businesses or operations of Seller Parent or any of its Subsidiaries which are transferred to any third party (other than to a Subsidiary of Seller Parent) after the restrictions date hereof, or (ii) to any Subsidiaries of Seller Parent the stock of which is transferred to any third party (other than to a Subsidiary of Seller Parent) after the date hereof. If any provision contained in this Section 5.12 10.1 shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not restrict affect any other provisions of this Section 10.1, but this Section 10.1 shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. It is the ownership by Seller, its Subsidiaries, directly or indirectly, of less than 2% intention of the outstanding capital stock parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time that is not permitted by applicable Law, or in any publicly traded company engaged in a Competing Businessway construed to be too broad or to any extent invalid, (ii) it such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable Law, a violation court of competent jurisdiction shall construe and interpret or reform this Section 5.12 10.1 to operate provide for a Competing Business that has been acquired by such Personcovenant having the maximum enforceable geographic area, provided that such Competing Business accounted for less time period and other provisions (not greater than 10% of the net revenues of the total business acquired and such Competing Business is sold within 12 months of such acquisition, (iiithose contained herein) nothing herein contained as shall be construed to prevent Seller or its Affiliates from acquiring or merging with any business, Person or entity fifty percent (50%) or more of whose consolidated revenues for the most recently completed fiscal year prior to valid and enforceable under such acquisition were derived from businesses other than a Competing Business and, in such case, continuing to operate such Competing Business, (iv) nothing herein contained shall be construed to prevent Seller or its Affiliates from being acquired (through a merger or otherwise) by any business, Person or entity (a “Potential Acquirer”) who operates a Competing Business and who after such acquisition continues to operate a Competing Business so long as Seller and its direct subsidiaries do not operate a Competing Business and (v) that this Section 5.12 shall not apply to, prohibit or in anyway inhibit the Seller or its Subsidiaries from owning or operating its facility in North Bend, Ohio; provided, further that nothing in Section 5.12 shall prohibit the Seller or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer in the Ordinary Course of Businessapplicable Law.

Covenant Not to Compete. (a) Seller agrees thatand its representatives and Affiliates shall not, during for a period of five (5) years from and after the 3-year period immediately following the Closing, Seller shall not and shall cause its Subsidiaries, not to, within those countries set forth in Section 5.12 of the Company Disclosure Schedule, engage, directly or indirectly, in or Closing Date (i) directly or indirectly acquire, own, invest in, manage, operate or meaningfully participate in any ownership manner in the ownership, financing, management or operation of any business that engages or intends to engage in any facet of the PC Optical Storage Business anywhere in the world, or (ii) utilize its knowledge of the PC Optical Storage Business or its relationships with customers, suppliers or others to engage or facilitate others to engage in any facet of the PC Optical Storage Business anywhere in the world. Seller acknowledges and agrees that the covenants set forth in this Section 5.9 are reasonable and necessary in terms of time, area and line of business to protect the legitimate business interests of Buyer and its Affiliates, which include the interests of Buyer and its Affiliates to protect (x) valuable confidential business information, (y) substantial relationships with customers worldwide, and (z) customer goodwill associated with the ongoing business. Seller and its representatives and Affiliates expressly authorize the enforcement of the covenants set forth in this Section 5.9 by the Buyer and its Affiliates, the permitted assigns of Buyer and its Affiliates, and any successors of Buyer or its Affiliates. (b) The foregoing covenant not to compete shall not prohibit Seller from: (i) owning an interest in Buyer or Newco, regardless of the percentage of shares owned; (ii) acquiring any firmbusiness, corporation, partnership, proprietorship, limited liability company an incidental or other business entity that immaterial portion of which (the “Competing Portion”) engages in the manufacturing of nitrogen PC Optical Storage Business, nor from operating the Competing Portion on a temporary basis, provided that Seller sells, divests and transfers the Competing Portion to Buyer or an unaffiliated third party as soon as reasonably commercially practicable, or ceases to operate the Competing Portion, in either case not later than three (a “Competing Business”)3) months from the relevant acquisition; or (iii) merging with or being acquired by any entity, provided, however, (i) that Seller shall ensure that the restrictions contained in this Section 5.12 acquiring or surviving entity shall not restrict use the ownership by Seller, its Subsidiaries, directly or indirectly, of less than 2% of the outstanding capital stock of any publicly traded company engaged in a Competing Business, (ii) it shall not be a violation of this Section 5.12 Retained Patents to operate a Competing Business that has been acquired by such Person, provided that such Competing Business accounted for less than 10% of the net revenues of the total business acquired and such Competing Business is sold within 12 months of such acquisition, (iii) nothing herein contained shall be construed to prevent Seller or its Affiliates from acquiring or merging compete with any business, Person or entity fifty percent (50%) or more of whose consolidated revenues for the most recently completed fiscal year prior to such acquisition were derived from businesses other than a Competing Business and, in such case, continuing to operate such Competing Business, (iv) nothing herein contained shall be construed to prevent Seller or its Affiliates from being acquired (through a merger or otherwise) by any business, Person or entity (a “Potential Acquirer”) who operates a Competing Business and who after such acquisition continues to operate a Competing Business so long as Seller and its direct subsidiaries do not operate a Competing Business and (v) that this Section 5.12 shall not apply to, prohibit or in anyway inhibit the Seller or its Subsidiaries from owning or operating its facility in North Bend, Ohio; provided, further that nothing in Section 5.12 shall prohibit the Seller or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer in the Ordinary Course of BusinessBuyer.

Covenant Not to Compete. Seller Mr. Chisesi acknowledges and agxxxx xxxx xe possesses information unique and proprietary to CoComp and SAN, and that SAN would not be willing to enter into this Agreement if Mr. Chisesi, after the Closing Xxxx, xxxxx compete with CoComp and SAN because such competition by Mr. Chisesi would severely injuxx XxXxxx xnd SAN no matter where in the geographic areas listed below such competition occurred. Accordingly and in exchange for the Purchase Price, Mr. Chisesi agrees thatthat for a pxxxxx xx xxree (3) years from the Closing Date, during the 3-year period immediately following the Closing, Seller he shall not and shall cause its Subsidiaries, not to, within those countries set forth in Section 5.12 of the Company Disclosure Schedule, engage, directly or indirectly, in whether as an owner, stockholder, partner, employee, independent contractor, or directly otherwise, compete with CoComp or indirectly acquireSAN or any affiliate of CoComp and SAN anywhere within the states of Texas, any ownership interest in any firmNew Mexico, corporation, partnership, proprietorship, limited liability company or other business entity that engages Arizona and Colorado in the manufacturing business of nitrogen (a “Competing Business”); providedselling disk drives, howeverdisk arrays, (i) that disk raid systems, tape drives, tape libraries and accompanying backup, disaster recovery and archiving software and all fiber switches and hubs. The period, the geographical area and the scope of the restrictions contained in on Mr. Chisesi's activities are dixxxxxxx xx xxat if any provision of the restriction is invalid, that provision shall automatically be modified to the extent necessary to make it valid. Mr. Chisesi also agrees that he xxxx xxx solicit for employment any of the CoComp employees who are transitioned to SAN for a period of three years from the Closing Date. The parties hereto agree and acknowledge that many of the rights conveyed by this Section 5.12 shall 4.5 are of a unique and special nature and that CoComp and SAN will not restrict have an adequate remedy at law in the ownership event of failure of Mr. Chisesi to abide by Sellerits terxx xxx xxxxitions, its Subsidiariesnor will money damages adequately compensate for such injury. It, directly or indirectlytherefore, is agreed between the parties that in the event of less than 2% breach by Mr. Chisesi of the outstanding capital stock of any publicly traded company engaged in a Competing Business, (ii) it shall not be a violation of his agreement coxxxxxxx xx this Section 5.12 4.5 CoComp and SAN shall have the rights, among other rights, to operate a Competing Business that has been acquired by such Person, provided that such Competing Business accounted for less than 10% of damages sustained thereby and to an injunction to restrain Mr. Chisesi from the net revenues of the total business acquired and such Competing Business is sold within 12 months of such acquisition, (iii) nothing prohibited xxxx. Xxxhing herein contained shall be construed in any way limit or exclude any and all other rights granted by law or equity to prevent Seller or its Affiliates from acquiring or merging with CoComp and SAN. In the event of default by SAN in the payment of any businessamount due pursuant to Article 1 of this Agreement and within any applicable notice to cure period, Person or entity fifty percent (50%) or more of whose consolidated revenues for the most recently completed fiscal year prior then this covenant not to such acquisition were derived from businesses other than a Competing Business and, in such case, continuing to operate such Competing Business, (iv) nothing herein contained compete shall become null and void and shall be construed to prevent Seller of no further force or its Affiliates from being acquired (through a merger or otherwise) by any business, Person or entity (a “Potential Acquirer”) who operates a Competing Business and who after such acquisition continues to operate a Competing Business so long as Seller and its direct subsidiaries do not operate a Competing Business and (v) that this Section 5.12 shall not apply to, prohibit or in anyway inhibit the Seller or its Subsidiaries from owning or operating its facility in North Bend, Ohio; provided, further that nothing in Section 5.12 shall prohibit the Seller or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer in the Ordinary Course of Businesseffect.

Covenant Not to Compete. The Seller agrees thatthat for a period of four years after the Closing Date, during neither it, any of the 3-year period immediately following the Closing, Seller shall not and shall cause its Subsidiaries, not to, within those countries set forth in Section 5.12 of the Company Disclosure Schedule, engagenor any Affiliate shall, directly or indirectly, own, manage, operate, join, control or participate in the ownership, management, operation or directly control of any business whether in corporate, proprietorship or indirectly acquirepartnership form or otherwise as more than a five percent (5%) owner in such business where such business is competitive with the Business as conducted on or prior to the Closing Date (a "Competitive Business). The covenant contained in the immediately preceding sentence shall not be deemed to have been violated by any sale by the Seller, any ownership interest in of the Seller Subsidiaries or any firmAffiliate, corporationof fasteners or retaining rings sold either (a) as a component of a larger product sold by such Seller, partnershipSeller Subsidiary or Affiliate or (b) as a replacement part for a component of a larger product sold by such Seller, proprietorshipSeller Subsidiary or Affiliate, limited liability company so long as such fasteners or other business entity that engages in the manufacturing of nitrogen (a “Competing Business”); provided, however, (i) that the restrictions contained in this Section 5.12 shall retaining rings are not restrict the ownership manufactured by Seller, its any of the Seller Subsidiaries or any Affiliate. The provisions of this Section 7.11 shall not prevent the Seller, any of the Seller Subsidiaries, directly or indirectly, of any Affiliate from acquiring a business engaged in a Competitive Business (an "Acquired Business"); provided that such Competitive Business constitutes less than 220% of the outstanding capital stock revenues of the Acquired Business. If Seller, any publicly traded company engaged in a Competing Seller Subsidiaries or any Affiliate acquires an Acquired Business, (ii) it then Seller shall promptly notify Buyer of such transaction and afford Buyer the opportunity to make an offer to purchase the Competitive Business. Seller shall consider Buyer's offer for such Competitive Business in good faith, but shall not be a violation under any obligation to accept such offer. The Seller specifically acknowledges and agrees that the remedy at law for any breach of this Section 5.12 7.11 will be inadequate and that the Buyer, in addition to operate a Competing Business any other relief available to it, shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage. In the event that has been acquired the provisions of this Section 7.11 should ever be deemed to exceed the limitation provided by such Personapplicable law, provided then the Parties agree that such Competing Business accounted for less than 10% of the net revenues of the total business acquired and such Competing Business is sold within 12 months of such acquisition, (iii) nothing herein contained provisions shall be construed reformed to prevent Seller or its Affiliates from acquiring or merging with any business, Person or entity fifty percent (50%) or more of whose consolidated revenues for set forth the most recently completed fiscal year prior to such acquisition were derived from businesses other than a Competing Business and, in such case, continuing to operate such Competing Business, (iv) nothing herein contained shall be construed to prevent Seller or its Affiliates from being acquired (through a merger or otherwise) by any business, Person or entity (a “Potential Acquirer”) who operates a Competing Business and who after such acquisition continues to operate a Competing Business so long as Seller and its direct subsidiaries do not operate a Competing Business and (v) that this Section 5.12 shall not apply to, prohibit or in anyway inhibit the Seller or its Subsidiaries from owning or operating its facility in North Bend, Ohio; provided, further that nothing in Section 5.12 shall prohibit the Seller or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer in the Ordinary Course of Businessmaximum limitations permitted.

Covenant Not to Compete. Each of the Seller Parties covenants and agrees that, during for a period commencing on the 3-year period immediately following Closing Date and expiring on the Closing, Seller shall not and shall cause its Subsidiaries, not to, within those countries set forth in Section 5.12 second (2nd) anniversary of the Company Disclosure ScheduleClosing Date (the "Restricted Period"), engagenone of the Seller Parties will, directly or indirectly, own, manage, operate, franchise, license, control or engage or participate in the ownership, management, operation, franchising, licensing, or directly control of, or indirectly acquirebe connected as a stockholder, agent, partner, joint venturer, employee, officer, director, consultant or otherwise with, any ownership interest in any firm, corporation, partnership, proprietorship, limited liability company or other business entity that Person which engages in the manufacturing of nitrogen quick-service hamburger restaurant business in the Territory (a “Competing Business”"Competitive Action"); provided, however, (i) that the restrictions contained in this Section 5.12 shall not restrict the ownership by Seller, its Subsidiaries, directly or indirectly, of less than 2% none of the outstanding capital stock of any publicly traded company engaged in a Competing Business, (ii) it following activities shall not be constitute a violation of this Section 5.12 to operate a Competing Business that has been acquired 6.10: (i) the acquisition or ownership by such Person, provided that such Competing Business accounted for the Seller Parties or their Affiliates of less than 10% two percent (2%) of the net revenues outstanding shares of any Person engaged in the total quick-service hamburger restaurant business acquired and such Competing Business is sold within 12 months whose shares are publicly traded on a national securities exchange; or (ii) the offering of such acquisition, hamburger products to customers as a menu item by any Existing Concept; or (iii) nothing herein contained the operation by the Retained Group of any Hardee's Restaurant pursuant to a License Agreement with Hardee's. In the event that the Buyer ascertains the start of a Competitive Action on the part of any such Persons, Buyer shall be construed entitled to prevent obtain injunctive relief without any objection from any of the Seller Parties or their respective Subsidiaries and Affiliates. The parties hereto further agree that, if a court of competent jurisdiction determines that this covenant is unenforceable in any respect, the remainder of this covenant shall not thereby be affected and shall be given full effect, without regard to any invalid portions, and this covenant may be modified by such court in any necessary respect in order to render it enforceable in its Affiliates from acquiring or merging with least reduced form. If the courts of any business, Person or entity fifty percent (50%) one or more jurisdictions determine that this covenant is unenforceable, it is the intention of whose consolidated revenues for Buyer, on the most recently completed fiscal year prior one hand, and the Seller Parties, on the other hand, that such determination not bar or in any way affect Buyer's right to such acquisition were derived from businesses the relief provided above in the courts of any other than a Competing Business and, jurisdiction as to breaches of this covenant in such caseother respective jurisdiction, continuing to operate such Competing Businessit being the intention of Buyer, (iv) nothing herein contained shall be construed to prevent on the one hand, and the Seller or its Affiliates from being acquired (through a merger or otherwise) by any businessParties, Person or entity (a “Potential Acquirer”) who operates a Competing Business and who after such acquisition continues to operate a Competing Business so long as Seller and its direct subsidiaries do not operate a Competing Business and (v) on the other hand, that this Section 5.12 shall not apply to, prohibit or in anyway inhibit the Seller or its Subsidiaries from owning or operating its facility in North Bend, Ohio; provided, further that nothing in Section 5.12 shall prohibit the Seller or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer in the Ordinary Course of Businesscovenant be considered a separate and independent covenant insofar as it relates to each such jurisdiction.

Covenant Not to Compete. a) In consideration of the Purchaser's consummation of the transactions contemplated by this Agreement and for other good and valuable consideration, for a period of three (3) years from and after the Closing Date, each of the Seller agrees thatand its Major Shareholder, during will not, directly or indirectly (whether as an owner, proprietor, partner, shareholder, officer, employee, independent contractor, director, joint venturer, consultant, lender or investor), solicit or engage in the 3-year period immediately following Prohibited Business. For purposes of this Section 4.03, the Closing"PROHIBITED BUSINESS" means offering to provide or providing any product or service competitive with the Business, Seller anywhere in the world. The parties agree that this Section 4.03 shall not and shall cause prohibit the ownership by the Seller or its SubsidiariesMajor Shareholder, solely as an investment, of securities of a person engaged in the Prohibited Business if (i) the Seller or its Major Shareholder is not to, within those countries set forth an "affiliate" (as such term is defined in Section 5.12 Rule 405 promulgated under the Securities Act of 1933) of the Company Disclosure Scheduleissuer of such securities, engage(ii) such securities are publicly traded on a national securities exchange and (iii) the Seller or its Major Shareholder does not, directly or indirectly, in or directly or indirectly acquirebeneficially own more than 5% of the class of which such securities are a part. Each of the Seller and its Major Shareholder acknowledges and agrees that the limitations imposed by this Section 4.03 (a) are necessary to protect legitimate business interests of the Purchaser and the Purchaser's rights to use and benefit from the goodwill, any ownership interest in any firmIntellectual Property and Confidential Information that has been acquired by the Purchaser pursuant hereto and that the limitations as to time, corporationgeographic area, partnershipand scope of activity being restrained are reasonable and do not impose a greater restraint than is necessary to protect the aforementioned goodwill, proprietorshipIntellectual Property, limited liability company or Confidential Information and other business entity that engages in interests of the manufacturing Purchaser acquired herein. b) For a period of nitrogen three (a “Competing Business”); provided3) years from and after the Closing Date, however, (i) that each of the restrictions contained in this Section 5.12 Seller and its Major Shareholder shall not restrict the ownership by Seller, its Subsidiariesnot, directly or indirectly, of less than 2% (i) discourage any person from accepting employment with the Purchaser or any Affiliate of the outstanding capital stock of any publicly traded company engaged in a Competing Business, Purchaser or (ii) it shall not be a violation of this Section 5.12 hire or solicit the employment or services of, or cause or attempt to operate a Competing Business that has been acquired by such Person, provided that such Competing Business accounted for less than 10% cause to leave the employment or service of the net revenues Purchaser or any Affiliate of the total business acquired and such Competing Business Purchaser, any Person who or which is sold within 12 months employed by, or otherwise engaged to perform services for, the Purchaser or any affiliate of such acquisitionthe Purchaser (whether in the capacity of employee, (iii) nothing herein contained shall be construed to prevent Seller or its Affiliates from acquiring or merging with any businessconsultant, Person or entity fifty percent (50%) or more of whose consolidated revenues for the most recently completed fiscal year prior to such acquisition were derived from businesses other than a Competing Business and, in such case, continuing to operate such Competing Business, (iv) nothing herein contained shall be construed to prevent Seller or its Affiliates from being acquired (through a merger independent contractor or otherwise) or who is offered a position by any business, Person or entity (a “Potential Acquirer”the Purchaser in connection with the transactions contemplated hereby. c) who operates a Competing Business and who after such acquisition continues to operate a Competing Business so long as Seller and its direct subsidiaries do not operate a Competing Business and (v) The parties hereby agree that this Section 5.12 shall not apply to, prohibit or in anyway inhibit if either the Seller or its Subsidiaries from owning Major Shareholder violates this Section 4.03, it would be difficult to determine the entire cost, damage or operating injury, which the Purchaser and its facility Affiliates would sustain. Each of the Seller and its Major Shareholder acknowledges that if it violates this Section 4.03, the Purchaser will have no adequate remedy at law and in North Bendthat event, Ohio; providedin addition to Purchaser's rights under Section 9.07, further that nothing in Section 5.12 shall prohibit Purchaser may obtain a monetary judgment against the Seller or its Subsidiaries Major Shareholder, as applicable, for any damage caused to the Purchaser or its Affiliates that may result from buyingany breach by such party of this Section 4.03. If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 4.03 is invalid or unenforceable, sellingthe parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, trading duration or hedging natural gasgeographic area of the term or provision, nitrogen to delete specific words or fertilizer in phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the Ordinary Course intention of Businessthe invalid or unenforceable term or provision, and this Section 4.03 shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed.

Covenant Not to Compete. (a) Seller agrees that, during the 3period beginning on the Closing Date and ending on the fifth anniversary thereof (the "Non-year period immediately following the ClosingCompetition Period"), Seller shall not will not, and shall will use its best efforts to cause its Subsidiaries, Seller's Subsidiaries not to, within those countries set forth in Section 5.12 of the Company Disclosure Schedule, engage, directly or indirectly, in or directly by or indirectly acquirethrough any other Person, whether as a shareholder, partner, joint venturer or, consultant, engage or invest in, or consult with or to, any ownership interest business which directly competes with the Business in the United States or in any firm, corporation, partnership, proprietorship, limited liability company other geographic area in which the Companies conduct business as of the date hereof or other business entity that engages in as of the manufacturing of nitrogen (a “Competing Business”)Closing Date; provided, however, that ownership or acquisition by the Seller and its Subsidiaries of an aggregate (i) that calculated for the restrictions contained in this Section 5.12 shall not restrict the ownership by Seller, Seller and its Subsidiaries, directly or indirectly, collectively) of less than 2% five percent (5%) of the outstanding capital stock of any publicly traded company engaged in a Competing Business, (ii) it shall not be in itself constitute a violation of this Section 5.12 to operate a Competing Business 5.21(a); and, provided, further, November 1, 1995 36 that has been acquired by such Person, provided that such Competing Business accounted for less than 10% of the net revenues of the total business acquired and such Competing Business is sold within 12 months of such acquisition, (iii) nothing herein contained shall be construed to prevent Seller or its Affiliates from acquiring or merging with any business, Person or entity fifty percent (50%) or more restrict the right of whose consolidated revenues for the most recently completed fiscal year prior to such acquisition were derived from businesses other than a Competing Business and, in such case, continuing to operate such Competing Business, (iv) nothing herein contained shall be construed to prevent Seller or its Affiliates from being acquired (through a merger or otherwise) by any business, Person or entity (a “Potential Acquirer”) who operates a Competing Business and who after such acquisition continues to operate a Competing Business so long as Seller and its direct subsidiaries do not operate a Competing Business and (v) that this Section 5.12 shall not apply to, prohibit or in anyway inhibit the Seller or its Subsidiaries to own an interest in (including an interest constituting control) or engage in any other relationship with any Person, provided no more than ten percent (10%) of the revenues of such Person are generated from owning businesses which directly compete with the Business. (b) Seller agrees that during the period beginning on the Closing Date and ending on the second anniversary of the Closing Date, Seller will not Knowingly, and will use its best efforts to cause Seller's Subsidiaries not to, directly or operating its facility indirectly, solicit or hire any key employee of the Companies, assist in North Bendthe solicitation or hiring of such key employee by any other Person, Ohio; providedor encourage any such key employee to terminate his or her employment with the Companies. (c) Seller acknowledges and agrees that, further that nothing (i) it regards the restrictions contained in Section 5.12 shall prohibit Sections 5.20 and 5.21 as reasonable and designed to provide the Buyer with limited, legitimate and reasonable protection against subsequent diminution of the value of the Companies attributable to any actions of any Seller or any of its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer contrary to such covenants and (ii) because the legal remedies of the Buyer may be inadequate in the Ordinary Course event of Businessa breach of, or other failure to perform, any of the covenants and obligations set forth in Sections 5.20 and 5.21, the Buyer may, in addition to obtaining any other remedy or relief available to them (excluding consequential, indirect and exemplary damages), obtain specific enforcement of Sections 5.20 and 5.21 and other equitable remedies. Seller also acknowledges and agrees that no breach by the Buyer of, or other failure by the Buyer to perform, any of the covenants or obligations of the Buyer under this Agreement or otherwise shall relieve such Seller of any of its obligations under Sections 5.20 and 5.21. (d) If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 5.21 is invalid or unenforceable, the Parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed.

Covenant Not to Compete. (a) The Seller agrees thathas had access to and become familiar with various trade secrets consisting of, during but not limited to, financial statements, processes, computer programs, compilations of information, records, sales procedures, customer requirements, customer lists and other confidential information (collectively referred to as the 3-year period immediately following "Trade Secrets"), which have been used in the Closingoperation of the business of the Sky Division. After the Closing Date, the Seller shall not and shall cause its Subsidiaries, not to, within those countries set forth use in Section 5.12 any way or disclose any of the Company Disclosure ScheduleTrade Secrets, engagedirectly or indirectly. (b) Until two years following the Closing Date (the "Non-competition Period"), the Seller and its Affiliates shall not, directly or indirectly, in any capacity, within the United States and Canada, invest or directly or indirectly acquire, any ownership interest engage in any firmbusiness that is in competition with that of the Sky Division as of the date hereof and the Closing Date. Notwithstanding the foregoing, corporation, partnership, proprietorship, limited liability company or other business entity that engages in the manufacturing of nitrogen (a “Competing Business”); provided, however, (i) that the restrictions contained in this Section 5.12 shall not restrict the ownership by Seller, its Subsidiaries, directly or indirectly, no owner of less than 25% of the outstanding capital stock of any publicly traded company engaged corporation shall be deemed to engage solely by reason of such ownership in any such business. In addition, in the event that the Seller or any of its Affiliates acquires a Competing Businessbusiness that is in competition with that of the Sky Division, then the Seller will not be in breach of this Section 7.6(b) if the Seller or such Affiliate offers to sell to the Buyer or its Affiliates such competing business and negotiates in good faith with the Buyer with respect thereto for a period of at least ninety (90) days (it being agreed that such acquisition may involve assets or businesses which are not in competition with the Sky Division, in which case such assets or businesses shall be exempt in all respects from this Section 7.6). If such transaction with respect to such competing business is not consummated between the Seller and the Buyer or their Affiliates, the Seller or its Affiliate shall use commercially reasonable efforts to dispose of such competing business within one year from the acquisition thereof. The Buyer also acknowledges that Corporacion Durango, through one or more of its Subsidiaries, (iii) it operates paper xxxxx and other businesses in the United States and that its engaging in any such activities shall not be constitute a violation of this Section 5.12 7.6 and (ii) currently ships products to operate a Competing Business customers in the United States and that has been acquired by such Person, provided that such Competing Business accounted for less than 10% of the net revenues of the total business acquired and such Competing Business is sold within 12 months of such acquisition, (iii) nothing herein contained shall be construed to prevent Seller or its Affiliates from acquiring or merging with any business, Person or entity fifty percent (50%) or more of whose consolidated revenues for the most recently completed fiscal year prior to such acquisition were derived from businesses other than a Competing Business and, in such case, continuing to operate such Competing Businessship products to those established customers shall not constitute a violation of this Section 7.6. (c) During the Non-competition Period, (iv) nothing herein contained shall be construed to prevent Seller or its Affiliates from being acquired (through a merger or otherwise) by any business, Person or entity (a “Potential Acquirer”) who operates a Competing Business and who after such acquisition continues to operate a Competing Business so long as the Seller and its direct subsidiaries do not operate a Competing Business Affiliates shall not, on their own behalf or on behalf of any other Person, hire or solicit or in any manner attempt to influence or induce any Active Employee to leave the employment of the Buyer, nor use or disclose to any Person any information concerning the names and addresses of such employee for such purpose. (vd) The Seller agrees that the agreements set forth in this Section 5.12 each constitute separate agreements independently supported by good and adequate consideration and shall be severable from the other provisions of, and shall survive, this Agreement. The existence of any claim or cause of action of the Seller against the Buyer, whether predicated on this Agreement or otherwise, shall not apply to, prohibit or in anyway inhibit constitute a defense to the enforcement by the Buyer of the covenants and agreements of the Seller or its Subsidiaries from owning or operating its facility contained in North Bendthis Section. (e) The Seller acknowledges and recognizes that the enforcement of the provisions of this Section is necessary to ensure the preservation and continuity of the business and good will of the Sky Division. The Seller further agrees that due to the nature of such business, Ohio; provided, further that nothing the noncompetition restrictions set forth in this Section 5.12 shall prohibit the Seller or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer in the Ordinary Course of Businessare reasonable as to time and geographic area.

