Common use of Exclusivity and Non-Competition Clause in Contracts

Exclusivity and Non-Competition. (a) During the Term of this Agreement and for a period of five years after termination of this Agreement, the Distributor shall not directly or indirectly, manufacture, sell, distribute or otherwise deal in or be associated with promotion in the Territory of cigarette paper or cigarette paper booklets ("Competitive Products") (including, but not limited to, owning an interest in any company, partnership or other entity which directly or indirectly manufactures, sells or distributes Competitive Products) except for (i) the distribution and sale of such products produced by Bollore or by an Alternate Supplier or by the Distributor as permitted by Sections 3(g), 10(a) and 10(b); (ii) ownership of no more than 2% of the issued and outstanding stock of a company whose securities are publicly traded on a national securities exchange or an over-the-counter or similar public market; and (iii) the distribution and sale of products manufactured by USTC with Bollore's consent pursuant to the Consent Agreement. In addition, during the term of this Agreement and for a period of five years after termination of this Agreement, the Distributor shall cause its subsidiaries and affiliates (which for purposes of this Agreement shall be deemed to include any Parent of the Distributor and the Original Stockholders and Permitted Transferees (as such terms are defined in section 11)) (collectively, the "Non-Compete Party") to comply with the provisions of this Section. (b) During the term of this Agreement, the Distributor shall not permit any individual to serve as a director of the Distributor or its subsidiaries and affiliates if such individual is an officer, director or employee of a corporation, partnership or other entity which directly or indirectly manufactures, sells, distributes or promotes Competitive Products. (c) The Distributor acknowledges that there may be no adequate remedy at law, and that money damages may not be an adequate remedy for a breach of this Section. Therefore, the Distributor agrees that Bollore shall have the right, in addition to its rights under Section 6(b)(iv) and any other rights it may have, to injunctive relief and specific performance in the event of the Distributor's breach of this Section 5. This remedy shall be cumulative and shall in no way limit any other remedy Bollore may have at law, in equity or under this Agreement.

Exclusivity and Non-Competition. (a) During the Term of this Agreement and for a period of five years after termination of this Agreement, the Distributor shall not directly or indirectly, manufacture, sell, distribute or otherwise deal in or be associated with promotion in the Territory of cigarette paper or cigarette paper booklets ("Competitive Products") (including, but not limited to, owning an interest in any company, partnership or other entity which directly or indirectly manufactures, sells or distributes Competitive Products) except for (i) the distribution and sale of such products produced by Bollore or by an Alternate Supplier or by the Distributor as permitted by Sections 3(g3(f), 10(a9(a) and 10(b9(b); (ii) ownership of no more than 2% of the issued and outstanding stock of a company whose securities are publicly traded on a national securities exchange or an over-the-counter or similar public market; and (iii) the distribution and sale of products manufactured by USTC with Bollore's consent pursuant to the Consent Agreement. In addition, during the term of this Agreement and for a period of five years after termination of this Agreement, the Distributor shall cause its subsidiaries and affiliates (which for purposes of this Agreement shall be deemed to include any Parent of the Distributor and the Original Stockholders and Permitted Transferees (as such terms are defined in section 11Section 10)) (collectively, the "Non-Compete Party") to comply with the provisions of this Section. (b) During the term of this Agreement, the Distributor shall not permit any individual to serve as a director of the Distributor or its subsidiaries and affiliates if such individual is an officer, director or employee of a corporation, partnership or other entity which directly or indirectly manufactures, sells, distributes or promotes Competitive Products. (c) The Distributor acknowledges that there may be no adequate remedy at law, and that money damages may not be an adequate remedy for a breach of this Section. Therefore, the Distributor agrees that Bollore shall have the right, in addition to its rights under Section 6(b)(iv6(b)(v) and any other rights it may have, to injunctive relief and specific performance in the event of the Distributor's breach of this Section 5. This remedy shall be cumulative and shall in no way limit any other remedy Bollore may have at law, in equity or under this Agreement.

