Common use of Non-Compete Clause in Contracts

Non-Compete. Seller, and all its parent company, sister companies, affiliates, and any direct or indirect majority owned and controlled subsidiaries or affiliates, and subsidiaries agree to forego, directly or indirectly, (i) top leasing any of the acreage currently covered by any of the Leases during the Restricted Period (as defined below), (ii) purchasing, farming-in or otherwise acquiring, directly or indirectly, during the Restricted Period (as defined below) of any oil and gas leases, oil, gas and mineral leases, working interests, production payments, net profits interests, fee mineral interests, royalty interests, overriding royalty interests, non-working and carried interests, reversionary interests, possibilities of reverter, conversion rights and options, operating rights and other interests in land, including, without limitation, any rights and interests in any unit or pooled area, and purchasing of any oil, gas and condensate xxxxx within a radius of one (1) mile from each of the Xxxxx existing as of the Closing Date or within a radius of one (1) mile from the boundaries of each of the Leases (the area described in subparts (i) and (ii) above are collectively referred to as the “Restricted Area”); and (iii) all activities related to exploration, drilling, development, production, marketing and/or selling of hydrocarbons produced from the Restricted Area for a period of one (1) year after the Closing Date (such period commencing on the Closing Date and expiring one (1) year thereafter is referred to as the “Restricted Period”) without the express written consent of Buyer. Acceptance by Buyer to particular exceptions to this clause will not constitute waiver of this clause. Seller acknowledges that the restrctions and covenants set forth herein constitute valuable consideration for Buyer’s agreement to enter into this Agreement and consummate the transactions contemplated herein, and Buyer would not have entered into this Agreement but for Seller’s agreement to the provisions of this Section 9.5. It is also agreed that in addition to any other rights or remedies that Buyer have have at law or in equity, Buyer shall have the continuing right to specific enforcement and injunctive relief, to enforce the provisions of this Section 9.5. Seller shall cause its affiliates and subsidiaries to comply with, assume and be bound by the provisions of this Section 9.5, and Seller shall be jointly and severally liable for any breach of these provisions by any of its affiliates or subsidiaries. Provided, however, this Section 9.5 shall not apply to Assets retained by Seller because they have been excluded from the transaction contemplated by this Agreement pursuant to and in compliance with the terms of this Agreement.

Non-Compete. Seller, and all its parent company, sister companies, affiliates, and any direct or indirect majority owned and controlled subsidiaries or affiliates, and subsidiaries agree to forego, directly or indirectly, (ia) top leasing any of Seller acknowledges that it is familiar with the acreage currently covered by any of the Leases during the Restricted Period (as defined below), (ii) purchasing, farming-in or otherwise acquiring, directly or indirectly, during the Restricted Period (as defined below) of any oil and gas leases, oil, gas and mineral leases, working interests, production payments, net profits interests, fee mineral interests, royalty interests, overriding royalty interests, non-working and carried interests, reversionary interests, possibilities of reverter, conversion rights and options, operating rights and other interests in land, including, without limitation, any rights and interests in any unit or pooled area, and purchasing of any oil, gas and condensate xxxxx within a radius of one (1) mile from each of the Xxxxx existing as of the Closing Date or within a radius of one (1) mile from the boundaries of each of the Leases (the area described in subparts (i) and (ii) above are collectively referred to as the “Restricted Area”); and (iii) all activities trade secrets related to exploration, drilling, development, production, marketing and/or selling of hydrocarbons produced from the Restricted Area for a period of one (1) year after Business and with other confidential and proprietary information concerning the Closing Date (such period commencing on the Closing Date and expiring one (1) year thereafter is referred to as the “Restricted Period”) without the express written consent of Buyer. Acceptance by Buyer to particular exceptions to this clause will not constitute waiver of this clauseBusiness. Seller acknowledges and agrees that the restrctions Business would be irreparably damaged if Seller were to violate the provisions of this Section 5.14(a). Seller further acknowledges and agrees that the covenants and agreements set forth herein constitute valuable consideration for Buyer’s agreement in this Section 5.14(a) were a material inducement to Purchaser to enter into this Agreement and consummate the transactions contemplated hereinto perform its obligations hereunder, and Buyer that Purchaser would not have entered into obtain the benefit of the bargain set forth in this Agreement but for Seller’s agreement if Seller were to breach the provisions of this Section 9.55.14(a). It is also agreed that Therefore, in addition further consideration for the payment of the Purchase Price hereunder, and in order to protect the value of the Business acquired by Purchaser hereunder (including the goodwill inherent in the Business), during the Restricted Period, Seller will not, and will cause each of its Subsidiaries not to, directly or indirectly, for its own account or on behalf of or together with any other rights Person, engage in, participate in, own, manage, control or remedies that Buyer have have at law participate in the ownership, management or control of a Person engaged in equity(i) the development, Buyer manufacture, marketing or sale of Covered Products, or (ii) the sale of spare parts for the provision of repair or maintenance services with respect to equipment constituting Covered Products, in each case, except to the extent permitted under the Seller Allowed Field (collectively, such categories of activity, the “Seller Excluded Fields”). (b) Notwithstanding Section 5.14(a) above, nothing in this Agreement shall have the continuing right to specific enforcement and injunctive relief, to enforce the provisions of this Section 9.5. restrict Seller shall cause its affiliates and subsidiaries to comply with, assume and be bound by the provisions of this Section 9.5, and Seller shall be jointly and severally liable for any breach of these provisions by or any of its affiliates Subsidiaries from (collectively, the categories of activity below, the “Seller Allowed Fields”): (i) developing, manufacturing, marketing or subsidiaries. Providedselling any products other than Covered Products or spare parts for or the provision of repair or maintenance services with respect to equipment constituting Covered Products, including developing, manufacturing, marketing and selling any products primarily relating to printing by offset, inkjet, electro photographic, and gravure processes; (ii) developing any CtP Device or enhancements thereto or modifications thereof that may be useful in imaging any Thermally Imageable Film but are not developed for the purpose of creating such utility or manufacturing, marketing or selling such CtP Device or a CtP Device so enhanced or modified; (iii) developing or manufacturing a Functional Printing-Related Product; provided, so long as the AM3D Supply Agreement is in effect the foregoing exception for manufacturing shall not permit production scale manufacturing of Thermally Imageable Films or Flexographic Plates being supplied under the AM3D Supply Agreement; (iv) the internal use of a Covered Product by Seller or its Subsidiary; (v) marketing or selling any Functional Printing-Related Product to any current or potential, or future, Functional Printing Customer or marketing any Covered Product to any potential Functional Printing Customer (with sales of any Covered Products that are not Functional Printing-Related Products to be sold to Functional Printing Customers by a Person other than Seller or its Subsidiaries); (vi) the sale of spare parts for the provision of repair or maintenance services with respect to equipment constituting Covered Products to the extent then permitted to be sold pursuant to clause (v) and provided that Covered Products that are not Functional Printing-Related Products are to be sold exclusively by Purchaser; (vii) licensing, transferring, or selling or otherwise monetizing in any manner, directly or indirectly, any Intellectual Property that is owned by Seller or licensed to Seller by any Third Party, excluding any Intellectual Property licensed by or to Seller or any of its Subsidiaries (or any assignee or successor) under any Closing Agreement; (viii) performing their respective binding obligations under this Agreement and/or the Closing Agreements; (ix) owning five percent (5%) or less of the outstanding equity securities of any class of any issuer whose securities are listed and traded on a nationally recognized securities exchange or market (whether or not in the United States of America) provided that such ownership is passive; (x) owning, affiliating with, or conducting any activity with respect to, a Person that engages, either directly or indirectly, in any activity prohibited by this Section 5.14 (any such Person, together with all of its Affiliates, a “Competing Person” and any such business that engages in such activity, a “Competing Business”) that is the result of: (A) a Business Combination involving one or more of Seller or any of its Subsidiaries and any Competing Person, or (B) the acquisition of any Competing Person or any securities in any Competing Person by Seller or any of its Subsidiaries, if, in the case of either (A) or (B), no more than (x) ten percent (10%) of the total annual consolidated revenues or EBITDA of such Competing Person and (y) $100,000,000 of the total annual consolidated revenues or $25,000,000 of annual EBITDA of such Competing Person, taken as a whole, and prior to any Business Combination with Seller or any of its Subsidiaries, are generated from the Competing Business; provided, however, that Seller and its Subsidiaries may proceed with any such ownership, affiliation, or conduct notwithstanding such Competing Business being in excess of the aforementioned thresholds, if, and only if, Seller and the applicable Subsidiaries or the Competing Person, as applicable, (A) enter into a definitive agreement no later than twelve (12) months after the consummation of such ownership, affiliation or conduct to divest a sufficient portion of such Competing Business or (B) wind down, no later than twelve (12) months after the consummation of such acquisition, a sufficient portion of such Competing Business, such that, after giving effect to such divestiture or wind down, no more than (x) ten percent (10%) of the total annual consolidated revenues or annual EBITDA of such Competing Person and (y) $100,000,000 of the total annual consolidated revenues or $25,000,000 of annual EBITDA of such Competing Person, taken as a whole, are generated from the Competing Business; or (xi) acquiring a Competing Person or more than five percent (5%) of the outstanding equity securities of any class of any Competing Person that generates more than (x) ten percent (10%) of the total annual consolidated revenues or EBITDA of such Competing Person, or (y) $100,000,000 of the total annual consolidated revenues or $25,000,000 of annual EBITDA of such Competing Person, taken as a whole, from the Competing Business; provided, however, that the Restricted Parties may proceed with any such acquisition notwithstanding such Competing Business being in excess of the aforementioned thresholds, if, and only if, Seller and the applicable Subsidiaries (A) enter into a definitive agreement no later than twelve (12) months after the consummation of such acquisition to divest a sufficient portion of such Competing Business or (B) wind down, no later than twelve (12) months after the consummation of such acquisition, a sufficient portion of such Competing Business, such that, after giving effect to such divestiture or wind down, no more than (x) ten percent (10%) of the total annual consolidated revenues or annual EBITDA of such Competing Person and (y) no more than $100,000,000 of the total annual consolidated revenues or $25,000,000 of annual EBITDA of such Competing Person, taken as a whole, are generated from the Competing Business. (c) If Seller or any of its Subsidiaries is involved in a Business Combination where neither Seller nor any of its Subsidiaries prior to the Business Combination is the Controlling Entity after the Business Combination, the restrictions contained in this Section 9.5 5.14 shall not apply to Assets retained by the operations or businesses of any third party(ies) to the Business Combination or any of such third party’s Subsidiaries which were Subsidiaries of such third party prior to the Business Combination, in each case, as conducted prior to the consummation of the Business Combination, but shall only apply to the operations of Seller because they have been excluded or its Subsidiaries or, if the operations of Seller or any of its Subsidiaries is integrated or consolidated with any other business of such third party of any of its Subsidiaries, the resulting business after such integration or consolidation. Seller shall be the “Controlling Entity” if (1) through a Business Combination Seller or any of its Subsidiaries controls more than fifty percent (50%) of the stock, board seats, or voting rights of another entity, (2) a majority of the directors of the surviving entity following a Business Combination are individuals who served on the board of directors of Seller immediately prior to the consummation of such Business Combination or (3) the holders of a majority of the outstanding equity interests of the surviving entity following a Business Combination were holders of equity interests of Seller immediately prior to the consummation of such Business Combination. (d) Seller agrees that this Section 5.14 (including the provisions relating to duration, geographical area and scope) is reasonable and necessary to protect and preserve Purchaser’s and the Business’ legitimate business interests and the value of the Business, and to prevent an unfair advantage from the transaction contemplated by this Agreement pursuant to and in compliance with the terms being conferred on Seller. If any provision of this AgreementSection 5.14 would be held to be excessively broad as to duration, geographical area, scope, activity or subject, for any reason, such provision shall be modified, by limiting and reducing it, so as to be enforceable to the extent permitted by applicable Law.

Non-Compete. Seller, and all its parent company, sister companies, affiliates, and any direct or indirect majority owned and controlled subsidiaries or affiliates, and subsidiaries agree to forego, directly or indirectly, The Seller hereby agrees as follows: (i) top leasing During the Term of this Agreement as set forth in Section 6 below but without giving effect to any earlier termination other than a termination by reason of the acreage currently covered by any breach or insolvency of Buyer (the Leases during the Restricted Period (as defined below"Noncompete Period"), (ii) purchasingSeller will not, farming-in or otherwise acquiring, directly or indirectly, during the Restricted Period (as defined below) of any oil and gas leases, oil, gas and mineral leases, working interests, production payments, net profits interests, fee mineral interests, royalty interests, overriding royalty interests, non-working and carried interests, reversionary interests, possibilities of reverter, conversion rights and options, operating rights and other interests in land, including, without limitation, any rights and interests in any unit or pooled area, and purchasing of any oil, gas and condensate xxxxx within a radius of one (1) mile from each of the Xxxxx existing as of the Closing Date or within a radius of one (1) mile from the boundaries of each of the Leases (the area described in subparts (i) and (ii) above are collectively referred to as the “Restricted Area”); and (iii) all activities related to exploration, drilling, development, production, marketing and/or selling of hydrocarbons produced from the Restricted Area for a period of one (1) year after the Closing Date (such period commencing on the Closing Date and expiring one (1) year thereafter is referred to as the “Restricted Period”) without the express written consent of Buyer. Acceptance by Buyer , directly or indirectly, anywhere in the United States or any of its territories, engage in any activity which is exclusively reserved to particular exceptions to this clause will not constitute waiver Natrol under Schedule 5 hereto. (ii) It is specifically understood and agreed that any breach of this clause. Seller acknowledges that the restrctions and covenants set forth herein constitute valuable consideration for Buyer’s agreement to enter into this Agreement and consummate the transactions contemplated herein, and Buyer would not have entered into this Agreement but for Seller’s agreement to the provisions of this Section 9.5. It is also agreed 5(c) by Seller will result in irreparable injury to the Buyer and its subsidiaries and affiliates that the remedy at law alone will be an inadequate remedy for such breach and that, in addition to any other rights remedy it may have, the Buyer and its subsidiaries and affiliates shall be entitled to enforce the specific performance of this Section 5(c) by Seller through both temporary and permanent injunctive relief without the necessity of proving actual damages or remedies that Buyer have have at law or in equitythe posting of any bond, Buyer shall have the continuing but without limitation of their right to specific damages, and any and all other remedies available to them, it being understood that injunctive relief is in addition to, and not in lieu of, such other remedies. In the event that any covenant contained in this Section 5(c) 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, 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. The existence of any claim or cause of action which Seller may have against the Buyer or any of its subsidiaries or affiliates shall not constitute a defense or bar to the enforcement and injunctive relief, to enforce of any of the provisions of this Section 9.5. Seller shall cause its affiliates and subsidiaries to comply with, assume and be bound by the provisions of 5(c). (iii) The restrictions set forth in this Section 9.55(c) have been specifically negotiated by sophisticated commercial parties; are integrally related to the exclusivity arrangements contemplated hereby, are reasonable and necessary in time, scope, and geographic area (as Seller shall be jointly has conducted the Pur-Gar business throughout the United States, including without limitation all counties of California); are integral and severally liable essential to the sale and purchase of the assets and business of Pure-Gar pursuant to the Asset Purchase Agreement (the "Pure-Gar Business"); constitute a material inducement to the Buyer to enter into the Asset Purchase Agreement in consideration of the payment of the substantial consideration specified therein for any breach the assets conveyed thereunder, and of these provisions by any the payments made pursuant to this Agreement, in addition to the exclusivity granted in Section 5(a) hereof, so that Buyer might realize the value of its affiliates or subsidiaries. Provided, however, this Section 9.5 shall not apply to Assets retained by Seller because they have been excluded from purchase of the transaction contemplated by this Agreement pursuant to and in compliance with the terms of this AgreementPure-Gar Business.