Covenant Not to Compete. Seller agrees thatSellers hereby agree that they will not, for a period of five (5) years from the Closing of this transaction engage directly or indirectly in a dental management company in the geographical location of a ten (10) mile radius from the practice locations listed on Exhibit "M". Sellers further agree that during the 3-said five (5) year period immediately following in the Closinggeographical location described above, Seller they will not directly or indirectly be connected with any person, corporation, or business entity providing dental management services, other than Buyer, Corporation or an affiliate of Buyer. Sellers will have no financial interest in any business entity and/or provider of dental management services in the geographical location described above during the five (5) year restrictive period, except that Sellers shall not be prohibited from providing dental management services to their own dental practices so long as such dental practices are not in violation of the paragraph immediately following. Notwithstanding the above, nothing contained in this Agreement shall restrict Xxxxxxx X. Xxxxxx from engaging in the management of dental practices located at 000 Xxxxxxxxx Xxxxxxxxx, Xxxxxxxxx, Xxxxxxx, 000 Xxxx Xxxx Xxxxxx, Xxxxxxx, Xxxxxxx, or 000 Xxxx Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxx. Sellers further agree that they will not, for a period of five (5) years from the closing of this transaction engage directly or indirectly in a dental practice and/or provide dental services in the geographical location of a two (2) mile radius from the practice locations listed on Exhibit "M". Sellers further agree that during the said five (5) year period in the geographical location described above, they will not directly or indirectly be connected with any person, corporation, or business entity providing dental services, except that Sellers shall be permitted to receive referrals from general dentists in the geographical area described above. Sellers and Principal will have no financial interest in any business entity and/or provider of dental services in the geographical location described above during the five (5) year restrictive period. Furthermore, Sellers agree not to induce patients associated with the Corporation's practices, to utilize the services of any other dentist in the aforementioned area. Notwithstanding the above, nothing contained in this Agreement shall cause its Subsidiariesrestrict Xxxx Xxxxxxx, not toD.D.S., within those countries from engaging in the practice of dentistry at 0000 Xxxx Xxxxx Xxxxx Xxxx, Xxxxxxx, Xxxxxxx, nor shall such restrictions apply to the practice of dentistry by Xxxxxx X. Xxxxx, Xx., D.D.S. at 0000 X. Xxxxxxx Xxxx, Xxxxxxx, Xxxxxxx. Sellers acknowledge that the restraints set forth in Section 5.12 the above paragraph are reasonable and necessary for the protection of legitimate business interests of Buyer and that this covenant on the part of the Company Disclosure ScheduleSellers shall be construed as an agreement. It is agreed by Buyer and Sellers that if any portion of this restrictive covenant is held to be unreasonable, engagearbitrary or against public policy, directly these covenants shall be considered to be diminishable both as to time and geographical area, and each month for the specific period shall be deemed a separate period of time and each square mile shall be deemed a separate geographical area and shall remain effective so long as the same is not otherwise unreasonable, arbitrary or indirectly, in or directly or indirectly acquire, any ownership interest in any firm, corporation, partnership, proprietorship, limited liability company or other business entity against public policy. Sellers and Buyer hereby agree that engages in the manufacturing event any court determines any specific time period or any specific geographical area to be unreasonable, arbitrary or against public policy, a lesser time period or geographical area which is determined to be reasonable, non-arbitrary and not against public policy may be enforced against the Sellers. The Sellers further understand that this covenant may be enforced by the entering of nitrogen (a “Competing Business”); provided, however, (i) temporary or permanent injunction. It is understood that a court of competent jurisdiction shall construe this restrictive covenant in favor of providing reasonable protection to all legitimate business interests established by Buyer. It is understood that the restrictions contained in this Section 5.12 court shall not restrict employ any rule of contract construction that requires the ownership by Sellercourt to construe a restrictive covenant narrowly, its Subsidiariesagainst the restraint, directly or indirectly, of less than 2% against the drafter of the outstanding capital stock of any publicly traded company engaged in a Competing Business, (ii) it shall not be a contract. It is understood that no court may refuse to enforce this restrictive covenant on the grounds that the contract violates public policy unless such public policy is articulated specifically by the court and the court finds that the specific public policy requirements substantially outweigh the need to protect the legitimate business interest or interests established by Buyer. The violation of this Section 5.12 restrictive covenant creates a presumption of irreparable injury to operate Buyer on seeking its enforcement. Buyer will post a Competing Business proper bond as set by the court if an injunction is entered. In the event it becomes necessary for Buyer to retain the services of an attorney to enforce this restrictive covenant, it is agreed that has been acquired the prevailing party shall be entitled to reasonable attorney's fees and costs in any legal proceeding, both at the trial or appellate level. Sellers agree the restriction contained herein is freely assignable by such PersonBuyer, provided that such Competing Business accounted for less than 10% in its sole discretion, and any assignee, successor or third-party beneficiary to this Agreement may enforce the same. The laws of the net revenues State of Georgia shall control the total business acquired and such Competing Business is sold within 12 months interpretation of such acquisition, (iii) nothing herein contained shall be construed to prevent Seller or its Affiliates from acquiring or merging with any business, Person or entity fifty percent (50%) or more of whose consolidated revenues for the most recently completed fiscal year prior to such acquisition were derived from businesses other than a Competing Business and, in such case, continuing to operate such Competing Business, (iv) nothing herein contained shall be construed to prevent Seller or its Affiliates from being acquired (through a merger or otherwise) by any business, Person or entity (a “Potential Acquirer”) who operates a Competing Business and who after such acquisition continues to operate a Competing Business so long as Seller and its direct subsidiaries do not operate a Competing Business and (v) that this Section 5.12 shall not apply to, prohibit or in anyway inhibit the Seller or its Subsidiaries from owning or operating its facility in North Bend, Ohio; provided, further that nothing in Section 5.12 shall prohibit the Seller or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer in the Ordinary Course of Businessrestrictive covenant.

Covenant Not to Compete. Seller acknowledges and agrees that the ----------------------- Business is conducted, and the products of the Company and its Subsidiaries are marketed, throughout the United States and that its reputation and goodwill are an integral part of its business success throughout the areas where they conduct the Business. If Seller deprives Buyer of any of the Company's or the Subsidiaries' goodwill or in any manner utilizes its reputation and goodwill in competition with the Company or the Subsidiaries, Buyer will be deprived of the benefits it has bargained for pursuant to this Agreement. Although the parties hereto place no monetary value upon this covenant not to compete, this covenant is necessary to transfer the business and goodwill of the Company to Buyer effectively. Accordingly, as an inducement for Buyer to enter into this Agreement, Seller agrees that, during that for a period of three (3) years after the 3-year period immediately following the ClosingClosing Date, Seller shall not and shall cause its Subsidiariesnot, not to, within those countries set forth in Section 5.12 of the Company Disclosure Schedule, engagewithout Buyer's prior written consent, directly or indirectly, own, manage, operate, join, control or participate in the ownership, management, operation or directly control of, or indirectly acquirebe connected as a partner, consultant or otherwise with, any ownership interest profit or non-profit business or organization in any firmpart of the United States, corporation, partnership, proprietorship, limited liability company or other business entity that engages in the manufacturing of nitrogen (a “Competing Business”); provided, however, (i) that the restrictions contained in this Section 5.12 shall not restrict the ownership by Seller, its Subsidiarieswhich, directly or indirectly, of less sells wine; provided that, notwithstanding the foregoing, Seller and its respective affiliates may hereafter purchase, or otherwise become affiliated with or participate with, any individual, entity, or organization which, directly or indirectly, competes with the Business if not more than 215% of the outstanding capital stock of any publicly traded company engaged in a Competing Business, (ii) it shall not be a violation of this Section 5.12 to operate a Competing Business that has been acquired by such Person, provided that such Competing Business accounted for less than 10% of the net aggregate gross revenues of the total business acquired and such Competing Business is sold within 12 months of such acquisitionindividual, (iii) nothing herein contained shall be construed to prevent Seller entity or organization for its Affiliates from acquiring or merging with any business, Person or entity fifty percent (50%) or more of whose consolidated revenues for the most recently completed fiscal year prior to such acquisition were derived from businesses other than the sale of wine at wholesale (and Seller and its affiliates may hereafter acquire a Competing Business andcontrolling interest in any individual, entity or organization that is engaged in such case, continuing to operate such Competing Business, (iv) nothing herein contained shall be construed to prevent Seller or its Affiliates from being acquired (through a merger or otherwise) by any business, Person even if more than 15% of the aggregate gross revenues of such individual, entity or entity (a “Potential Acquirer”) who operates a Competing Business and who after organization for its most recently completed fiscal year were derived from such acquisition continues to operate a Competing Business business, so long as Seller shall use reasonable efforts to divest, as soon as reasonably practicable, a portion of its interest in such enterprise relating to such business such that the 15% gross revenues test set forth above would not be exceeded after giving effect to such divestiture); and its direct subsidiaries do not operate a Competing Business and (v) that this Section 5.12 shall not apply to, prohibit or in anyway inhibit the Seller or its Subsidiaries from owning or operating its facility in North Bend, Ohio; provided, further that nothing herein shall prevent Seller from engaging in Section 5.12 shall prohibit any retail sales of wine and wine related products whether in connection with the lodging or restaurant business of Seller or otherwise. Seller further acknowledges that the employees of the Company and its Subsidiaries from buyingare an integral part of the Business and its success. Accordingly, sellingSeller agrees that for a period of three (3) years after the Closing Date it will not (and will cause its Representatives not to) solicit any Wine World officer set forth on Schedule 9.1 to terminate his or her employment with Buyer, trading the Company or hedging natural gasthe Subsidiaries. In the event the agreement in this Article IX shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, nitrogen it shall be interpreted to extend only over the maximum period of time for which it may be enforceable, and/or over the maximum geographical area as to which it may be enforceable and/or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action. Seller acknowledges that a breach of the covenants contained in this Article IX will cause irreparable damage to Buyer, the exact amount of which will be difficult to ascertain, and that the remedies at law for any such breach will be inadequate. Accordingly, Seller agrees that if Seller breaches the covenant contained in this Article IX, in addition to any other remedy which may be available at law or fertilizer in the Ordinary Course of Businessequity, Buyer shall be entitled to specific performance and injunctive relief, without posting bond or other security.

Covenant Not to Compete. Seller (a) For the period ending on the fifth (5th) anniversary of the Closing Date and anywhere in the world, none of the Share Sellers nor any of their Affiliates shall engage in any activities that are directly competitive with the Business (as conducted by the Share Sellers and their Affiliates on and as of the date hereof) (“Competitive Activities”). Notwithstanding the foregoing, the Buyer hereby agrees that, during that the 3-year period immediately following the Closing, Seller shall not and shall cause its Subsidiaries, not to, within those countries covenant set forth in Section 5.12 the immediately preceding sentence shall not be deemed to prohibit any of the Company Disclosure Schedulefollowing: (i) the Share Sellers or their Affiliates providing services to the Buyer or its Affiliates under or participating in any other arrangement contemplated by of the Transition Services Agreement, engage(ii) the ownership or acquisition by the Share Sellers or any of their Affiliates of any firm, person or entity which engages, directly or indirectly, in or directly or indirectly acquire, any ownership interest in any firm, corporation, partnership, proprietorship, limited liability company or other business entity that engages in the manufacturing of nitrogen (a “Competing Business”); provided, however, (i) that the restrictions contained in this Section 5.12 shall not restrict the ownership by Seller, its Subsidiaries, directly or indirectly, of less than 2% of the outstanding capital stock of any publicly traded company engaged in a Competing Business, (ii) it shall not be a violation of this Section 5.12 to operate a Competing Business that has been acquired by Competitive Activities if such Person, provided that such Competing Business accounted Competitive Activities account for less than 10% of the net revenues of the total business acquired and such Competing Business is sold within 12 months twenty five percent (25%) of such acquisitionperson’s consolidated annual revenues in any given calendar year, (iii) nothing herein contained shall be construed to prevent Seller the Share Sellers or its their Affiliates from acquiring engaging in any business (other than the Business) in which the Share Sellers or merging with their Affiliates are currently engaged, whether or not any business, Person or entity fifty percent (50%) one or more of whose consolidated revenues for products or services associated with such business activities might be deemed to be competitive in some manner with the most recently completed fiscal year prior to such acquisition were derived from businesses other than a Competing Business and, in such case, continuing to operate such Competing BusinessCompetitive Activities, (iv) nothing herein contained shall be construed manufacturing and supplying to prevent Seller third parties raw materials, active pharmaceutical ingredients or its Affiliates from being acquired intermediate compounds (through a merger but not finished products ready for distribution and sale and intended for use in connection with the diagnosis of human ailments) whether or otherwise) not any of the foregoing are used by any business, Person or entity (a “Potential Acquirer”) who operates a Competing Business and who after such acquisition continues to operate a Competing Business so long as Seller and its direct subsidiaries do not operate a Competing Business third party in connection with Competitive Activities and (v) the acquisition by the Share Sellers or their Affiliates of rights to any product (whether by purchase, license or otherwise) that may be used for Competitive Activities, as long as either such product is not so employed or is a product that falls within the exception set forth in clause (ii) of this sentence as if any such product was an acquired entity or person for purposes of such clause (ii). (b) Without limiting the remedies available, the Parties agree that damages at law would be an insufficient remedy in the event of breach of this Section 5.12 6.8 by the Share Sellers or their Affiliates and that the Buyer shall not apply to, prohibit be entitled to seek injunctive relief or in anyway inhibit the Seller or its Subsidiaries from owning or operating its facility in North Bend, Ohio; provided, further that nothing in Section 5.12 shall prohibit the Seller or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer other equitable remedies in the Ordinary Course event of Businessany such breach. (c) If any of the provisions of this Section 6.8 are held to be unenforceable in any jurisdiction, then, as to such jurisdiction, such provision shall be ineffective to the extent of its unenforceability in such jurisdiction, without affecting the remaining provisions of this Section 6.8 in such jurisdiction, or affecting in any other jurisdiction the validity or enforceability of such provision or of this Section 6.8.

Covenant Not to Compete. Seller agrees In light of the extensive knowledge possessed by Sellers and their respective Affiliates in respect of the Acquired Companies and the Business, and for good and valuable consideration which the Parties acknowledge, it is mutually agreed that, during for the 3period commencing at the Closing and ending on the second (2nd) anniversary of the Closing Date (the “Non-year period immediately following Compete Period”), none of the ClosingParent Entities shall engage (including through the provision of management, Seller advisory or technical services or through a joint venture or partnership) in the Business, anywhere in the world (“Competitive Activities”) without the prior written consent of Buyer; provided, that each Parent Entity may engage in any business or activity (and natural evolutions thereof) conducted or engaged in by Parent or its Affiliates prior to July 25, 2013. Notwithstanding the foregoing, Buyer hereby agrees that (a) the foregoing covenant shall not and shall cause its Subsidiaries, not to, within those countries set forth in Section 5.12 be deemed breached as a result of the Company Disclosure Schedule, engageownership by the Parent Entities (i) of the stock of a Person engaged, directly or indirectly, in or directly or indirectly acquire, any ownership interest in any firm, corporation, partnership, proprietorship, limited liability company or other business entity that engages in Competitive Activities if owned by a pension fund managed by a Parent Entity; (ii) of less than an aggregate of ten percent (10%) of the manufacturing stock of nitrogen (a “Competing Business”); provided, however, (i) that the restrictions contained in this Section 5.12 shall not restrict the ownership by Seller, its SubsidiariesPerson engaged, directly or indirectly, of less than 2% of the outstanding capital stock of any publicly traded company engaged in a Competing Business, Competitive Activities (ii) it shall not be a violation of this Section 5.12 to operate a Competing Business that has been acquired by such Person, provided that such a “Competing Business accounted for less than 10% of the net revenues of the total business acquired and such Competing Business is sold within 12 months of such acquisition, Person”); or (iii) nothing herein contained shall be construed to prevent Seller or its Affiliates of the stock of a Competing Person if the revenues derived from acquiring or merging with any business, Person or entity fifty such Competitive Activities do not exceed ten percent (5010%) or of gross annual revenues of such Competing Person for the most recently completed fiscal year, and (b) any acquisition by a Parent Entity of a Competing Person who derives more than ten percent (10%) but no more than forty percent (40%) of whose consolidated its gross annual revenues for the most recently completed fiscal year from Competitive Activities shall not require the prior written consent of Buyer if (i) the applicable Parent Entity takes steps to such acquisition were derived from businesses other than a Competing Business and, in such case, continuing to operate divest as promptly as reasonably practicable the portion of such Competing Business, (iv) nothing herein contained shall be construed to prevent Seller or its Affiliates from being acquired (through a merger or otherwise) by any business, Person or entity (a “Potential Acquirer”) who operates a Competing Business and who after such acquisition continues to operate a Competing Business so long as Seller and its direct subsidiaries do not operate a Competing Business Person’s business engaged in the Competitive Activities and (vii) that this Section 5.12 shall not apply to, prohibit or in anyway inhibit Parent gives notice to Buyer of the Seller or its Subsidiaries from owning or operating its facility in North Bend, Ohio; provided, further that nothing in Section 5.12 shall prohibit the Seller or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer proposed divestiture and an opportunity to participate in the Ordinary Course of Businessdivestiture process.

Covenant Not to Compete. Seller agrees that(a) Subject to Section 6.5(b), during (c) and (d) below, for a period of five(5) years from and after the 3-year period immediately following First Closing Date, the ClosingSeller: (i) will not engage, Seller shall not and shall cause its Subsidiariesdirectly or indirectly through any subsidiary, not to, within those countries set forth affiliate or any Person in Section 5.12 of which the Company Disclosure Schedule, engageSeller, directly or indirectly, has an interest (A) in the business conducted by the Distribution Division prior to the First Closing Date or (B) in the business of selling products marketed under the trade names Worksafe, Charkate, Charkate/Worksafe or Puerto Rico Safety, or any similar tradenames or any products similar to the safety products now or hereafter bearing such trade names whether or not such products are manufactured by the Seller, the Manufacturing Subsidiaries or Persons in which the Seller, directly or indirectly acquirehas an interest, any ownership to the end-users of such products (as distinguished from distributors of such products), including manufacturing companies and service businesses, public utilities, fisheries, pharmaceutical plants, the transportation industry and companies engaged in hazardous materials abatement; provided that subject to Section 6.5(a) the Seller may use the trade names Worksafe, Charkate, Charkate/Worksafe or Puerto Rico Safety in connection with the Manufacturing Business and permissible sales under Section 6.5(b)(i)(ii) and (iii); or (ii) advise, provide consulting services to, manage or otherwise invest or have an interest in any firmPerson in any of the businesses described in subclause (i) of this Section 6.5(a). (b) Notwithstanding the foregoing, corporationthe Seller may: (i) sell any safety products to Excluded Customers and to the third party of any Open Purchase Order or Contract that does not constitute an Acquired Asset or which constitutes an Acquired Asset but cannot be completed by the Buyer; (ii) sell safety products manufactured by the Seller or any of its subsidiaries and affiliates directly to the U.S. government or any agency thereof, partnershipprovided that the Seller advises the Buyer in writing at least five (5) days in advance of the first to occur of (A) the response of the Seller or any of its subsidiaries or affiliates to a request for a proposal for such safety products issued by the U.S. Government or agency thereof, proprietorshipor (B) the sale of such safety products by the Seller or any of its subsidiaries or affiliates to the U. S. Government or agency thereof; provided however that the Seller's obligations to give the Buyer advanced notice under this Section 6.5(b)(ii) shall be reduced to fewer than five (5) days if the Seller is required to respond to such request for proposal or the government's offer to purchase safety products within a shorter period of time) and (iii) sell to end-users safety products manufactured by the Manufacturing Subsidiaries, limited liability company or other business entity that engages but only if during each consecutive 12 month period (each an "Annual Period") in the manufacturing period beginning on the First Closing Date and ending on the fifth (5th) anniversary of nitrogen the First Closing Date, the Buyer has not purchased from the Seller or the Manufacturing Subsidiaries safety products manufactured by any of such Persons in an aggregate amount (a “Competing Business”the "Annual Minimum Purchases") equal to not less than 90% of Last Year's Sales as such term is defined in Section 2.3(c)(i) hereof and as such amount is set forth on the Valuation Statement, unless the Buyer's failure is occasioned by the Seller's and the Manufacturing Subsidiaries' failure to have available for sale to the Buyer sufficient quantities of those products of the type included in subclauses (a); provided, however(g), (h), (i) that and (k) of the restrictions contained definition Inventory. In making its purchase from the Seller as and the Manufacturing Subsidiaries' provided in this Section 5.12 shall the preceding sentence, with respect to each Annual Period the Buyer will endeavor to purchase not restrict the ownership by Seller, its Subsidiaries, directly or indirectly, of less than 240% of the outstanding capital stock Annual Minimum Purchases during the first six months of each Annual Period and 60% of the Annual Minimum Purchases during the first nine months of each Annual Period; provided that any publicly traded company engaged safety products manufactured by the Seller or the Manufacturing Subsidiaries which the Buyer purchases from the Seller or the Manufacturing Subsidiaries on or after December 10, 1998, shall be credited towards the satisfaction of the foregoing conditions for the first Annual Period. (c) Notwithstanding anything herein to the contrary, in addition to any other remedy of the Seller under this Agreement, if the Buyer fails to purchase the Accounts Receivable as provided herein or to pay the Excess Inventory Amount, the obligations of the Seller and the Manufacturing Business under this Section 6.5 shall terminate; provided that prior to the termination of the obligations of the Seller and the Manufacturing Business under this Section 6.5, the Seller shall notify the Buyer in writing and the Buyer shall have a Competing Business, period of 30 days from and after the receipt of such notice to cure. Any good faith dispute among the Parties regarding the amount of the Accounts Receivable to be purchased by the Buyer pursuant to the terms of this Agreement shall be resolved by the Parties hereto prior to the termination of the obligations under this Section 6.5. (iid) it shall not be If the final judgment of a violation court of competent jurisdiction declares that any term or provision of this Section 5.12 6.5 is invalid or unenforceable, the Parties agree that the court making the determination of invalidity or unenforceability shall have the power to operate a Competing Business that has been acquired by such Personreduce the scope, provided that such Competing Business accounted for less than 10% duration, or area of the net revenues term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the total business acquired invalid or unenforceable term or provision and such Competing Business is sold within 12 months of such acquisition, (iii) nothing herein contained this Agreement shall be construed to prevent Seller or its Affiliates from acquiring or merging with any business, Person or entity fifty percent (50%) or more enforceable as so modified after the expiration of whose consolidated revenues for the most recently completed fiscal year prior to such acquisition were derived from businesses other than a Competing Business and, in such case, continuing to operate such Competing Business, (iv) nothing herein contained shall time within which the judgment may be construed to prevent Seller or its Affiliates from being acquired (through a merger or otherwise) by any business, Person or entity (a “Potential Acquirer”) who operates a Competing Business and who after such acquisition continues to operate a Competing Business so long as Seller and its direct subsidiaries do not operate a Competing Business and (v) that this Section 5.12 shall not apply to, prohibit or in anyway inhibit the Seller or its Subsidiaries from owning or operating its facility in North Bend, Ohio; provided, further that nothing in Section 5.12 shall prohibit the Seller or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer in the Ordinary Course of Businessappealed.