Exclusivity and Non-Competition. (a) During the Term of this Agreement and for a period of five years after termination of this Agreement, the Distributor shall not directly or indirectly, manufacture, sell, distribute or otherwise deal in or be associated with promotion in the Territory of cigarette paper or cigarette paper booklets ("Competitive Products") (including, but not limited to, owning an interest in any company, partnership or other entity which directly or indirectly manufactures, sells or distributes Competitive Products) except for (i) the distribution and sale of such products produced by Bollore or by an Alternate Supplier or by the Distributor as permitted by Sections 3(g3(f), 10(a9(a) and 10(b9(b); (ii) ownership of no more than 2% of the issued and outstanding stock of a company whose securities are publicly traded on a national securities exchange or an over-the-counter or similar public market; and (iii) the distribution and sale of products manufactured by USTC with Bollore's consent pursuant to the Consent Agreement. In addition, during the term of this Agreement and for a period of five years after termination of this Agreement, the Distributor shall cause its subsidiaries and affiliates (which for purposes of this Agreement shall be deemed to include any Parent of the Distributor and the Original Stockholders and Permitted Transferees (as such terms are defined in section 11Section 10)) (collectively, the "Non-Compete Party") to comply with the provisions of this Section. (b) During the term of this Agreement, the Distributor shall not permit any individual to serve as a director of the Distributor or its subsidiaries and affiliates if such individual is an officer, director or employee of a corporation, partnership or other entity which directly or indirectly manufactures, sells, distributes or promotes Competitive Products. (c) The Distributor acknowledges that there may be no adequate remedy at law, and that money damages may not be an adequate remedy for a breach of this Section. Therefore, the Distributor agrees that Bollore shall have the right, in addition to its rights under Section 6(b)(iv) and any other rights it may have, to injunctive relief and specific performance in the event of the Distributor's breach of this Section 5. This remedy shall be cumulative and shall in no way limit any other remedy Bollore may have at law, in equity or under this Agreement.

Exclusivity and Non-Competition. (a) During the Term of this Agreement and for a period of five years after termination of this Agreement, : (i) Neither the Distributor shall not nor any Sole Parent (as defined below) shall, directly or indirectly, manufactureengage in Purchasing Competitive Activities (as defined below), sell, distribute or otherwise deal in or be associated with promotion in the Territory of cigarette paper or cigarette paper booklets ("Competitive Products") (including, but not limited to, owning an interest any debt or Equity Interest (as defined below) in any company, partnership or other entity which directly or indirectly manufactures, sells or distributes Competitive ProductsPurchasing Competitor (as defined below) except for (ia) the distribution and sale of such products produced by Bollore or by Bolloré, an Alternate Supplier or by or for the benefit of the Distributor as expressly permitted by Sections 3(g)this Agreement, 10(a) and 10(b); (iib) ownership of no more than 2% of the issued and outstanding capital stock of any class or debt security of a company whose securities are publicly traded on a national securities exchange or an a recognized over-the-counter or similar public market; and (iiic) the distribution and sale of products manufactured by USTC with Bollore's Bolloré’s consent pursuant to the Consent Agreement. In addition. (ii) The Distributor’s Affiliates (as defined below) shall not, during the term of this Agreement and for a period of five years after termination of this Agreement, the Distributor shall cause its subsidiaries and affiliates (which for purposes of this Agreement shall be deemed to include any Parent of the Distributor and the Original Stockholders and Permitted Transferees Affiliates not to, directly or indirectly, engage in Investment Competitive Activities (as such terms defined below), including, without limitation, owning any Equity Interest in an Investment Competitor (as defined below) except for the ownership of less than 10% of any class of Equity Interest of a company whose securities are defined in section 11)) (collectively, the "Nonpublicly traded on a national securities exchange or a recognized over-Compete Party") to comply with the provisions the-counter or similar public market and less than 10% of this Sectionwhose assets and revenues are derived from Investment Competitive Activities. (b) During If any Affiliate of the term Distributor violates the terms of Subsection (a) (ii) above solely due to the fact that (i) after the acquisition of an Equity Interest in an Entity (as defined below) that is not an investment Competitor at the time of such acquisition (A) that Entity becomes or acquires an Investment Competitor, (B) the assets or revenues attributable to Investment Competitive Activities increases to equal or exceed 10% of such Entity’s assets or revenues or (C) such Affiliate’s Equity Interest in that Entity increases to equal or exceed 10% of a class of securities due to any event other than a voluntary purchase of an Equity Interest, including but not limited to, a merger, consolidation or other reorganization or (ii) in the case only of an Entity which derives less than 10% of its assets and revenues from Investment Competitive Activities, the Entity the Affiliate has invested in is not on a list of investment Competitors contemplated under Subsection (d) below and the Affiliate did not know and could not have determined with reasonable diligence that such Entity was an Investment Competitor, then the Affiliate shall have a period of 45 days from the date it first becomes aware that it is in violation of subsection (a) (ii) to cure such violation by divesting itself of all or a portion of its Equity Interest in such Entity as necessary to comply with this AgreementSection, after which period, if the Affiliate has not cured the violation, the Distributor shall not permit any individual be deemed to serve as a director be in default under this section. Such 45-day cure period shall run concurrently with the cure period granted under Section 6(b) (iv) of the Distributor Distribution Agreements, if applicable. As used in this Subsection (b), the term “reasonable diligence” shall mean reviewing periodic reports and other documents