Non-Compete. Seller(a) Neither Sellers, nor any of its Affiliates, nor their respective subsidiaries, assigns and all its parent companysuccessors (collectively, sister companiesthe "Restricted Parties" and each a "Restricted Party"), affiliates, and any direct or indirect majority owned and controlled subsidiaries or affiliates, and subsidiaries agree to foregoshall, directly or indirectly, at any time during the term of the Supply Agreement entered into of even date herewith between the Parties or their Affiliates engage in skin products of any kind anywhere in the United States (and its territories and possessions), Canada or Mexico (the "Territory"). Notwithstanding the foregoing, nothing herein shall prevent any Restricted Party from (A) acquiring a twenty-five percent (25%) or less interest of an entity whose then-existing business is in violation of this Section 5.4 so long as less than twenty-five percent (25%) of the annual revenues from such acquired entity's business is from the skin products, or (B) acquiring (through merger, stock purchase or sale of all or substantially all of the assets or otherwise) ownership of more than twenty-five percent (25%) of an equity interest in any Person with a skin products business in violation of this Section 5.4 unless the applicable Restricted Party consummates the divestiture of the competing business within twelve (12) months of the closing of such acquisition or such competing business otherwise agrees to be bound by the terms hereof. (b) Sellers acknowledges that (i) top leasing any of this Section 5.4 and the acreage currently covered by any of the Leases during the Restricted Period (as defined below)restrictions set forth herein is a material inducement to Buyer entering into this Agreement, (ii) purchasingit would impair the goodwill acquired by Buyer and reduce the value of the Acquired Assets obtained by Buyer through the transactions contemplated hereby if any Restricted Party were to violate of the obligations contained herein, farming-and (iii) the foregoing restrictions on competition are fair and reasonable in the type of prohibited activity and both geographic and temporal scope. (c) Sellers acknowledges that irreparable injury will result to Buyer in the event of a breach or otherwise acquiring, directly or indirectly, during the Restricted Period (as defined below) threatened breach of any oil of the covenants contained in this Section 5.4, the exact amount of which will be difficult to ascertain and gas leasesthat remedies at law for any such breach would be inadequate, oiland that therefore, gas and mineral leasesSellers agrees that in the event of any such breach or threatened breach of any of the provisions set forth herein, working interestsBuyer shall be entitled, production payments, net profits interests, fee mineral interests, royalty interests, overriding royalty interests, non-working and carried interests, reversionary interests, possibilities of reverter, conversion rights and options, operating rights and in addition to any other interests in land, remedies available to it (including, without limitation, monetary damages), to equitable relief without posting any rights and interests bond or other undertaking in the form of an injunction or otherwise to restrain any unit such breach hereof by Sellers or pooled area, and purchasing of any oil, gas and condensate xxxxx within a radius of one other Restricted Party. (1d) mile from each If any of the Xxxxx existing covenants contained in this Section 5.4 is found by a court of competent jurisdiction to be invalid or unenforceable as of against public policy or for any other reason, such court is directed to exercise its discretion to reform such covenant to the Closing Date or within a radius of one (1) mile from the boundaries of each of the Leases (the area described in subparts (i) and (ii) above are collectively referred to as the “Restricted Area”); and (iii) all activities related to exploration, drilling, development, production, marketing and/or selling of hydrocarbons produced from end that the Restricted Area for a period of one (1) year after the Closing Date (such period commencing on the Closing Date and expiring one (1) year thereafter is referred to as the “Restricted Period”) without the express written consent of Buyer. Acceptance by Buyer to particular exceptions to this clause will not constitute waiver of this clause. Seller acknowledges that the restrctions and covenants set forth herein constitute valuable consideration for Buyer’s agreement to enter into this Agreement and consummate the transactions contemplated herein, and Buyer would not have entered into this Agreement but for Seller’s agreement to the provisions of this Section 9.5. It is also agreed that in addition to any other rights or remedies that Buyer have have at law or in equity, Buyer shall have the continuing right to specific enforcement and injunctive relief, to enforce the provisions of this Section 9.5. Seller shall cause its affiliates and subsidiaries to comply with, assume and be bound by the provisions of this Section 9.5, and Seller Parties shall be jointly subject to noncompetition covenants that are reasonable under the circumstances and severally liable for any breach of these provisions are enforceable by any of its affiliates or subsidiaries. Provided, however, this Section 9.5 shall not apply to Assets retained by Seller because they have been excluded from the transaction contemplated by this Agreement pursuant to and in compliance with the terms of this AgreementBuyer.

Non-Compete. Seller(a) Oculus shall not, and all its parent companyshall not authorize, sister companiessublicense, affiliatesappoint or engage any person or entity to, and use the Oculus Method of Manufacturing or the Ruthigen Method of Manufacturing to make, have made, use, sell, offer to sell, have sold or import in the Territory (i) any direct drug or indirect majority owned and controlled subsidiaries sterile device product, in each case with greater than [ ]* of [ ]* with greater than [ ]*% degradation in [ ]* concentration over a [ ]* ([ ]*) month shelf life pursuant to product release studies in liquid form; or affiliates, and subsidiaries agree to forego(ii) any product or service that competes, directly or indirectly, with any Product developed, manufactured and/or commercialized by Ruthigen in the Territory in the Field as permitted in this Agreement. The Parties acknowledge and agree that (i) top leasing any Oculus’ sale of the acreage currently covered by any of the Leases during the Restricted Period (as defined below), Products to Ruthigen and its Affiliates and sublicenses hereunder; (ii) purchasingthe worldwide making, farming-having made, use, sale, offer to sell, having sold and import by Oculus of (A) Oculus Products, (B) Urinary Tract Infection Products; (C) the products and services specifically acknowledged as being not included in the definition of “Invasive” herein; (D) Pipeline Products; (iii) the making, having made, use, sale, offer to sell, having sold and import by Oculus of products and services related to the Indications outside the Territory; and (iv) Oculus’s exercise of its retained rights, shall not constitute a breach of this Section 2.4(a). If, as a result of a Change in Control of Oculus that occurs after the Effective Date, a Third Party, other than a Third Party that derives more than fifty percent (50%) of its revenues from the commercialization of one or otherwise acquiringmore products with hypochlorous acid as its/their active ingredient using a method of manufacturing similar to the Oculus Method of Manufacture or the Ruthigen Method of Manufacturing and is headquartered within Japan, becomes Oculus’ Affiliate as a result of such Change in Control, then such Third Party’s products or services marketed or sold by such Third Party as of the date of such Change in Control that compete with Ruthigen’s products or services in contravention of this Section 2.4(a) shall not qualify as a breach of this Section 2.4(a). If, as a result of a Change in Control in Ruthigen described in Section 2.4(b), products or services marketed or sold by a Third Party which becomes a Ruthigen Affiliate as a result of such Change in Control that compete with the products and services of Oculus as described in Section 2.4(b), then Oculus shall not be restricted from marketing or selling any product or service that competes against such Third Party products or services. (b) Ruthigen shall not, and shall not authorize, sublicense, appoint or engage any person or entity to, to Develop, Manufacture or Commercialize any device whatsoever, or any product that competes, directly or indirectly, during with any product actively marketed by Oculus as of the Restricted Period Effective Date, or, for the avoidance of doubt, with the Oculus Products; Urinary Tract Infection Products; the products and services specifically acknowledged as being not included in the definition of “Invasive” herein; Pipeline Products; products and services related to the Indications outside the Territory and, prior to Ruthigen’s exercise of the OOS Option, if ever, inside the Territory. If, as a result of a Change in Control of Ruthigen that occurs after the Effective Date, a Third Party, other than a Third Party that derives more than fifty percent (as defined below50%) of its revenues from the commercialization of one or more products with hypochlorous acid as its/their active ingredient using a method of manufacturing similar to the Oculus Method of Manufacture or the Ruthigen Method of Manufacturing and is headquartered within Japan, becomes Ruthigen’s Affiliate as a result of such Change in Control, then such Third Party’s products or services marketed or sold by such Third Party as of the date of such Change in Control that compete with Oculus’ products or services in contravention of this Section 2.4(b) shall not qualify as a breach of this Section 2.4(b). If, as a result of a Change in Control in Oculus described in Section 2.4(a), products or services marketed or sold by a Third Party which becomes an Oculus Affiliate as a result of such Change in Control that compete with the products and services of Ruthigen as described in Section 2.4(a), then Ruthigen shall not be restricted from marketing or selling any oil product or service that competes against such Third Party products or services. * Portions of this exhibit, indicated by the xxxx “[ ]*,” were omitted and gas leaseshave been filed separately with the Securities and Exchange Commission pursuant to an application requesting confidential treatment. (c) The Parties agree that, oilif efficacy or safety issues arise in development regarding Product or Urinary Tract Product formulations, gas and mineral leases, working interests, production payments, net profits interests, fee mineral interests, royalty interests, overriding royalty interests, non-working and carried interests, reversionary interests, possibilities the Parties will negotiate in good faith to agree to an adjustment of reverter, conversion rights and options, operating rights and other interests the concentration allowances and/or change in land, including, without limitation, any rights and interests in any unit or pooled areaconcentration over a [ ]* ([ ]*) month shelf life to enable the formulations to meet FDA requirements, and purchasing of any oil, gas and condensate xxxxx within such agreement shall be set forth in a radius of one (1) mile from written amendment to this Agreement signed by each of the Xxxxx existing as of the Closing Date or within a radius of one (1) mile from the boundaries of each of the Leases (the area described in subparts (i) and (ii) above are collectively referred to as the “Restricted Area”); and (iii) all activities related to exploration, drilling, development, production, marketing and/or selling of hydrocarbons produced from the Restricted Area for a period of one (1) year after the Closing Date (such period commencing on the Closing Date and expiring one (1) year thereafter is referred to as the “Restricted Period”) without the express written consent of Buyer. Acceptance by Buyer to particular exceptions to this clause will not constitute waiver of this clause. Seller acknowledges that the restrctions and covenants set forth herein constitute valuable consideration for Buyer’s agreement to enter into this Agreement and consummate the transactions contemplated herein, and Buyer would not have entered into this Agreement but for Seller’s agreement to the provisions of this Section 9.5. It is also agreed that in addition to any other rights or remedies that Buyer have have at law or in equity, Buyer shall have the continuing right to specific enforcement and injunctive relief, to enforce the provisions of this Section 9.5. Seller shall cause its affiliates and subsidiaries to comply with, assume and be bound by the provisions of this Section 9.5, and Seller shall be jointly and severally liable for any breach of these provisions by any of its affiliates or subsidiaries. Provided, however, this Section 9.5 shall not apply to Assets retained by Seller because they have been excluded from the transaction contemplated by this Agreement pursuant to and in compliance with the terms of this AgreementParties.

Non-Compete. SellerIn further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that during the course of his employment with the Company he has and all shall become familiar with Acadia’s and the Subsidiaries’ trade secrets and with other Confidential Information concerning Acadia and the Subsidiaries and that his services have been and shall be of special, unique and extraordinary value to Acadia and the Subsidiaries, and, therefore, Executive agrees that, during the Employment Period and for a period thereafter of twelve (12) months (the “Noncompete Period”), he shall not (i) directly or indirectly own any interest in, manage, control, participate in, consult with, render services for, or in any manner engage in any business that derives at least 25% of its parent companygross revenue from (A) the business of providing behavioral healthcare and/or related services or (B) any other material business in which Acadia or any of its Subsidiaries planned to be engaged in on or after such date of which the Executive has or should have had actual knowledge; or (ii) directly or indirectly manage, sister companiescontrol, affiliatesparticipate in, consult with or render services specifically with respect to any unit, division, segment or subsidiary of any other business that engages in or otherwise competes with (or was organized for the purpose of engaging in or competing with) the business of providing behavioral healthcare and/or related services (provided that, this clause (ii) shall not be construed to prohibit Executive from directly or indirectly owning any interest in, managing, controlling, participating in, consulting with, rendering services for, or in any manner engaging in any business activities with or for such business generally and, for the avoidance of doubt, not specifically with respect to such unit, division, segment or subsidiary), in each case, within any geographical area in which Acadia and the Subsidiaries engage in such businesses; provided that Executive shall not be subject to the restrictions set forth in this Section 7(a) if the Employment Period is terminated by the Company without Cause or by Executive with Good Reason and for so long as the Company is in breach of its obligations under Section 4(b) and such breach is not the subject of a good faith dispute between the Company and Executive. For purposes of this Agreement, the term “participate in” shall include, without limitation, having any direct or indirect majority owned interest in any Person, whether as a sole proprietor, owner, stockholder, partner, joint venturer, creditor or otherwise, or rendering any direct or indirect service or assistance to any individual, corporation, partnership, joint venture and controlled subsidiaries other business entity (whether as a director, officer, manager, supervisor, employee, agent, consultant or affiliates, and subsidiaries agree to forego, directly or indirectly, (i) top leasing any otherwise). Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the acreage currently covered by any of the Leases during the Restricted Period (as defined below), (ii) purchasing, farming-in or otherwise acquiring, directly or indirectly, during the Restricted Period (as defined below) outstanding stock of any oil and gas leasesclass of a corporation which is publicly traded, oil, gas and mineral leases, working interests, production payments, net profits interests, fee mineral interests, royalty interests, overriding royalty interests, non-working and carried interests, reversionary interests, possibilities so long as Executive has no active participation in the business of reverter, conversion rights and options, operating rights and other interests in land, including, without limitation, any rights and interests in any unit or pooled area, and purchasing of any oil, gas and condensate xxxxx within a radius of one (1) mile from each of the Xxxxx existing as of the Closing Date or within a radius of one (1) mile from the boundaries of each of the Leases (the area described in subparts (i) and (ii) above are collectively referred to as the “Restricted Area”); and (iii) all activities related to exploration, drilling, development, production, marketing and/or selling of hydrocarbons produced from the Restricted Area for a period of one (1) year after the Closing Date (such period commencing on the Closing Date and expiring one (1) year thereafter is referred to as the “Restricted Period”) without the express written consent of Buyer. Acceptance by Buyer to particular exceptions to this clause will not constitute waiver of this clause. Seller acknowledges that the restrctions and covenants set forth herein constitute valuable consideration for Buyer’s agreement to enter into this Agreement and consummate the transactions contemplated herein, and Buyer would not have entered into this Agreement but for Seller’s agreement to the provisions of this Section 9.5. It is also agreed that in addition to any other rights or remedies that Buyer have have at law or in equity, Buyer shall have the continuing right to specific enforcement and injunctive relief, to enforce the provisions of this Section 9.5. Seller shall cause its affiliates and subsidiaries to comply with, assume and be bound by the provisions of this Section 9.5, and Seller shall be jointly and severally liable for any breach of these provisions by any of its affiliates or subsidiaries. Provided, however, this Section 9.5 shall not apply to Assets retained by Seller because they have been excluded from the transaction contemplated by this Agreement pursuant to and in compliance with the terms of this Agreementcorporation.