Covenant Not to Compete. Seller C&A covenants and agrees that, during for the 3-year period immediately following commencing on the Closingdate hereof and ending on the seventh anniversary after the date hereof (the "Restrictive Period"), Seller C&A shall not not, and shall cause its Subsidiaries, direct and indirect Subsidiaries not to, within those countries set forth in Section 5.12 of the Company Disclosure Schedule, engageTerritory (hereinafter defined), directly or indirectly, in or directly or indirectly acquireown, any ownership interest manage, operate, control, participate in, give advice to, loan money to, be connected in any firmmanner with or allow its name to be used in connection with any business which designs, corporation, partnership, proprietorship, limited liability company manufactures or sells in the Territory any products which are in direct competition with carpeting or other business entity that engages floor coverings for installation in the manufacturing of nitrogen buildings or other structures (such as stadiums) or parking blocks, but excluding mats whether or not used in buildings (a “Competing Business”"Competitive Activity"); provided, however, provided that (i) that the restrictions contained nothing in this Section 5.12 1(a) shall not restrict or prevent in any -------- manner C&A or its Subsidiaries from engaging in any business or related activity in which it is engaged on the ownership by Seller, date hereof (C&A acknowledging that neither it nor any of its Subsidiaries, directly or indirectly, of less than 2% of the outstanding capital stock of any publicly traded company Subsidiaries is so engaged in a Competing BusinessCompetitive Activity), (ii) it shall not be a violation of nothing in this Section 5.12 to operate a Competing Business that has been acquired by such Person, provided that such Competing Business accounted for less than 10% of the net revenues of the total business acquired and such Competing Business is sold within 12 months of such acquisition, (iii1(a) nothing herein contained shall be construed to prevent Seller or its Affiliates from acquiring or merging with any business, Person or entity fifty percent (50%) or more of whose consolidated revenues for the most recently completed fiscal year prior to such acquisition were derived from businesses other than a Competing Business and, in such case, continuing to operate such Competing Business, (iv) nothing herein contained shall be construed to prevent Seller or its Affiliates from being acquired (through a merger or otherwise) by any business, Person or entity (a “Potential Acquirer”) who operates a Competing Business and who after such acquisition continues to operate a Competing Business so long as Seller and its direct subsidiaries do not operate a Competing Business and (v) that this Section 5.12 shall not apply to, prohibit or in anyway inhibit the Seller restrict C&A or its Subsidiaries from owning or operating its facility acquiring after the second anniversary after the date hereof an entity which prior to and after such acquisition is engaged in North Benda Competitive Activity so long as C&A is in compliance in all material respects with the provisions of paragraphs (b), Ohio; provided(c)(i) and (d) of this Section 1, further that nothing in Section 5.12 shall prohibit the Seller or and (iii) C&A and its Subsidiaries from buyingmay maintain and/or undertake purely passive investments in companies engaged in a Competitive Activity so long as the aggregate interest represented by such investments does not exceed (A) 3% of any class of the outstanding debt or equity securities of any such company, selling, trading or hedging natural gas, nitrogen or fertilizer in the Ordinary Course case of Business.a company whose shares are listed on a national securities exchange or the NASDAQ National Market System, or (B) 1% of any class of the outstanding debt or equity securities in the case of any other company. Territory means: (i) the United States (ii) the United States and Canada (iii) the United States, Canada and the United Kingdom (iv) North America and the United Kingdom (v) North America, South America and the United Kingdom (vi) North America, South America and Europe (vii) North America, South America, Europe and Asia (viii) North America, South America, Europe, Asia and Africa (ix) Worldwide

Covenant Not to Compete. Seller agrees GMI and GMO covenant and agree that, during contingent upon the 3-year Closing of the transactions contemplated by the Asset Purchase Agreement, for a period immediately following beginning on the date of Closing and ending on the seventh anniversary date of Closing, Seller shall not and shall cause its Subsidiaries, not to, within those countries set forth in Section 5.12 of the Company Disclosure Schedule, engage, directly or indirectly, in or neither GMI nor any entity which it controls (such entity herein referred to as a "Gander Mountain Subsidiary") will directly or indirectly acquire(whether as principal, any ownership interest in any firmagent, corporationindependent contractor, partnershipstockholder, proprietorshiprepresentative, limited liability company trustee, partner or otherwise) own, manage, operate, control, participate in, perform services for, or otherwise carry on, a direct marketing business involving the sale of hunting, fishing or camping equipment and other outdoor sporting and recreational goods, apparel and services ("Goods and Services") through paper or other business entity that engages tangible catalogs, electronic catalogs or other electronic media, including specifically but without limitation, the Internet, telemarketing or any other direct marketing method or use the Trademarks in connection with any of said activities (the manufacturing of nitrogen (a “Competing "Direct Marketing Business”"); provided, however, (i) that that, notwithstanding the restrictions contained in this Section 5.12 foregoing, the following activities shall be permitted and shall not restrict the ownership by Seller, its Subsidiaries, directly or indirectly, of less than 2% constitute violations of the outstanding aforesaid covenants: (a) Gander Mountain and its Subsidiaries may own not in excess of 5% in the aggregate of any class of capital stock of any corporation if such stock is publicly traded company engaged so long as neither Gander Mountain nor any Gander Mountain Subsidiary has any other relationship with such corporation of the type specified above; and (b) during the ninety-day period after and beginning on the date of the Asset Purchase Agreement (the "Wind-Up Period"), Gander Mountain may engage in a Competing Businessthe sale of all inventory of the Catalog Division not sold to Cabela's and on hand as of the date of the Asset Purchase Agreement or received thereafter under purchase orders pursuant to letters of credit outstanding on the date thereof ("Letter of Credit Orders") (collectively, the "Retained Inventory") through (i) paper mail order liquidation catalogs and flyers and (ii) catalogs mailed prior to the date of the Asset Purchase Agreement. Cabela's agrees that Gander Mountain shall be entitled to use the inbound 800 telephone numbers included as part of the Purchased Assets in connection with such sales but for no other purpose during the Wind-Up Period, and Gander Mountain shall pay its costs of such usage. Gander Mountain agrees that no inventory of the retail store division of Gander Mountain ("Retail Store Inventory") shall be used to fill orders received through such catalogs or flyers. During the Wind-Up Period, Gander Mountain agrees not to purchase any new inventory, other than Letter of Credit Orders open at the date of signing the Asset Purchase Agreement, to fill orders received through such catalogs or flyers. During the Wind-Up Period, Gander Mountain shall promptly provide to Cabela's any requests for catalogs received by Gander Mountain during the Wind-Up Period and shall refer to Cabela's the portion of any order received during the Wind-Up Period which Gander Mountain cannot fill. After the Wind-Up Period, Gander Mountain shall not fill any more orders generated through any Direct Marketing Business out of Retained Inventory or Retail Store Inventory. Notwithstanding anything in this Section 1, it is understood that Gander Mountain's obligations during the Wind-Up Period shall not begin until the Closing Date. It is understood that communications incidental to the conduct of Gander Mountain's business of selling Goods and Services at its retail stores shall not be deemed to constitute such business as a violation Direct Marketing Business if the aggregate net sales of this Section 5.12 Gander Mountain attributable to operate such communications for a Competing Business that has been acquired by such Person, provided that such Competing Business accounted for less than 10fiscal year which are not made to customers physically present on the premises of the retail stores ("Off-Premises Sales") do not exceed 1% of the aggregate net revenues sales for such year made to customers physically present on such premises ("On-Premises Sales"). Within ninety days after the end of each fiscal year, Gander Mountain shall report to Purchaser the total business acquired On-Premises Sales and such Competing Business is sold within 12 months the Off-Premises Sales during the previous fiscal year and shall provide Purchaser reasonable evidence or means of verification of such acquisition, (iii) nothing herein contained shall be construed to prevent Seller or its Affiliates from acquiring or merging with any business, Person or entity fifty percent (50%) or more of whose consolidated revenues for the most recently completed fiscal year prior to such acquisition were derived from businesses other than a Competing Business and, in such case, continuing to operate such Competing Business, (iv) nothing herein contained shall be construed to prevent Seller or its Affiliates from being acquired (through a merger or otherwise) by any business, Person or entity (a “Potential Acquirer”) who operates a Competing Business and who after such acquisition continues to operate a Competing Business so long as Seller and its direct subsidiaries do not operate a Competing Business and (v) that this Section 5.12 shall not apply to, prohibit or in anyway inhibit the Seller or its Subsidiaries from owning or operating its facility in North Bend, Ohio; provided, further that nothing in Section 5.12 shall prohibit the Seller or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer in the Ordinary Course of Businessinformation.

Covenant Not to Compete. Seller The Executive acknowledges and agrees thatwith the Company that during the course of the Executive's employment with the Company, the Executive has had and will continue to have the opportunity to develop relationships with existing employees, customers and other business associates of the Company and the Subsidiaries, which relationships constitute goodwill of the Company, and the Executive acknowledges and agrees that the Company would be irreparably damaged if the Executive were to take actions that would damage or misappropriate such goodwill. The Executive acknowledges that the Company and its Subsidiaries currently engages throughout the United States (the "Territory"), the business of the development, sale, marketing and administration of life insurance, annuities and extended care insurance products (the "Subject Business"). Accordingly, during the 3-year period immediately following the Closing, Seller shall not and shall cause its Subsidiaries, not to, within those countries set forth in Section 5.12 term of the Executive's employment with the Company Disclosure Scheduleand (i) prior to a Change of Control, engagethe balance of the term of this Agreement under paragraph 2 as if no termination of employment occurred but notice of termination of the automatic extension was given either by the Executive or the Company on the Termination Date, or (ii) after a Change in Control, one year after the Termination Date (the "Noncompete Period"), the Executive shall not, directly or indirectly, enter into, engage in, assist, give or lend funds to or otherwise finance, be employed by or consult with, or have a financial or other interest in, any business which engages in the Subject Business, whether for or by himself or as an independent contractor, agent, stockholder, partner or joint venturer for any other person, provided that the aggregate ownership by the Executive of no more than two percent of the outstanding equity securities of any person, which securities are traded on a national or foreign securities exchange, quoted on the Nasdaq Stock Market or other automated quotation system or, in the case of the Company, of no more than ten percent of the Company's outstanding equity securities shall not be deemed to be giving or lending funds to, otherwise financing or having a financial interest in a competitor. In the event that any person in which the executive has any financial or other interest directly or indirectly acquire, any ownership interest in any firm, corporation, partnership, proprietorship, limited liability company or other business entity that engages enters into the Subject Business in the manufacturing Territory during the Noncompete Period, the Executive shall divest all of nitrogen his interest (other than any amount permitted under this paragraph) in such person within 30 days after such person enters into the Subject Business in the Territory. If the Termination Date is before a “Competing Business”Change in Control and the Executive is entitled to severance under paragraph 4(f); provided, howeverthe Executive may, (iat Executive's option, reduce the Noncompete Period if Executive agrees to forego the severance benefits under paragraph 4(f)(i) that the restrictions contained in this Section 5.12 shall not restrict the ownership by Seller, its Subsidiaries, directly or indirectly, of less than 2% of the outstanding capital stock of any publicly traded company engaged in a Competing Business, and (ii) it shall for the period that Executive elects to shorten the Noncompete Period except that the Noncompete Period may not be a violation of this Section 5.12 shortened to operate a Competing Business that has been acquired by such Person, provided that such Competing Business accounted for be less than 10% of the net revenues of the total business acquired and such Competing Business is sold within 12 months of such acquisition, (iii) nothing herein contained shall be construed to prevent Seller or its Affiliates from acquiring or merging with any business, Person or entity fifty percent (50%) or more of whose consolidated revenues for the most recently completed fiscal year prior to such acquisition were derived from businesses other than a Competing Business and, in such case, continuing to operate such Competing Business, (iv) nothing herein contained shall be construed to prevent Seller or its Affiliates from being acquired (through a merger or otherwise) by any business, Person or entity (a “Potential Acquirer”) who operates a Competing Business and who after such acquisition continues to operate a Competing Business so long as Seller and its direct subsidiaries do not operate a Competing Business and (v) that this Section 5.12 shall not apply to, prohibit or in anyway inhibit the Seller or its Subsidiaries from owning or operating its facility in North Bend, Ohio; provided, further that nothing in Section 5.12 shall prohibit the Seller or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer in the Ordinary Course of Businessthree years.

Covenant Not to Compete. Seller agrees thatAs a material inducement for Buyer to enter into this Agreement, during the Munzee Owners, currently employed by Munzee, agree that for a period of three (3-year period immediately ) years following the ClosingClosing (the “Non-Competition Period”), Seller they covenant and agree that each of them shall not and shall cause its Subsidiaries, not to, within those countries set forth in Section 5.12 of the Company Disclosure Schedule, engagenot, directly or indirectlyindirectly own, in or directly or indirectly acquiremanage, operate, participate in, produce, represent, distribute and/or otherwise act on behalf of any ownership interest in any person, firm, corporation, partnership, proprietorship, limited liability company partnership or other business entity that engages in which involves location-based gaming services (the manufacturing of nitrogen “Competitive Business”) anywhere within the United States, its possessions and territories, Canada or Mexico (a collectively, the “Competing BusinessTerritory”); providedor hire any employee or former employee of Buyer, howeverthe Surviving Company or Munzee to perform services in or involving the Competitive Business, unless the individual hired shall have departed Buyer’s, the Surviving Company’s or Munzee’s employment at least twelve (i12) months prior to the hiring. The Munzee Owners further covenant and agree that during the restrictions contained Non-Competition Period, they will not directly or indirectly solicit or agree to service for their benefit or the benefit of any third-party, any of Buyer’s or the Surviving Company’s customers. Notwithstanding the foregoing, nothing in this Section 5.12 3.1 shall prohibit them from owning, managing, operating, participating in the operation of, or advising, consulting or being employed by any entity that is not restrict involved in the ownership Competitive Business, as long as such activities do not affect the responsibilities of employment at the Surviving Company or its subsidiaries. The Munzee Owners acknowledge and agree that Buyer will expend substantial time, talent, effort and money in marketing, promoting, managing, selling and otherwise exploiting the Business, in part by Seller, its Subsidiaries, directly or indirectly, virtue of less than 2% Buyer’s acquisition of the outstanding capital stock Assets pursuant to this Agreement, that Munzee Owners are all of any publicly traded company engaged the owners of Munzee, that they are receiving a substantial benefit from the transactions contemplated hereunder and that the benefit received by Buyer and the Munzee Owners in a Competing Business, (ii) it shall not agreeing to be a violation of bound by this Section 5.12 to operate 3.1 are a Competing Business that has been acquired by such Person, provided that such Competing Business accounted for less than 10% material part of the net revenues of the total business acquired and such Competing Business is sold within 12 months of such acquisition, (iii) nothing herein contained shall be construed to prevent Seller or its Affiliates from acquiring or merging with any business, Person or entity fifty percent (50%) or more of whose consolidated revenues consideration for the most recently completed fiscal year prior to such acquisition were derived from businesses other than a Competing Business and, in such case, continuing to operate such Competing Business, (iv) nothing herein contained shall be construed to prevent Seller or its Affiliates from being acquired (through a merger or otherwise) transactions contemplated by any business, Person or entity (a “Potential Acquirer”) who operates a Competing Business and who after such acquisition continues to operate a Competing Business so long as Seller and its direct subsidiaries do not operate a Competing Business and (v) this Agreement. The Parties recognize that this Section 5.12 3.1 contains conditions, covenants, and time limitations that are reasonably required for the protection of the business of the Surviving Company. If any limitation, covenant or condition shall be deemed to be unreasonable and unenforceable by a court or arbitrator of competent jurisdiction, then this Section 3.1 shall thereupon be deemed to be amended to provide for modification of such limitation, covenant and/or condition to such extent as the court or arbitrator shall find to be reasonable and such modification shall not apply toaffect the remainder of this Agreement. The Munzee Owners acknowledge that, prohibit or in anyway inhibit the Seller or its Subsidiaries from owning or operating its facility in North Bend, Ohio; provided, further that nothing in Section 5.12 shall prohibit the Seller or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer in the Ordinary Course event a Munzee Owner breaches this Agreement (the “Breaching Munzee Owner”), money damages will not be adequate to compensate Buyer for the loss occasioned by such breach. The Munzee Owners therefore consent, in the event of Businesssuch a breach, to the granting of injunctive or other equitable relief against the Breaching Munzee Owner by any court of competent jurisdiction. As additional consideration for the Munzee Owners agreeing to this Covenant Not to Compete, the Company’s two executive officers, Xxxxx Xxxxxxx and Xxxx Xxxxxxx, will enter into separate non-compete agreements with the same restrictions as listed in this Section 3.1.

Covenant Not to Compete. Seller agrees that, during the 3-year period immediately following the Closing, Seller shall not and shall cause its Subsidiaries, not to, within those countries set forth in Section 5.12 of the Company Disclosure Schedule, engage, directly or indirectly, in or directly or indirectly acquire, any ownership interest in any firm, corporation, partnership, proprietorship, limited liability company or other business entity The Employee expressly acknowledges that engages in the manufacturing of nitrogen (a “Competing Business”); provided, however, (i) that the restrictions Company is and will be engaged in the manufacture of adhesives, sealants and coatings; (ii) the Employee is one of a limited number of persons who has extensive knowledge and expertise relevant to the businesses of the Company, its Subsidiaries and their Affiliates; (iii) the Employee's performance of his services for the Company hereunder will afford him full and complete access to and cause him to become highly knowledgeable about the Company's, its Subsidiaries' and their Affiliates' Confidential Information; (iv) the agreements and covenants contained in this Section 5.12 4.5 are essential to protect the business and goodwill of the Company, its Subsidiaries and their Affiliates because, if the Employee enters into any activities competitive with the businesses of the Company, its Subsidiaries and their Affiliates, he will cause substantial harm to the Company or its Subsidiaries and Affiliates; and (v) his covenants to the Company, its Subsidiaries and their Affiliates set forth in this Section 4.5 are being made in partial consideration of the Company's grant of the Option to him. Accordingly, the Employee hereby agrees that while he is employed by the Company hereunder and for the one (1) year period thereafter (the "NON-COMPETITION PERIOD"), he shall not restrict directly or indirectly own any interest in, invest in, lend to, borrow from, manage, control, participate in, consult with, become employed by, render services to, or in any other manner whatsoever engage in, any business which is competitive with any business actively being engaged in by the ownership by SellerCompany, its SubsidiariesSubsidiaries and their Affiliates or actively (and demonstrably) being considered by the Company, directly its Subsidiaries and their Affiliates for entry into on the date of the termination of the Employment Period, within any states or indirectlygeographical regions in which any such business is being conducted or in which the Company, its Subsidiaries and their Affiliates is or are actively (and demonstrably) considering engaging in on the date of less the termination of the Employment Period. The preceding to the contrary notwithstanding, the Employee shall be free to make investments in the publicly traded securities of any corporation, provided that such investments do not amount to more than 21% of the outstanding capital stock securities of any publicly traded company engaged in a Competing Business, (ii) it shall not be a violation of this Section 5.12 to operate a Competing Business that has been acquired by such Person, provided that such Competing Business accounted for less than 10% of the net revenues of the total business acquired and such Competing Business is sold within 12 months class of such acquisition, (iii) nothing herein contained shall be construed to prevent Seller or its Affiliates from acquiring or merging with any business, Person or entity fifty percent (50%) or more of whose consolidated revenues for the most recently completed fiscal year prior to such acquisition were derived from businesses other than a Competing Business and, in such case, continuing to operate such Competing Business, (iv) nothing herein contained shall be construed to prevent Seller or its Affiliates from being acquired (through a merger or otherwise) by any business, Person or entity (a “Potential Acquirer”) who operates a Competing Business and who after such acquisition continues to operate a Competing Business so long as Seller and its direct subsidiaries do not operate a Competing Business and (v) that this Section 5.12 shall not apply to, prohibit or in anyway inhibit the Seller or its Subsidiaries from owning or operating its facility in North Bend, Ohio; provided, further that nothing in Section 5.12 shall prohibit the Seller or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer in the Ordinary Course of Businesscorporation.

Covenant Not to Compete. For a period commencing on the Closing Date and ending on the third anniversary of the Closing Date, the Parent, the Seller agrees that, during and their respective Subsidiaries (whether now existing or hereafter acquired or created and for so long as the 3-year period immediately following Seller and such Subsidiaries remain as Subsidiaries of the Closing, Seller Parent) shall not and shall cause its Subsidiaries, not to, within those countries set forth in Section 5.12 of the Company Disclosure Schedule, engage, directly or indirectly, in or directly or indirectly acquire, any ownership interest engage in any firm, corporation, partnership, proprietorship, limited liability company or other geographical area in any business entity of the same type as that engages conducted by any of the Businesses as of the Closing Date in the manufacturing of nitrogen that geographical area (a “"Competing Business”"); provided, however, (i) that the restrictions contained in this Section 5.12 foregoing shall not restrict prohibit (a) the ownership by Sellerthe Parent, its Subsidiaries, directly the Seller or indirectly, any of their respective Subsidiaries (whether now existing or hereafter acquired or created) of less than 25% of the outstanding capital stock of any publicly publicly-traded company corporation engaged in a Competing Business, (b) activities by the Parent, the Seller or their respective Affiliates that were existing activities of the Parent, the Seller or their respective Affiliates as of the Closing Date other than activities of the Businesses, (c) providing services similar to the services provided by the Businesses to only the Parent, the Seller and their Affiliates, provided, that the Parent and the Seller hereby represent that the Parent, the Seller or any Affiliate thereof does not, as of the date hereof or as of the Closing Date, have any current intention of providing any such services, (d) the acquisition of the Parent, the Seller or any of their Affiliates by a third party whose operations involve a Competing Business, (e) the acquisition by the Parent, the Seller or any of their Affiliates of a third party which engages in a Competing Business, provided that the primary purpose of any such acquisition referred to in this clause (e) is not the acquisition of such Competing Businesses, and provided further that such Competing Business referred to in this clause (e) either (i), together with the revenues for any prior acquisition exempted from the provisions of this Section 8.06 by this clause (e)(i), accounts for less than U.S. $50,000,000 in revenues for the last fiscal year of such third party for which financial statements are available or (ii) is divested by the Acquiror within 270 days from the date it is acquired or (f) the Parent or any of its Affiliates acquiring any Designated Regulatory Assets pursuant to subsection (a) of Section 8.05; provided, however, that if significant progress has been made and is continuing with respect to such divestiture by the end of such period, the period shall not be extended at the request of the Parent for an additional ninety (90) days. If the final judgment of a Court of competent jurisdiction declares that any term or provision of this Section 8.06 is invalid or unenforceable, the parties agree that the Court making the determination of invalidity or HALLIBURTON COMPANY AGREEMENT AND PLAN OF RECAPITALIZATION 44 51 unenforceability shall have the power to reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid and unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed. The Parent and the Seller acknowledge that the provisions of this Section 8.06 are reasonable in time and scope and necessary to protect the legitimate interests of the Acquiror and each Buyer and that any violation of this Section 5.12 8.06 will result in irreparable injury to operate a Competing Business the Acquiror, each Buyer and to the Businesses, the exact amount of which will be difficult to ascertain, and that has been the remedies at law for any such violation would not be reasonable or adequate compensation to the Acquiror, the Buyers and the Businesses. Accordingly, the Parent and the Seller agree that, if any of them or any of their Subsidiaries (whether now existing or hereafter acquired by such Personor created) violates this Section 8.06, provided that such Competing Business accounted for less than 10% the Acquiror, any of the net revenues Buyers and the members of each Company Group (following consummation of the total business acquired and such Competing Business is sold within 12 months of such acquisition, (iiitransactions contemplated hereby) nothing herein contained shall be construed to prevent Seller or its Affiliates from acquiring or merging with any business, Person or entity fifty percent (50%) or more of whose consolidated revenues for the most recently completed fiscal year prior to such acquisition were derived from businesses other than a Competing Business andentitled, in such case, continuing addition to operate such Competing Business, (iv) nothing herein contained shall any other remedy that may be construed to prevent Seller or its Affiliates from being acquired (through a merger or otherwise) by any business, Person or entity (a “Potential Acquirer”) who operates a Competing Business and who after such acquisition continues to operate a Competing Business so long as Seller and its direct subsidiaries do not operate a Competing Business and (v) that this Section 5.12 shall not apply to, prohibit available at law or in anyway inhibit equity, to specific performance and injunctive relief, without posting bond or other security and without the Seller or its Subsidiaries from owning or operating its facility in North Bend, Ohio; provided, further that nothing in Section 5.12 shall prohibit the Seller or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer in the Ordinary Course necessity of Businessproving actual damages.

Covenant Not to Compete. Seller agrees that, during the 3-year for a period immediately of five (5) years following the ClosingClosing Date, neither Seller nor any Affiliate of Seller (any “Seller Party”) shall, without Buyer’s prior written consent, directly or indirectly, engage or participate in, or acquire an ownership interest in a Person providing, Investment Management Services anywhere in the United States in competition with the Company or the Subsidiary; provided that the foregoing shall not prohibit any Seller Party from: (i) acquiring, in the aggregate, less than a five percent (5%) equity interest in any Person which provides Investment Management Services, it being understood that a Seller Party shall not be considered to have participated in an acquisition of an aggregate interest in any such Person of five percent (5%) or more if such Seller Party (i) acquired less than a five percent (5%) interest in such Person and shall cause its Subsidiaries(ii) acted independently and without knowledge of any other Seller Party acquiring an interest in such Person whose acquired interest in such Person, not towhen added to such Seller Party’s acquired interest, within those countries set forth is less than a ten percent (10%) interest in Section 5.12 such Person and upon discovery of such aggregate interest equal to or greater than five percent (5%) Seller Party uses commercially reasonable efforts to divest the Company Disclosure Scheduleportion of such interest in excess of five percent (5%); (ii) acquiring an equity interest in any Person which provides Investment Management Services through an account or entity over which such Seller Party has no direct or indirect investment discretion or control; (iii) acquiring any equity interest in any Person that, engageamong other businesses, provides Investment Management Services; provided that (x) the annual revenue of such company or business derived from the provision of Investment Management Services is less than ten percent (10%) of such company’s annual revenues and (y) such Seller Party uses commercially reasonable efforts to divest the portion of any such acquired business providing Investment Management Services as soon as reasonably practicable; or (iv) being acquired, directly or indirectly, by any third party engaged in Investment Management Services acquires, directly or indirectly, in or directly or indirectly acquire, any ownership interest a transaction in any firm, corporation, partnership, proprietorship, limited liability company or other business entity that engages in the manufacturing of nitrogen (a “Competing Business”); provided, however, (i) that the restrictions contained in this Section 5.12 shall not restrict the ownership by Seller, its Subsidiaries, directly or indirectly, of less than 2% which such third party acquires substantially all of the outstanding capital stock of any publicly traded company engaged in assets or a Competing Business, (ii) it shall not be a violation of this Section 5.12 to operate a Competing Business that has been acquired by such Person, provided that such Competing Business accounted for less than 10% majority of the net revenues equity interests of the total business acquired and such Competing Business is sold within 12 months of such acquisition, (iii) nothing herein contained shall be construed to prevent a Seller or its Affiliates from acquiring or merging with any business, Person or entity fifty percent (50%) or more of whose consolidated revenues for the most recently completed fiscal year prior to such acquisition were derived from businesses other than a Competing Business and, in such case, continuing to operate such Competing Business, (iv) nothing herein contained shall be construed to prevent Seller or its Affiliates from being acquired (through a merger or otherwise) by any business, Person or entity (a “Potential Acquirer”) who operates a Competing Business and who after such acquisition continues to operate a Competing Business so long as Seller and its direct subsidiaries do not operate a Competing Business and (v) that this Section 5.12 shall not apply to, prohibit or in anyway inhibit the Seller or its Subsidiaries from owning or operating its facility in North Bend, Ohio; provided, further that nothing in Section 5.12 shall prohibit the Seller or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer in the Ordinary Course of BusinessParty.