filed with the Securities and Exchange Commission, conducting a Nexis or similar on-line computer search and reviewing corporate summaries compiled by Dun & Bradstreet Corporation; it being understood that an Affiliate will be deemed to know that an Entity is an Investment Competitor if that Entity derives 10% or more of its subsidiaries and affiliates assets or revenues from Investment Competitive Activities. The provisions of this Subsection (b) shall not apply to any Affiliate which has an Equity Interest in an Entity which is an Investment Competitor if such individual is an officer, director Affiliate either has the ability to designate a majority of the members of the board of directors of such Entity or employee any Parent of such Entity or owns a corporation, partnership majority Equity Interest in any class of securities of such Entity or other entity which directly or indirectly manufactures, sells, distributes or promotes Competitive Productsany Parent of such Entity. (c) The Distributor acknowledges that there may be no adequate remedy at law, and that money damages may not be an adequate remedy for a breach of this Section. Therefore, the Distributor agrees that Bollore Bolloré shall have the right, in addition to its rights under Section 6(b)(iv) and any other rights it may havehave under this Agreement (including any termination rights) or otherwise, to injunctive relief and specific performance in the event of the Distributor's ’s breach of this Section 5Section. This remedy (including any termination rights) shall be cumulative and shall in no way limit any other remedy Bollore Bolloré may have at law, in equity or under this Agreement. (d) The Distributor shall, from time to time upon the request of Bolloré, use its best efforts to make due inquiry of its Affiliates and certify in writing within 15 days after Bolloré’s request that it and its Sole Parent and, to the best of its knowledge, its other Affiliates are in full compliance with this Section and that no Non-compete Default or Change in Control Default has occurred (as such terms are defined below). The Distributor shall also deliver to Bolloré the certification described in the previous sentence annually simultaneously with its yearly forecast pursuant to Section 3 (e) of the Distribution Agreements. In addition, the Distributor shall notify Bolloré in writing within 30 days after any change in the shareholdings of the Distributor or any Parent of the Distributor of the nature of such change and the identity of any new shareholders and provide Bolloré promptly with such information in connection therewith or as Bolloré may reasonably request. The Distributor also shall, within 15 days of any request by Bolloré, confirm to Bolloré the shareholdings (and identity of all shareholders) of the Distributor and any Parent of the Distributor and provide Bolloré with such information in connection therewith as Bolloré may reasonably request. Bolloré shall periodically, and reasonably promptly upon request by the Distributor provide Distributor with a list of those Entities Bolloré believes to be Investment Competitors at such time. Bolloré shall use its good faith efforts to be as complete as possible in preparing such list, including using its good faith efforts to identify which of such Investment Competitors are public companies or Subsidiaries (as defined below) of public companies. The Distributor shall use its best efforts to distribute such list to its Affiliates, it being understood that delivery of such list from time to time by Bolloré shall not constitute a representation by Bolloré that the Entities on such list are the only Investment Competitors.” (a) Section 6 (b) (ii) of the U.S. Agreement and of the Distribution Agreement covering the Canadian Territory, is amended to add the following proviso at the end of each of such Sections: ”; provided, however, that Bolloré shall not have the option to terminate under this Subsection (ii) if the Distributor shall fail to purchase the minimum number of booklets in any calendar year in which an Alternate Supplier is manufacturing and supplying Products or the Distributor is manufacturing Products under this Agreement unless the aggregate number of booklets purchased by the Distributor from the Alternate Supplier and Bolloré (or manufactured by the Distributor for sale within such period) does not meet the minimum number of booklets required to be purchased, except as provided in the last sentence of this paragraph. In any calendar year in which an Alternate Supplier is being used or the Distributor is manufacturing booklets, the Distributor and such Alternate Supplier shall, within 15 days after the end of such calendar year, certify in writing to Bolloré the total number of booklets purchased from such Alternate Supplier and manufactured by the Distributor for sale during such year. In addition to meeting the minimum purchase requirement set forth above, for any portion of a calendar year in which Bolloré is manufacturing and supplying Products for at least the last quarter of such year, the Distributor shall be required to purchase from Bolloré a number of booklets equal to the minimum purchase requirement set forth in this Subsection (ii) for such calendar year, reduced pro rata based on the number of months that such Alternate Supplier has been used and/or the Distributor has been manufacturing Products (the “Bolloré Minimum”) and Bolloré shall have the option to terminate if the Distributor fails to purchase such Bolloré Minimum during such portion of the calendar year during which Bolloré supplied Products.” (b) Section 6 (a) of the Distribution Agreement covering the territories of Hong Kong, Singapore, Dubai, Qatar, Oman and Jordan is amended to add the following to the end of such Section: “For purposes of calculating whether the Renewal Requirement has been met in any of the last three years, if an Alternate Supplier is being used or the Distributor is manufacturing booklets under this Agreement during such year, the number of booklets purchased from such Alternate Supplier or manufactured by the Distributor for sale within the Territory during such year shall be included. In addition, for any portion of a year in which Bolloré is manufacturing and supplying products for at least the last quarter of such year, in order to be deemed to have met the Renewal Requirement for such year, the Distributor shall also be required to have purchased from Bolloré a number of booklets equal to the Renewal Requirement for such year, reduced pro rata based on the number of months that such Alternate Supplier has been used and/or the Distributor has been manufacturing products during such year.