Non-Compete. Seller(a) Subject to Section 5.21(b) and Section 5.21(c), and all its parent companyfor the duration of time following the Closing set forth in Schedule 5.21(a) (the “Non-Compete Period”), sister companiesneither Burgundy, affiliates, and Seller nor any direct or indirect majority owned and of their controlled subsidiaries or affiliates, and subsidiaries agree to foregoAffiliates shall, directly or indirectly, (i) top leasing participate or engage in any of the acreage currently covered by any of the Leases during the Restricted Period (as defined below)Competing Business, (ii) purchasingown, farming-manage, operate or control any Person participating or engaged in a Competing Business, or otherwise acquiring(iii) enable, assist or license or grant any right that facilitates, any Person’s participation or engagement in any Competing Business. For the avoidance of doubt, in the event there is a Seller Change of Control Event, any party to such Seller Change of Control Event (other than Burgundy, Seller and their controlled Affiliates immediately prior to the occurrence of such Seller Change of Control Event) shall not be subject to this Section 5.21(a) and this Section 5.21(a) shall, from and after the consummation of such Seller Change of Control Event, only apply to Burgundy, Seller and their controlled Affiliates immediately prior such Seller Change of Control Event. (b) Section 5.21(a) shall not be deemed breached as a result of: (i) the ownership by Burgundy, Seller or any of their controlled Affiliates of a passive interest of less than ten percent (10%) in the aggregate of any class of stock or other equity securities of a Person engaged, directly or indirectly, in any Competing Business; or (ii) the ownership by Burgundy, Seller or any of their respective Affiliates of any interest if such interest arises as a result of the acquisition following the Closing Date of a Person that engages, directly or indirectly, in a Competing Business; provided that (A) such acquisition is not undertaken for the purpose of evading the obligations of Burgundy, Seller or any of their controlled Affiliates under Section 5.21(a) and (B) Burgundy or Seller, as the case may be, complies with Section 5.21(c); (c) In the event that Burgundy, Seller or any of their controlled Affiliates acquires during the Restricted Non-Compete Period any interest in a Person that engages, directly or indirectly, in a Competing Business, then Burgundy or Seller shall, or shall cause any such acquiring controlled Affiliate to, divest the Competing Business so acquired as promptly as practicable (as defined below) of any oil and gas leases, oil, gas and mineral leases, working interests, production payments, net profits interests, fee mineral interests, royalty interests, overriding royalty interests, non-working and carried interests, reversionary interests, possibilities of reverter, conversion rights and options, operating rights and other interests in land, including, without limitation, any rights and interests but in any unit event within twelve (12) months of such acquisition). Notwithstanding the foregoing, Burgundy, Seller or pooled areathe applicable Affiliate of Burgundy or Seller shall not be required to divest such interest if there are, and purchasing of any oil, gas and condensate xxxxx within a radius of one (1) mile from each of the Xxxxx existing as of the Closing Date time of such acquisition, nine (9) months or within a radius of one (1) mile from less until the boundaries of each end of the Leases (the area described in subparts (i) and (ii) above are collectively referred to as the “Restricted Area”); and (iii) all activities related to exploration, drilling, development, production, marketing and/or selling of hydrocarbons produced from the Restricted Area for a period of one (1) year after the Closing Date (such period commencing on the Closing Date and expiring one (1) year thereafter is referred to as the “Restricted Non-Compete Period”) without the express written consent of Buyer. Acceptance by Buyer to particular exceptions to this clause will not constitute waiver of this clause. Seller acknowledges that the restrctions and covenants set forth herein constitute valuable consideration for Buyer’s agreement to enter into this Agreement and consummate the transactions contemplated herein, and Buyer would not have entered into this Agreement but for Seller’s agreement to the provisions of this Section 9.5. It is also agreed that in addition to any other rights or remedies that Buyer have have at law or in equity, Buyer shall have the continuing right to specific enforcement and injunctive relief, to enforce the provisions of this Section 9.5. Seller shall cause its affiliates and subsidiaries to comply with, assume and be bound by the provisions of this Section 9.5, and Seller shall be jointly and severally liable for any breach of these provisions by any of its affiliates or subsidiaries. Provided, however, this Section 9.5 shall not apply to Assets retained by Seller because they have been excluded from the transaction contemplated by this Agreement pursuant to and in compliance with the terms of this Agreement.

Non-Compete. Seller(a) The Parties acknowledge and agree that it is the intent of the Parties that, except as contemplated by this Section 19.15, the next facility to be designated for the production of Renewable Hydrocarbons to be developed by Seller or its Affiliates will be dedicated to the production of Renewable Hydrocarbons for sale to Buyer. Accordingly, subject to its obligations under Section 2.2(e), Seller covenants and agrees that until [**], neither Seller nor any of its Affiliates will enter into any binding arrangement with respect to the development and construction of any other Renewable Hydrocarbons production facility; provided, however, that Seller and its Affiliates shall be permitted to enter into binding arrangements with Third Parties, other than Non-Compete Parties, to the extent that any such arrangement specifies that the designation of any facility to be developed thereunder shall not be designated prior to designation of a facility pursuant to this Agreement. For the avoidance of doubt, both Seller and Buyer acknowledge that Seller and its Affiliates are already developing the Interim Project and the Expansion Project and this covenant shall not restrict the ability of Seller and its Affiliates to construct such facilities. (b) In addition, during [**], Seller agrees that if Seller or any of its Affiliates receives an inquiry from any commercial airline regarding the purchase of Renewable ATJ in the United States on a long-term (greater than one year) basis, before engaging in any negotiations with such airline Seller shall first offer to Buyer the opportunity to negotiate with such airline regarding such purchase of such Renewable ATJ from Buyer instead of from Seller or its Affiliate. Buyer shall notify Seller or such Affiliate within [**] if it desires to pursue such opportunity, failing which Seller or its Affiliate shall be permitted to proceed to negotiate with such commercial airline, subject to the further requirements of this Section 19.15(b). If Buyer elects not to pursue such opportunity, and all Seller or its parent companyAffiliate subsequently come to agreement with such commercial airline on the binding terms and conditions for such sale of Renewable ATJ, sister companiesbefore entering into any binding arrangement for such sale, affiliatesSeller or such Affiliate will offer such opportunity to Buyer. Buyer shall notify Seller or such Affiliate within [**] if it desires to accept such offer (which acceptance must be on the terms and conditions agreed between Seller and the commercial airline), failing which Seller or its Affiliate shall be permitted to proceed to make such sales directly if it so chooses. This requirement to refer inquiries and any direct offers from commercial airlines to Buyer shall remain in effect until such time as Buyer shall have entered into sale arrangements with commercial airlines referred to Buyer by Seller or indirect majority owned and controlled subsidiaries its Affiliates for [**] of Renewable ATJ, after which time this Section 19.15(b) shall be of no further force or affiliateseffect. (c) From [**], and subsidiaries agree to forego, Seller or its Affiliates may not directly or indirectlyindirectly engage in discussions with respect to the sale and purchase of, (i) top leasing nor engage in the actual sale and purchase of Renewable Hydrocarbons produced by the Facility or any of the acreage currently covered by any Other Gevo Production Facilities with a Non-Compete Party. From the Commercial Operations Date until the end of the Leases during the Restricted Period (as defined below)Delivery Term, (ii) purchasing, farming-in Seller or otherwise acquiring, its Affiliates may not directly or indirectly, during the Restricted Period (as defined below) of any oil and gas leases, oil, gas and mineral leases, working interests, production payments, net profits interests, fee mineral interests, royalty interests, overriding royalty interests, non-working and carried interests, reversionary interests, possibilities of reverter, conversion rights and options, operating rights and other interests indirectly engage in land, including, without limitation, any rights and interests in any unit or pooled area, and purchasing of any oil, gas and condensate xxxxx within a radius of one (1) mile from each of the Xxxxx existing as of the Closing Date or within a radius of one (1) mile from the boundaries of each of the Leases (the area described in subparts (i) and (ii) above are collectively referred to as the “Restricted Area”); and (iii) all activities related to exploration, drilling, development, production, marketing and/or selling of hydrocarbons produced from the Restricted Area for a period of one (1) year after the Closing Date (such period commencing on the Closing Date and expiring one (1) year thereafter is referred to as the “Restricted Period”) without the express written consent of Buyer. Acceptance by Buyer to particular exceptions to this clause will not constitute waiver of this clause. Seller acknowledges that the restrctions and covenants set forth herein constitute valuable consideration for Buyer’s agreement to enter into this Agreement and consummate the transactions contemplated herein, and Buyer would not have entered into this Agreement but for Seller’s agreement discussions with respect to the provisions sale and purchase of, nor engage in the actual sale and purchase of this Section 9.5. It is also agreed that in addition to any other rights or remedies that Buyer have have at law or in equity, Buyer shall have the continuing right to specific enforcement and injunctive relief, to enforce the provisions of this Section 9.5. Seller shall cause its affiliates and subsidiaries to comply with, assume and be bound Renewable Hydrocarbons produced by the provisions of this Section 9.5, and Seller shall be jointly and severally liable for any breach of these provisions by any of its affiliates or subsidiaries. Provided, however, this Section 9.5 shall not apply to Assets retained by Seller because they have been excluded from the transaction contemplated by this Agreement pursuant to and in compliance Facility with the terms of this Agreementa Non-Compete Party.

Non-Compete. Seller(a) Oculus shall not, and all its parent companyshall not authorize, sister companiessublicense, affiliatesappoint or engage any person or entity to, and use the Oculus Method of Manufacturing or the Ruthigen Method of Manufacturing to make, have made, use, sell, offer to sell, have sold or import in the Territory (i) any direct drug or indirect majority owned and controlled subsidiaries sterile device product, in each case with greater than [ ]* of [ ]* with greater than [ ]*% degradation in [ ]* concentration over a [ ]* ([ ]*) month shelf life pursuant to product release studies in liquid form; or affiliates, and subsidiaries agree to forego(ii) any product or service that competes, directly or indirectly, with any Product developed, manufactured and/or commercialized by Ruthigen in the Territory in the Field as permitted in this Agreement. The Parties acknowledge and agree that (i) top leasing any Oculus’ sale of the acreage currently covered by any of the Leases during the Restricted Period (as defined below), Products to Ruthigen and its Affiliates and sublicenses hereunder; (ii) purchasingthe worldwide making, farming-having made, use, sale, offer to sell, having sold and import by Oculus of (A) Oculus Products, (B) Urinary Tract Infection Products; (C) the products and services specifically acknowledged as being not included in the definition of “Invasive” herein; (D) Pipeline Products; (iii) the making, having made, use, sale, offer to sell, having sold and import by Oculus of products and services related to the Indications outside the Territory; and (iv) Oculus’s exercise of its retained rights, shall not constitute a breach of this Section 2.4(a). If, as a result of a Change in Control of Oculus that occurs after the Effective Date, a Third Party, other than a Third Party that derives more than fifty percent (50%) of its revenues from the commercialization of one or otherwise acquiringmore products with hypochlorous acid as its/their active ingredient using a method of manufacturing similar to the Oculus Method of Manufacture or the Ruthigen Method of Manufacturing and is headquartered within Japan, becomes Oculus’ Affiliate as a result of such Change in Control, then such Third Party’s products or services marketed or sold by such Third Party as of the date of such Change in Control that compete with Ruthigen’s products or services in contravention of this Section 2.4(a) shall not qualify as a breach of this Section 2.4(a). If, as a result of a Change in Control in Ruthigen described in Section 2.4(b), products or services marketed or sold by a Third Party which becomes a Ruthigen Affiliate as a result of such Change in Control that compete with the products and services of Oculus as described in Section 2.4(b), then Oculus shall not be restricted from marketing or selling any product or service that competes against such Third Party products or services. (b) Ruthigen shall not, and shall not authorize, sublicense, appoint or engage any person or entity to, to Develop, Manufacture or Commercialize any device whatsoever, or any product that competes, directly or indirectly, during with any product actively marketed by Oculus as of the Restricted Period Effective Date, or, for the avoidance of doubt, with the Oculus Products; Urinary Tract Infection Products; the products and services specifically acknowledged as being not included in the definition of “Invasive” herein; Pipeline Products; products and services related to the Indications outside the Territory and, prior to Ruthigen’s exercise of the OOS Option, if ever, inside the Territory. If, as a result of a Change in Control of Ruthigen that occurs after the Effective Date, a Third Party, other than a Third Party that derives more than fifty percent (as defined below50%) of its revenues from the commercialization of one or more products with hypochlorous acid as its/their active ingredient using a method of manufacturing similar to the Oculus Method of Manufacture or the Ruthigen Method of Manufacturing and is headquartered within Japan, becomes Ruthigen’s Affiliate as a result of such Change in Control, then such Third Party’s products or services marketed or sold by such Third Party as of the date of such Change in Control that compete with Oculus’ products or services in contravention of this Section 2.4(b) shall not qualify as a breach of this Section 2.4(b). If, as a result of a Change in Control in Oculus described in Section 2.4(a), products or services marketed or sold by a Third Party which becomes an Oculus Affiliate as a result of such Change in Control that compete with the products and services of Ruthigen as described in Section 2.4(a), then Ruthigen shall not be restricted from marketing or selling any oil product or service that competes against such Third Party products or services. * Confidential material redacted and gas leasesseparately filed with the Commission. (c) The Parties agree that, oilif efficacy or safety issues arise in development regarding Product or Urinary Tract Product formulations, gas and mineral leases, working interests, production payments, net profits interests, fee mineral interests, royalty interests, overriding royalty interests, non-working and carried interests, reversionary interests, possibilities the Parties will negotiate in good faith to agree to an adjustment of reverter, conversion rights and options, operating rights and other interests the concentration allowances and/or change in land, including, without limitation, any rights and interests in any unit or pooled areaconcentration over a [ ]* ([ ]*) month shelf life to enable the formulations to meet FDA requirements, and purchasing of any oil, gas and condensate xxxxx within such agreement shall be set forth in a radius of one (1) mile from written amendment to this Agreement signed by each of the Xxxxx existing as of the Closing Date or within a radius of one (1) mile from the boundaries of each of the Leases (the area described in subparts (i) and (ii) above are collectively referred to as the “Restricted Area”); and (iii) all activities related to exploration, drilling, development, production, marketing and/or selling of hydrocarbons produced from the Restricted Area for a period of one (1) year after the Closing Date (such period commencing on the Closing Date and expiring one (1) year thereafter is referred to as the “Restricted Period”) without the express written consent of Buyer. Acceptance by Buyer to particular exceptions to this clause will not constitute waiver of this clause. Seller acknowledges that the restrctions and covenants set forth herein constitute valuable consideration for Buyer’s agreement to enter into this Agreement and consummate the transactions contemplated herein, and Buyer would not have entered into this Agreement but for Seller’s agreement to the provisions of this Section 9.5. It is also agreed that in addition to any other rights or remedies that Buyer have have at law or in equity, Buyer shall have the continuing right to specific enforcement and injunctive relief, to enforce the provisions of this Section 9.5. Seller shall cause its affiliates and subsidiaries to comply with, assume and be bound by the provisions of this Section 9.5, and Seller shall be jointly and severally liable for any breach of these provisions by any of its affiliates or subsidiaries. Provided, however, this Section 9.5 shall not apply to Assets retained by Seller because they have been excluded from the transaction contemplated by this Agreement pursuant to and in compliance with the terms of this AgreementParties.