Covenant Not to Compete. Purchaser and Seller agrees thatand its Related Persons agree that for a period of five (5) years commencing on the Closing Date, during the 3-year period immediately following the Closing, Seller shall not and shall cause its Subsidiaries, not toit will not, within those countries set forth in Section 5.12 of the Company Disclosure ScheduleTerritory, engage, either directly or indirectly, own, manage, operate, join, control or participate in the ownership, management, operation or directly or indirectly acquirecontrol of, any ownership interest business, whether in any firm, corporation, partnership, proprietorshipcorporate, limited liability company liability, proprietorship or other partnership form or otherwise where such business entity that engages is engaged in the manufacturing of nitrogen (a “Competing Business”); provided, however, (i) that the restrictions contained in this Section 5.12 shall not restrict the ownership if Seller or any of its Related Persons acquires by Sellermerger, its Subsidiariesstock purchase, directly asset purchase or indirectly, other form of less than 2% of the outstanding capital stock of any publicly traded company business combination or acquisition a Person that is already engaged in a Competing Business, (ii) it this Section 9.7 shall not be a violation violated if the aggregate of the annual GAAP revenues from such acquired Competing Business represent 5% or less of the total annual GAAP revenues for such year of the acquired Person, or if Seller or the relevant acquiring Related Person divests such acquired Competing Business within six months of acquiring it. The Parties hereto specifically acknowledge and agree that the foregoing covenant and agreement is made and given by Seller in connection with the sale of the Business and Company and the goodwill associated therewith and in order to protect and preserve to the Purchaser the benefit of its bargain in the purchase of Company and Business and the related goodwill, that the remedy at law for any breach of the foregoing will be inadequate, and that the Purchaser, in addition to any other relief available to it, and notwithstanding any other provision herein, shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage or posting any bond in connection with the issuance of such temporary or permanent injunction. In the event that the provisions of this Section 5.12 9.7 should ever be deemed to operate a Competing Business that has been acquired exceed the limitation provided by such Personapplicable Law, provided then the parties hereto agree that such Competing Business accounted for less than 10% of the net revenues of the total business acquired and such Competing Business is sold within 12 months of such acquisition, (iii) nothing herein contained provisions shall be construed reformed to prevent Seller or its Affiliates from acquiring or merging with any business, Person or entity fifty percent (50%) or more of whose consolidated revenues for set forth the most recently completed fiscal year prior to such acquisition were derived from businesses other than a Competing Business and, in such case, continuing to operate such Competing Business, (iv) nothing herein contained shall be construed to prevent Seller or its Affiliates from being acquired (through a merger or otherwise) by any business, Person or entity (a “Potential Acquirer”) who operates a Competing Business and who after such acquisition continues to operate a Competing Business so long as Seller and its direct subsidiaries do not operate a Competing Business and (v) that this Section 5.12 shall not apply to, prohibit or in anyway inhibit the Seller or its Subsidiaries from owning or operating its facility in North Bend, Ohio; provided, further that nothing in Section 5.12 shall prohibit the Seller or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer in the Ordinary Course of Businessmaximum limitations permitted.

Covenant Not to Compete. Seller agrees that(a) Except as provided in Sections 7.14(b) and 7.14(c) below, during the 3-year ---------------------------- Seller, MSI and each of their Affiliates agree that for the period immediately following starting on the Closing, Seller shall not Closing Date and shall cause its Subsidiaries, not to, within those countries set forth in Section 5.12 ending on the later of thirty (30) months after the Closing Date or the date of the Company Disclosure Scheduletermination of the Wafer Supply Agreement in accordance with its terms, engagenone of the Seller, MSI, or any of their Affiliates will, directly or indirectly, in any geographic area (within the United States or directly in any other country) that the Purchaser conducts business in connection with the Wafer Operation, own, manage, operate, join, control or indirectly acquireparticipate in the ownership, management, operation or control of, any ownership interest in any firmbusiness competitive with the Wafer Operation. (b) However, corporation, partnership, proprietorship, limited liability company or other business entity that engages in the manufacturing prohibition of nitrogen (a “Competing Business”); provided, however, Section 7.14(a) shall not: --------------- (i) that apply to Seller during any period when the restrictions contained Seller is in this Section 5.12 compliance with the Wafer Supply Agreement and, if applicable, purchasing the Seller Wafer Minimums; (ii) prohibit the Seller or MSI from purchasing wafers from third parties whenever (A) the Seller is in compliance with the Wafer Supply Agreement, (B) the Seller is in compliance with the R&D Services Agreement, (C) the Seller is purchasing the Seller Wafer Minimums, if applicable, and (D) --- either (1) the Seller is meeting the Seller Excluded Customers Requirements during any extension term under the Wafer Supply Agreement or (2) the Seller -- Excluded Customers Requirements are not being met due to a failure by the Purchaser to fulfill one or more of its obligations under the Wafer Supply Agreement; or -- (iii) prohibit the Seller or MSI from developing wafer fabrication processes whenever (A) the Seller is in compliance with the Wafer Supply Agreement, (B) the Seller is in compliance with the R&D Services Agreement, (C) the Seller is purchasing the Seller Wafer Minimums, if applicable, and (D) either (1) the Seller is meeting the Seller Excluded --- Customers Requirements during any extension term under the Wafer Supply Agreement or (2) the Seller Excluded Customers Requirements are not being met -- due to a failure by the Purchaser to fulfill one or more of its obligations under the Wafer Supply Agreement. (c) In addition to the limitations on the prohibitions of Sections -------- 7.14(a) put forth in subparagraph (b), the prohibitions of Sections 7.14(a) ------- ---------------- ---------------- shall not restrict terminate: (i) upon the ownership by Seller, its Subsidiaries, directly or indirectly, of less than 2% of the outstanding capital stock effective date of any publicly traded company merger or consolidation in which the acquiring entity was engaged in a Competing Businessbusiness in competition with the Wafer Operation prior to such effective date and in which the shareholders of the Seller of MSI, as the case may be, immediately prior to such merger or consolidation did not own more than fifty percent (50%) of the voting securities --- of the surviving entity; or (ii) it shall not be a violation of this Section 5.12 to operate a Competing Business that has been acquired by such Person, provided that such Competing Business accounted for less than 10% upon the effective date of the net revenues sale of the total business acquired and such Competing Business is sold within 12 months of such acquisition, (iii) nothing herein contained shall be construed to prevent Seller or its Affiliates from acquiring or merging with any business, Person or entity fifty percent (50%) or more of whose consolidated revenues for the most recently completed fiscal year prior to such acquisition were derived from businesses other than a Competing Business and, in such case, continuing to operate such Competing Business, (iv) nothing herein contained shall be construed to prevent Seller or its Affiliates from being acquired (through a merger or otherwise) by any business, Person or entity (a “Potential Acquirer”) who operates a Competing Business and who after such acquisition continues to operate a Competing Business so long as Seller and its direct subsidiaries do not operate a Competing Business and (v) that this Section 5.12 shall not apply to, prohibit or in anyway inhibit voting securities of the Seller or its Subsidiaries from owning or operating its facility MSI, as the case may be, to a Person that was engaged in North Benda business in competition with the Wafer Operation prior to the effective date of such sale. (d) The Seller acknowledges and agrees that the geographic scope of this covenant is reasonable. The Parties specifically acknowledge and agree that the remedy at law for any breach of this Section 7.14 will be inadequate ------------ and that the Purchaser, Ohio; providedin addition to any other relief available to it, further shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage. If the provisions of this Section 7.14 should ever be ------------ deemed to exceed the limitation provided by applicable law, then the Parties agree that such provisions shall be reformed to set forth the maximum limitations permitted. Notwithstanding anything in this Section 7.14 to the ------------ contrary, nothing in this Section 5.12 7.14 shall prohibit be deemed to excuse or release the ------------ Seller or MSI from performing all of their obligations under this Agreement, the Wafer Supply Agreement, or the Seller or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer in the Ordinary Course of BusinessTransaction Documents.

Covenant Not to Compete. Seller agrees that, during the 3-year (a) For a period immediately following of four years from and after the Closing, the Seller agrees that it and Transamerica Finance Corporation shall not not, and they shall cause its Subsidiaries, their respective Subsidiaries not to, within those countries set forth in Section 5.12 of the Company Disclosure Schedule, engage, directly or indirectly, in or engage directly or indirectly acquire, any ownership interest in any firm, corporation, partnership, proprietorship, limited liability company or other business entity that engages competes with the Business as it is conducted as of the Closing in the manufacturing of nitrogen North America (a “Competing "Competitive Business”"); provided, however, that the foregoing will not preclude Seller, Transamerica Finance Corporation or their respective Subsidiaries from engaging and continuing to engage in any businesses or activities in which they shall be engaged immediately after the Closing, including (i) that Seller's tank chassis leasing business (which is currently under contract to be sold) and (ii) the restrictions contained provision and marketing of direct financing leases or full payout leases or installment loans relating to trailers, domestic containers and chassis (where a direct financing lease shall mean a lease in this Section 5.12 which the lessee has a purchase option to acquire the equipment subject to such lease at the end of the lease term). Seller and Transamerica Finance Corporation shall not restrict the ownership by Seller, request that Aegon or any of its SubsidiariesSubsidiaries fund an initiative that is managed, directly or indirectly, of less than 2% of the outstanding capital stock of any publicly traded company engaged by Seller or Transamerica Finance Corporation to engage in a Competing BusinessCompetitive Business or assist Aegon or any of its Subsidiaries in engaging in a Competitive Business during the four-year period described above. (b) Notwithstanding the provisions of Section 6.19(a), (iii) it shall Seller, Transamerica Finance Corporation and their respective Subsidiaries may invest as passive investors owning not be a violation of this Section 5.12 to operate a Competing Business that has been acquired by such Person, provided that such Competing Business accounted for less more than 10% of the net revenues outstanding shares of any class of securities of any corporation that is engaged in any Competitive Business having a class of securities registered pursuant to the Securities Exchange Act of 1934, so long as neither Seller nor any of its Subsidiaries in any way, either directly or indirectly, manages or exercises control over any such corporation or otherwise takes any part in any of its businesses, other than exercising its rights as a shareholder, and (ii) Seller and its Subsidiaries shall not be prohibited from acquiring a Person engaged in a Competitive Business together with other lines of business if (A) not more than 20% of the total business value of the acquired Person's assets (measured by the most current financial statements published by the acquired Person in the ordinary course of business) relates to the Competitive Business, and (B) such Competing Competitive Business is sold within 12 months of such acquisition, (iii) nothing herein contained shall be construed to prevent divested by Seller or its Affiliates from acquiring Subsidiary, as applicable, within six months of its purchase. (c) The provisions of the covenant contained in Section 6.19(a) shall be deemed to be a separate covenant in each of the states, cities, counties, or merging with other political subdivisions of the United States and in foreign countries. The parties acknowledge and agree that the time, scope, and other provisions of Section 6.19 (a) have been specifically negotiated by sophisticated, commercial parties and specifically hereby agree that such time, scope and other provisions are reasonable under the circumstances. The parties further agree that if, at any businesstime, Person despite the express agreement of the parties, a court of competent jurisdiction holds that any portion of Section 6.19(a) is unenforceable because any of the restrictions therein are unreasonable, or entity fifty percent (50%) for any other reason, such decision shall not affect the validity or more enforceability of whose consolidated revenues any of the other provisions of this Agreement, and the maximum restrictions of time or scope reasonable under the circumstances, as determined by such court, will be substituted for any such restrictions which are held unenforceable. In the most recently completed fiscal year prior event of a breach by any party of any of the provisions of Section 6.19(a), the parties acknowledge that such breach may cause irreparable damage to Purchaser, the exact amount of which may be difficult to ascertain, and the remedies at law for any such acquisition were derived from businesses other than a Competing Business andbreach may be inadequate. Accordingly, the Purchaser may be entitled, in addition to any other rights or remedies existing in their favor, to seek specific performance and injunctive relief in order to enforce or prevent breach of any such case, continuing to operate such Competing Business, (iv) nothing herein contained shall be construed to prevent Seller or its Affiliates from being acquired (through a merger or otherwise) by any business, Person or entity (a “Potential Acquirer”) who operates a Competing Business and who after such acquisition continues to operate a Competing Business so long as Seller and its direct subsidiaries do not operate a Competing Business and (v) that this Section 5.12 shall not apply to, prohibit or in anyway inhibit the Seller or its Subsidiaries from owning or operating its facility in North Bend, Ohio; provided, further that nothing in Section 5.12 shall prohibit the Seller or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer in the Ordinary Course of Businessprovisions.

Covenant Not to Compete. Seller The Executive recognizes that Invatec and the Companies and subsidiaries of Invatec (for purposes of this Section 10 collectively referred to as "Invatec") have business good will and other legitimate business interests which must be protected in connection with and in addition to the Information. In consideration for access to the Information, the acquisition by Invatec of the Companies and the performance of its covenants under the Stock Purchase Agreement, the specialized training and instruction which Invatec will provide, Invatec's agreement to employ the Executive on the terms and conditions set forth herein, and the promotion and advertisement by Invatec of Executive's skill, ability and value in Invatec's business, the Executive agrees that, upon the receipt of notice from Invatec of the exercise of its option to enforce this Section 10 covenant and agreement to pay to the Executive Sixty-five Thousand Dollars ($65,000.00), in equal monthly amounts in arrears over the eighteen month term of this covenant, the Executive will not, during the 3-year period immediately following term ending eighteen (18) months after the Closingdate Executive's employment is terminated, Seller shall not and shall cause its Subsidiaries, not to, within those countries set forth in Section 5.12 without the prior written consent of the Company Disclosure ScheduleInvatec, engage, directly or indirectly, in or directly or indirectly acquire, any ownership interest in any firm, corporation, partnership, proprietorship, limited liability company or other business entity that engages is engaged in the manufacturing sale and/or repair of nitrogen industrial valves and related services within a 100 mile radius of any office in which Invatec does business (a “Competing Business”determined as of such termination); provided. Invatec's notice of the exercise of its option to enforce this Section 10 covenant and agreement to pay Executive the amount specified above shall be given no less than thirty (30) days after the effective date of termination of Executive's employment. It is mutually understood and agreed that if any of the provisions relating to the scope, however, (i) that the restrictions contained time or territory in this Section 5.12 shall not restrict 10 are more extensive than is enforceable under applicable laws or are broader than necessary to protect the ownership good will and legitimate business interests of Invatec, then the Parties agree that they will reduce the degree and extent of such provisions by Seller, its Subsidiaries, directly or indirectly, whatever minimal amount is necessary to bring such provisions within the ambit of less than 2% enforceability under applicable law. The Parties acknowledge that the remedies at law for breach of Executive's covenants contained in Sections 6 and 12 of the outstanding capital stock of any publicly traded company engaged in a Competing BusinessAgreement are inadequate, (ii) it shall not be a violation of this Section 5.12 to operate a Competing Business and they agree that has been acquired by such Person, provided that such Competing Business accounted for less than 10% of the net revenues of the total business acquired and such Competing Business is sold within 12 months of such acquisition, (iii) nothing herein contained Invatec shall be construed entitled, at its election, to prevent Seller injunctive relief (without the necessity of posting bond against such breach or its Affiliates from acquiring attempted breach), and to specific performance of said covenants in addition to any other remedies at law or merging with any business, Person or entity fifty percent (50%) or more of whose consolidated revenues for the most recently completed fiscal year prior equity that may be available to such acquisition were derived from businesses other than a Competing Business and, in such case, continuing to operate such Competing Business, (iv) nothing herein contained shall be construed to prevent Seller or its Affiliates from being acquired (through a merger or otherwise) by any business, Person or entity (a “Potential Acquirer”) who operates a Competing Business and who after such acquisition continues to operate a Competing Business so long as Seller and its direct subsidiaries do not operate a Competing Business and (v) that this Section 5.12 shall not apply to, prohibit or in anyway inhibit the Seller or its Subsidiaries from owning or operating its facility in North Bend, Ohio; provided, further that nothing in Section 5.12 shall prohibit the Seller or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer in the Ordinary Course of BusinessInvatec.

Covenant Not to Compete. Seller agrees that, during During the 3-year period immediately following commencing on the ClosingClosing Date and continuing until the third anniversary of the Closing Date (the "NONCOMPETITION PERIOD"), Seller shall not (and shall cause its Subsidiaries, each Noncompetition Party (as defined below) not to, within those countries set forth in Section 5.12 of the Company Disclosure Schedule, engage), directly or indirectlyindirectly own, manage, operate or control any business in or directly or indirectly acquire, any ownership interest in any firm, corporation, partnership, proprietorship, limited liability company or other competition with the business entity that engages in activities conducted by the manufacturing of nitrogen Business on the Closing Date (a “Competing Business”"COMPETITIVE BUSINESS"); provided, however, that the foregoing covenants shall not prohibit, or be interpreted as prohibiting, any Noncompetition Party from: (a) continuing anywhere in the world in any type of business conducted by any Noncompetition Party on the date hereof, which is not part of the Business (Seller hereby acknowledging that, on the date hereof, it conducts no Competitive Business anywhere in the world); (b) entering into any relationship with a person or entity not owned, managed, operated or controlled by any Noncompetition Party for purposes primarily unrelated to a Competitive Business; (c) making equity investments in publicly owned companies which conduct a Competitive Business, provided such investments do not result in ownership of more than 5% of any such Competitive Business by any Noncompetition Party; or (d) acquiring any person or entity which conducts a Competitive Business if either: (i) that in the restrictions contained in this Section 5.12 shall not restrict the ownership by Seller, its Subsidiaries, directly or indirectly, of less than 2% of the outstanding capital stock of any publicly traded company engaged in a Competing Business, (ii) it shall not be a violation of this Section 5.12 to operate a Competing Business that has been acquired by such Person, provided that such Competing Business accounted for less than 10% of the net revenues of the total business acquired and such Competing Business is sold within 12 months of such acquisition, (iii) nothing herein contained shall be construed to prevent Seller or its Affiliates from acquiring or merging with any business, Person or entity fifty percent (50%) or more of whose consolidated revenues for the most recently completed fiscal calendar year prior to such acquisition were derived acquisition, the revenues of such person or entity from businesses other its Competitive Business do not constitute more than 15% of the total revenues of such person or entity; or (ii) the applicable Noncompetition Party promptly commences and thereafter completes the total divestiture of such Competitive Business not later than 12 months after such acquisition. For purposes of the Agreement, "NONCOMPETITION PARTY" means each of Seller and any direct or indirect majority-owned subsidiaries of Seller while (but only while) such entity is a Competing Business and, in such case, continuing direct or indirect majority-owned subsidiary of Seller. Seller shall use reasonable efforts to operate such Competing Business, (iv) nothing herein contained shall be construed to prevent Seller or cause each of its Affiliates from being acquired (through to be bound by the provisions of this Section 10.3 as if it were a merger or otherwise) by any business, Person or entity (a “Potential Acquirer”) who operates a Competing Business and who after such acquisition continues to operate a Competing Business Noncompetition Party for so long as Seller and its direct subsidiaries do not operate a Competing Business and (v) that this Section 5.12 shall not apply to, prohibit or in anyway inhibit the Seller or its Subsidiaries from owning or operating its facility in North Bend, Ohio; provided, further that nothing in Section 5.12 shall prohibit the Seller or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer in the Ordinary Course such Affiliate remains an Affiliate of BusinessSeller.

Covenant Not to Compete. Seller agrees The Executive hereby understands and acknowledges that, by virtue of his position with the Bancorp and the Bank, he has obtained advantageous familiarity and personal contacts with Customers and Prospective Customers, wherever located, and the business, operations, and affairs of the Bancorp and the Bank. Accordingly, during the 3-term of this Agreement and, except as provided in subparagraph (b) of this Section 15, for a period of one (1) year period immediately following the Closingtermination of his employment with the Bancorp and the Bank (including but not limited to by reason of retirement) (“Restriction Period”), Seller shall not and shall cause its Subsidiaries, not to, within those countries set forth in Section 5.12 other than a termination of the Company Disclosure ScheduleExecutive’s employment with the Bancorp and the Bank following a Change in Control, engagethe Executive shall not, directly or indirectly, in except as agreed to by duly adopted resolution of the Bank Board: (a) as owner, officer, director, stockholder, investor, proprietor, organizer, employee, agent, representative, consultant, independent contractor, or directly or indirectly acquireotherwise, any ownership interest in any firm, corporation, partnership, proprietorship, limited liability company or other business entity that engages engage in the manufacturing same trade or business as the Bancorp and the Bank, in the same or similar capacity as the Executive worked for the Bancorp and the Bank, or in such capacity as would cause the actual or threatened use of nitrogen (a “Competing Business”)the Bancorp’s or the Bank’s trade secrets and/or Confidential Information; provided, however, that this subsection (ia) shall not restrict the Executive from acquiring, as a passive investment, less than five percent (5%) of the outstanding securities of any class of an entity that are listed on a national securities exchange or actively traded in the over-the-counter market. The Executive acknowledges and agrees that, given the level of trust and responsibility given to him while in the Bancorp’s and the Bank’s employ, and the level and depth of trade secrets and Confidential Information entrusted to him, any immediately subsequent employment with a competitor would result in the inevitable use or disclosure of the Bancorp’s and the Bank’s trade secrets and Confidential Information and, therefore, the duration of this year restriction is reasonable and necessary to protect against such inevitable disclosure; or (b) offer to provide employment or work of any kind (whether such employment is with the Executive or any other business or enterprise), either on a full-time or part-time or consulting basis, to any person who then currently is an employee of the Employer. The restrictions on the activities of the Executive contained in this Section 5.12 shall not restrict the ownership by Seller, its Subsidiaries, directly or indirectly, of less than 2% of the outstanding capital stock of any publicly traded company engaged in a Competing Business, (ii) it shall not be a violation of this Section 5.12 to operate a Competing Business that has been acquired by such Person, provided that such Competing Business accounted for less than 10% of the net revenues of the total business acquired and such Competing Business is sold within 12 months of such acquisition, (iii) nothing herein contained 15 shall be construed limited to prevent Seller or its Affiliates from acquiring or merging with any businessthe following geographical areas: Bucks County, Person or entity fifty percent (50%) or more of whose consolidated revenues for the most recently completed fiscal year prior to such acquisition were derived from businesses other than a Competing Business andPennsylvania, in such caseas well as Burlington, continuing to operate such Competing BusinessCamden and Gloucester Counties, (iv) nothing herein contained shall be construed to prevent Seller or its Affiliates from being acquired (through a merger or otherwise) by any business, Person or entity (a “Potential Acquirer”) who operates a Competing Business and who after such acquisition continues to operate a Competing Business so long as Seller and its direct subsidiaries do not operate a Competing Business and (v) that this Section 5.12 shall not apply to, prohibit or in anyway inhibit the Seller or its Subsidiaries from owning or operating its facility in North Bend, Ohio; provided, further that nothing in Section 5.12 shall prohibit the Seller or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer in the Ordinary Course of BusinessNew Jersey.

Covenant Not to Compete. Seller agrees that(a) In consideration of the mutual covenants provided for in this Agreement and the other Transaction Documents and other good and valuable consideration (the sufficiency of which consideration is hereby acknowledged), during the 3-period beginning on the Closing Date and ending on the third year period immediately following anniversary of the ClosingClosing Date, Seller Weyerhaeuser Canada and Weyerhaeuser Saskatchewan shall not and shall cause its Subsidiaries, not to, within those countries set forth in Section 5.12 of the Company Disclosure Schedule, engage, directly or indirectly, engage in activities or directly businesses, or indirectly acquireestablish any new businesses, any ownership interest within North America that are substantially in any firm, corporation, partnership, proprietorship, limited liability company or other business entity that engages competition with the uncoated free sheet operations (including uncoated free sheet converting operations) and the forms operations included in the manufacturing of nitrogen Newco Business as conducted on the Closing Date (a “Competing BusinessCompetitive Activities”); provided, however, that: (i) that the restrictions contained in this Section 5.12 7.02(a) shall be deemed not restrict breached as a result of the ownership by Seller, its SubsidiariesWeyerhaeuser Canada and Weyerhaeuser Saskatchewan of: (A) any other securities (other than 20% or more of stock having general voting power in the election of directors (or securities exchangeable for such stock) of a Person (other than a subsidiary of Weyerhaeuser Canada or Weyerhaeuser Saskatchewan) engaged, directly or indirectly, in Competitive Activities; or (B) any securities or a Person (other than a subsidiary of less than 2% of Weyerhaeuser Canada or Weyerhaeuser Saskatchewan) that engages, directly or indirectly, in Competitive Activities if, at the outstanding capital stock of any publicly traded company engaged in a Competing Businesstime such securities are acquired, (ii) it shall not be a violation of this Section 5.12 to operate a Competing Business that has been acquired by such Person, provided that such Competing Business accounted Competitive Activities account for less than 10% of such Person’s consolidated annual revenues; (ii) nothing contained in this Section 7.02(a) shall prohibit or restrict (A) activities or business of Weyerhaeuser Canada or Weyerhaeuser Saskatchewan related to the net revenues Canadian Excluded Assets, (B) the sale of goods and services produced by or related to the Canadian Excluded Assets, or (C) subject to Section 7.02(a)(i), any restructuring or sale of any of the total business acquired and such Competing Business is sold within 12 months of such acquisition, Canadian Excluded Assets; and (iii) nothing herein contained in this Section 7.02(a) shall be construed to prevent Seller prohibit or its Affiliates restrict Weyerhaeuser Canada and Weyerhaeuser Saskatchewan or any of their subsidiaries from acquiring or merging with any business, being acquired after the Closing Date by a non-affiliated third Person or entity fifty percent (50%) or more of whose consolidated revenues for the most recently completed fiscal year which prior to such acquisition were derived from businesses other than a Competing Business and, conducted Competitive Activities in such case, continuing to operate such Competing Business, North America. (ivb) nothing herein contained shall be construed to prevent Seller or its Affiliates from being acquired (through a merger or otherwise) by any business, Person or entity (a “Potential Acquirer”) who operates a Competing Business and who after such acquisition continues to operate a Competing Business so long as Seller and its direct subsidiaries do not operate a Competing Business and (v) The parties agree that the covenants included in this Section 5.12 7.02 are, taken as a whole, reasonable in their geographic and temporal coverage, and no party shall not apply to, prohibit raise any issue of geographic or temporal reasonableness in anyway inhibit the Seller or its Subsidiaries from owning or operating its facility in North Bend, Ohioany proceeding to enforce such covenant; provided, further however, that nothing if the provisions of this Section 7.02 should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by applicable Law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the minimum extent required by applicable Law to cure such problem. (c) The parties acknowledge and agree that in the event of a breach of the provisions of this Section 7.02, monetary damages shall not constitute a sufficient remedy. Consequently, in the event of any such breach, the non-breaching party may, in addition to any other rights and remedies existing in its favor, apply to any court referred to in Section 5.12 shall prohibit 8.09 for specific performance and/or preliminary and final injunctive relief or other relief to enforce or prevent any violation of the Seller or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer in the Ordinary Course of Businessprovisions hereof.