Non-Compete. Seller(a) During the three (3) year period following the Closing Date, Contributor shall not, and all its parent company, sister companies, affiliates, and any direct or indirect majority owned and controlled subsidiaries or affiliates, and subsidiaries agree to foregoshall cause the Contributor’s Affiliates not to, directly or indirectly, in any of the geographic areas identified on Schedule 5.16 (each, a “Restricted Area”): (i) top leasing acquire, own any of the acreage currently covered by any of the Leases during the Restricted Period interest in, control, or operate a natural gas gathering, treating, processing, compression or storage system (as defined below), a “Competing Business”) or (ii) purchasingfor the purpose of conducting or engaging in a Competing Business, farming-in call upon, solicit, advise or otherwise acquiringdo, or attempt to do, business with any clients, suppliers, customers or accounts relating to the business of the Acquired Companies. The preceding sentence shall not apply in the case of Contributor’s or any of Contributor’s Affiliate’s acquisition, directly or indirectly, during of an entity or a business (the Restricted Period “Acquisition Target”) that includes a Competing Business in the event that (A) Contributor or Contributor’s Affiliate makes an Offer (as defined belowherein) and complies fully with the provisions of any oil and gas leasesSection 5.16(b) or (B) Contributor makes a good faith determination that the portion of such Acquisition Target constituting the Competing Business is not commercially reasonably separable from the Acquisition Target, oil, gas and mineral leases, working interests, production payments, net profits interests, fee mineral interests, royalty interests, overriding royalty interests, non-working and carried interests, reversionary interests, possibilities of reverter, conversion rights and options, operating rights and other interests in land, including, without limitation, any rights and interests in any unit or pooled areataken as a whole, and purchasing of any oil, gas and condensate xxxxx within a radius of one (1) mile from each the Competing Business constitutes less than 15% of the Xxxxx existing as of the Closing Date Acquisition Target’s assets or within a radius of one (1) mile from the boundaries of each of the Leases (the area described in subparts operations; (i) If Contributor or any of Contributor’s Affiliates acquires an Acquisition Target that includes a Competing Business subject to the noncompetition provisions of Section 5.16(a), then not later than six (6) months after the consummation of the acquisition by Contributor or any of Contributor’s Affiliates of the Acquisition Target that includes such Competing Business, Contributor shall notify Regency in writing of such acquisition and offer Regency the opportunity to purchase such Competing Business in accordance with this Section 5.16(b) (ii) above are collectively referred to as the “Restricted AreaOffer”); . The Offer shall set forth preliminary terms relating to the sale and purchase of the Competing Business. As soon as practicable, but in any event within sixty (60) days after receipt of the Offer, Regency shall notify Contributor in writing that either (A) Regency has elected, with the approval of the Regency Conflicts Committee, not to purchase the Competing Business, in which event Contributor or Contributor’s Affiliates, as applicable, shall be forever free to continue to own or operate such Competing Business, or (B) Regency has elected to negotiate the purchase of the Competing Business, in which event the procedures outlined in this Section 5.16(b)(ii) and (iii) all activities related shall apply. In the event that Regency fails to explorationdeliver a written notice pursuant to Section 5.16(b)(i)(A) or (B) within sixty days after receipt of the Offer or after giving such written notice fails to consummate the purchase of the Competing Business, drillingRegency shall be deemed to have elected not to purchase the Competing Business with the approval of the Regency Conflicts Committee, developmentand Contributor or Contributor’s Affiliates, productionas applicable, marketing shall be forever free to continue to own or operate such Competing Business. (ii) If Contributor or Contributor’s Affiliates, as applicable, and Regency (with the concurrence of the Regency Conflicts Committee) are able to agree on the fair market value of the Competing Business that is subject to the Offer and the other terms of a definitive agreement within sixty (60) days after Contributor’s receipt of Regency’s election to negotiate the purchase of the Competing Business, Regency shall purchase the Competing Business for the agreed upon fair market value and other terms as soon as commercially practicable after such definitive agreement has been reached. (iii) If Contributor or Contributor’s Affiliates, as applicable, and Regency are unable to agree on the fair market value of the Competing Business or the other terms of a definitive agreement within sixty (60) days after Contributor’s receipt of Regency’s election to negotiate the purchase of the Competing Business, Contributor and Regency will engage a mutually agreed upon, nationally recognized investment banking firm to determine the fair market value of the Competing Business and/or selling the other terms on which Contributor and Regency are unable to agree. Such investment banking firm will determine the fair market value of hydrocarbons produced the Competing Business and/or the other terms on which Contributor and Regency are unable to agree within thirty (30) days of its engagement and furnish Contributor and Regency its determination. Once the investment banking firm has submitted its determination of the fair market value of the Competing Business and/or the other terms on which Contributor and Regency are unable to agree, Regency will have the right, but not the obligation, subject to the approval of the Regency Conflicts Committee, to purchase the Competing Business that is subject to the Offer on the agreed-upon terms and as otherwise determined by the investment banking firm. If Regency elects to purchase the Competing Business, then it shall purchase, and Contributor shall sell (or cause Contributor’s Affiliates to sell, if applicable) the Competing Business on the agreed-upon terms and as otherwise determined by the investment banking firm as soon as commercially practicable after such determination and the fees of the investment banking firm will be split equally between Contributor and Regency. If Regency fails to elect to purchase the Competing Business within fifteen (15) days of the receipt of such terms from the Restricted Area investment banking firm, (i) Regency will be deemed to have elected, with the approval of the Regency Conflicts Committee, not to purchase the Competing business, (ii) the fees of the investment banking firm will be paid solely by Regency and (iii) Contributor or Contributor’s Affiliates, as applicable, shall be forever free to continue to own or operate such Competing Business. (c) In the event that the covenants in this Section 5.16 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great of time or over too great a geographical area or by reason of its being too extensive in any other respect, they shall be interpreted to extend only over the maximum period of one time for which they may be enforceable and/or over the maximum geographical area as to which they may be enforceable and/or to the maximum extent in all other respects as to which they may be enforceable, all as determined by such court in such action. (1d) year after the Closing Date (such period commencing on the Closing Date and expiring one (1) year thereafter is referred to as the “Restricted Period”) without the express written consent of Buyer. Acceptance by Buyer to particular exceptions to this clause will not constitute waiver of this clause. Seller Contributor acknowledges that a breach of the restrctions and covenants set forth herein constitute valuable consideration for Buyer’s agreement contained in this Section 5.16 will cause irreparable damage to enter into this Agreement and consummate the transactions contemplated hereinRegency Parties, the Company, their Subsidiaries or their businesses, the exact amount which will be difficult to ascertain, and Buyer would not have entered into this Agreement but that remedies at law for Seller’s agreement to any such breach will be inadequate. Accordingly, Contributor agrees that if it, its Subsidiaries or Affiliates breach any of the provisions of covenants contained in this Section 9.5. It is also agreed that 5.16, in addition to any other rights or remedies that Buyer have have remedy which may be available at law or in equity, Buyer Regency shall have the continuing right be entitled to specific enforcement performance and injunctive relief, without posting a bond or any other security. (e) Each of ETE, ETP and Holdco severally agrees (and agrees to enforce cause its respective Affiliates) to comply with the provisions terms and conditions of this Section 9.55.16. Seller shall cause its affiliates Each of ETE and subsidiaries ETP is executing this Agreement for the sole purposes of agreeing to comply with, assume and be bound by the provisions of this Section 9.5, 5.16 and Seller shall be jointly and severally liable Section 5.20. Holdco is executing this Agreement for any breach the sole purposes of these provisions by any of its affiliates or subsidiaries. Provided, however, agreeing to this Section 9.5 shall not apply to Assets retained by Seller because they have been excluded from the transaction contemplated by this Agreement pursuant to 5.16 and in compliance with the terms of this AgreementSection 5.9.

Non-Compete. Seller6.1 As from the Closing Date and for a period of three (3) years thereafter to and including the date which is the third anniversary of the Closing Date, the Seller shall not and all shall cause its parent company, sister companies, affiliates, and any direct or indirect majority owned and controlled subsidiaries or affiliates, and subsidiaries agree Affiliates not to forego, directly or indirectly, (i) top leasing sell, license or lease Products or provide any of installation, commissioning or hardware and software maintenance services for Products sold leased or licensed by the acreage currently covered by any of the Leases during the Restricted Period (as defined below), (ii) purchasing, farming-in or otherwise acquiring, directly or indirectly, during the Restricted Period (as defined below) of any oil and gas leases, oil, gas and mineral leases, working interests, production payments, net profits interests, fee mineral interests, royalty interests, overriding royalty interests, non-working and carried interests, reversionary interests, possibilities of reverter, conversion rights and options, operating rights and other interests in land, including, without limitation, any rights and interests in any unit or pooled area, and purchasing of any oil, gas and condensate xxxxx within a radius of one (1) mile from each of the Xxxxx existing as of Designated Sellers prior to the Closing Date or by the Purchaser or the Designated Purchasers after the Closing Date; provided, however, that the Seller shall have the right to contract with a customer to provide any such services only if it agrees to subcontract such services; whereupon, the Seller shall first offer to subcontract such services to the Purchaser and should the Purchaser not agree within a radius commercially reasonable period of one time to perform such services at market prices and terms, less an administrative fee, then the Seller will then source such services to a Third Party. The prohibition in this Article 6 shall apply worldwide. Such prohibition shall not be applicable to: (1a) mile from any activities in Korea carried out by LG-Nortel Co Ltd. in accordance with the boundaries Korea Development and Distribution Agreements, (b) any subcontracting relationship between any Designated Seller and the Purchaser (or any other Designated Purchaser) contemplated in the Transaction Documents, (c) the sale, lease or license of each MIMO products, including for incorporation within Products, provided, however, if a Product incorporates elements of MIMO technology, then such prohibition shall apply to such Product, (d) a change of Control of the Leases Seller, except where such change of Control results from a combination involving an exchange of shares and following which (A) the area described in subparts former shareholders of the Seller own (i) and directly more than fifty percent (50%) of the voting rights of the surviving entity or (ii) above are collectively indirectly more than fifty percent (50%) of the voting rights of the Seller and (B) no shareholder other than a former shareholder of Nortel may exercise Control over the Seller, (e) the Seller’s acquisition of assets from, or a Controlling interest in, an entity where such assets or entity generated at least one billion US dollars (USD 1,000,000,000) in revenues in the telecommunication equipment market during the twelve (12) months immediately prior to the Closing Date, and less than 40% of such revenues were derived from a Competing Business. 6.2 If the Seller makes an acquisition that includes a Competing Business, which acquisition is not subject to the exclusion referred in paragraph (e) above, upon the completion of such acquisition, (i) The Seller shall immediately announce publicly its intention to divest such Competing Business and effectively close the divestiture within ten (10) months of the closing of the concerned acquisition. The Seller shall allow the Purchaser to participate as a potential acquirer of the “Restricted Area”Competing Business in the bidding process. During this ten (10) month period, all commercial relations between the Competing Business and the Seller shall cease except for standard transition services (excluding, for purposes of clarity, distribution of both Products and/or associated services); and ; (ii) If the Seller does not succeed in effecting such divestiture within the ten-month period referred in paragraph (i) above, it shall immediately at the end of such period at its option either terminate all business of the Competing Business or place the Competing Business under a trust to be managed independently for an additional nine (9) months; (iii) If at the end of the nine-month period referred in paragraph (ii) above, the Competing Business has not been sold by the trustee, then it shall cease all activities related to exploration, drilling, development, production, marketing and/or selling of hydrocarbons produced from the Restricted Area business. The divestment obligation provided for a period of one (1) year after the Closing Date (such period commencing on the Closing Date and expiring one (1) year thereafter is referred to in this paragraph 6.2 shall be applicable as long as the “Restricted Period”) without acquisition is made during the express written consent three-year non-compete period provided in Section 6.1 above, even though the effectiveness of Buyerthe divestment may occur after such period. Acceptance by Buyer to particular exceptions to this clause will not constitute waiver of this clause. The Seller acknowledges agree that the restrctions restrictions contained in Sections 6.1 and covenants set forth herein constitute valuable consideration 6.2 are no greater than are reasonable and necessary for Buyer’s agreement to enter into this Agreement the protection of the interest of the Purchaser and consummate the transactions contemplated herein, and Buyer would not have entered into this Agreement other Designated Purchasers but for Seller’s agreement to the provisions of this Section 9.5. It is also agreed that in addition to if any other rights or remedies that Buyer have have at law or in equity, Buyer shall have the continuing right to specific enforcement and injunctive relief, to enforce the provisions of this Section 9.5. Seller shall cause its affiliates and subsidiaries to comply with, assume and be bound by the provisions of this Section 9.5, and Seller such restriction shall be jointly held to be void but would be valid if deleted in part or reduced in application, such restriction shall apply with such deletion or modification as may be necessary to make it valid and severally liable for any breach of these provisions by any of its affiliates or subsidiaries. Provided, however, this Section 9.5 shall not apply to Assets retained by Seller because they have been excluded from the transaction contemplated by this Agreement pursuant to and in compliance with the terms of this Agreementenforceable.

Non-Compete. Seller, (a) The Corporation and all its parent company, sister companies, affiliates, and any direct or indirect majority owned and controlled subsidiaries or affiliates, and subsidiaries agree to forego, directly or indirectly, the Executive acknowledge that: (i) top leasing any the Corporation has a special interest in and derives significant benefit from the unique skills and experience of the acreage currently covered by any of Executive; (ii) the Leases during the Restricted Period Executive will use and have access to proprietary and valuable Confidential Information (as defined below), (iiin Section 3.2 hereof) purchasing, farming-in or otherwise acquiring, directly or indirectly, during the Restricted Period (as defined below) of any oil and gas leases, oil, gas and mineral leases, working interests, production payments, net profits interests, fee mineral interests, royalty interests, overriding royalty interests, non-working and carried interests, reversionary interests, possibilities of reverter, conversion rights and options, operating rights and other interests in land, including, without limitation, any rights and interests in any unit or pooled area, and purchasing of any oil, gas and condensate xxxxx within a radius of one (1) mile from each course of the Xxxxx existing as of the Closing Date or within a radius of one (1) mile from the boundaries of each of the Leases (the area described in subparts (i) and (ii) above are collectively referred to as the “Restricted Area”)Executive’s employment; and (iii) all activities related the agreements and covenants contained herein are essential to explorationprotect the business and goodwill of the Corporation or any of its subsidiaries, drillingaffiliates or licensees. Accordingly, developmentexcept as hereinafter noted, productionthe Executive covenants and agrees that during the Term, and for the remainder of such Term following the termination of Executive’s employment, the Executive shall not provide any labor, work, services or assistance (whether as an officer, director, employee, partner, agent, owner, independent contractor, consultant, stockholder or otherwise) to a “Competing Business.” For purposes hereof, “Competing Business” shall mean any business engaged in the designing, marketing and/or selling or distribution of hydrocarbons produced premium lifestyle products, including but not limited to apparel, home, accessories and fragrance products, which competes in any material respects with the Corporation or any of its subsidiaries, affiliates or licensees, and shall include, without limitation, those brands and companies that the Corporation and the Executive have jointly designated in writing on the date hereof, which is incorporated herein by reference and which is attached as Schedule A, as being in competition with the Corporation or any of its subsidiaries, affiliates or licensees as of the date hereof. Thus, Executive specifically acknowledges that Executive understands that, except as provided in Section 3.1(b) she may not become employed by any Competing Business in any capacity during the Term. (b) The non-compete provisions of this Section shall no longer be applicable to Executive if she has been notified pursuant to Section 2.1(a) hereof that her services will no longer be required during the Term or if the Executive has terminated her employment for Good Reason pursuant to Section 2.1(e) or if the Corporation elects in its sole discretion not to extend the Term for any reason other than for Cause. (c) It is acknowledged by the Executive that the Corporation has determined to relieve the Executive from the Restricted Area any obligation of non-competition for a period of one (1) year periods after the Closing Date (such period commencing on Term, and/or if the Closing Date Corporation terminates the Executive’s employment under Section 2.1(a) or if the Executive has terminated her employment for Good Reason pursuant to Section 2.1(e) or if the Corporation elects in its sole discretion not to extend the Term for any reason other than for Cause. In consideration of that, and expiring one (1) year thereafter is referred to as in consideration of all of the “Restricted Period”) without the express written consent of Buyer. Acceptance by Buyer to particular exceptions to this clause will not constitute waiver of this clause. Seller acknowledges that the restrctions and covenants set forth herein constitute valuable consideration for Buyer’s agreement to enter into compensation provisions in this Agreement and consummate (including the transactions contemplated hereinpotential for the award of stock options and/or RPSUs that may be made to the Executive), and Buyer would not have entered into this Agreement but for Seller’s agreement Executive agrees to the provisions of this Section 9.5. It is 3.1 and also agreed agrees that in addition to any other rights or remedies that Buyer have have at law or in equity, Buyer shall have the continuing right to specific enforcement non-competition obligations imposed herein are fair and injunctive relief, to enforce reasonable under all the provisions of this Section 9.5. Seller shall cause its affiliates and subsidiaries to comply with, assume and be bound by the provisions of this Section 9.5, and Seller shall be jointly and severally liable for any breach of these provisions by any of its affiliates or subsidiaries. Provided, however, this Section 9.5 shall not apply to Assets retained by Seller because they have been excluded from the transaction contemplated by this Agreement pursuant to and in compliance with the terms of this Agreementcircumstances.

Non-Compete. SellerEmployee covenants and agrees that during the Employment Contract Term (the “Non-Compete Period”), and all its parent company, sister companies, affiliates, and any direct or indirect majority owned and controlled subsidiaries or affiliates, and subsidiaries agree to foregohe shall not engage, directly or indirectly, in the business of designing, manufacturing, marketing, modifying, distributing or selling refrigeration systems for use in medical, clinical, research and scientific laboratory applications (ithe “Restricted Business”) top leasing any of worldwide; provided, however, that he may acquire or otherwise own less than a five percent (5%) equity interest in a publicly held enterprise engaged in the acreage currently covered by any of the Leases Restricted Business as long as he does not render advice or assistance to such enterprise. In addition, during the Restricted Period (as defined below)Non-Compete Period, (ii) purchasing, farming-in or otherwise acquiringEmployee shall not, directly or indirectly, during persuade or attempt to persuade any employee of the Standex Scientific Unit to leave the employment of Standex and its subsidiaries, or to become employed by any person other than Standex and its subsidiaries for the purpose of engaging in the Restricted Period (as defined below) of any oil and gas leases, oil, gas and mineral leases, working interests, production payments, net profits interests, fee mineral interests, royalty interests, overriding royalty interests, non-working and carried interests, reversionary interests, possibilities of reverter, conversion rights and options, operating rights and other interests in land, including, without limitation, any rights and interests in any unit or pooled area, and purchasing of any oil, gas and condensate xxxxx within a radius of one (1) mile Business; provided that the foregoing shall not restrict the Employee from each of the Xxxxx existing as of the Closing Date or within a radius of one (1) mile from the boundaries of each of the Leases (the area described in subparts (i) and soliciting employees through general solicitations or (ii) above are collectively referred to as the “Restricted Area”); and (iii) all activities related to exploration, drilling, development, production, marketing and/or selling soliciting employees through use of hydrocarbons produced from the Restricted Area for a period of one (1) year after the Closing Date (such period commencing on the Closing Date and expiring one (1) year thereafter is referred to as the “Restricted Period”) without the express written consent of Buyer. Acceptance by Buyer to particular exceptions to this clause will not constitute waiver of this clause. Seller acknowledges recruiting firm provided that the restrctions and covenants set forth herein constitute valuable consideration for Buyer’s agreement Employee did not instruct the recruiting firm to enter into this Agreement and consummate approach employees of the transactions contemplated herein, and Buyer would not have entered into this Agreement but for Seller’s agreement to Company. Employee agrees that the provisions of this Section 9.53 are reasonable and necessary for Employer's and Standex’s reasonable protection and that if any portion thereof shall be held contrary to law or invalid or unenforceable in any respect in any jurisdiction, or as to one or more periods of time, geographic area, areas of business activities, or any part thereof, the remaining provisions shall not be affected but shall remain in full force and effect and that any such invalid or unenforceable provision shall be deemed, without further action on the part of any person, modified and limited to the extent necessary to render the same valid and enforceable in such jurisdiction. It is also agreed Employee further agrees that in addition to any other rights or the remedies that Buyer have have at law in the event of a breach of or in equitya default under this Section 3 may be insufficient and that Employer and/or Standex shall be entitled to seek the immediate grant of equitable relief including, Buyer shall have but not limited to, the continuing right remedy of specific performance to specific enforcement and injunctive reliefenjoin any breach, to enforce or the continuation of any breach, of the provisions of this Section 9.53. Seller It is the intention of the parties that, upon expiration of the Employment Contract Term the non-competition and non-solicitation covenants set forth in this Agreement shall cause its affiliates and subsidiaries to comply with, assume terminate and be bound by of no further force and effect and upon the execution of the Standard Agreement the non-competition and non-solicitation covenants set forth in the Standard Agreement shall apply. It is the mutual intention of the parties that the non-compete/non-solicitation provisions of this Section 9.53 and the non-compete/non-solicitation provisions in the Standard Agreement, once executed, supplement and are distinct and separate obligations from those non-competition and non-solicitation provisions of the Purchase Agreement, and Seller shall be jointly and severally liable for any breach of these provisions by any of its affiliates or subsidiaries. Provided, however, this Section 9.5 the obligations set forth in the Purchase Agreement shall not apply to Assets retained in any way limit or be limited by Seller because they have been excluded from the transaction contemplated by obligations set forth in this Agreement pursuant to or in the Standard Agreement. In addition, on the first day of Employee’s employment hereunder and in compliance with as a condition of the terms signing of this Agreement, Employee shall be required to sign the standard Standex International Corporation Invention and Trade Secret Agreement. It is the intention of the parties that the non-competition and non-solicitation covenants set forth herein and in the Standard Agreement shall take precedence over such provisions in the Invention and Trade Secret Agreement.

Non-Compete. During the Term of this Agreement and for a period of five (5) years following the termination or expiration of this Agreement, Seller, all of Seller’s subsidiary, affiliate, or related companies, and all its parent companyof Seller’s Subcontractors (collectively, sister companies“Seller Parties”), affiliatesshall not, and within or with respect to any direct country or indirect majority owned and controlled subsidiaries or affiliates, and subsidiaries agree to foregostate worldwide, directly or indirectlyindirectly own, operate, lease, manage, control, participate in, consult with, advise, permit Seller’s name to be used by, provide services for, or in any manner engage in any business that creates, designs, invents, engineers, develops, sources, markets, manufactures, distributes, suppliers, or sells (hereinafter, “Sell”) any product or material that (i) top leasing is the same or substantially the same as Buyer’s Products, Improvements, or Buyer Proprietary Information, (ii) relates in any way to the business or contemplated business, products, packaging, activities, research, or development of Buyer, or (iii) may be used as a substitute for or otherwise competes with any of the acreage currently covered by Buyer’s Products, Improvements, or Buyer Proprietary Information (including but not limited to any of the Leases during the Restricted Period products and/or packaging intended for use with an electronic cutting or iron-on machines) (as defined belowwhere Subsections (i), (ii) purchasing), farming-in and (ii), are collectively referred herein as, “Competitive Products”). As such, Seller acknowledges and agrees on behalf of itself and all Seller Parties that Seller Parties may not Sell the Products, Improvements, Buyer Proprietary Information, or otherwise acquiring, any Competitive Products (whether directly or indirectly, during the Restricted Period (as defined below) of any oil and gas leases, oil, gas and mineral leases, working interests, production payments, net profits interests, fee mineral interests, royalty interests, overriding royalty interests, non-working and carried interests, reversionary interests, possibilities of reverter, conversion rights and options, operating rights and other interests in land, including, without limitation, any rights and interests in any unit manner. This restrictive covenant includes to any of Buyer’s direct or pooled areaindirect competitors or customers, and purchasing of their respective subsidiary, affiliate, or related companies, including but not limited to Brother, Silhouette, Graphtec, Amazon, Walmart, Michaels, X.X. Xxxxx, Hobby Lobby, American Crafts, and Xx-Xxx Stores, or to any oilother craft/DIY retailer or e-commerce retailer. In addition to the aforementioned restrictive covenant, gas and condensate xxxxx within a radius of one in the event Seller or Seller’s Subcontractors (1) mile from each are approached to engage with any of the Xxxxx existing aforementioned parties, or (2) know or have reason to know that any such Selling or prohibited activities did occur, are occurring, or have alleged to occur, Seller agrees to immediately notify Buyer and immediately cease all such Selling and prohibited activities. The Parties understand, acknowledge, and agree that these non-compete covenants are required so as of the Closing Date or within a radius of one (1) mile from the boundaries of each of the Leases (the area described in subparts (i) and (ii) above are collectively referred to as the “Restricted Area”); and (iii) all activities related to exploration, drilling, development, production, marketing and/or selling of hydrocarbons produced from the Restricted Area for a period of one (1) year after the Closing Date (such period commencing on the Closing Date and expiring one (1) year thereafter is referred to as the “Restricted Period”) without the express written consent of Buyer. Acceptance by Buyer to particular exceptions to this clause will not constitute waiver of this clause. Seller acknowledges that the restrctions and covenants set forth herein constitute valuable consideration for protect Buyer’s agreement to enter into this Agreement and consummate the transactions contemplated hereinProducts, Buyer Proprietary Information, and Buyer would not have entered into this Agreement but for SellerBuyer’s agreement trade secrets, including the intellectual property belonging to the provisions of this Section 9.5. It is also agreed that in addition to any other rights or remedies that Buyer have have at law or in equity, Buyer shall have the continuing right to specific enforcement and injunctive relief, to enforce the provisions of this Section 9.5. Seller shall cause its affiliates and subsidiaries to comply with, assume and be bound by the provisions of this Section 9.5, and Seller shall be jointly and severally liable for any breach of these provisions by any of its affiliates or subsidiaries. Provided, however, this Section 9.5 shall not apply to Assets retained by Seller because they have been excluded from the transaction contemplated by this Agreement pursuant to and in compliance with the terms of this AgreementBuyer.

Non-Compete. Seller(a) The Investors agree that, and all its parent companyfor a period of one year beginning on the date hereof, sister companies, affiliates, and any direct neither of them shall invest or indirect majority owned and controlled subsidiaries or affiliates, and subsidiaries agree to foregoengage, directly or indirectly, whether as a partner, equity holder, lender, principal, agent, affiliate, consultant or otherwise, in any business anywhere in the world that develops products for the diagnosis and treatment of cancer or otherwise competes with OncoCyte in any way; provided, however, that the passive ownership of less than 5% of the outstanding stock of any publicly-traded corporation will not be deemed, solely by reason thereof, to be in violation of this Section 3. (ib) top leasing If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 3 is invalid or unenforceable, the parties agree that the court making the determination of invalidity or unenforceability will 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 will be enforceable as so modified after the expiration of the time within which the judgment may be appealed. (c) The Investors expressly acknowledge that a breach of any of the acreage currently covered by any of the Leases during the Restricted Period (as defined below), (ii) purchasing, farming-terms and conditions contained in or otherwise acquiring, directly or indirectly, during the Restricted Period (as defined below) of any oil this Section 3 will cause OncoCyte irreparable and gas leases, oil, gas and mineral leases, working interests, production payments, net profits interests, fee mineral interests, royalty interests, overriding royalty interests, non-working and carried interests, reversionary interests, possibilities of reverter, conversion rights and options, operating rights and other interests in land, including, without limitation, any rights and interests in any unit or pooled areacontinuing harm for which there is no adequate remedy at law, and purchasing of any oil, gas OncoCyte is therefore entitled to seek injunctive relief and condensate xxxxx within a radius of one (1) mile from each of the Xxxxx existing as of the Closing Date or within a radius of one (1) mile from the boundaries of each of the Leases (the area described in subparts (i) and (ii) above are collectively referred to as the “Restricted Area”); and (iii) all activities related to exploration, drilling, development, production, marketing and/or selling of hydrocarbons produced from the Restricted Area for a period of one (1) year after the Closing Date (such period commencing on the Closing Date and expiring one (1) year thereafter is referred to as the “Restricted Period”) specific performance without the express written consent requirement of Buyerposting bond or other undertaking. Acceptance by Buyer OncoCyte's right to particular exceptions seek injunctive relief and specific performance shall in no way limit its right to this clause will not constitute waiver of this clauseseek any other legal remedies or other relief available to it. Seller acknowledges The Investors hereby acknowledge and agree that the restrctions covenants and covenants agreements set forth herein constitute valuable consideration for Buyer’s agreement in this Section 3 are a material inducement to OncoCyte to enter into this Agreement and consummate the transactions contemplated hereinto perform its obligations hereunder, and Buyer that OncoCyte would not have entered into this Agreement but for Seller’s agreement to the provisions of this Section 9.5. It is also agreed that in addition to any other rights or remedies that Buyer have have at law or in equity, Buyer shall have the continuing right to specific enforcement without such covenants and injunctive relief, to enforce the provisions of this Section 9.5. Seller shall cause its affiliates and subsidiaries to comply with, assume and be bound by the provisions of this Section 9.5, and Seller shall be jointly and severally liable for any breach of these provisions by any of its affiliates or subsidiaries. Provided, however, this Section 9.5 shall not apply to Assets retained by Seller because they have been excluded from the transaction contemplated by this Agreement pursuant to and in compliance with the terms agreements being made a part of this Agreement.