Covenant Not to Compete. Seller agrees that, during the 3-year period immediately following the (a) After Closing, Seller shall not not, and shall cause its Subsidiaries, subsidiaries not to, within those countries set forth in Section 5.12 of the Company Disclosure Schedule, engage, directly or indirectly, in or directly or indirectly acquire, any ownership interest in any firm, corporation, partnership, proprietorship, limited liability company or other business entity that engages in the manufacturing of nitrogen (a “Competing Business”); provided, however, (i) that for a period of ten (10) years following the restrictions contained Closing Date, engage in this Section 5.12 shall not restrict the ownership by Sellermanufacture, its Subsidiariesmarketing, directly distribution or indirectly, of less than 2% of the outstanding capital stock sale of any publicly traded company engaged in a Competing Business, product containing the Compound or (ii) it for a period of ten (10) years following [the Closing Date], engage in the manufacture, marketing, distribution or sale of any product that has received marketing clearance from the FDA for psoriasis treatment or prevention and which is either (x) a topical vitamin D3 or any Vitamin D3 analog or (y) a fixed combination of vitamin D3 or any Vitamin D3 analog with a corticosteroid (a "Competitive Business Product") (each of (i) and (ii) being a "Competitive Business") provided, however that "Competitive Business Product" shall not include such a product sold over the counter (without a prescription) containing vitamin D3 or any Vitamin D3 analog (e.g., a vitamin capsule) other than one in a topical presentation. For sake of clarity and avoidance of doubt, a corticosteroid shall not be considered a violation of this Section 5.12 to operate a Competing Business that has been acquired by such Person, provided that such Competing Business accounted Vitamin D3 analog for less than 10% purposes of the net revenues determination of the total business acquired and such Competing whether a product is a Competitive Business is sold within 12 months of such acquisition, Product. (iiib) nothing herein contained The foregoing shall not be construed to prevent Seller or any of its Affiliates subsidiaries from doing any of the following: (i) acquiring any legal entity that derives less than 5% of its revenues from a Competitive Business (or merging with any business, Person legal entity that derives an amount equal to or entity fifty percent (50%) or more in excess of whose consolidated 5% of its revenues for the most recently completed fiscal year prior to such acquisition were derived from businesses other than a Competing Business and, in such case, continuing to operate such Competing Business, (iv) nothing herein contained shall be construed to prevent Seller or its Affiliates from being acquired (through a merger or otherwise) by any business, Person or entity (a “Potential Acquirer”) who operates a Competing Business and who after such acquisition continues to operate a Competing Competitive Business so long as Seller causes such legal entity to divest such Competitive Business within two (2) years from the date of acquisition), and thereafter owning, managing, operating or controlling such Person, (ii) owning up to 10% of the voting equity securities or any non-voting equity or debt securities of any legal entity primarily engaged in a Competitive Business whose securities are publicly traded on a national securities exchange or in the over-the-counter market (or an amount in excess of 10% so long as BMS divests such excess within two (2) years), (iii) owning any equity or debt securities through any employee benefit or pension plan, or (vii) the use of Compound, any Product or Dovobet(R) in any form in research and development as conducted by Seller and its direct subsidiaries do not operate a Competing Business and subsidiaries. (vc) It is specifically agreed that this Section 5.12 4.15(a) shall not apply toif Seller is acquired by, prohibit merges or in anyway inhibit the Seller or its Subsidiaries consolidates with a Third Party that derives any revenue from owning or operating its facility in North Bend, Ohio; provided, further that nothing in Section 5.12 shall prohibit the Seller or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer in the Ordinary Course of a Competitive Business.

Covenant Not to Compete. Seller agrees that, during the 3-year period immediately following the Closing, Seller shall not and shall cause its Subsidiaries, not to, within those countries set forth in Section 5.12 of the Company Disclosure Schedule, engage, directly or indirectly, in or directly or indirectly acquire, any ownership interest in any firm, corporation, partnership, proprietorship, limited liability company or other business entity The Employee expressly acknowledges that engages in the manufacturing of nitrogen (a “Competing Business”); provided, however, (i) that the restrictions Company is and will be engaged in the manufacture of adhesives, sealants and coatings; (ii) the Employee is one of a limited number of persons who has extensive knowledge and expertise relevant to the businesses of the Company, its Subsidiaries and their Affiliates; (iii) the Employee's performance of his services for the Company hereunder will afford him full and complete access to and cause him to become highly knowledgable about the Company's, its Subsidiaries' and their Affiliates' Confidential Information; (iv) the agreements and covenants contained in this Section 5.12 4.5 are essential to protect the business and goodwill of the Company, its Subsidiaries and their Affiliates because, if the Employee enters into any activities competitive with the businesses of the Company, its Subsidiaries and their Affiliates, he will cause substantial harm to the Company or its Subsidiaries and Affiliates; and (v) his covenants to the Company, its Subsidiaries and their Affiliates set forth in this Section 4.5 are being made in partial consideration of the Company's grant of the Option to him. Accordingly, the Employee hereby agrees that while he is employed by the Company hereunder and for the one (1) year period thereafter (the "NON-COMPETITION PERIOD"), he shall not restrict directly or indirectly own any interest in, invest in, lend to, borrow from, manage, control, participate in, consult with, become employed by, render services to, or in any other manner whatsoever engage in, any business which is competitive with any business actively being engaged in by the ownership by SellerCompany, its SubsidiariesSubsidiaries and their Affiliates or actively (and demonstrably) being considered by the Company, directly its Subsidiaries and their Affiliates for entry into on the date of the termination of the Employment Period, within any states or indirectlygeographical regions in which any such business is being conducted or in which the Company, its Subsidiaries and their Affiliates is or are actively (and demonstrably) considering engaging in on the date of less the termination of the Employment Period. The preceding to the contrary notwithstanding, the Employee shall be free to make investments in the publicly traded securities of any corporation, provided that such investments do not amount to more than 21% of the outstanding capital stock securities of any publicly traded company engaged in a Competing Business, (ii) it shall not be a violation of this Section 5.12 to operate a Competing Business that has been acquired by such Person, provided that such Competing Business accounted for less than 10% of the net revenues of the total business acquired and such Competing Business is sold within 12 months class of such acquisition, (iii) nothing herein contained shall be construed to prevent Seller or its Affiliates from acquiring or merging with any business, Person or entity fifty percent (50%) or more of whose consolidated revenues for the most recently completed fiscal year prior to such acquisition were derived from businesses other than a Competing Business and, in such case, continuing to operate such Competing Business, (iv) nothing herein contained shall be construed to prevent Seller or its Affiliates from being acquired (through a merger or otherwise) by any business, Person or entity (a “Potential Acquirer”) who operates a Competing Business and who after such acquisition continues to operate a Competing Business so long as Seller and its direct subsidiaries do not operate a Competing Business and (v) that this Section 5.12 shall not apply to, prohibit or in anyway inhibit the Seller or its Subsidiaries from owning or operating its facility in North Bend, Ohio; provided, further that nothing in Section 5.12 shall prohibit the Seller or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer in the Ordinary Course of Businesscorporation.

Covenant Not to Compete. Seller agrees thatAs a material inducement to the Purchaser and Newco's consummation of the Merger, each of the Sellers shall not, during the 3-year period immediately following Restricted Period, do any of the Closingfollowing, Seller shall not and shall cause directly or indirectly, without the prior written consent of the Purchaser in its sole discretion: (a) compete, directly or indirectly, with the Purchaser, the Surviving Corporation or the Company or any of their respective Affiliates or Subsidiaries, not toor any of their respective successors or assigns, within those countries set forth in Section 5.12 of whether now existing or hereafter created or acquired (collectively, the Company Disclosure Schedule"Related Companies"), engageor otherwise engage or participate, directly or indirectly, in any business conducted by Purchaser or directly a Subsidiary (the "Restricted Business") within any geographic area located within the United States of America, its possessions or indirectly acquire, any ownership interest in any firm, corporation, partnership, proprietorship, limited liability company or other business entity that engages in territories (the manufacturing of nitrogen (a “Competing Business”"Restricted Area"); provided, however, (i) that the restrictions contained parties hereby acknowledge that Jodi S. Gorman and Theodore J. Solomon may continue to be involved in this Section 5.12 shall not restrict the ownership by Sellerthx xxxxxxxxx xxd manxxxxxxx xx Xxxxxxxxm World; (b) become interested (whether as owner, its Subsidiariesstockholder, lender, partner, co-venturer, director, officer, employee, agent, consultant or otherwise), directly or indirectly, of less in any Person that engages in the Restricted Business within the Restricted Area; provided, however, that the parties hereby acknowledge that Theodore J. Solomon, Jodi S. Gorman and Gerald P. Gorman, who currently xxx xxxxxxxxxxxx xx Mxxxxxxxx Xxxxx, may xxxxxxxx xx xxx such stock in Microfilm World: and provided further, that nothing contained in this Section 8.2(b) shall prohibit any Seller from owing, as a passive investor, not more than 2% five percent (5%) of the outstanding capital stock securities of any class of any publicly-traded securities of any publicly traded company engaged held Company listed on a well-recognized national securities exchange or on an interdealer quotation system of the National Association of Securities Dealers, Inc; or (c) solicit, call on, divert, take away, influence, induce or attempt to do any of the foregoing, in a Competing Businesseach case within the Restricted Area, with respect to the Purchaser's, the Surviving Corporation's, the Company's or any of their respective Related Companies' (A) customers or distributors or prospective customers or distributors (wherever located) with respect to goods or services that are competitive with those of the Purchaser, the Company, or any of their respective Related Companies, (iiB) it shall not suppliers or vendors or prospective suppliers or vendors (wherever located) to supply materials, resources or services to be a violation of this Section 5.12 to operate a Competing Business used in connection with goods or services that has been acquired by such Person, provided that such Competing Business accounted for less than 10% are competitive with those of the net revenues Purchaser, the Surviving Corporation, the Company or any of their respective Related Companies, (C) distributors, consultants, agents, or independent contractors to terminate or modify any contract, arrangement or relationship with the Purchaser, the Surviving Corporation, the Company or any of their respective Related Companies or (D) employees (other than family members) to leave the employ of the total business acquired and such Competing Business is sold within 12 months Purchaser, the Surviving Corporation, the Company or any of such acquisition, (iii) nothing herein contained shall be construed to prevent Seller or its Affiliates from acquiring or merging with any business, Person or entity fifty percent (50%) or more of whose consolidated revenues for the most recently completed fiscal year prior to such acquisition were derived from businesses other than a Competing Business and, in such case, continuing to operate such Competing Business, (iv) nothing herein contained shall be construed to prevent Seller or its Affiliates from being acquired (through a merger or otherwise) by any business, Person or entity (a “Potential Acquirer”) who operates a Competing Business and who after such acquisition continues to operate a Competing Business so long as Seller and its direct subsidiaries do not operate a Competing Business and (v) that this Section 5.12 shall not apply to, prohibit or in anyway inhibit the Seller or its Subsidiaries from owning or operating its facility in North Bend, Ohio; provided, further that nothing in Section 5.12 shall prohibit the Seller or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer in the Ordinary Course of Businesstheir respective Related Companies.

Covenant Not to Compete. During the period commencing on the date hereof and ending on the earlier of (i) the date Buyer, Parent or any Affiliate, successor, or assign shall cease operation of the Business; or (ii) three (3) years from the date hereof (the "Term"): (a) In order to preserve the value of the Assets being sold to Buyer, Seller agrees that, during the 3-year period immediately following the Closing, Seller shall not and shall cause its Subsidiaries, not to, within those countries set forth in Section 5.12 of the Company Disclosure Schedule, engagethat it will not, directly or indirectly, in as a partner, officer, employee, director, stockholder, proprietor, consultant, representative, agent or directly or indirectly acquire, any ownership interest in any firm, corporation, partnership, proprietorship, limited liability company or other business entity that engages otherwise become engaged in the manufacturing Business, which includes the manufacture, distribution and/or sale of nitrogen dry blend seasonings, cheese powders and/or dairy mixes ("a “Competing Competitive Business”") in the continent of North America (the "Territory"); provided, however, (i) that the foregoing restrictions contained in this Section 5.12 shall not restrict prevent Seller from developing, manufacturing, distributing or selling savory flavors as concentrated products of reaction and/or compounding that impart a savory flavor when used at low levels in finished food products. In addition, the foregoing provisions shall not prohibit the ownership by SellerSeller or any of its Affiliates, its Subsidiaries, directors, officers or stockholders of not more than five percent (5%) of any class of outstanding equity securities listed for trading on a national securities exchange or publicly traded in the over-the-counter market which engages in any business that competes with the Business. (b) Seller will not, directly or indirectly, of less disclose or make available to anyone (other than 2% Buyer), or permit any current or future Affiliate to disclose or make available to anyone, any confidential information concerning the ownership and/or operation of the outstanding capital stock of any publicly traded company engaged in a Competing BusinessBusiness (the "Confidential Information"), except to the extent: (i) required by law or court order; or (ii) it such Confidential Information is or has been made publicly available other than by Seller or its subsidiaries. The Confidential Information includes, without limitation, the business practices, financial information, customer and prospective customers names, formulations, product formulations, suppliers and prospective suppliers names, leads and account information, mailing lists, computer programs, advertising campaigns (including, without limitation, displays, drawings, memoranda, designs, styles or devices), employee names, compensation and benefit information pertaining to the Business. In the event that Seller is requested or required (by oral question or request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demand, or similar process) to disclose any Confidential Information, Seller shall notify Buyer promptly of the request or requirement so that Buyer may seek an appropriate protective order or waive compliance with the provisions of this Section 4.4(b). (c) Seller will not, directly or indirectly, and will not be permit any Subsidiary to, directly or indirectly, solicit or induce any Transferred Employee to terminate his or her employment with Buyer. (d) Seller will not, directly or indirectly, and will not permit any Subsidiary, to directly or indirectly, request, encourage or cause any person to withdraw, curtail or cancel a business relationship with Buyer with respect to the Business. (e) The parties agree that a violation of the foregoing agreements not to compete or disclose, or any provision thereof, will cause irreparable damage to Buyer, and Buyer shall be entitled, in addition to any other rights and remedies which it may have, at law or in equity, to an injunction enjoining and restraining Seller from doing or continuing to do any such act or any other violations or threatened violations of this Section 5.12 4.4. (f) The parties hereto agree that the covenant set forth in this Section 4.4 (the "Covenant") is reasonable with respect to operate its duration, geographical area and scope. If the final judgment of a Competing Business court of competent jurisdiction declares that has been acquired by such Personany term or provision of this Section 4.4 is invalid or unenforceable, provided the parties agree that such Competing Business accounted for less than 10% the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or area of the net revenues term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the total business acquired invalid or unenforceable term or provision, and such Competing Business is sold within 12 months of such acquisition, (iii) nothing herein contained this Agreement shall be construed to prevent Seller or its Affiliates from acquiring or merging with any business, Person or entity fifty percent (50%) or more enforceable as so modified after the expiration of whose consolidated revenues for the most recently completed fiscal year prior to such acquisition were derived from businesses other than a Competing Business and, in such case, continuing to operate such Competing Business, (iv) nothing herein contained shall time within which the judgment may be construed to prevent Seller or its Affiliates from being acquired (through a merger or otherwise) by any business, Person or entity (a “Potential Acquirer”) who operates a Competing Business and who after such acquisition continues to operate a Competing Business so long as Seller and its direct subsidiaries do not operate a Competing Business and (v) that this Section 5.12 shall not apply to, prohibit or in anyway inhibit the Seller or its Subsidiaries from owning or operating its facility in North Bend, Ohio; provided, further that nothing in Section 5.12 shall prohibit the Seller or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer in the Ordinary Course of Businessappealed.

Covenant Not to Compete. (a) Seller and each Shareholder agrees that, during that for the 3-year period immediately following commencing on the Closing, Seller shall not Closing Date and shall cause its Subsidiaries, not to, within those countries set forth in Section 5.12 ending on the fifth (5th) anniversary of the Company Disclosure ScheduleClosing Date, neither Seller nor either Shareholder nor any of their respective Affiliates shall participate or engage, directly or indirectly, for itself or himself or on behalf of or in conjunction with any Person, whether as an employee, agent, officer, director, member, shareholder, partner, joint venture, investor or directly or indirectly acquireotherwise, any ownership interest in any firmbusiness that competes with the Business in any jurisdiction in which the Business is conducted, corporation(including, partnershipwithout limitation, proprietorship, limited liability company or other business entity that engages in where products of the manufacturing of nitrogen (a “Competing Business”)Business are sold; provided, however, that the foregoing shall not be deemed to prohibit Seller or either Shareholder from (i) that the restrictions contained in this Section 5.12 shall not restrict the ownership by Seller, its Subsidiaries, directly or indirectly, of less than 2% owning up to thre e percent (3%) of the outstanding capital stock of equity interests in any publicly traded company engaged entity which engages in a Competing Businessany such activity, (ii) it shall not be a violation of this Section 5.12 to operate a Competing Business that has been acquired by such Personowning an equity interest in Tech Group Asia (which entity Buyer understands and acknowledges is engaged in the injection molding business), provided that such Competing Business accounted for less than 10% of the net revenues of the total business acquired and such Competing Business is sold within 12 months of such acquisition, or (iii) nothing herein contained shall be construed to prevent Seller serving on the board of directors of Tech Group Asia (or its Affiliates from acquiring any successor entity), provided that, in the cases of clauses (ii) and (iii), (A) such Shareholder abides by his confidentiality and nondisclosure obligations under this Agreement and under the Uhlmann Consulting Agreement or merging with Xxxxxxx Consulting Agreement (as applicable), (B) such Shareholder does not serve as an officer, employee or manager of Tech Group Asia (or any business, Person or entity fifty percent (50%successor entity) or more as the chairman of whose consolidated revenues for the most recently completed fiscal year prior board of directors (subject as set forth below), (C) such Shareholder recuses himself from any discussion conducted by the Tech Group Asia (or successor entity) board of directors relating to business activities that are or could be reasonably expected to be competitive with the business of Buyer, (D) such acquisition were derived from businesses other than a Competing Business andShareholder does not take any affirmative action or permit Seller to take any affirmative action, that would result in such caseShareholder or Seller (or both in the aggregate) purchasing, continuing to operate such Competing Businessincreasing or otherwise obtaining any additional equity interest in Tech Group Asia or increasing their equity ownership percentage in Tech Group Asia, (ivE) nothing herein contained shall be construed such Shareholder votes or causes Seller to prevent Seller vote any shares of Tech Group Asia held by such Shareholder or its Affiliates from being acquired (through a merger or otherwise) Seller, as appropriate, only in proportion to the voting by all other Tech Group Asia shareholders with respect to any business, Person or entity (a “Potential Acquirer”) who operates a Competing Business and who after such acquisition continues matter that is put to operate a Competing Business so long as Seller and its direct subsidiaries do not operate a Competing Business and (v) that this Section 5.12 shall not apply to, prohibit or in anyway inhibit the Seller or its Subsidiaries from owning or operating its facility in North Bend, Ohio; provided, further that nothing in Section 5.12 shall prohibit the Seller or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer in the Ordinary Course vote of Business.the

Covenant Not to Compete. Seller (a) In furtherance of the Merger and the transactions contemplated hereby, Burgundy covenants and agrees that, during for a period beginning on the 3-year period immediately following Effective Date and ending on the Closing, Seller shall not and shall cause its Subsidiaries, not to, within those countries set forth in Section 5.12 second (2nd) anniversary of the Company Disclosure ScheduleEffective Time, neither Burgundy nor any of its Subsidiaries shall, without the prior written consent of Grizzly, engage, directly or indirectly, in the Eagle Business as conducted as of the Effective Date (the “Grizzly Restricted Business”) anywhere throughout the world. Notwithstanding anything to the contrary in the foregoing: (i) nothing in this Section 8.24 (a) shall prohibit Burgundy or directly its Subsidiaries from engaging in the businesses conducted by Burgundy or indirectly acquireits Subsidiaries (excluding the Eagle Business) on the Effective Date; (ii) nothing set forth in this Section 8.24(a) shall prohibit Burgundy or its Subsidiaries from owning not in excess of 5% in the aggregate of any class of capital stock or other equity interest of any Person engaged in the Grizzly Restricted Business; (iii) in the event that Burgundy completes a business combination transaction with a Person, which transaction results in the holders of the voting securities of Burgundy outstanding immediately prior to the consummation of such transaction owning less than 50% of the voting power of the voting securities of Burgundy or the surviving entity in the transaction or any ownership interest parent thereof (any such entity, an “Acquiror”) outstanding immediately after the consummation of such transaction, such Acquiror or any of its Subsidiaries or Affiliates (but not Burgundy or any of its Subsidiaries) may engage in any firmGrizzly Restricted Business; (iv) Burgundy may acquire interests in or securities of any Person as an investment by their pension funds or funds of any other benefit plan of Burgundy whether or not such Person is engaged in any Grizzly Restricted Business; (v) Burgundy may acquire interests in or securities of any Person that derived 20% or less of its total revenues in its most recent fiscal year from activities that constitute Grizzly Restricted Businesses; provided that such Person may not use the Burgundy name in connection with the activities that constitute Grizzly Restricted Businesses; and (vi) Burgundy may perform their obligations under this Agreement and the Transaction Agreements. The parties hereto acknowledge and agree that nothing herein shall be deemed to require Burgundy to give notice to or obtain the consent of the Grizzly in order to engage in any activity or transaction of the types described in Section 8.24(a)(i) through Section 8.24(a)(vi) and that, corporation, partnership, proprietorship, limited liability company or other business entity that engages in the manufacturing event the TCI Interests are not transferred to Spinco at the Closing, nothing in this Section 8.24(a) shall prevent or limit in any way Burgundy’s ability to hold the TCI Interests and to take any actions in connection with its ownership of nitrogen the TCI Interests for so long as the TCI Interests are not transferred to Spinco. (b) Burgundy acknowledges and agrees that the covenants included in this Section 8.24 are, taken as a “Competing Business”)whole, reasonable in their geographic and temporal coverage and Burgundy shall not raise any issue of geographic or temporal reasonableness in any proceeding to enforce such covenant; provided, however, (i) that if the restrictions contained in this Section 5.12 shall not restrict the ownership by Seller, its Subsidiaries, directly or indirectly, of less than 2% of the outstanding capital stock of any publicly traded company engaged in a Competing Business, (ii) it shall not be a violation provisions of this Section 5.12 8.24 should ever be deemed to operate exceed the time or geographic limitations or any other limitations permitted by applicable Law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the minimum extent required by applicable Law to cure such problem. Burgundy acknowledges and agrees that in the event of a Competing Business that has been acquired breach by such Person, provided that such Competing Business accounted for less than 10% Burgundy of the net revenues provisions of this Section 8.24, monetary damages shall not constitute a sufficient remedy. Consequently, in the event of any such breach, the Grizzly may, in addition to any other rights and remedies existing in its favor, apply to any court of law or equity of competent jurisdiction for specific performance and/or preliminary and final injunctive relief or other relief in order to enforce or prevent any violation of the total business acquired and such Competing Business is sold within 12 months provisions hereof, without the necessity of such acquisition, (iii) nothing herein contained shall be construed to prevent Seller proving actual damages or its Affiliates from acquiring or merging with any business, Person or entity fifty percent (50%) or more of whose consolidated revenues for the most recently completed fiscal year prior to such acquisition were derived from businesses other than posting a Competing Business and, in such case, continuing to operate such Competing Business, (iv) nothing herein contained shall be construed to prevent Seller or its Affiliates from being acquired (through a merger or otherwise) by any business, Person or entity (a “Potential Acquirer”) who operates a Competing Business and who after such acquisition continues to operate a Competing Business so long as Seller and its direct subsidiaries do not operate a Competing Business and (v) that this Section 5.12 shall not apply to, prohibit or in anyway inhibit the Seller or its Subsidiaries from owning or operating its facility in North Bend, Ohio; provided, further that nothing in Section 5.12 shall prohibit the Seller or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer in the Ordinary Course of Businessbond.