Non-Compete. Seller(a) As consideration for the grant by GECC of the following agreement not to compete, Parent hereby agrees to pay the Stockholder, upon the Effective Time, a fee of $28 million in cash. Upon the receipt of such fee by the Stockholder, GECC will cause its Commercial Finance Division (the "Division", which term shall exclude all other divisions or affiliates of GECC) to comply with Sections 6(b) and all its parent company(c) with respect to the manufacture, sister companiessale and distribution of fasteners, affiliatesfastening systems and related components in the aircraft, defense products, automotive, electronic and other industrial markets (the "Business"). (b) GECC will cause the Division not to for a period of 10 years after the Closing Date, by ownership of equity securities or securities convertible into equity securities or otherwise (other than as a stockholder of not more than ten percent (10%) of any direct or indirect majority owned and controlled subsidiaries or affiliatesclass of securities of any other corporation) engage, and subsidiaries agree to foregoanywhere in the world, directly or indirectlyin any business competitive with the Business; provided, however that (i) top leasing any nothing in this Section 6 shall restrict the Division from engaging in financing transactions in the ordinary course of the acreage currently covered by any of the Leases during the Restricted Period (as defined below)business, (ii) purchasing, farming-in or otherwise acquiring, directly or indirectly, during the Restricted Period (as defined below) of any oil and gas leases, oil, gas and mineral leases, working interests, production payments, net profits interests, fee mineral interests, royalty interests, overriding royalty interests, non-working and carried interests, reversionary interests, possibilities of reverter, conversion rights and options, operating rights and other interests in land, including, without limitation, any rights and interests in any unit or pooled area, and purchasing of any oil, gas and condensate xxxxx within a radius of one (1) mile from each of the Xxxxx existing as of the Closing Date or within a radius of one (1) mile from the boundaries of each of the Leases (the area described in subparts (i) and (ii) above are collectively referred to the Division shall not be prohibited from acquiring (x) any business that includes operations the conduct of which by the Division violates this Section 6 or (y) any business that is acquired by the Division as a result of a bankruptcy, foreclosure or work out if, in the “Restricted Area”); case of each of clause (x) and (iii) all activities related y), GECC causes the Division to exploration, drilling, development, production, marketing and/or selling use reasonable efforts to dispose of hydrocarbons produced such operations or business within 18 months from the Restricted Area for a period consummation of one such acquisition. (1c) year after the Closing Date (such period commencing on the Closing Date and expiring one (1) year thereafter is referred to as the “Restricted Period”) without the express written consent of Buyer. Acceptance by Buyer to particular exceptions to this clause will not constitute waiver of this clause. Seller GECC acknowledges that the restrctions and covenants set forth herein constitute valuable consideration for Buyer’s agreement to enter into this Agreement and consummate the transactions contemplated herein, and Buyer would not have entered into this Agreement but for Seller’s agreement to a violation or threatened violation of any of the provisions of this Section 9.5. It is also agreed that 6 may result in Parent and/or Purchaser sustaining irreparable harm, which result could not be fully redressed by the payment of damages to Parent and/or Purchaser, and, therefore, in addition to any other rights remedies which Parent and/or Purchaser may have under this Agreement or remedies that Buyer have have otherwise, Parent and/or Purchaser shall be entitled to apply to any court of competent jurisdiction, at law or in equity, Buyer for an injunction enjoining or restraining any such violation, and GECC shall have not (and GECC shall cause the continuing right Division not to) object to specific enforcement and injunctive relief, to enforce any application or issuance of such injunction. If for any reason any court of competent jurisdiction shall find any of the provisions of this Section 9.5. Seller shall cause its affiliates and subsidiaries to comply with, assume and be bound by the provisions of this Section 9.5, and Seller shall be jointly and severally liable for any breach of these provisions by any of its affiliates or subsidiaries. Provided, however, this Section 9.5 shall not apply to Assets retained by Seller because they have been excluded from the transaction contemplated by this Agreement pursuant to and in compliance with the terms of this Agreement.this

Non-Compete. Seller(a) Novartis covenants and agrees that, and all its parent company, sister companies, affiliates, and any direct or indirect majority owned and controlled subsidiaries or affiliates, and subsidiaries agree to forego, directly or indirectly, (i) top leasing any of the acreage currently covered by any of the Leases during the Restricted Period (as defined below), (ii) purchasing, farming-in or otherwise acquiring, directly or indirectly, during the Restricted Period (as defined below) of any oil and gas leases, oil, gas and mineral leases, working interests, production payments, net profits interests, fee mineral interests, royalty interests, overriding royalty interests, non-working and carried interests, reversionary interests, possibilities of reverter, conversion rights and options, operating rights and other interests in land, including, without limitation, any rights and interests in any unit or pooled area, and purchasing of any oil, gas and condensate xxxxx within a radius of one (1) mile from each of the Xxxxx existing as of the Closing Date or within a radius of one (1) mile from the boundaries of each of the Leases (the area described in subparts (i) and (ii) above are collectively referred to as the “Restricted Area”); and (iii) all activities related to exploration, drilling, development, production, marketing and/or selling of hydrocarbons produced from the Restricted Area for a period of one (1) year after the Closing Date (such period commencing on the Closing Date and expiring one ending on the third anniversary of the Closing Date (1) year thereafter is referred to as the “Restricted Period”) ), Novartis shall not, and shall cause its Affiliates not to, directly or indirectly, in any capacity, engage in or have any direct or indirect ownership interest in, or permit their names to be used in connection with, or enter into any joint venture, distribution or profit sharing with respect to, the business of selling, marketing, distributing, manufacturing or commercializing any Competitive Product in the Territory. Notwithstanding the provisions of this Clause 2.3, Novartis and its Affiliates shall not be restricted from conducting research and development activities with respect to the Product and/or Drug Substance in the Territory or from continuing to manufacture the Product and/or the Drug Substance, or through its Affiliates or Third Party collaborators, within the Territory for sale outside of the Territory or within or without the express written consent Territory for sale to the Purchaser pursuant to the Supply Agreement and Novartis and/or its Affiliates may, directly or indirectly, in any capacity engage in or have any direct or, subject to Clause 2.3(b), indirect ownership interest in, and permit their names to be used in connection with, or enter into any joint venture, distribution or profit sharing with respect to any business of Buyer. Acceptance by Buyer selling, marketing, distributing, manufacturing or commercializing any pharmaceutical products, including but not limited to particular exceptions to this clause will not constitute waiver a Competitive Product, outside the Territory. (b) Notwithstanding the provisions of this clause. Seller Clause 2.3, none of Novartis or its Affiliates shall be restricted from doing any of the following: (i) acquiring any legal entity, division or business that derives less than 10% of its revenues from sales of a Competitive Product within the Territory (or any legal entity, division or business that derives an amount equal to or in excess of 10% of its revenues from sales of a Competitive Product within the Territory so long as Novartis causes such legal entity to cease selling such Competitive Product in the Territory (for the duration of the Restricted Period) within eighteen (18) months 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 whose securities are publicly traded on a national securities exchange or in the over-the-counter market and that derives more than 10% of its revenues from sales of a Competitive Product within the Territory, (iii) owning any equity or debt securities through any employee benefit or pension plan, or (iv) the use of the Product or Drug Substance in any form in research and development as conducted by Novartis and its Affiliates. (c) It is specifically agreed that this Clause 2.3 shall not apply if NPHAG is Acquired. (d) Novartis covenants and agrees that Novartis and its Affiliates shall not file an ANDA challenging any of the Patents under 21 C.F.R. §314.94(a)(12)(i)(A)(4). (e) Novartis acknowledges that the restrctions restrictions contained in this Clause 2.3 are reasonable and covenants set forth herein necessary to protect the legitimate interests of the Purchaser and constitute valuable consideration for Buyer’s agreement a material inducement to the Purchaser to enter into this Asset Purchase Agreement and consummate the transactions contemplated herein, and Buyer would not have entered into hereby. Novartis acknowledges that any violation of this Agreement but for Seller’s agreement Clause 2.3 will result in irreparable injury to the Purchaser and agrees that the Purchaser shall be entitled to specific performance of Clause 2.3 and consent to the entry thereof. Without limiting the generality of the foregoing, the Restricted Period shall be extended for an additional period equal to any period during which Novartis is in breach of its obligations under this Clause 2.3. (f) If any provision contained in this Clause 2.3 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 9.5Clause 2.3, but this Clause 2.3 shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. It is also agreed the intention of the 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 which is not permitted by applicable Law, or in addition any way construed to be too broad or to any extent invalid, 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 court of competent jurisdiction shall construe and interpret or reform this Clause 2.3 to provide for a covenant having the maximum enforceable geographic area, time period and other rights or remedies that Buyer have have at law or in equity, Buyer shall have the continuing right to specific enforcement and injunctive relief, to enforce the provisions of this Section 9.5. Seller shall cause its affiliates and subsidiaries to comply with, assume and be bound by the provisions of this Section 9.5, and Seller (not greater than those contained herein) as shall be jointly valid and severally liable for any breach of these provisions by any of its affiliates or subsidiaries. Provided, however, this Section 9.5 shall not apply to Assets retained by Seller because they have been excluded from the transaction contemplated by this Agreement pursuant to and in compliance with the terms of this Agreementenforceable under such applicable Law.

Non-Compete. Seller, (a) The Corporation and all its parent company, sister companies, affiliates, and any direct or indirect majority owned and controlled subsidiaries or affiliates, and subsidiaries agree to forego, directly or indirectly, the Executive acknowledge that: (i) top leasing any the Corporation has a special interest in and derives significant benefit from the unique skills and experience of the acreage currently covered by any of Executive; (ii) the Leases during the Restricted Period Executive will use and have access to proprietary and valuable Confidential Information (as defined below), (iiin Section 3.2 hereof) purchasing, farming-in or otherwise acquiring, directly or indirectly, during the Restricted Period (as defined below) of any oil and gas leases, oil, gas and mineral leases, working interests, production payments, net profits interests, fee mineral interests, royalty interests, overriding royalty interests, non-working and carried interests, reversionary interests, possibilities of reverter, conversion rights and options, operating rights and other interests in land, including, without limitation, any rights and interests in any unit or pooled area, and purchasing of any oil, gas and condensate xxxxx within a radius of one (1) mile from each course of the Xxxxx existing as of the Closing Date or within a radius of one (1) mile from the boundaries of each of the Leases (the area described in subparts (i) and (ii) above are collectively referred to as the “Restricted Area”)Executive’s employment; and (iii) all activities related the agreements and covenants contained herein are essential to explorationprotect the business and goodwill of the Corporation or any of its subsidiaries, drillingaffiliates or licensees. Accordingly, developmentexcept as hereinafter noted, production, marketing and/or selling of hydrocarbons produced from the Restricted Area Executive covenants and agrees that during the Term and for a the period of one (1) year after following the Closing Date termination of Executive’s employment for any reason, the Executive shall not provide any labor, work, services or assistance (such period commencing whether as an officer, director, employee, partner, agent, owner, independent contractor, consultant, stockholder or otherwise) to a “Competing Business.” For purposes hereof, “Competing Business” shall mean any business engaged in the designing, marketing or distribution of premium lifestyle products, including but not limited to apparel, home, accessories and fragrance products, which competes in any material respects with the Corporation or any of its subsidiaries, affiliates or licensees, and shall include, without limitation, those brands and companies that the Corporation and the Executive have jointly designated in writing on the Closing Date date hereof, which is incorporated herein by reference and expiring which is attached as Schedule A, as being in competition with the Corporation or any of its subsidiaries, affiliates or licensees as of the date hereof. Thus, Executive specifically acknowledges that Executive understands that she may not become employed by any Competing Business in any capacity during the Term, provided that the Executive may own, solely as an investment, securities of any entity which are traded on a national securities exchange if the Executive is not a controlling person of, or a member of a group that controls such entity and does not, directly or indirectly, own 2% or more of any class of securities of such entity. (b) The non-compete provisions of this Section shall no longer be applicable to Executive if she has been notified pursuant to Section 2.1(a) hereof that her services will no longer be required or if the Executive has terminated her employment for Good Reason pursuant to Section 2.1(e). (c) It is acknowledged by the Executive that the Corporation has determined to relieve the Executive from any obligation of non-competition upon the expiration of one (1) year thereafter is referred following the termination of Executive’s employment for any reason, and/or if the Corporation terminates the Executive’s employment under Section 2.1(a) or if the Executive has terminated her employment for Good Reason pursuant to as Section 2.1(e). In consideration of that, and in consideration of all of the “Restricted Period”) without the express written consent of Buyer. Acceptance by Buyer to particular exceptions to this clause will not constitute waiver of this clause. Seller acknowledges that the restrctions and covenants set forth herein constitute valuable consideration for Buyer’s agreement to enter into compensation provisions in this Agreement (including the potential for the award of stock options, restricted shares and/or RPSUs and consummate severance payments that may be provided to the transactions contemplated hereinExecutive), and Buyer would not have entered into this Agreement but for Seller’s agreement Executive agrees to the provisions of this Section 9.5. It is 3.1(a) and also agreed agrees that in addition to any other rights or remedies that Buyer have have at law or in equity, Buyer shall have the continuing right to specific enforcement non-competition obligations imposed herein are fair and injunctive relief, to enforce reasonable under all the provisions of this Section 9.5. Seller shall cause its affiliates and subsidiaries to comply with, assume and be bound by the provisions of this Section 9.5, and Seller shall be jointly and severally liable for any breach of these provisions by any of its affiliates or subsidiaries. Provided, however, this Section 9.5 shall not apply to Assets retained by Seller because they have been excluded from the transaction contemplated by this Agreement pursuant to and in compliance with the terms of this Agreementcircumstances.

Non-Compete. SellerUntil the third anniversary of the Closing Date, except as otherwise permitted in this Section 5.16, neither the Seller nor any of its controlled Affiliates shall, and the Seller shall use all reasonable efforts to cause its parent companyother Affiliates not to, sister companies, affiliates, and commence any new activities in the United States involving the direct or indirect majority owned provision, for its own account or solely or jointly for the benefit of others, of securities clearing and controlled subsidiaries or affiliatesexecution outsourcing services on a “correspondent clearing” basis, and subsidiaries agree to foregoas such term is understood in the securities brokerage industry (a “Competing Business”). Notwithstanding the foregoing, neither the Seller nor any of its Affiliates shall be precluded from directly or indirectly, indirectly (a) (i) top leasing any acquiring some or all of the acreage currently covered by interests in, being acquired by, merging with, or entering into any of the Leases during the Restricted Period (as defined below)other business combination with, (ii) purchasing, farming-in or otherwise acquiring, directly or indirectly, during the Restricted Period (as defined below) of any oil and gas leases, oil, gas and mineral leases, working interests, production payments, net profits interests, fee mineral interests, royalty interests, overriding royalty interests, non-working and carried interests, reversionary interests, possibilities of reverter, conversion rights and options, operating rights and other interests in land, including, without limitation, any rights and interests in any unit or pooled area, and purchasing of any oil, gas and condensate xxxxx within an entity that includes a radius of one (1) mile from each of the Xxxxx existing as of the Closing Date or within a radius of one (1) mile from the boundaries of each of the Leases (the area described in subparts (i) Competing Business and (ii) above are collectively referred following any of the foregoing, continuing to operate such Competing Business, (b) providing clearing and execution services to the Seller or any of its Affiliates except as otherwise provided in the “Restricted Area”); and Clearing Agreement, or (iiic) all activities related engaging in any business or activity in which the Seller or any of its Affiliates is engaged as of the date hereof (after giving effect to exploration, drilling, development, production, marketing and/or selling the consummation of hydrocarbons produced from the Restricted Area for a period of one (1) year after the Closing Date (such period commencing on the Closing Date and expiring one (1) year thereafter is referred to as the “Restricted Period”) without the express written consent of Buyer. Acceptance by Buyer to particular exceptions to this clause will not constitute waiver of this clause. Seller acknowledges that the restrctions and covenants set forth herein constitute valuable consideration for Buyer’s agreement to enter into this Agreement and consummate the transactions contemplated herein, and Buyer would not have entered into by this Agreement but for Seller’s agreement Agreement). Due to the provisions irreparable injury and damage to the Purchaser that could result from a violation of this Section 9.5. It is also agreed that 5.16, the Purchaser shall be entitled to injunctive relief against the violation by the Seller or any of its Affiliates of this Section 5.16 in addition to any other rights or remedies remedy otherwise available to the Purchaser. If any court of competent jurisdiction shall hold that Buyer have have at law or the restrictions contained in equitythis Section 5.16 are unreasonable, Buyer such restrictions shall have be deemed to be reduced, but only to the continuing right to specific enforcement and injunctive reliefextent necessary, in the opinion of such court, to enforce the provisions of this Section 9.5. Seller shall cause its affiliates and subsidiaries to comply with, assume and be bound by the provisions of this Section 9.5, and Seller shall be jointly and severally liable for any breach of these provisions by any of its affiliates or subsidiaries. Provided, however, this Section 9.5 shall not apply to Assets retained by Seller because they have been excluded from the transaction contemplated by this Agreement pursuant to and in compliance with the terms of this Agreementmake them reasonable.

Non-Compete. SellerUntil the third anniversary of the Closing Date, except as otherwise permitted in this Section 5.16, neither the Seller nor any of its controlled Affiliates shall, and the Seller shall use all reasonable efforts to cause its parent companyother Affiliates not to, sister companies, affiliates, and commence any new activities in the United States involving the direct or indirect majority owned provision, for its own account or solely or jointly for the benefit of others, of securities clearing and controlled subsidiaries or affiliatesexecution outsourcing services on a "correspondent clearing" basis, and subsidiaries agree to foregoas such term is understood in the securities brokerage industry (a "Competing Business"). Notwithstanding the foregoing, neither the Seller nor any of its Affiliates shall be precluded from directly or indirectly, indirectly (a) (i) top leasing any acquiring some or all of the acreage currently covered by interests in, being acquired by, merging with, or entering into any of the Leases during the Restricted Period (as defined below)other business combination with, (ii) purchasing, farming-in or otherwise acquiring, directly or indirectly, during the Restricted Period (as defined below) of any oil and gas leases, oil, gas and mineral leases, working interests, production payments, net profits interests, fee mineral interests, royalty interests, overriding royalty interests, non-working and carried interests, reversionary interests, possibilities of reverter, conversion rights and options, operating rights and other interests in land, including, without limitation, any rights and interests in any unit or pooled area, and purchasing of any oil, gas and condensate xxxxx within an entity that includes a radius of one (1) mile from each of the Xxxxx existing as of the Closing Date or within a radius of one (1) mile from the boundaries of each of the Leases (the area described in subparts (i) Competing Business and (ii) above are collectively referred following any of the foregoing, continuing to operate such Competing Business, (b) providing clearing and execution services to the Seller or any of its Affiliates except as otherwise provided in the “Restricted Area”); and Clearing Agreement, or (iiic) all activities related engaging in any business or activity in which the Seller or any of its Affiliates is engaged as of the date hereof (after giving effect to exploration, drilling, development, production, marketing and/or selling the consummation of hydrocarbons produced from the Restricted Area for a period of one (1) year after the Closing Date (such period commencing on the Closing Date and expiring one (1) year thereafter is referred to as the “Restricted Period”) without the express written consent of Buyer. Acceptance by Buyer to particular exceptions to this clause will not constitute waiver of this clause. Seller acknowledges that the restrctions and covenants set forth herein constitute valuable consideration for Buyer’s agreement to enter into this Agreement and consummate the transactions contemplated herein, and Buyer would not have entered into by this Agreement but for Seller’s agreement Agreement). Due to the provisions irreparable injury and damage to the Purchaser that could result from a violation of this Section 9.5. It is also agreed that 5.16, the Purchaser shall be entitled to injunctive relief against the violation by the Seller or any of its Affiliates of this Section 5.16 in addition to any other rights or remedies remedy otherwise available to the Purchaser. If any court of competent jurisdiction shall hold that Buyer have have at law or the restrictions contained in equitythis Section 5.16 are unreasonable, Buyer such restrictions shall have be deemed to be reduced, but only to the continuing right to specific enforcement and injunctive reliefextent necessary, in the opinion of such court, to enforce the provisions of this Section 9.5. Seller shall cause its affiliates and subsidiaries to comply with, assume and be bound by the provisions of this Section 9.5, and Seller shall be jointly and severally liable for any breach of these provisions by any of its affiliates or subsidiaries. Provided, however, this Section 9.5 shall not apply to Assets retained by Seller because they have been excluded from the transaction contemplated by this Agreement pursuant to and in compliance with the terms of this Agreementmake them reasonable.

Non-Compete. SellerBancorp acknowledges and agrees that the Business is conducted throughout the U.S. (the “Territory”) and that the Company’s reputation and goodwill are an integral part of its business success throughout the Territory. If Bancorp deprives Parent of the Company’s goodwill or in any manner utilize its reputation and goodwill in competition with Parent, and all its parent companyParent will be deprived of the benefits it has paid for pursuant to this Agreement. Accordingly, sister companiesas an inducement for Parent to enter into this Agreement, affiliatesBancorp agrees that for a period ending on the second anniversary of the Closing Date (the “Non-Competition Period”), and any direct or indirect majority owned and controlled subsidiaries or affiliatesBancorp shall not, and subsidiaries agree to foregowithout Parent’s prior written consent, directly or indirectly, (iown a controlling interest in, or manage or operate, any company, organization or business in the Territory, that is engaged in the broker/dealer business; provided, however, the foregoing shall not prohibit Bancorp from acquiring any thrift or bank that owns and operates a broker/dealer incidental to and immaterial in amount relative to Bancorp’s core banking operations; provided, further, that any such acquired broker/dealer business shall be subject to the non-solicitation obligations set forth and described in Section 6.3(b) top leasing any of below; provided, further, however, that in the acreage currently covered event Bancorp is acquired by any of third party, such third party shall not be subject to the Leases during restrictions set forth in this Section 6.3(a) but shall be subject to the Restricted Period (as defined below), (ii) purchasing, farming-in or otherwise acquiring, directly or indirectly, during the Restricted Period (as defined below) of any oil and gas leases, oil, gas and mineral leases, working interests, production payments, net profits interests, fee mineral interests, royalty interests, overriding royalty interests, non-working and carried interests, reversionary interests, possibilities solicitation provisions set forth in Section 6.3(b) below. In the event the agreement in this Section 6.3 shall be determined by a court of reverter, conversion rights and options, operating rights and other interests in land, including, without limitation, any rights and interests in any unit or pooled area, and purchasing competent jurisdiction to be unenforceable by reason of any oil, gas and condensate xxxxx within a radius of one (1) mile from each of the Xxxxx existing as of the Closing Date or within a radius of one (1) mile from the boundaries of each of the Leases (the area described in subparts (i) and (ii) above are collectively referred to as the “Restricted Area”); and (iii) all activities related to exploration, drilling, development, production, marketing and/or selling of hydrocarbons produced from the Restricted Area its extending for too great a period of one (1) year after time or over too great a geographical area or by reason of its being too extensive in any other respect, it shall be interpreted to extend only over the Closing Date (such maximum period commencing on of time for which it may be enforceable and/or over the Closing Date and expiring one (1) year thereafter is referred maximum geographical area as to as the “Restricted Period”) without the express written consent of Buyer. Acceptance by Buyer to particular exceptions to this clause will not constitute waiver of this clause. Seller acknowledges that the restrctions and covenants set forth herein constitute valuable consideration for Buyer’s agreement to enter into this Agreement and consummate the transactions contemplated herein, and Buyer would not have entered into this Agreement but for Seller’s agreement which it may be enforceable and/or to the provisions of this Section 9.5. It is also agreed that maximum extent in addition all other respects as to any other rights or remedies that Buyer have have at law or which it may be enforceable, all as determined by such court in equity, Buyer shall have the continuing right to specific enforcement and injunctive relief, to enforce the provisions of this Section 9.5. Seller shall cause its affiliates and subsidiaries to comply with, assume and be bound by the provisions of this Section 9.5, and Seller shall be jointly and severally liable for any breach of these provisions by any of its affiliates or subsidiaries. Provided, however, this Section 9.5 shall not apply to Assets retained by Seller because they have been excluded from the transaction contemplated by this Agreement pursuant to and in compliance with the terms of this Agreementsuch action.

Non-Compete. SellerFor a period beginning on the date hereof and ending on the date that is two (2) years from the Effective Time, Seller agrees that it will not, and all Seller shall cause each of its parent companyrespective Subsidiaries, sister companieswhether now or hereafter existing, affiliatesnot to, on its own behalf or as a partner, stockholder, member, principal, agent or consultant of, or in any other capacity for, any other Person (other than prior to the Closing Date by continuing to own and operate the Companies): (a) engage or invest in, own, manage, operate, control or participate in the ownership, management, operation, or control of, lend its credit to, or render services to, any direct Person that is engaged in or indirect majority owned and controlled subsidiaries assets that involve the natural gas or affiliatesnatural gas liquids gathering, and subsidiaries agree to foregotransportation, directly processing, or indirectlytreating within the dedication areas covered by the ARC Agreements (the “Non-Compete Business”); provided, however, that (i) top leasing any the Non-Compete Business shall not be construed to include Seller’s business activities (other than natural gas or natural gas liquids midstream activities) relating to the leasing, exploration, production and development of oil and gas properties and other upstream activities or the acreage currently covered by any marketing or sale of the Leases during the Restricted Period (as defined below)Hydrocarbons therefrom, (ii) purchasing, farmingSeller may render services to any Person engaged in the Non-in or otherwise acquiring, Compete Business as long as such services rendered by Seller do not directly or indirectly, during relate to the Restricted Period (as defined below) of any oil and gas leases, oil, gas and mineral leases, working interests, production payments, net profits interests, fee mineral interests, royalty interests, overriding royalty interests, nonNon-working and carried interests, reversionary interests, possibilities of reverter, conversion rights and options, operating rights and other interests in land, including, without limitation, any rights and interests in any unit or pooled area, and purchasing of any oil, gas and condensate xxxxx within a radius of one (1) mile from each of the Xxxxx existing as of the Closing Date or within a radius of one (1) mile from the boundaries of each of the Leases (the area described in subparts (i) and (ii) above are collectively referred to as the “Restricted Area”); Compete Business and (iii) all activities related to explorationthe extent Seller and its Subsidiaries have complied with their respective obligations under the ARC Agreements (to the extent applicable), drilling, development, production, marketing Seller and its Subsidiaries may engage in the ownership and/or selling operation of hydrocarbons produced natural gas or natural gas liquids gathering or transportation systems for the purpose of transporting Hydrocarbons from the Restricted Area for a period of one xxxxx operated by Seller or its Affiliates. (1b) year after the Closing Date (such period commencing on the Closing Date and expiring one (1) year thereafter is referred to as the “Restricted Period”) without the express written consent of Buyer. Acceptance by Buyer to particular exceptions to this clause will not constitute waiver of this clause. Seller acknowledges that the restrctions restrictions imposed by this Section 6.12 are fair and covenants set forth herein constitute valuable reasonable in light of the consideration paid by Buyer for Buyer’s agreement to enter into this Agreement the Purchased Interests and consummate further acknowledges and agrees that, in the transactions contemplated herein, and Buyer would not have entered into this Agreement but for Seller’s agreement to the provisions event of any breach or threatened breach by Seller of this Section 9.5. It is also agreed that in addition to any other rights or remedies that Buyer have have at law or in equity6.12, Buyer shall have the continuing right be entitled to specific enforcement and temporary and/or permanent injunctive relief, without the necessity of posting a bond or proving damages, to enforce the provisions said provisions. Buyer, in its sole discretion, may also seek to obtain temporary and/or permanent injunctive relief or to recover monetary damages as a result of a breach of this Section 9.5. Seller shall cause its affiliates and subsidiaries to comply with, assume and be bound by the provisions of this Section 9.5, and Seller shall be jointly and severally liable for any breach of these provisions by any of its affiliates or subsidiaries. Provided, however, this Section 9.5 shall not apply to Assets retained by Seller because they have been excluded from the transaction contemplated by this Agreement pursuant to and in compliance with the terms of this Agreement6.12.