Covenant Not to Compete. Seller agrees thatIn furtherance of the sale to Purchasers of the Shares, during the 3-year period immediately following the ClosingIFX shall not, Seller shall not and IFX shall cause each of its Subsidiaries, Affiliates (whether existing as of the date hereof or in the future) not to, within those countries set forth in Section 5.12 of the Company Disclosure Schedule, engage, directly or indirectly, in through equity ownership or directly otherwise, for themselves or indirectly acquireany other Person, any ownership interest in any firm, corporation, partnership, proprietorship, limited liability company or other business entity that engages engage in the manufacturing business of nitrogen providing free ISP services, provide consulting services to any entity whose primary business consists of providing free ISP services, or otherwise compete with the Company or any of its Subsidiaries in providing free ISP services in Latin America ("Covenant Not to Compete") for a “Competing Business”); providedperiod of time equal to the term of the Dial Access Agreement (including any extensions thereof, howeverif any) plus one (1) year, but in no event shall the term of the foregoing Covenant Not to Compete be less than three (3) years from the date of the Closing. Anything herein to the contrary notwithstanding, IFX and its Affiliates shall not be prohibited from (i) that the restrictions contained in this Section 5.12 shall not restrict the ownership by Seller, its Subsidiaries, directly or indirectly, of less than 2% of the outstanding capital stock of any publicly traded company engaged in offering network service/wholesale Internet connection service to other free ISP businesses on a Competing Businesscommercial basis, (ii) it shall not be a violation of this Section 5.12 to operate a Competing Business that has been acquired by such Personmaintaining its current ownership interest in YUPI Internet Inc., e-Pagos and Xxxxxxxxx.xxx, or (iii) maintaining its current ownership interest in IFX Facilito, Inc. ("Facilito"), provided that Facilito does not engage in the business of providing Internet access to subscribers without such Competing Business accounted subscribers paying a fee for less than 10% of the net revenues of the total business acquired and such Competing Business is sold within 12 months of such acquisition, (iii) nothing access. Nothing herein contained shall be construed to prevent Seller IFX or its Affiliates from acquiring owning, as an investment, up to 5% of a class of equity or merging with debt securities issued by any businesscompetitor (or an entity which controls a competitor) of the Company that is publicly traded and registered under Section 12 of the Securities Exchange Act of 1934, Person as amended, or entity fifty percent (50%publicly traded on any foreign securities exchange. The parties agree that the covenants included in this Section 5(i) are, taken as a whole, reasonable in their geographic scope and their duration, and no party shall raise any issue of the reasonableness of the scope or more duration of whose consolidated revenues the covenants in any proceeding to enforce any such covenants. If, in any judicial proceeding, a court shall refuse to enforce any of the separate covenants deemed included in this paragraph, then the unenforceable covenant shall be deemed eliminated from these provisions for the most recently completed fiscal year prior purpose of those proceedings to such acquisition were derived from businesses other than a Competing Business and, in such case, continuing the extent necessary to operate such Competing Business, (iv) nothing herein contained shall permit the remaining separate covenants to be construed to prevent Seller or its Affiliates from being acquired (through a merger or otherwise) by any business, Person or entity (a “Potential Acquirer”) who operates a Competing Business and who after such acquisition continues to operate a Competing Business so long as Seller and its direct subsidiaries do not operate a Competing Business and (v) that this Section 5.12 shall not apply to, prohibit or in anyway inhibit the Seller or its Subsidiaries from owning or operating its facility in North Bend, Ohio; provided, further that nothing in Section 5.12 shall prohibit the Seller or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer in the Ordinary Course of Businessenforced.

Covenant Not to Compete. Seller 00.0.0. Xx an inducement to SAVVIS to enter into this Agreement, which Customer acknowledges is of benefit to it, and in consideration of the promises and representations of SAVVIS under this Agreement, Customer covenants and agrees that, that during the 3-year term of this Agreement and for a period immediately following the Closingof five years thereafter, Seller shall not and shall cause neither Customer nor any of its Subsidiaries, not to, within those countries set forth in Section 5.12 of the Company Disclosure Schedule, engagesuccessors or assigns will, directly or indirectly, in engage in, or directly or indirectly acquire, have any ownership interest in any other person, firm, corporation, partnership, proprietorship, limited liability company corporation or other entity engaged in, any business entity that engages activities anywhere in the manufacturing of nitrogen (a “Competing Business”)world competitive with or similar or related to the packet-data transport network services provided by SAVVIS under this Agreement; provided, however, that (i) Customer shall be free to continue to use the Call Assets and the satellite networks currently used by Customer, until such Call Assets or satellite networks have been acquired by SAVVIS, SAVVIS Communications or Affiliates of SAVVIS Communications, and (ii) Customer shall be free to make passive investments in securities of companies that provide network services in competition with SAVVIS which, in the case of any such security, does not constitute more than ten percent (10%) of the total outstanding amount of such security. 10.4.2. If any court or tribunal of competent jurisdiction shall refuse to enforce one or more of the covenants in this Section 10.4 because the time limit applicable thereto is deemed unreasonable, it is expressly understood and agreed that such covenant or covenants shall not be void but that for the purpose of such proceedings such time limitation shall be deemed to be reduced to the extent necessary to permit the enforcement of such covenant or covenants. 10.4.3. If any court or tribunal of competent jurisdiction shall refuse to enforce any or all of the covenants in this Section 10.4 because, taken together, they are more extensive (whether as to geographic area, scope of business or otherwise) than is deemed to be reasonable, it is expressly understood and agreed between the parties hereto that such covenant or covenants shall not be void but that for the purpose of such proceedings the restrictions contained in this Section 5.12 shall not restrict the ownership by Sellertherein (whether as to geographic area, its Subsidiaries, directly or indirectly, scope of less than 2% of the outstanding capital stock of any publicly traded company engaged in a Competing Business, (ii) it shall not be a violation of this Section 5.12 to operate a Competing Business that has been acquired by such Person, provided that such Competing Business accounted for less than 10% of the net revenues of the total business acquired and such Competing Business is sold within 12 months of such acquisition, (iii) nothing herein contained shall be construed to prevent Seller or its Affiliates from acquiring or merging with any business, Person or entity fifty percent (50%) or more of whose consolidated revenues for the most recently completed fiscal year prior to such acquisition were derived from businesses other than a Competing Business and, in such case, continuing to operate such Competing Business, (iv) nothing herein contained shall be construed to prevent Seller or its Affiliates from being acquired (through a merger or otherwise) by any business, Person shall be deemed to be reduced to the extent necessary to permit the enforcement of such covenant or entity (a “Potential Acquirer”) who operates a Competing Business covenants. 10.4.4. Customer specifically acknowledges and who after such acquisition continues agrees that the foregoing covenants are commercially reasonable and reasonably necessary to operate a Competing Business so long as Seller protect the interests of SAVVIS hereunder. Customer hereby acknowledges that SAVVIS and its direct subsidiaries do not operate a Competing Business successors and (v) assigns will suffer irreparable and continuing harm to the extent that this Section 5.12 shall not apply to, prohibit or in anyway inhibit any of the Seller or its Subsidiaries from owning or operating its facility in North Bend, Ohio; provided, further foregoing covenants is breached and that nothing in Section 5.12 shall prohibit the Seller or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer legal remedies would be inadequate in the Ordinary Course event of Businessany such breach.

Covenant Not to Compete. Seller agrees that, during During the 3-two (2) year period immediately following the Closingdate of this Agreement, Seller for any reason, Signature shall not and not, nor shall cause it permit any of its Subsidiaries, not to, within those countries set forth in Section 5.12 of the Company Disclosure Schedule, engageAffiliates, directly or indirectly, anywhere in the world other than Japan, Hong Kong (including Hong Kong Island, Kowloon and the New Territories), Macau, Australia, Singapore, South Korea, Taiwan, Malaysia, Philippines, New Zealand, Thailand, Vietnam, Indonesia, Guam, Saipan, and The People's Republic of China to (x) engage in, or directly invest in, the Business (as defined in the Asset Purchase Agreement) in direct or indirectly acquireindirect competition with Transmedia and its Affiliates, or (y) offer, market or promote any ownership interest in any firm, corporation, partnership, proprietorship, limited liability company program or other business entity arrangement which directly competes with the DALC Program, the Transmedia Program or any other substantially similar discount dining program marketed or promoted by Transmedia during the term hereof; it being understood that engages in the manufacturing of nitrogen (a “Competing Business”)nothing herein shall limit any dining transaction or dining program membership fees being charged to any credit card program maintained or serviced by General Electric Corporation and its affiliates; provided, however, that nothing contained herein shall prohibit Signature from performing its obligations hereunder or under the License Agreements, from owning the Closing Date Shares, the Option and, upon exercise thereof, the Option Shares (ieach, as defined in the Asset Purchase Agreement) that pursuant to the restrictions contained terms of the Asset Purchase Agreement, owning securities in this Section 5.12 shall not restrict Signature Japan Co., Ltd. (f/k/a CardPlus Japan Co., Ltd.) or from owning solely as an investment, securities of any person which are traded on any national securities exchange, the ownership by SellerNasdaq National Market or on Nasdaq Stock Market Inc, its Subsidiariesif Signature does not, directly or indirectly, of less own more than 220% of the outstanding capital stock any securities of any publicly traded company engaged in a Competing Businesssuch person; and provided, (ii) it further, that Signature shall not be a violation of bound by this Section 5.12 to operate 10.4 from and after the date, if ever, on which a Competing Business that has been acquired by such Person, provided that such Competing Business accounted for less than 10% petition against Transmedia is filed under Chapter VII of the net revenues of the total business acquired United States Bankruptcy Code (whether such filing is voluntary or involuntary) and such Competing Business petition is sold not dismissed or stayed within 12 months of such acquisition, (iii) nothing herein contained shall be construed 60 days or Transmedia materially ceases to prevent Seller or its Affiliates from acquiring or merging with any business, Person or entity fifty percent (50%) or more of whose consolidated revenues for the most recently completed fiscal year prior to such acquisition were derived from businesses other than a Competing Business and, in such case, continuing to operate such Competing Business, (iv) nothing herein contained shall be construed to prevent Seller or its Affiliates from being acquired (through a merger or otherwise) by any business, Person or entity (a “Potential Acquirer”) who operates a Competing Business and who after such acquisition continues to operate a Competing Business so long as Seller and its direct subsidiaries do not operate a Competing Business and (v) that this Section 5.12 shall not apply to, prohibit or in anyway inhibit the Seller or its Subsidiaries from owning or operating its facility in North Bend, Ohio; provided, further that nothing in Section 5.12 shall prohibit the Seller or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer engage in the Ordinary Course of BusinessDALC Program, causing a termination hereunder pursuant to Section 11.2 hereof.

Covenant Not to Compete. Seller 10.4.1. As an inducement to SAVVIS to enter into this Agreement, which Bridge acknowledges is of benefit to it, and in consideration of the promises and representations of SAVVIS under this Agreement, Bridge covenants and agrees that, that during the 3-year term of this Agreement and for a period immediately following the Closingof five years thereafter, Seller shall not and shall cause neither Bridge nor any of its Subsidiaries, not to, within those countries set forth in Section 5.12 of the Company Disclosure Schedule, engagesuccessors or assigns will, directly or indirectly, in engage in, or directly or indirectly acquire, have any ownership interest in any other person, firm, corporation, partnership, proprietorship, limited liability company corporation or other entity engaged in, any business entity that engages activities anywhere in the manufacturing of nitrogen (a “Competing Business”)world competitive with or similar or related to the packet-data transport network services provided by SAVVIS under this Agreement; provided, however, that (i) Bridge and the Bridge Subsidiaries shall be free to continue to use the Call Assets and the satellite networks currently used by Bridge, until such Call Assets or satellite networks have been acquired by SAVVIS or the SAVVIS Subsidiaries, and (ii) Bridge shall be free to make passive investments in securities of companies that provide network services in competition with SAVVIS which, in the case of any such security, does not constitute more than ten percent (10%) of the total outstanding amount of such security. 10.4.2. If any court or tribunal of competent jurisdiction shall refuse to enforce one or more of the covenants in this Section 10.4 because the time limit applicable thereto is deemed unreasonable, it is expressly understood and agreed that such covenant or covenants shall not be void but that for the purpose of such proceedings such time limitation shall be deemed to be reduced to the extent necessary to permit the enforcement of such covenant or covenants. 10.4.3. If any court or tribunal of competent jurisdiction shall refuse to enforce any or all of the covenants in this Section 10.4 because, taken together, they are more extensive (whether as to geographic area, scope of business or otherwise) than is deemed to be reasonable, it is expressly understood and agreed between the parties hereto that such covenant or covenants shall not be void but that for the purpose of such proceedings the restrictions contained in this Section 5.12 shall not restrict the ownership by Sellertherein (whether as to geographic area, its Subsidiaries, directly or indirectly, scope of less than 2% of the outstanding capital stock of any publicly traded company engaged in a Competing Business, (ii) it shall not be a violation of this Section 5.12 to operate a Competing Business that has been acquired by such Person, provided that such Competing Business accounted for less than 10% of the net revenues of the total business acquired and such Competing Business is sold within 12 months of such acquisition, (iii) nothing herein contained shall be construed to prevent Seller or its Affiliates from acquiring or merging with any business, Person or entity fifty percent (50%) or more of whose consolidated revenues for the most recently completed fiscal year prior to such acquisition were derived from businesses other than a Competing Business and, in such case, continuing to operate such Competing Business, (iv) nothing herein contained shall be construed to prevent Seller or its Affiliates from being acquired (through a merger or otherwise) by any business, Person shall be deemed to be reduced to the extent necessary to permit the enforcement of such covenant or entity (a “Potential Acquirer”) who operates a Competing Business covenants. 10.4.4. Bridge specifically acknowledges and who after such acquisition continues agrees that the foregoing covenants are commercially reasonable and reasonably necessary to operate a Competing Business so long as Seller protect the interests of SAVVIS hereunder. Bridge hereby acknowledges that SAVVIS and its direct subsidiaries do not operate a Competing Business successors and (v) assigns will suffer irreparable and continuing harm to the extent that this Section 5.12 shall not apply to, prohibit or in anyway inhibit any of the Seller or its Subsidiaries from owning or operating its facility in North Bend, Ohio; provided, further foregoing covenants is breached and that nothing in Section 5.12 shall prohibit the Seller or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer legal remedies would be inadequate in the Ordinary Course event of Businessany such breach.

Covenant Not to Compete. Seller agrees thatFor a period of 24 months after the Closing Date, during neither P&G nor any of its Affiliates shall, without the 3-year period immediately following the Closingprior consent of JMS, Seller shall not and shall cause its Subsidiaries, not to, within those countries set forth in Section 5.12 of the Company Disclosure Schedule, engage, directly or indirectly, in or directly or indirectly acquire, any ownership interest in any firm, corporation, partnership, proprietorship, limited liability company or other business entity that engages engage in the manufacturing Geography in the manufacturing, packaging, distributing and marketing of nitrogen (a “Competing Business”); provided, however, (i) peanut butter, peanut butter-based spreads for human consumption and/or (ii) shortening and/or oil products for human consumption (the "RESTRICTED BUSINESS"), and PROVIDED, HOWEVER, that the restrictions foregoing shall not restrict P&G or its Affiliates from making any acquisition of or investment in any business or Person (the "TARGET") if the annual net sales attributable to the Restricted Business for the Target's most recent fiscal year constitute less than 5% of the total net sales of the Target for such year PROVIDED, FURTHER that if such net sales of the Restricted Business for the Target's most recent fiscal year exceed $25 million, P&G shall sell or otherwise dispose of the Restricted Business in a commercially reasonable manner after the consummation of the acquisition of the Target. The parties agree that the covenants included in this Section 6.22 are, taken as a whole, reasonable in their geographic and temporal coverage and no party shall raise any issue of geographic or temporal reasonableness in any proceeding to enforce such covenant. P&G acknowledges and agrees that in the event of a breach by P&G of the provisions of this Section 6.22, monetary damages shall not constitute a sufficient remedy. Consequently, in the event of any such breach, JMS may, in addition to any other rights and remedies existing in its favor, apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive relief or other relief in order to enforce or prevent any violation of the provisions hereof. Any purchaser or successor in interest to P&G's Olestra facility or the Culinary Sol Business shall not be bound by this Section 6.22 and P&G shall accordingly be released from any obligations relating thereto. Notwithstanding anything contained in this Section 5.12 shall not restrict 6.22, the ownership by Seller, its Subsidiaries, directly or indirectly, of less than 2% of parties agree that the outstanding capital stock of any publicly traded company engaged in a Competing Business, (ii) it following shall not be a violation violations of the covenants contained in this Section 5.12 to operate a Competing Business that has been acquired by such Person, provided that such Competing Business accounted for less than 10% 6.22: (x) continuation of the net revenues Culinary Sol Business by P&G or any successor thereto; and (y) production and sale by P&G or any successor thereto of the total business acquired and such Competing Business is sold within 12 months of such acquisition, (iii) nothing herein contained shall be construed to prevent Seller or its Affiliates from acquiring or merging with any business, Person or entity fifty percent (50%) or more of whose consolidated revenues for the most recently completed fiscal year prior to such acquisition were derived from businesses products produced at P&G's Olestra facility other than a Competing Business and, in such case, continuing packaged goods and oils substantially similar to operate such Competing Business, (iv) nothing herein contained shall be construed to prevent Seller or its Affiliates from being acquired (through a merger or otherwise) the products produced by any business, Person or entity (a “Potential Acquirer”) who operates a Competing Business and who after such acquisition continues to operate a Competing Business so long as Seller and its direct subsidiaries do not operate a Competing Business and (v) that this Section 5.12 shall not apply to, prohibit or in anyway inhibit the Seller or its Subsidiaries from owning or operating its facility in North Bend, Ohio; provided, further that nothing in Section 5.12 shall prohibit the Seller or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer in the Ordinary Course of Jif/Crisco Business.

Covenant Not to Compete. and Agreement with Respect to Seller Solicitations. Seller hereby covenants and agrees that, during the 3-year period immediately that following the Closingconsummation of this transaction and for a period of three (3) years thereafter, Seller shall not and shall cause neither it nor any of its Subsidiariesaffiliates will (a) open a de-novo branch, not tooperate, within those countries set forth in Section 5.12 of the Company Disclosure Schedule, engage, directly control or indirectly, in or directly or indirectly acquire, any ownership otherwise have an interest in any firmfinancial institution, corporationbranch or similar facility that has a place of business within the Clarksville, partnershipTennessee metropolitan statistical area, proprietorshipincluding specifically Montgomery County, limited liability company Tennessee and Christian County, Kentucky (the "Restxxxxxx Xxxa") or other business entity that engages in (b) establish an electronic funds transfer terminal, of any type or description, within the manufacturing of nitrogen (a “Competing Business”)Restricted Area; provided, however, (i) that the restrictions contained in this Section 5.12 foregoing shall not restrict prevent the ownership by SellerSeller from merging with another financial institution which operates a banking facility within the Restricted Area so long as the main office of such institution is not in the Restricted Area. Seller further agrees that from the date of this Agreement and for a period of three (3) years following the Closing Date, its Subsidiaries, directly the Seller shall not specifically solicit persons or indirectly, of less than 2% entities who are customers of the outstanding capital stock of any publicly traded company engaged in a Competing BusinessBranches on the day immediately preceding the Closing Date; provided, (ii) it however, that the Seller shall not be restricted or prohibited from engaging in or using general mass mailings, telemarketing programs, newspaper, radio, television or print advertisements, the internet, the Seller's web site, electronic advertisements or communications and other types of communications that are directed to the general public, to existing or potential customers of the Seller generally or to persons defined by criteria other than solely their status as loan or deposit customers attributed to a violation Branches; and provided further, however, that this covenant shall not prohibit or restrict the Seller from soliciting or servicing persons, entities or customers (including loan and deposit customers attributed to the Branches) with respect to any products, services, desires, activities or relationships specifically excluded from the transactions contemplated hereby, including, without limitation, the products, services, activities or relationships referenced in Sections 1.4(c) and (d) of this Section 5.12 to operate Agreement. For a Competing Business that has been acquired by such Personperiod of two (2) years following the Closing Date, provided that such Competing Business accounted Seller will not directly solicit for less than 10% of employment or hire any person who is now employed at the net revenues of the total business acquired Branches and such Competing Business is sold within 12 months of such acquisition, (iii) nothing herein contained shall be construed to prevent Seller or its Affiliates from acquiring or merging with any business, Person or entity fifty percent (50%) or more of whose consolidated revenues for the most recently completed fiscal year prior to such acquisition were derived from businesses other than a Competing Business and, in such case, continuing to operate such Competing Business, (iv) nothing herein contained shall be construed to prevent Seller or its Affiliates from being acquired (through a merger or otherwise) by any business, Person or entity (a “Potential Acquirer”) who operates a Competing Business and who after such acquisition continues to operate a Competing Business so long as Seller be employed without interruption after the Closing Date (it being understood by the parties that advertising and its direct subsidiaries do not operate a Competing Business and (v) that this Section 5.12 other recruiting efforts aimed at the general public shall not apply to, prohibit or in anyway inhibit violate the Seller or its Subsidiaries from owning or operating its facility in North Bend, Ohio; provided, further that nothing in Section 5.12 shall prohibit the Seller or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer in the Ordinary Course terms of Businessthis Agreement).

Covenant Not to Compete. (a) For a period of five (5) years after the Closing Date (the "Noncompetitive Period"), Seller agrees thatthat it will not, during and will cause the 3-year period immediately following the Closing, Seller shall not Subsidiaries and shall cause its Subsidiaries, Seller's other Affiliates not to, within those countries set forth in Section 5.12 without the written approval of the Company Disclosure Schedule, Buyer: (i) engage, directly or indirectly, in any activity involving the manufacture, production, marketing, advertising, distribution or sale of any Competitive Product anywhere in the world (after giving effect to the exceptions contained in the second succeeding sentence, the "Competitive Activity"), or (ii) directly or indirectly acquire(A) hold or invest in any equity (or debt convertible into equity) of, or (B) manage, operate or control, any ownership interest in any firm, corporation, partnership, proprietorship, limited liability company or other business entity Person that engages in any Competitive Activity. "Competitive Products" include finished sunglasses, plano sunglass lenses and related sunglass accessories but do not include prescription sunglass lenses manufactured, produced, marketed, advertised, distributed or sold under the manufacturing B&L name or any other trade name which is not a Business Asset. Notwithstanding the foregoing, nothing contained herein shall limit the right of nitrogen Seller, any Seller Subsidiary or any Affiliate of Seller to: (x) hold and make passive investments in securities of any Person that is registered on a “Competing Business”)national securities exchange or admitted to trading privileges thereon or actively traded in a generally recognized over-the-counter market; provided, howeverthat the aggregate beneficial equity interest of Seller, the Seller Subsidiaries and Seller's other Affiliates therein shall not exceed 10% of the outstanding shares or interests in such Person, (iy) that the restrictions contained engage in this Section 5.12 shall not restrict the ownership by Seller, its Subsidiariesany transaction whereby, directly or indirectly, it acquires (whether by merger, stock purchase, purchase of less than 2% of the outstanding capital stock of any publicly traded company engaged in a Competing Business, (ii) it shall not be a violation of this Section 5.12 to operate a Competing Business that has been acquired by such Person, provided that such Competing Business accounted for less than 10% of the net revenues of the total business acquired and such Competing Business is sold within 12 months of such acquisition, (iii) nothing herein contained shall be construed to prevent Seller or its Affiliates from acquiring or merging with any business, Person or entity fifty percent (50%) or more of whose consolidated revenues for the most recently completed fiscal year prior to such acquisition were derived from businesses other than a Competing Business and, in such case, continuing to operate such Competing Business, (iv) nothing herein contained shall be construed to prevent Seller or its Affiliates from being acquired (through a merger assets or otherwise) by any Person or business, or any interest in any Person or entity (a “Potential Acquirer”) who operates a Competing Business and who after business, engaged, directly or indirectly, in any Competitive Activity at the time of such acquisition continues to operate a Competing Business so long as Seller and its direct subsidiaries do but is not operate a Competing Business and (v) that this Section 5.12 shall not apply to, prohibit or primarily engage in anyway inhibit the Seller or its Subsidiaries from owning or operating its facility in North Bend, Ohiosuch Competitive Activity; provided, further that, if such Person or business generates more than 20% of its revenues from Competitive Activities, within one year after any such transaction, Seller or the applicable Seller Subsidiary or Affiliate of Seller shall dispose of the portion of the Person or business engaged in the Competitive Activity or cause such portion of the Person or business to cease the Competitive Activity, or (z) engage, directly or indirectly, in any activity that nothing in Section 5.12 shall prohibit the Seller Subsidiaries are expressly authorized to perform pursuant to the terms of this Agreement and the Transaction Documents or its Subsidiaries from buying, selling, trading any transactions permitted hereby or hedging natural gas, nitrogen or fertilizer in the Ordinary Course of Businessthereby.

Covenant Not to Compete. Seller agrees that(a) For a period of five (5) years from the Closing Date, during neither TDK nor any of its Subsidiaries will engage in, acquire, own or hold any interest in a business that competes with Imation in the 3-year period immediately following marketing, sales and support of Removable Recording Media Products (other than Medical Media Products and Specific Broadcast Media) anywhere in the Closingworld. For purposes of clarification, Seller shall not and shall cause its Subsidiaries, not to, within those countries set forth in Section 5.12 neither the sale of the Company Disclosure Schedule, engagecomponents manufactured, directly or indirectly, by or for TDK or its Subsidiaries to third parties for incorporation in finished products of such third parties (including into components for further incorporation into finished products), nor the sale of finished products or directly or indirectly acquire, any ownership interest products in any firm, corporation, partnership, proprietorship, limited liability company or other business entity that engages in the manufacturing of nitrogen (a “Competing Business”); provided, however, (i) that the restrictions contained in this Section 5.12 shall not restrict the ownership by Seller, its Subsidiariesprocess manufactured, directly or indirectly, by or for TDK or its Subsidiaries for sale under non-TDK branded labels owned by unrelated third parties, shall be deemed to constitute competition in the marketing, sales and support of less than 2% Removable Recording Media Products. (b) Notwithstanding the foregoing, TDK may (a) make purely passive investments (which do not include any management rights) not exceeding ten percent (10%) of the issued and outstanding capital stock shares of any publicly traded company, as a portion of a portfolio or otherwise, (b) make minority investments in companies whose total revenues derived from the marketing, sales and support of Removable Recording Media Products (other than Medical Media Products) do not exceed five percent (5%) of such companies’ consolidated revenues, and (c) make a larger investment in, or acquire, any company engaged in such competing business so long as TDK causes the acquired company to divest the portion of such business which competes in the marketing, sales and support of Removable Recording Media Products (other than Medical Media Products) within twelve (12) months of the investment in, or acquisition of, such company. (c) TDK acknowledges that Imation has required that TDK make the agreements in this Section 4.16 as a Competing Businesscondition to Imation’s consummation of the Transactions. TDK further acknowledges and agrees that the agreements contained in this Section 4.16 are reasonable (including with respect to duration, (iigeographical area and scope) it shall not be a and necessary to protect the legitimate interests of Imation and that any violation or breach of this Section 5.12 4.16 will result in substantial and irreparable harm to operate Imation. (d) TDK agrees to cause its Subsidiaries to observe and comply with the provisions of this Section 4.16. (e) If the final judgment of a Competing Business court of competent jurisdiction declares that has been acquired by such Personany term or provision of this Section 4.16 is invalid or unenforceable, provided the parties intend that such Competing Business accounted for less than 10% the court making the determination of invalidity or unenforceability have the power to reduce the scope, duration or area of the net revenues term or provision, to delete specific words or phrases or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the total business acquired invalid or unenforceable term or provision, and such Competing Business is sold this Agreement will be enforceable as so modified commencing on the expiration of the time within 12 months of such acquisition, (iii) nothing herein contained shall which the judgment may be construed to prevent Seller or its Affiliates from acquiring or merging with any business, Person or entity fifty percent (50%) or more of whose consolidated revenues for the most recently completed fiscal year prior to such acquisition were derived from businesses other than a Competing Business and, in such case, continuing to operate such Competing Business, (iv) nothing herein contained shall be construed to prevent Seller or its Affiliates from being acquired (through a merger or otherwise) by any business, Person or entity (a “Potential Acquirer”) who operates a Competing Business and who after such acquisition continues to operate a Competing Business so long as Seller and its direct subsidiaries do not operate a Competing Business and (v) that this Section 5.12 shall not apply to, prohibit or in anyway inhibit the Seller or its Subsidiaries from owning or operating its facility in North Bend, Ohio; provided, further that nothing in Section 5.12 shall prohibit the Seller or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer in the Ordinary Course of Businessappealed.

Covenant Not to Compete. Seller a) In consideration and recognition of (i) Cingular’s grant to Agent of the right to use the Marks and the great value of the goodwill associated with Agent’s ability to use the Marks, which rights and value are not available to distributors generally, (ii) the right of Agent to advertise affiliation with Cingular as an authorized Agent of Cingular, (iii) the value of specialized, technical knowledge of the wireless industry imparted by Cingular to Agent from time to time, and (iv) Agent’s access to Cingular’s confidential information and trade secret information, including but not limited to Cingular’s customer lists, Agent agrees thatto be bound by the covenants in this Section 20. Such rights and value shall constitute independent consideration for the covenants in this Section 20. Therefore, for value received, as identified above, Agent agrees that Agent, its officers, directors, key employees and principals, any Affiliate of Agent or any person owning a controlling interest in Agent or an Affiliate of Agent, shall during the 3-year term of this Agreement and for a period immediately of six (6) months following the Closing, Seller shall not and shall cause its Subsidiaries, not to, within those countries set forth in Section 5.12 expiration or termination of the Company Disclosure Schedule, engagethis Agreement not, directly or indirectly, in induce, influence or directly suggest to any customer of Cingular’s WCS to purchase CMRS from another reseller or indirectly acquire, any ownership interest in any firm, corporation, partnership, proprietorship, limited liability company or other business entity that engages provider of CMRS in the manufacturing of nitrogen (a “Competing Business”)Area; provided, however, (ithe foregoing shall not prohibit such entities from performing general solicitations not specifically targeting any customer of Cingular’s WCS via general advertisements and contracting with any person who may respond to such general advertising. b) Agent further agrees that it shall cause any Sub-Agent to comply with the restrictions contained in this Section 5.12 shall not restrict the ownership by Seller, its Subsidiaries, directly or indirectly, of less than 2% of the outstanding capital stock of any publicly traded company engaged in a Competing Business, (ii) it shall not be a violation of this Section 5.12 20. c) The provision of this Section 20 shall survive the expiration or termination of this Agreement for a period of one year. Notwithstanding the foregoing, the restrictions of this Section 20 shall not apply upon termination of this Agreement by Agent pursuant to operate a Competing Business that has been acquired by such Person, provided that such Competing Business accounted for less than 10% of Section 18.a). d) To the net revenues of the total business acquired and such Competing Business is sold within 12 months of such acquisition, (iii) nothing herein contained shall be construed to prevent Seller or its Affiliates from acquiring or merging with any business, Person or entity fifty percent (50%) or more of whose consolidated revenues for the most recently completed fiscal year prior to such acquisition were derived from businesses other than a Competing Business and, in such case, continuing to operate such Competing Business, (iv) nothing herein contained shall be construed to prevent Seller or its Affiliates from being acquired (through a merger or otherwise) by any business, Person or entity (a “Potential Acquirer”) who operates a Competing Business and who after such acquisition continues to operate a Competing Business so long as Seller and its direct subsidiaries do not operate a Competing Business and (v) extent that this Section 5.12 20 contains or imposes a restriction upon Agent that is deemed unenforceable by virtue of its scope in terms of area, business activity prohibited, and/or length of time, but could be enforceable by reducing any or all thereof, Agent and Cingular agree that same shall not apply to, prohibit or in anyway inhibit be enforced to the Seller or its Subsidiaries from owning or operating its facility in North Bend, Ohio; provided, further that nothing in Section 5.12 shall prohibit fullest extent permissible under the Seller or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer laws and public policies applied in the Ordinary Course jurisdiction in which enforcement is sought. Cingular and Agent shall mutually agree to a modification of Businessany invalid or unenforceable term or condition hereof to the extent required to be valid and enforceable. Such modifications to this Agreement shall be required only in the Area directly affected by any such ruling.

Covenant Not to Compete. Seller is hereby deleted and replaced in its entirety with the following: The Executive hereby covenants and agrees thatthat for a period of two years following the date of her termination of employment with the Employer (the “Non-Compete Period”), she shall not, without the written consent of the Employer, become an officer, employee, consultant, director or trustee of any savings bank, savings and loan association, savings and loan holding company, bank or bank holding company, or any direct or indirect subsidiary or affiliate of any such entity, that entails working within any county in which the Company or the Bank maintains an office as of the date of termination of the Executive’s employment. In addition, in the event of a breach by the Executive of any of the provisions of this Section 14, the Employer may avail itself of such remedies that may be available to it as a result of such breach by the Executive, with such remedies to be cumulative and not mutually exclusive. During the Non-Compete Period, provided the Executive is and continues to be as of each payment date in material compliance with the Agreement as amended by this Amendment, and provided further that no amounts are payable to the Executive pursuant to either Section 9 or Section 11 of the Agreement, the Bank shall pay to the Executive a total of Eight Hundred Sixty-Five Thousand Two Hundred Dollars ($865,200) in installments, representing 2x Executive’s Base Salary and 2x her 2009 EIP at Target. The foregoing amount shall be made in equal monthly installments of Thirty-Six Thousand Fifty Dollars during the 3Non-year period immediately following Compete Period on or about the Closing, Seller shall not and shall cause its Subsidiaries, not to, within those countries set forth in Section 5.12 first business day of the Company Disclosure Schedule, engage, directly or indirectly, in or directly or indirectly acquire, any ownership interest in any firm, corporation, partnership, proprietorship, limited liability company or other business entity that engages in the manufacturing of nitrogen (a “Competing Business”)each month; provided, however, (i) that the restrictions contained monthly installments that would otherwise have been paid during the first six months following the Retirement Date shall be delayed and paid in this Section 5.12 shall not restrict a lump sum in the ownership by Seller, its Subsidiaries, directly or indirectly, amount of less than 2Two Hundred Fifty-Two Thousand Three Hundred Fifty Dollars together with interest thereon to the date of payment at a rate equal to 120% of the outstanding capital stock Applicable Federal Rate in effect at the Retirement Date (the “Rate”), on August 2, 2010 if the Executive is and continues to be in material compliance with the Agreement as amended by this Amendment. Commencing September 1, 2010, each monthly installment for the remainder of the Non-Compete Period shall be Thirty-Six Thousand Fifty Dollars. Provided that the Executive remains employed by the Bank through the Retirement Date and is in material compliance with the Agreement as amended by this Amendment then, no later than January 31, 2010, the Bank shall pay Executive a lump sum cash payment equal to the insurance premium cost (Bank’s and Employee’s) at that time of twenty four months’ continuation of health and dental insurance coverage for Executive and her family under the Bank’s group health insurance coverage. Executive may use such funds at her discretion, and will have the right to continue to participate in the Bank’s employee medical plan, the Bank’s retiree medical coverage, COBRA or other as she desires at the time of retirement; provided she is eligible under the terms of such plans at the Retirement Date. In the event that the Bank shall fail to timely make any such payment, which failure shall continue for more than 10 days after written notice thereof from the Executive to the Bank, then the Bank shall pay to the Executive interest thereon (at the Rate) from the date of any publicly traded company engaged such nonpayment or payments when due, until paid, and shall be responsible for all costs and expenses, including, without limitation, reasonable attorneys’ fees, that the Executive incurs in a Competing Business, (ii) it order to collect said payments or enforce the terms hereof. The Bank acknowledges and agrees that any employment of the Executive during the Non-Compete Period which does not otherwise violate the terms hereof shall not be a violation of this Section 5.12 affect the Bank’s obligation to operate a Competing Business that has been acquired by such Person, provided that such Competing Business accounted for less than 10% of make (or the net revenues of Executive’s right to receive) the total business acquired payments and such Competing Business is sold within 12 months of such acquisition, (iii) nothing herein contained shall be construed to prevent Seller or its Affiliates from acquiring or merging with any business, Person or entity fifty percent (50%) or more of whose consolidated revenues for the most recently completed fiscal year prior to such acquisition were derived from businesses other than a Competing Business and, in such case, continuing to operate such Competing Business, (iv) nothing herein contained shall be construed to prevent Seller or its Affiliates from being acquired (through a merger or otherwise) by any business, Person or entity (a “Potential Acquirer”) who operates a Competing Business and who after such acquisition continues to operate a Competing Business so long as Seller and its direct subsidiaries do not operate a Competing Business and (v) that this Section 5.12 shall not apply to, prohibit or in anyway inhibit the Seller or its Subsidiaries from owning or operating its facility in North Bend, Ohio; provided, further that nothing in Section 5.12 shall prohibit the Seller or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer in the Ordinary Course of Businessbenefits hereunder.

Covenant Not to Compete. Seller agrees thatIn furtherance of the sale to Buyer ------------------------ of the Transferred Assets, during the 3-year for a period immediately of five (5) years following the ClosingClosing Date (the "Covenant Period"), Seller shall not and shall cause its Subsidiariesneither the Industries Group, not to, within those countries set forth in Section 5.12 of the Company Disclosure Schedule, engageso long as they are owned, directly or indirectlyindirectly by IVAX, in or nor IVAX shall, directly or indirectly acquire, any ownership interest in any firm, corporation, partnership, proprietorship, limited liability company (other than through an entity (an "Acquired Entity") acquired by IVAX or other business entity that engages its affiliates after the date hereof and during the Covenant Period which is not primarily engaged in the manufacturing of nitrogen Prohibited Business (a “Competing as hereafter defined)), compete with Buyer, anywhere in the world, in the Business as conducted by the Industries Group prior to the Closing (the "Prohibited Business”"); provided, however, (i) that the restrictions contained in this Section 5.12 shall not restrict the ownership by Seller, its Subsidiaries, directly or indirectly, of less than 2% of the outstanding capital stock of any publicly traded company engaged in a Competing Business, (ii) it shall not be a violation of this Section 5.12 to operate a Competing Business that has been acquired by such Person, provided that such Competing Business accounted for less than 10% of the net revenues of the total business acquired and such Competing Business is sold within 12 months of such acquisition, (iii) nothing herein contained shall be construed to prevent Seller the Industries Group from owning, as an investment, up to 5% of a class of equity securities issued by any competitor of Buyer that is publicly traded and registered under Section 12 of the Securities Exchange Act of 1934. In the event that the Acquired Entity is engaged in the Prohibited Business, IVAX or its Affiliates from acquiring affiliates as the case may be, shall (to the extent it directly or merging with any businessindirectly controls such Acquired Entity) within 60 days after the acquisition, Person offer to sell to the Buyer the assets relating exclusively to the Prohibited Business on terms and conditions and for a purchase price to be mutually agreed to by the parties (IVAX hereby agreeing to furnish or entity fifty percent (50%) or more of whose consolidated revenues cause to be furnished, to the Buyer such access to information concerning the Prohibited Business as shall be reasonably necessary for the most recently completed fiscal year prior Buyer to respond to such offer). In the event the parties are unable to agree upon a purchase price for such assets within 60 days after the Buyer is offered to purchase such assets, then IVAX shall thereafter offer to sell such assets to the Buyer for cash in an amount equal to the fair market value of such assets (the "Appraised Value") as determined by a nationally recognized independent investment banking firm mutually selected by IVAX and the Buyer and otherwise on terms and conditions as shall be agreed to by the parties. The Buyer shall have a period of 15 days after determination of the purchase price by such investment banking firm in which to notify IVAX or its affiliates, as the case may be, of its desire to accept or decline such offer. If the Buyer declines or fails to accept such offer and thereafter IVAX or its affiliates shall, within the shorter of (i) one year after acquisition of the Prohibited Business or (ii) the remaining period under the Covenant Period, determine to sell the assets related to the Prohibited Business to any third party for a purchase price less than the Appraised Value, the Buyer shall have a right of first refusal, exercisable within 30 days, to purchase such assets on the same terms and conditions as were derived from businesses other than offered to such third party. Any sale to the Buyer of assets pursuant to this Section 5.1 shall be consummated as promptly as practicable. In the event of a Competing Business andbreach by the Industries Group of any of the provisions of this Section 5.1, Buyer may, in such caseaddition to other rights and remedies existing in its favor, continuing apply to operate such Competing Business, (iv) nothing herein contained any court of competent jurisdiction for specific performance and/or injunctive relief in order to enforce or prevent any violations of the provisions hereof. If the period of time or territory of any restriction set forth in this Section 5.1 shall be construed adjudged unreasonable in any proceeding, the period of time shall be reduced by such number of months or the territory shall be reduced by the elimination of such unreasonable portion thereof, or both, so that such restrictions may be enforceable for such time and in the manner adjudged to prevent Seller or its Affiliates from being acquired (through a merger or otherwise) by any business, Person or entity (a “Potential Acquirer”) who operates a Competing Business and who after such acquisition continues to operate a Competing Business so long as Seller and its direct subsidiaries do not operate a Competing Business and (v) that be reasonable. The running of the Covenant Period set forth in this Section 5.12 5.1 shall not apply tobe tolled with respect to the Industries Group and their affiliates during the continuance of any actual breach thereof, prohibit but only if the Buyer notifies IVAX that it believes that such a breach is occurring and of the facts giving rise to such breach promptly after the Buyer becomes aware of such breach and only if it is determined by agreement of the parties or in anyway inhibit the Seller or its Subsidiaries from owning or operating its facility in North Bend, Ohio; provided, further by a court of competent jurisdiction that nothing in Section 5.12 shall prohibit the Seller or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer in the Ordinary Course of Businesssuch a breach has occurred.

Covenant Not to Compete. Seller agrees thatthat for a period of six ----------------------- years from and after the Closing Date, during the 3-year period immediately following the Closing, Seller it shall not and shall cause its Subsidiaries, not to, within those countries set forth in Section 5.12 of the Company Disclosure Schedule, engagenot, directly or indirectlyindirectly through any of its Affiliates, in or directly or indirectly acquire, any ownership interest engage in any firm, corporation, partnership, proprietorship, limited liability company business that competes directly with the Business in supplying any existing customer of the Business or other business entity that engages Airbus any of the commercial or C-17 products currently manufactured by the Business directly for third party customers or any natural follow-on products representing modifications or improvements of such products for existing third party customers on current or successor programs or any similar products in the manufacturing case of nitrogen Airbus (a “Competing Business”collectively "Competitive Activities"); provided, however, that nothing herein shall prohibit: (i) an investment of less than 20% of the equity securities (as determined at the time of the investment) in a Person; (ii) any acquisition by Seller of another Person which is engaged in a Competitive Activity, if such Competitive Activity represents (A) during the first three years from and after the Closing Date, the lesser of (x) less than one-third of such Person's revenues and less than one-third of such Person's assets or (y) $300,000,000 in revenues of such Person and (B) thereafter, less than one-third of such Person's revenue and less than one-third of such Person's assets; or (iii) any such Competitive Activity by another Person if such Person has acquired Seller or substantially all of its assets; provided, however, that the restrictions contained in this Section 5.12 shall not restrict the ownership by Seller, its Subsidiaries, directly or indirectly, of less than 2% of the outstanding capital stock of any publicly traded company engaged in a Competing Business, (ii) it shall not be a violation of this Section 5.12 6.7 shall remain applicable to operate a Competing Business that has been acquired by such Person, provided that such Competing Business accounted for less than 10% of the net revenues of the total business acquired Seller and such Competing Business is sold within 12 months of such acquisition, (iii) nothing herein contained shall be construed to prevent Seller or its Affiliates from acquiring or merging with any business, Person or entity fifty percent (50%) or more of whose consolidated revenues for the most recently completed fiscal year prior to such acquisition were derived from businesses other than a Competing Business and, in such case, continuing to operate such Competing Business, (iv) nothing herein contained shall be construed to prevent Seller or its Affiliates from being acquired (through a merger or otherwise) by any business, Person or entity (a “Potential Acquirer”) who operates a Competing Business and who assets after such acquisition continues to operate whether the business of Seller is held as a Competing Business so long as Seller and its direct subsidiaries do not operate separate legal entity or a Competing Business and (v) that division of such acquiring Person. The provisions of this Section 5.12 6.7 shall be deemed to be a separate covenant in each country in which the Business is currently engaged in Competitive Activities. Seller acknowledges and agrees that the time, scope, geographic area and other provisions of this covenant not apply toto compete have been specifically negotiated by sophisticated parties and that such provisions are reasonable under the circumstances. The parties further agree that if, prohibit despite the foregoing acknowledgment, a court or in anyway inhibit other tribunal of competent jurisdiction holds that any of the Seller restrictions of this covenant not to compete are unenforceable, the maximum restrictions of time, scope or its Subsidiaries from owning geographic area reasonable under the circumstances, as determined by such court or operating its facility in North Bendtribunal, Ohio; provided, further that nothing in Section 5.12 shall prohibit the Seller or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer in the Ordinary Course of Businessbe substituted for any such restrictions held unenforceable.

Covenant Not to Compete. Seller (a) Each Shareholder acknowledges and agrees thatthat he possesses information unique and proprietary to the Company and that Purchaser would not be willing to enter into this Agreement if such Shareholder, during after the 3-year Closing Date, could compete with the Company or Purchaser because such competition by such Shareholder would severely injure the Company or Purchaser no matter where in the geographic areas listed below such competition occurred. Accordingly and in consideration for $100 of the Purchase Price (or $25 per Shareholder) and the mutual covenants and agreements contained herein, each Shareholder agrees that for a period immediately following of five (5) years from the ClosingClosing Date, Seller such Shareholder shall not and shall cause its Subsidiaries, not to, within those countries set forth in Section 5.12 of the Company Disclosure Schedule, engage, directly or indirectly, in whether as an owner, stockholder, partner, employee, independent contractor, or directly otherwise, compete with the Company or indirectly acquire, Purchaser or any ownership interest in any firm, corporation, partnership, proprietorship, limited liability company affiliate of the Company or other business entity that engages Purchaser in the manufacturing bulk distribution or retail sale of nitrogen (liquid petroleum fuels anywhere within the trade areas of the Company, Purchaser or Meteor existing as of the Date of Closing in the States of New Mexico, Colorado, and Wyoming. The period, the geographical area and the scope of the restrictions on Shareholders' activities are divisible so that if any provision of the restriction is invalid, that provision shall automatically be modified to the extent necessary to make it valid. The provisions of this Section 4.14 shall be in addition to any other similar agreements entered into by the Company and certain individual Shareholders and shall not serve to supplant or reduce the effect of such other agreements. The parties hereto agree and acknowledge that many of the rights conveyed by this Section 4.14 are of a “Competing Business”); provided, however, (i) unique and special nature and that the restrictions Company and Purchaser will not have an adequate remedy at law in the event of failure of Shareholders to abide by its terms and conditions, nor will money damages adequately compensate for such injury. It, therefore, is agreed between the parties that in the event of breach by a Shareholder of Shareholders' agreements contained in this Section 5.12 4.14, the Company and Purchaser shall not restrict have the ownership rights against the offending Shareholder, among other rights, to damages sustained thereby and to an injunction to restrain such Shareholder from the prohibited acts. Nothing herein contained shall in any way limit or exclude any and all other rights granted by Seller, its Subsidiaries, directly law or indirectly, of less than 2% of equity to the outstanding capital stock of any publicly traded company engaged Company or Purchaser. (b) Nothing in a Competing Business, (ii) it shall not be a violation of this Section 5.12 to operate a Competing Business that has been acquired by such Person, provided that such Competing Business accounted for less than 10% of the net revenues of the total business acquired and such Competing Business is sold within 12 months of such acquisition, (iii) nothing herein contained 4.14 shall be construed to prevent Seller or its Affiliates each Shareholder from acquiring or merging with any businessowning, Person or entity fifty as a passive investment, up to the five percent (505%) of the debt or more equity securities of whose consolidated revenues for any company whether privately-held or publicly-traded, which may be considered competitive with the most recently completed fiscal year prior to such acquisition were derived from businesses other than a Competing Business andCompany or the Purchaser, in such case, continuing to operate such Competing Business, (iv) nothing herein contained shall be construed to prevent Seller or its Affiliates from being acquired (through a merger or otherwise) by any business, Person or entity (a “Potential Acquirer”) who operates a Competing Business and who after such acquisition continues to operate a Competing Business so long as Seller and its direct subsidiaries do a Shareholder does not operate act as a Competing Business and (v) that this Section 5.12 shall not apply toconsultant, prohibit advisor, officer, director, or in anyway inhibit the Seller or its Subsidiaries from owning or operating its facility in North Bend, Ohio; provided, further that nothing in Section 5.12 shall prohibit the Seller or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer in the Ordinary Course employee of Businesssuch company.

Covenant Not to Compete. Seller agrees Employee acknowledges that Employer's activities are international in scope. Employee therefore covenants that, during the 3-year Term and, except as provided in this Agreement, for a period immediately following of two (2) years after the Closingtermination of Employee's employment with Employer, Seller shall not and shall cause its Subsidiariessuccessors, not toand/or assigns, within those countries set forth in Section 5.12 or cessation of the Company Disclosure Schedulepayment to Employee under this Agreement, engagewhichever is later, Employee will not, directly or indirectly, in engage or directly be interested (as principal, agent, manager, employee, consultant, owner, partner, officer, director, stockholder, trustee or indirectly acquire, any ownership interest otherwise) in any firmentity engaged in a business which competes in a material manner with Employer within a three mile radius of any business location of Employer or any of its subsidiaries, corporationaffiliates, partnership, proprietorship, limited liability company or other business entity that engages in the manufacturing of nitrogen (a “Competing Business”); provided, however, (i) that the restrictions contained in this Section 5.12 shall not restrict the franchisees. Employee's ownership by Seller, its Subsidiaries, directly or indirectly, of less than two percent (2% %) of the outstanding capital voting stock of any publicly traded company engaged in a Competing Businessheld corporation, (ii) it or any other entity specifically authorized by the Board of Directors of Employer, shall not be constitute a violation of this Section 5.12 4. 4.2.1 Notwithstanding the provisions of Section 4.2, if Employee's employment with Employer is terminated by Employer without cause or by Employee with good reason, then the post-termination period of the covenant against competition set forth in Section 4.2 shall apply for only one (1) year after termination of Employee's employment.. For purposes of this Section 4.2.1, the term "good reason" shall mean that: (a) Employer has relocated its corporate headquarters more than one hundred (100) miles from Dayton, Ohio; (b) Employer has directed Employee to operate a Competing Business take an unlawful action or omission that has been acquired by a reasonable probability of exposing Employee and/or Employer to criminal liability and Employer has not rescinded its request within thirty (30) days after Employee gives Employer written notice of his unwillingness to take the action/omission and his reasons for such Personunwillingness; (c) Without Employee's consent, provided that Employer has substantially decreased Employee's responsibilities and/or has reduced Employee's base compensation (unless Employer has made similar reductions in the base compensation of Employer's other senior executives); and/or (d) Employer fails to comply with any material provision of this Agreement and has not cured such Competing Business accounted for less than 10% of the net revenues of the total business acquired and such Competing Business is sold failure within 12 months thirty (30) days after Employee has given written notice of such acquisition, (iii) nothing herein contained shall be construed non-compliance to prevent Seller or its Affiliates from acquiring or merging with any business, Person or entity fifty percent (50%) or more of whose consolidated revenues for the most recently completed fiscal year prior to such acquisition were derived from businesses other than a Competing Business and, in such case, continuing to operate such Competing Business, (iv) nothing herein contained shall be construed to prevent Seller or its Affiliates from being acquired (through a merger or otherwise) by any business, Person or entity (a “Potential Acquirer”) who operates a Competing Business and who after such acquisition continues to operate a Competing Business so long as Seller and its direct subsidiaries do not operate a Competing Business and (v) that this Section 5.12 shall not apply to, prohibit or in anyway inhibit the Seller or its Subsidiaries from owning or operating its facility in North Bend, Ohio; provided, further that nothing in Section 5.12 shall prohibit the Seller or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer in the Ordinary Course of BusinessEmployer.

Covenant Not to Compete. Seller agrees thatAs an ancillary covenant to the terms and conditions set forth elsewhere in this Agreement, during and in particular the 3-year period immediately following the Closing, Seller shall not and shall cause its Subsidiaries, not to, within those countries covenants set forth in Section 5.12 subsections (b) and (c) above, and in consideration of the Company Disclosure Schedulemutual promises set forth in this Agreement and other good and valuable consideration received and to be received, engageXxXxxx will not, directly or indirectly, in own or directly become employed by, lease real property (except any such property formerly leased by and voluntarily vacated by Client) to, provide financing for, invest, or indirectly acquireotherwise provide consulting services to, any ownership interest person, business, or entity engaged or planning to become engaged in the pawn business, retail sale of used or secondhand merchandise or jewelry, auto title loans, deferred deposit loans, or any firmbusiness competitive with Client prior to the date of termination of this Agreement in the state of Nevada. XxXxxx understands that the Client and its affiliates have plans to expand the scope of their activities and the geographic area of operations of Client and its affiliates in the near future with the direct involvement of XxXxxx; therefore, corporationXxXxxx agrees that the limitations as to time, partnershipgeographical area, proprietorship, limited liability company or and scope of activity contained in this covenant do not impose a greater restraint than is necessary to protect the goodwill and other business entity that engages interests of Client, and are therefore reasonable. If any provision of this covenant is found to be invalid in part or in whole, Client may elect, but shall not be required, to have such provision reformed, whether as to time, area covered, or otherwise, as and to the manufacturing of nitrogen (a “Competing Business”); providedextent required for its validity under applicable law and, howeveras so reformed, such provision shall be enforceable. Notwithstanding anything herein to the contrary, this subparagraph 6(d) specifically excludes: (i) that the restrictions contained in this Section 5.12 shall not restrict the ownership by Seller, its Subsidiaries, directly or indirectly, of less than 2% of the outstanding capital stock of any publicly traded company XxXxxx’x existing business engaged in a Competing Business, the sale and financing of used motor vehicles in Nevada; (ii) it shall not be pawnshops operated in Arizona and Oregon, and the involvement of Pawn Shop Management LLC, a violation of this Section 5.12 to operate a Competing Business that has been acquired by such PersonNevada limited liability company, provided that such Competing Business accounted for less than 10% of the net revenues of the total business acquired therewith; and such Competing Business is sold within 12 months of such acquisition, (iii) nothing herein contained shall be construed to prevent Seller or its Affiliates from acquiring or merging with any business, Person or entity fifty percent (50%) or more XxXxxx’x position as a member of whose consolidated revenues for the most recently completed fiscal year prior to such acquisition were derived from businesses other than Board of Directors and minority investor in a Competing Business and, in such case, continuing to operate such Competing Business, (iv) nothing herein contained shall be construed to prevent Seller or its Affiliates from being acquired (through a merger or otherwise) by any business, Person or entity (a “Potential Acquirer”) who operates a Competing Business and who after such acquisition continues to operate a Competing Business so long as Seller and its direct subsidiaries do not operate a Competing Business and (v) that this Section 5.12 shall not apply to, prohibit or in anyway inhibit the Seller or its Subsidiaries from owning or operating its facility in North Bend, Ohio; provided, further that nothing in Section 5.12 shall prohibit the Seller or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer bank chartered in the Ordinary Course State of BusinessNevada.

Covenant Not to Compete. Seller agrees that(a) For a period of two years from and after the Closing Date, during the 3-year period immediately following the Closingneither Xxxxxx, Seller shall not and shall cause its SubsidiariesXxxxxx or Xxxxxx Sales, not to, within those countries set forth in Section 5.12 nor any of the Company Disclosure Schedule, engage, directly or indirectly, in or their respective subsidiaries will engage directly or indirectly acquire, any ownership interest in any firmbusiness that the Gift Business conducts as of the Closing Date including specifically the following lines of business: baby products, corporationtableware, partnershipgift wrap and gift bags and tissue, proprietorshipgift and keepsake boxes, limited liability company stationery, wedding products, journals and diaries, guest books, brag books, bridge card products, photo albums and storage, memory and scrap books, remembrance (memory) products, kitchen recipe products, calendars, recipe cards and storage, and address books and candles and other product lines sold by Xxxxxx or other business entity that engages engaged in by Xxxxxx as of the date of this Agreement, as generally reflected in the manufacturing catalogs attached as Disclosure Schedule 6.5(a)(1) (in the geographic area in which any of nitrogen (a “Competing Business”Seller and Xxxxxx Sales conducts that business as of the Closing Date); provided, however, (i) that the restrictions contained in this Section 5.12 shall not restrict the ownership by Seller, its Subsidiaries, directly or indirectly, of less than 2% five percent (5%) of the outstanding capital stock of any publicly publicly-traded company engaged in a Competing Business, (ii) it corporation shall not be deemed to be a violation breach of this Section 5.12 6.5(a), and provided further that no restrictions shall apply to operate a Competing Business that has been acquired product lines sold by such Person, provided that such Competing Business accounted for less than 10% Xxxxxx or business engaged in by Xxxxxx as of the net revenues date of this Agreement, as generally reflected in the total business acquired catalogs attached as Disclosure Schedule 6.5(a)(2). The parties acknowledge that Buyer is particularly concerned about the number of journal and such Competing Business is planner SKU's which may be sold within 12 months by Seller or Xxxxxx during the term of this Covenant Not to Compete. Therefore, Seller and Xxxxxx agree that during the term of this Covenant Not to Compete, they shall not increase the number of such acquisition, (iiiSKU's as reflected in Disclosure Schedule 6.5(a)(2) nothing herein contained shall be construed to prevent Seller or its Affiliates from acquiring or merging with any business, Person or entity by more than fifty percent (50%). (b) If the final judgment of a court of competent jurisdiction declares that any term or more provision of whose consolidated revenues for this Section 6.5 is invalid or unenforceable, the most recently completed fiscal year prior Parties agree that the court making the determination of invalidity or unenforceability shall have the power to such acquisition were derived from businesses other than reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a Competing Business andterm or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, in such case, continuing to operate such Competing Business, (iv) nothing herein contained and this Agreement shall be construed to prevent Seller or its Affiliates from being acquired (through a merger or otherwise) by any business, Person or entity (a “Potential Acquirer”) who operates a Competing Business and who enforceable as so modified after such acquisition continues to operate a Competing Business so long as Seller and its direct subsidiaries do not operate a Competing Business and (v) that this Section 5.12 shall not apply to, prohibit or in anyway inhibit the Seller or its Subsidiaries from owning or operating its facility in North Bend, Ohio; provided, further that nothing in Section 5.12 shall prohibit expiration of the Seller or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer in time within which the Ordinary Course of Businessjudgment may be appealed.

Covenant Not to Compete. Seller agrees that(a) During the period commencing on the date hereof and continuing until the expiration of five (5) years after your Retirement Date (the “Restriction Period”), during you will not, without the 3prior written consent of the Company, which consent the Company may grant or withhold in its sole discretion, except that the Company will not unreasonably withhold or delay such consent with respect to the Carve-year period immediately following the Closing, Seller shall not and shall cause its Subsidiaries, not to, within those countries Out Activities set forth in below, provided you reaffirm at the time your obligations under Section 5.12 1 of the Company Disclosure Schedule, engagethis Agreement, directly or indirectly, for your own account or the account of others, as an employee, consultant, partner, officer, director or stockholder (other than a holder of less than five percent (5%) of the issued and outstanding stock or other equity securities of an issuer whose securities are publicly traded), or in any other capacity, provide services to any person or business engaged in the manufacture and distribution of beverage alcohol in the Territory, whether or not such person or business competes directly with the Company. (b) Investing in or directly providing services to the following businesses shall constitute the “Carve-Out Activities” for which the Company will not unreasonably withhold or indirectly acquire, any ownership interest in any firm, corporation, partnership, proprietorship, limited liability company or other business entity that engages in the manufacturing of nitrogen (a “Competing Business”); provided, however, delay its consent: (i) Sellers of beverage alcohol at retail, including bars and taverns, restaurants and hotels, and other sellers of beverage alcohol for on-premise consumption and, for purpose of clarity, including an independent “brew pub” or other producer of malt beverages and/or hard ciders where 75% or more of its production is consumed on its own premises and none of its investors, consultants or licensors is otherwise a manufacturer of malt beverages and/or hard ciders; (ii) Manufacturers of beverage alcohol products whose only products are spirits or wine; provided that, if you become involved in any fashion with such an entity and subsequently become aware that such entity has begun internal discussions concerning engaging in the manufacture or distribution of any beers, hard ciders or flavored malt beverages, you will refrain from participating in any such discussions and promptly inform the Company of the fact that such internal discussions have begun, and your continued service at or investment in such entity shall require the Company’s written approval; (iii) Businesses operating solely outside of the United States, provided any such business in which you might propose to invest or to which you might propose to provide services confirms to the Company that it has no intention or plans to enter the United States market with any beers, hard ciders or flavored malt beverages. You acknowledge that the foregoing restrictions contained are fair and reasonable, given your position with the Company, and that your involvement in any proscribed activity would result in, or constitute a substantial risk of, damage or injury to the legitimate business interests of the Company. The restriction set forth in this Section 5.12 (and in paragraph 1) shall not restrict the ownership by Seller, its Subsidiaries, directly or indirectly, of less than 2% apply regardless of the outstanding capital stock reason for your departure from the Company, and regardless of any publicly traded company engaged in a Competing Business, (ii) it shall not be a violation of this Section 5.12 to operate a Competing Business that has been acquired by whether you or the Company initiated such Person, departure; provided that such Competing Business accounted for less than 10% the Company provides you with all of the net revenues of benefits and payments to which you are entitled under the total business acquired Retirement Letter Agreement dated February 2, 2017 between you and such Competing Business is sold within 12 months of such acquisitionthe Company. You acknowledge that you have read and you understand this provision, (iii) nothing herein contained shall be construed and that you have agreed to prevent Seller or its Affiliates from acquiring or merging with any business, Person or entity fifty percent (50%) or more of whose consolidated revenues for the most recently completed fiscal year prior to such acquisition were derived from businesses other than a Competing Business andit knowingly and voluntarily, in such case, continuing order to operate such Competing Business, (iv) nothing herein contained shall be construed obtain the benefits provided to prevent Seller or its Affiliates from being acquired (through a merger or otherwise) you by any business, Person or entity (a “Potential Acquirer”) who operates a Competing Business and who after such acquisition continues to operate a Competing Business so long as Seller and its direct subsidiaries do not operate a Competing Business and (v) that this Section 5.12 shall not apply to, prohibit or in anyway inhibit the Seller or its Subsidiaries from owning or operating its facility in North Bend, Ohio; provided, further that nothing in Section 5.12 shall prohibit the Seller or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer in the Ordinary Course of BusinessCompany.

Covenant Not to Compete. Seller agrees that, during (a) Employee acknowledges that (i) the 3-year period immediately following the Closing, Seller shall not and shall cause its Subsidiaries, not to, within those countries set forth in Section 5.12 principal business of the Company Disclosure Scheduleis formulating, engagedesigning, directly or indirectlyproducing, in or directly or indirectly acquiremanufacturing, any ownership interest in any firmmarketing, corporationdistributing, partnershipselling, proprietorshipconsigning, limited liability company or other business entity and promoting beverages that engages in contain anti-oxidants (the manufacturing of nitrogen (a “Competing Business”); (ii) Employee is and likely will remain one of a limited number of persons critical to the success of the Company; (iii) the Company currently engages in the Business in New York, Florida, California, and Hawaii, and currently plans to expand the geographical scope of the Business broadly and has taken significant steps in support of such planned expansion; (iv) the Company has spent substantial money, time and effort in developing its business plan, business, and business relationships throughout the Territory and in developing its trade secret information, initial customers, customer relationships and goodwill; (v) the Company pays its managerial level employees (such as Employee), among other things, to develop, preserve and utilize the Company’s trade secret information for its competitive advantage, and to help develop and implement the Company’s strategic plans; (vi) Employee’s work for the Company will give Employee access to the confidential information and trade secrets of the Company and will enable Employee to develop business relationships with the Company’s customers; (vii) the agreements and covenants of Employee contained in this Section 4 are reasonable and necessary to the business and goodwill of the Company; and (viii) the Company would not have entered into this Agreement or retained Employee but for the covenants and agreements set forth in this Section 4. For purposes of this Section 4, the “Territory” means New York, Florida, California, and Hawaii, and any country, state, or local jurisdiction in which the Company engaged in the Business within one year before the date on which Employee ceases employment for any reason (the “Termination Date”), as well as any country, state, or local jurisdiction in which the Company both was actively planning, as of the Termination Date, to engage in the Business and actually engaged in the Business within one year after the Termination Date (“Additional Territory”), provided, however, (i) that the restrictions contained in this Section 5.12 applicable to the Additional Territory shall not restrict only apply after the ownership by Seller, its Subsidiaries, directly or indirectly, of less than 2% of Company notifies Employee that the outstanding capital stock of any publicly traded company engaged in a Competing Business, (ii) it shall not be a violation of this Section 5.12 to operate a Competing Company has commenced doing Business that has been acquired by such Person, provided that such Competing Business accounted for less than 10% of the net revenues of the total business acquired and such Competing Business is sold within 12 months of such acquisition, (iii) nothing herein contained shall be construed to prevent Seller or its Affiliates from acquiring or merging with any business, Person or entity fifty percent (50%) or more of whose consolidated revenues for the most recently completed fiscal year prior to such acquisition were derived from businesses other than a Competing Business and, in such case, continuing to operate such Competing Business, (iv) nothing herein contained shall be construed to prevent Seller or its Affiliates from being acquired (through a merger or otherwise) by any business, Person or entity (a “Potential Acquirer”) who operates a Competing Business and who after such acquisition continues to operate a Competing Business so long as Seller and its direct subsidiaries do not operate a Competing Business and (v) that this Section 5.12 shall not apply to, prohibit or in anyway inhibit the Seller or its Subsidiaries from owning or operating its facility in North Bend, Ohio; provided, further that nothing in Section 5.12 shall prohibit the Seller or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer in the Ordinary Course of BusinessAdditional Territory.

Covenant Not to Compete. Seller Parent agrees thatthat it shall not, during the 3-year period immediately following the Closing, Seller shall not and shall cause its Subsidiaries, Affiliates not to, within those countries set forth in Section 5.12 for a period of three (3) years after the Company Disclosure Schedule, engageClosing Date, directly or indirectlyindirectly engage (whether as an owner, partner, member, manager, equityholder or otherwise) in the Business as conducted on the date hereof or directly or indirectly acquire, any ownership interest on the Closing Date (“Competitive Activities”) in any firmjurisdiction other than the US; provided that the foregoing shall not prohibit: (a) Seller Parent or any of its Subsidiaries or any of the accounts managed by them, corporationincluding without limitation, partnership, proprietorship, limited liability company of any pension or other benefit plan of each, from owning any outstanding capital stock or other equity interests of any Person engaging in any Competitive Activities provided the aggregate beneficial ownership of Seller Parent or such Subsidiaries, as applicable (without reference to pension or other benefit plan assets) does not exceed more than five percent (5%) of all issued and outstanding securities of any such Person; (b) Seller Parent or any of its Subsidiaries from engaging in any or all of the Excluded Businesses, including Seller Parent or any of its Subsidiaries from engaging in the aerospace friction material business entity conducted anywhere in the world (including designing, developing, manufacturing and selling for original equipment applications and service (which includes repair and overhaul) of any cerametallic or other friction material for Aerospace Applications); (c) Seller Parent or any of its Subsidiaries from acquiring any Person or business that engages in Competitive Activities provided that (i) such activities do not constitute the manufacturing principal activities of nitrogen the Person or business to be acquired (a “Competing Business”)based on the sales of such business during the preceding four (4) full calendar quarters) and (ii) if Competitive Activities constitute in excess of fifteen percent (15%) of the revenues of the Person or business acquired during such time, Seller Parent shall, or shall cause such Subsidiary to, divest that portion of such Person or business that engages in Competitive Activities within twelve (12) months after the acquisition thereof; (d) Seller Parent or any of its Subsidiaries from maintaining or acquiring any business that designs, develops, manufactures, markets, repairs, overhauls and/or sells the kinds of materials or services that are supplied to the Business as of the Closing Date, including chemicals or plastic components; provided, howeverthat design, development, manufacture, marketing, repair, overhaul and/or sale of such materials or services is part of a broader business and Seller Parent and its Subsidiaries are not engaging in such business solely for the purposes of being in the Business; (e) Seller Parent or any of its Subsidiaries from owning any and all of the Excluded Assets and Retained Interests, and in the case of any Retained Interest which is an Equity Interest in a Transferred Entity, conducting the business thereof, in accordance with Section1.5; and (f) Seller Parent or any of its Subsidiaries from undertaking any obligations (including fulfilling their obligations under Section 10.8 hereof) and exercising their rights under this Agreement and the Ancillary Agreements. Notwithstanding anything to the contrary in this Agreement, the prohibitions in this Section 10.1 shall not apply to (i) that any businesses or operations of Seller Parent or any of its Subsidiaries which are transferred to any third party (other than to a Subsidiary of Seller Parent) after the restrictions date hereof, or (ii) to any Subsidiaries of Seller Parent the stock of which is transferred to any third party (other than to a Subsidiary of Seller Parent) after the date hereof. If any provision contained in this Section 5.12 10.1 shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not restrict affect any other provisions of this Section 10.1, but this Section 10.1 shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. It is the ownership by Seller, its Subsidiaries, directly or indirectly, of less than 2% intention of the outstanding capital stock parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time that is not permitted by applicable Law, or in any publicly traded company engaged in a Competing Businessway construed to be too broad or to any extent invalid, (ii) it such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable Law, a violation court of competent jurisdiction shall construe and interpret or reform this Section 5.12 10.1 to operate provide for a Competing Business that has been acquired by such Personcovenant having the maximum enforceable geographic area, provided that such Competing Business accounted for less time period and other provisions (not greater than 10% of the net revenues of the total business acquired and such Competing Business is sold within 12 months of such acquisition, (iiithose contained herein) nothing herein contained as shall be construed to prevent Seller or its Affiliates from acquiring or merging with any business, Person or entity fifty percent (50%) or more of whose consolidated revenues for the most recently completed fiscal year prior to valid and enforceable under such acquisition were derived from businesses other than a Competing Business and, in such case, continuing to operate such Competing Business, (iv) nothing herein contained shall be construed to prevent Seller or its Affiliates from being acquired (through a merger or otherwise) by any business, Person or entity (a “Potential Acquirer”) who operates a Competing Business and who after such acquisition continues to operate a Competing Business so long as Seller and its direct subsidiaries do not operate a Competing Business and (v) that this Section 5.12 shall not apply to, prohibit or in anyway inhibit the Seller or its Subsidiaries from owning or operating its facility in North Bend, Ohio; provided, further that nothing in Section 5.12 shall prohibit the Seller or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer in the Ordinary Course of Businessapplicable Law.

Covenant Not to Compete. Seller agrees that, during (i) For a period from the 3date hereof through the fifth (5th) anniversary of the date hereof (the “Non-year period immediately following the ClosingCompete Period”), Seller shall and its controlled Affiliates will not and shall cause its Subsidiaries, not to, within those countries set forth in Section 5.12 of the Company Disclosure Schedule, engage, directly or indirectly, in or directly or indirectly acquire, any ownership interest (a) engage in any Competing Business (as defined below) anywhere in the world, (b) invest in, own, manage, finance or control any business, firm, corporation, partnership, proprietorship, limited liability company joint venture or other business entity Person that engages in the manufacturing of nitrogen Competing Business anywhere in the world, or (a “Competing Business”); provided, however, (ic) that the restrictions contained in this Section 5.12 shall not restrict the ownership by Seller, its Subsidiaries, directly or indirectly, of less than 2% of the outstanding capital stock of connection with engaging in any publicly traded company engaged in a Competing Business, (ii) solicit, accept, divert, or assist in soliciting or diverting, customers and prospects of any Competing Business for the benefit of Seller or its Affiliates or a Competitor. Notwithstanding the foregoing, it shall not be a violation of this Section 5.12 5(c)(i) for Seller or any of its Affiliates (x) to operate own, directly or indirectly, solely as an investment, securities of any Person that are traded on a Competing Business national securities exchange (or a recognized securities exchange outside the United States) if neither Seller nor any of its controlled Affiliates (A) is a controlling Person or a member of a group that has been acquired by controls such Person and (B) directly or indirectly, owns more than 5% or more of the voting securities of such Person, provided (y) to acquire, directly or indirectly, the equity or assets of, enter into any business combination with, any enterprise that such Competing Business accounted for derives less than either 10% or $4.0 million of its total annual revenue from a Competing Business, if Seller shall use reasonable efforts to divest, as soon as reasonably practicable (and in any event within eighteen (18) months after the net revenues of the total business acquired and such Competing Business is sold within 12 months closing date of such acquisition), (iii) nothing herein contained shall be construed to prevent Seller or its Affiliates from acquiring or merging with any business, Person or entity fifty percent (50%) or more of whose consolidated revenues for the most recently completed fiscal year prior to such acquisition were derived from businesses other than a Competing Business and, interest in such case, continuing enterprise relating to operate such Competing Business, or (ivz) nothing herein contained to offer or administer an Employee Survey or Physician Survey on behalf of any Person that (A) does not have a contract with Seller on the Closing Date for the administration of any Employee Survey or Physician Survey or (B) that was in Seller’s customer pipeline as of the Effective Time but was not successfully converted to Buyer within 30 days of the Effective Time. For the avoidance of doubt, any actions taken by Seller that are expressly permitted or required hereunder (including pursuant to Section 5(c)(iii)) or under any Ancillary Agreement shall not be construed to prevent Seller or its Affiliates from being acquired considered a breach of this Section 5(c)(i). (through a merger or otherwiseii) by any businessFor purposes of this Agreement, Person or entity (a “Potential Acquirer”Competing Business” means the business of (a) who operates conducting, administering, bench-marking, or analyzing Surveys, or (b) marketing or selling a Competing Business Competitor’s Surveys, or (c) providing consulting services to help customers understand and who after such acquisition continues to operate a Competing Business so long as Seller and its direct subsidiaries do not operate a Competing Business and (v) that this Section 5.12 shall not apply to, prohibit or in anyway inhibit the Seller or its Subsidiaries from owning or operating its facility in North Bend, Ohio; provided, further that nothing in Section 5.12 shall prohibit the Seller or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer in the Ordinary Course of Businessimprove their Survey results.

Covenant Not to Compete. Seller agrees that, during the (a) For a period of three (3-year period immediately ) years following the ClosingClosing Date (the "Applicable Period"), Seller shall not and shall cause neither the Elan Parent nor any of its Subsidiaries, nor its or their respective successors or assigns nor any of its or their respective agents acting on their behalf, shall engage, license or assist another to engage (which restriction with respect to assisting others will commence on the Original Agreement Date) in the marketing, distribution or sale of (i) Skelaxin, any Skelaxin Product Improvement or any Generic Skelaxin in the Skelaxin Territory or (ii) Sonata, any Sonata Line Extension, or any Generic Sonata in the Sonata Territory (each, a "Competing Product"). Notwithstanding the foregoing sentence, if the Elan Parent or any of its Subsidiaries signs a definitive agreement with respect to a merger or acquisition by which such Person would acquire rights (other than residual financial rights) in a Competing Product at any time during the Applicable Period, then such Person (or the entity which acquired such Person or into which such Person has merged) shall have nine (9) months from the closing of such definitive agreement to divest itself of such rights in the Competing Product (unless the Acquirors agree in writing that such divestiture is not torequired) and, within those countries set forth during such nine (9) month period, the manufacture, promotion, marketing and/or sale of such Competing Product shall not be in violation of this Section 5.12 8.12. In the case of divestiture under the preceding sentence, such divestiture can occur by either (x) an outright sale of all rights in the Competing Product to a third party or (y) an out-license to a third party (exclusive as to the Elan Parent and its Subsidiaries, except that the Elan Parent and its Subsidiaries may continue manufacturing the Competing Product for the licensee for a reasonable period of time) of the Company Disclosure Scheduleright to make, engagehave made, directly or indirectlyuse, in or directly or indirectly acquiresell, any ownership interest in any firm, corporation, partnership, proprietorship, limited liability company or other business entity that engages in the manufacturing of nitrogen (a “offer for sale and import such Competing Business”)Product; provided, however, (i) that the Elan Parent and its Subsidiaries may only retain residual financial rights to such Competing Product and must not exercise or have the ability to exercise any role or influence in any manner over the performance of any clinical trials with respect to such Competing Product, or the sale, offering for sale or other promotion of such Competing Product. (b) In addition, no Elan Company will solicit any Hired Employee of the Acquirors or their Subsidiaries for the purpose of having any such employee terminate his or her employment with the Acquirors or their Subsidiaries for a period of two years following the Closing Date; provided, however, that this Section 8.12(b) shall not prohibit general solicitations of or advertisement for employment by the Elan Companies that are not generally directed at Hired Employees. (c) It is the intention of the parties that if any of the restrictions or covenants contained in this Section 5.12 shall 8.12 is held to cover a geographic area or to be for a length of time which is not restrict the ownership permitted by Sellerapplicable Law, its Subsidiariesor in any way construed to be too broad or to any extent invalid, directly or indirectly, of less than 2% of the outstanding capital stock of any publicly traded company engaged in a Competing Business, (ii) it such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable Law, such provision shall be construed and interpreted or reformed so as to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such applicable Law. Each of the parties acknowledges, however, that this Section 8.12 has been negotiated by the parties and that the geographical and time limitations on activities, are reasonable in light of the circumstances pertaining to the parties. (d) In the event of any breach or threatened breach by of any provision of this Section 8.12, the other party shall be entitled to seek injunctive or other equitable relief restraining such party from competing or soliciting in violation of this Section 5.12 8.12. Such relief shall be in addition to operate a Competing Business and not in lieu of any other remedies that has been acquired by such Personmay be available, provided that such Competing Business accounted including an action for less than 10% the recovery of Damages. (e) For the avoidance of doubt, if any Person acquires Control of the net revenues Elan Parent, whether by stock purchase, merger or other transaction, no provision of the total business acquired and this Sec- tion 8.12 shall apply to such Competing Business is sold within 12 months of such acquisition, (iii) nothing herein contained shall be construed to prevent Seller acquiror or its Affiliates from acquiring other than the Elan Parent and its Subsidiaries but this Section 8.12 shall continue to apply to the Elan Parent and its Subsidiaries; provided, however, that the Elan Parent and its Subsidiaries may transfer drug delivery technologies or merging with any business, Person or entity fifty percent (50%) or more of whose consolidated revenues for the most recently completed fiscal year prior other assets to such acquisition were derived from businesses other than acquiror even if such acquiror uses such assets in a Competing Business andProduct, in such case, continuing to operate such Competing Business, (iv) nothing herein contained shall be construed to prevent Seller or its Affiliates from being acquired (through a merger or otherwise) by any business, Person or entity (a “Potential Acquirer”) who operates a Competing Business and who after such acquisition continues to operate a Competing Business so long as Seller the drug delivery technologies or other assets transferred by the Elan Parent and its direct subsidiaries Subsidiaries do not operate themselves comprise a Competing Business and Product. (vf) After the Closing, the Elan Companies shall not sell Skelaxin to any Person that the Elan Companies believe will resell such Skelaxin in the Skelaxin Territory. After the Closing, the King Companies shall not sell Skelaxin to any Person (other than the Elan Companies) that this Section 5.12 shall not apply to, prohibit or in anyway inhibit the Seller or its Subsidiaries from owning or operating its facility in North Bend, Ohio; provided, further that nothing in Section 5.12 shall prohibit King Companies believe will resell such Skelaxin outside of the Seller or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer in the Ordinary Course of BusinessSkelaxin Territory.