Non-Compete. Seller(a) Subject to the exclusions, exceptions and all its parent companylimitations expressly set forth in this Agreement, sister companies, affiliates, during the term of this Agreement (and any direct extensions or indirect majority owned and controlled subsidiaries or affiliatesrenewals thereof), and subsidiaries agree Publisher agrees that, other than as provided in this Agreement, neither Publisher nor any of its Affiliates, other than any entity as to forego, which neither Publisher nor Publisher’s ultimate parent directly or indirectlyindirectly possess the sole legal or contractual right to cause such entity to enter into contractual arrangements, shall directly or indirectly engage in, own, manage, operate, share any revenues of, have any profit or other equity interest in any business or entity (other than pursuant to this Agreement or by ownership of less than 40 percent of the outstanding vote or value of a corporation whose securities are publicly traded) that engages in the business of producing, publishing, marketing, selling or distributing (or selling advertising for inclusion in) any tangible media Directory Products that (i) top leasing consist principally of listings and classified advertisements for subscribers in the Service Areas, taken as a whole, and (ii) are directed primarily at end users in the Service Areas, taken as a whole; provided that Publisher may produce, publish or distribute (and sell advertising for inclusion in) specialty guides or directories (e.g., niche, ethnic and new movers guides), so long as (in any such case) such products do not materially compete with and are not significant substitutes for any White Pages or Yellow Pages; provided further that if this Agreement is terminated with respect to any Service Area, the obligations and restrictions of this Section 3.14 shall then no longer apply with respect to such Service Area. Notwithstanding the foregoing, if Publisher acquires an entity or business that is engaged in operations that cause Publisher to otherwise be in violation of this Section 3.14, Publisher shall not be deemed to be in violation of this Section 3.14 if Publisher is in good faith attempting to rebrand as Verizon-branded or divest or otherwise terminate the production, publication and distribution of the competing directories and rebrands as Verizon-branded or divests or otherwise terminates the production, publication and distribution of such competing directories within 12 months acquiring such entity or business. Any material breach of this Section 3.14 shall constitute a Material Default by Publisher. (b) In the event of a termination of this Agreement pursuant to Section 6.2 (in its entirety or with respect to any Service Area, as the case may be), Publisher and its Affiliates shall be prohibited from including on the cover or spine of any print directory primarily distributed in the affected Service Areas or the cover, home page or similar feature of any non-print directory primarily directed at persons or businesses within the affected Service Areas any name or brand (other than the name or brand of the ILEC in the applicable Service Area) that is identified with the provision of Telecommunication Services or Video Services. The restriction under this Section 3.14(b) shall continue until the earlier of (y) the fifth anniversary of the date of such termination of this Agreement and (z) the 30th anniversary of the Effective Date. (c) None of Publisher or any of its Affiliates shall be deemed to have violated this Section 3.14 with respect to marketing and sales by non-employee sales agents if Publisher or its Affiliate, as the acreage currently covered case may be, uses its respective commercially reasonable efforts, including establishing reasonable procedures, to restrict the activities of their respective agents and other distribution parties that are marketing Publisher directory products and services on an exclusive basis (e.g., the agents do not represent any other provider of directory products and services) from engaging in any activities prohibited by this Section 3.14. (d) Nothing contained in this Section 3.14 shall restrict any Affiliate of Publisher to the Leases during the Restricted Period extent that such Affiliate (as defined below)i) is not operated jointly with, under common management with or does not share facilities, sales personnel or other key employees with Publisher, (ii) purchasingis not consolidated financially with Publisher, farming-in or otherwise acquiring, directly or indirectly, during the Restricted Period (as defined below) of any oil and gas leases, oil, gas and mineral leases, working interests, production payments, net profits interests, fee mineral interests, royalty interests, overriding royalty interests, non-working and carried interests, reversionary interests, possibilities of reverter, conversion rights and options, operating rights and other interests in land, including, without limitation, any rights and interests in any unit or pooled area, and purchasing of any oil, gas and condensate xxxxx within a radius of one (1) mile from each of the Xxxxx existing as of the Closing Date or within a radius of one (1) mile from the boundaries of each of the Leases (the area described in subparts (i) and (ii) above are collectively referred to as the “Restricted Area”); and (iii) all does not have a product bundling or similar joint venture or strategic alliances agreement, arrangement or product offering with Publisher with respect to any activities related prohibited by this Section 3.14 and (iv) does not have a revenue-sharing or similar agreement arrangement with Publisher with respect to explorationany activities prohibited by this Section 3.14. (e) Without limiting any restriction with respect to Publisher’s use of trademarks and trade names as set forth in the Intellectual Property Agreement and Branding Agreement, drilling, development, production, marketing and/or selling Verizon acknowledges and agrees that none of hydrocarbons produced from the Restricted Area for a period Publisher or any of one (1) year after the Closing Date (such period commencing on the Closing Date and expiring one (1) year thereafter is referred its Affiliates shall be under any restrictions hereunder with respect to as the “Restricted Period”) without the express written consent of Buyer. Acceptance by Buyer to particular exceptions to this clause will not constitute waiver of this clause. Seller acknowledges any telephone directory product or service that the restrctions user accesses through an interactive voice portal. (f) For the sake of clarity, Verizon acknowledges and covenants set forth herein constitute valuable consideration for Buyer’s agreement to enter into this Agreement and consummate agrees that none of Publisher or any of its Affiliates is prohibited from engaging in the transactions contemplated hereinbusiness of providing Directory Products outside the Service Areas. (g) In the event Publisher is acquired by any Person (other than an Affiliate of Publisher) that is, and Buyer would not have entered into this Agreement but for Seller’s agreement prior to the provisions time of such acquisition, engaged in the business of publishing tangible media Directory Products in any Service Area(s), the continued operation by such Person of such business shall not be deemed a violation of this Section 9.5. It 3.14, provided that, in the event Publisher is also agreed that in addition acquired for securities of such Person, the stockholders of such Person immediately prior to any other rights or remedies that Buyer have have at law or in equity, Buyer shall have the continuing right to specific enforcement consummation of such acquisition hold greater than 50% of both the voting power and injunctive relief, to enforce the provisions value of this Section 9.5. Seller shall cause its affiliates and subsidiaries to comply with, assume and be bound by the provisions outstanding stock of this Section 9.5, and Seller shall be jointly and severally liable for any breach such Person immediately after the consummation of these provisions by any of its affiliates or subsidiaries. Provided, however, this Section 9.5 shall not apply to Assets retained by Seller because they have been excluded from the transaction contemplated by this Agreement pursuant to and in compliance with the terms of this Agreementsuch acquisition.

Non-Compete. Seller(a) As a significant inducement to Purchaser to enter into and to perform its obligations under this Agreement, and all its parent companySeller agrees that, sister companiesfor a period of five years after the date hereof (the "Non-Competition Period"), affiliates, and any direct or indirect majority owned and controlled subsidiaries or affiliates, and subsidiaries agree to forego, it shall not at the Airport (the "Geographical Area") directly or indirectly, either for itself or himself or any other person own, manage, control, participate in, permit its name to be used by, consult with, render services for or otherwise assist in any manner any entity that owns, invests in, manages, controls or engages in the Business (i) top leasing any the "Restricted Business"), except that the foregoing shall not prohibit Seller from being a passive owner of not more than 2% of the acreage currently covered by any of the Leases during the Restricted Period (as defined below), (ii) purchasing, farming-in or otherwise acquiring, directly or indirectly, during the Restricted Period (as defined below) outstanding stock of any oil and gas leasesclass of a corporation which is publicly traded, oilso long as it or they has no active participation in the business of such corporation. (b) If, gas and mineral leases, working interests, production payments, net profits interests, fee mineral interests, royalty interests, overriding royalty interests, non-working and carried interests, reversionary interests, possibilities at the time of reverter, conversion rights and options, operating rights and other interests in land, including, without limitation, any rights and interests in any unit or pooled area, and purchasing of any oil, gas and condensate xxxxx within a radius of one (1) mile from each of the Xxxxx existing as of the Closing Date or within a radius of one (1) mile from the boundaries of each of the Leases (the area described in subparts (i) and (ii) above are collectively referred to as the “Restricted Area”); and (iii) all activities related to exploration, drilling, development, production, marketing and/or selling of hydrocarbons produced from the Restricted Area for a period of one (1) year after the Closing Date (such period commencing on the Closing Date and expiring one (1) year thereafter is referred to as the “Restricted Period”) without the express written consent of Buyer. Acceptance by Buyer to particular exceptions to this clause will not constitute waiver enforcement of this clause. Section 9.10, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area. (c) Seller acknowledges that the restrctions Business and covenants set forth herein constitute valuable consideration for Buyer’s agreement to enter into this Agreement the Purchased Assets are unique and consummate recognize and affirm that in the transactions contemplated herein, and Buyer would not have entered into this Agreement but for Seller’s agreement to the provisions event of a breach of this Section 9.59.10 by Seller, money damages would be inadequate and Purchaser would have no adequate remedy at law. It is also agreed Accordingly, Seller agrees that Purchaser shall have the right, in addition to any other rights or and remedies that Buyer have have at law or existing in equity, Buyer shall have the continuing right to specific enforcement and injunctive reliefits favor, to enforce its rights and the provisions obligations of Seller under this Section 9.5. Seller shall cause its affiliates and subsidiaries to comply with9.10 not only by an action or actions for damages but also by an action or actions for specific performance, assume and be bound by the provisions of this Section 9.5injunction and/or other equitable relief, and Seller shall be jointly and severally liable for without posting any breach of these provisions by any of its affiliates bond or subsidiaries. Provided, however, this Section 9.5 shall not apply to Assets retained by Seller because they have been excluded from the transaction contemplated by this Agreement pursuant to and in compliance with the terms of this Agreementsecurity.

Non-Compete. Seller(a) Except as permitted pursuant to Section 5.25(b) with respect to any Excluded Sellers, for a period of three (3) years from and all its parent companyafter the Closing Date, sister companiesnone of the Sellers shall, affiliates, and or shall permit or cause any direct or indirect majority owned and controlled subsidiaries or affiliates, and subsidiaries agree to forego, directly or indirectlyof their Wholly-Owned Subsidiaries to, (i) top leasing sell a product or service competitive with any product or service contemplated in the definition of the acreage currently covered Business in any geographic area in which the Business is conducted on the date hereof (unless purchased from the Purchaser or a Designated Purchaser), or (ii) acquire or hold voting securities of any Person that is engaged in a business competitive with the Business as conducted on the date hereof. (b) Notwithstanding the provisions of subsection 5.33(a), nothing in this Section 5.33 shall prohibit or restrict (i) performance by any the Sellers or a Seller Wholly-Owned Subsidiary under the Rejected Customer Contracts, through the subcontract arrangement contemplated by Section 5.14(b) or 5.14(c), as applicable, if such arrangement is entered into pursuant to the provisions therein or otherwise if such arrangement is not entered into or, with respect to NNSA, performance by NNSA of the Leases during Contract listed on Schedule 5.33 to the Restricted Period (as defined below)extent such Contract shall not transfer to the Purchaser or any Designated Purchaser, (ii) purchasingthe acquisition or holding of a passive investment in up to 5% of the outstanding stock of a corporation that does not give such Seller or Wholly-Owned Subsidiary of such Seller the right to appoint directors or management of such Person or to otherwise exercise control over the management of such Person, farming-(iii) the passive holding of the securities any of the Sellers owns as of the date hereof and the holding of the equity interests in or otherwise acquiring, directly or indirectly, during the Restricted Period (as defined belowjoint ventures listed in Section 1.1(a) of the Sellers Disclosure Schedule that the Sellers own as of the date hereof, (iv) the sale of Sellers’ Converging Products, (v) the fulfillment or servicing of any oil and gas leaseswarranty obligations of the Sellers on account of any Excluded Asset, oil, gas and mineral leases, working interests, production payments, net profits interests, fee mineral interests, royalty interests, overriding royalty interests, non-working and carried interests, reversionary interests, possibilities or (vi) the sale by the Sellers of reverter, conversion rights and options, operating rights and other interests in landany inventory which is not Owned Inventory, including, without limitation, any rights and interests in any unit accordance with the terms of the applicable Contract Manufacturing Inventory Agreement or pooled areaequivalent arrangements between the Sellers, on the one hand, and purchasing the Purchaser and/or Designated Purchasers, on the other hand. (c) In the event that any Seller or any Wholly-Owned Subsidiary of any oilSeller is acquired by, gas and condensate xxxxx within merged with or otherwise combined with (whether in a radius single transaction or a series of one related transactions or whether structured as an acquisition of assets, securities or otherwise) (1any such transaction, a “Seller Acquisition”) mile from each of the Xxxxx existing as of the Closing Date or within a radius of one any other Person (1) mile from the boundaries of each of the Leases (the area described in subparts (i) and (ii) above are collectively referred to as the an “Restricted AreaAcquiring Person”); and (iii) all activities related to exploration, drilling, development, production, marketing and/or selling of hydrocarbons produced from the Restricted Area for a period of one (1) year after the Closing Date (such period commencing on the Closing Date and expiring one (1) year thereafter is referred to as the “Restricted Period”) without the express written consent of Buyer. Acceptance by Buyer to particular exceptions to this clause will not constitute waiver of this clause. Seller acknowledges that the restrctions and covenants set forth herein constitute valuable consideration for Buyer’s agreement to enter into this Agreement and consummate the transactions contemplated herein, and Buyer would not have entered into this Agreement but for Seller’s agreement to the provisions of this Section 9.55.33 shall not restrict the ability of the Acquiring Person or its Affiliates to continue to operate the type of business or own the type of assets that they respectively operated or owned prior to the Seller Acquisition. It is also agreed If the final judgment of a court of competent jurisdiction declares that in addition to any other rights term or remedies that Buyer have have at law or in equity, Buyer shall have the continuing right to specific enforcement and injunctive relief, to enforce the provisions provision of this Section 9.5. Seller shall cause its affiliates 5.33 is invalid or unenforceable, the parties hereto agree that the court making the determination of invalidity or unenforceability will 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 subsidiaries enforceable and that comes closest to comply with, assume and be bound by expressing the provisions intention of this Section 9.5the invalid or unenforceable term or provision, and Seller shall be jointly and severally liable for any breach of these provisions by any of its affiliates or subsidiaries. Provided, however, this Section 9.5 shall not apply to Assets retained by Seller because they have been excluded from the transaction contemplated by this Agreement pursuant to and in compliance with will be enforceable as so modified after the terms expiration of this Agreementthe time within which the judgment may be appealed.”

Non-Compete. 10.3.1 For a period of two years commencing on Closing or on the date on which the respective Managing Seller’s current service agreement with the Company ends, and all its parent companywhatever is later, sister companies, affiliates, and the Managing Sellers (acting individually) shall not (nor shall they permit any direct or indirect majority owned and controlled subsidiaries of their relatives or affiliates) directly or indirectly, and subsidiaries agree to foregowithout the prior written consent of the Purchaser (i) manufacture, distribute or render any products or services which are of the same kind as, or competitive with, products or services manufactured, distributed or rendered by the Company in any part of the world where the Company was conducted (a “Competing Business”); (ii) assist third parties in any way whatsoever, directly or indirectly, in the manufacture, distribution or rendering of such products or services of a Competing Business; (iiii) top leasing hold in any of the acreage currently covered by any of the Leases during the Restricted Period (as defined below), (ii) purchasing, farming-in or otherwise acquiringway whatsoever, directly or indirectly, during an interest in a company or other entity that constitutes a Competing Business other than an interest of less than 5% in a publicly quoted company; or (iv) participate in the Restricted Period financing, operation, management or control of a Competing Business. 10.3.2 In the event that the provisions of this Clause 10.3.1 are deemed to exceed the time, geographic or scope limitations permitted by applicable law, then such provisions shall be amended to the maximum time, geographic or scope limitations, as the case may be, permitted by applicable law. 10.3.3 The Sellers 1 and 2 acknowledge that (as defined belowi) the goodwill associated with the Company and customer relationships prior to the acquisition is an integral component of any oil the value of the Company to the Purchasers and gas leasesis reflected in the Purchase Price for the acquisition to be received by the Sellers. The Sellers 1 and 2 also acknowledge that the limitations of time, oilgeographic scope and scope of activity agreed to in this Agreement are reasonable because, gas among other things, (i) the Company and mineral leasesthe Purchasers are engaged in a highly competitive industry (ii) management of the Company have unique access to, working interestsand will continue to have access to, production paymentsthe trade secrets and know-how of the Company, net profits interests, fee mineral interests, royalty interests, overriding royalty interests, non-working and carried interests, reversionary interests, possibilities of reverter, conversion rights and options, operating rights and other interests in land, including, including without limitation, any rights the plans and interests strategy (and in any unit or pooled areaparticular, and purchasing of any oil, gas and condensate xxxxx within a radius of one (1the competitive strategy) mile from each of the Xxxxx existing as of the Closing Date or within a radius of one (1) mile from the boundaries of each of the Leases (the area described in subparts (i) and (ii) above are collectively referred to as the “Restricted Area”); Company and (iii) all activities related to exploration, drilling, development, production, marketing and/or selling of hydrocarbons produced from the Restricted Area for a period of one (1) year after the Closing Date (such period commencing on the Closing Date and expiring one (1) year thereafter is referred to as the “Restricted Period”) without the express written consent of Buyer. Acceptance by Buyer to particular exceptions to this clause will not constitute waiver of this clause. Seller acknowledges that the restrctions and covenants set forth herein constitute valuable Sellers are receiving significant consideration for Buyer’s agreement to enter into this Agreement and consummate the transactions contemplated herein, and Buyer would not have entered into this Agreement but for Seller’s agreement to the provisions of this Section 9.5. It is also agreed that in addition to any other rights or remedies that Buyer have have at law or in equity, Buyer shall have the continuing right to specific enforcement and injunctive relief, to enforce the provisions of this Section 9.5. Seller shall cause its affiliates and subsidiaries to comply with, assume and be bound by the provisions of this Section 9.5, and Seller shall be jointly and severally liable for any breach of these provisions by any of its affiliates or subsidiaries. Provided, however, this Section 9.5 shall not apply to Assets retained by Seller because they have been excluded from the transaction contemplated by this Agreement pursuant to and in compliance connection with the terms of this Agreementacquisition.

Non-Compete. Seller, The Executive acknowledges the QTS Companies’ reliance and all its parent company, sister companies, affiliates, and any direct or indirect majority owned and controlled subsidiaries or affiliates, and subsidiaries agree to forego, directly or indirectly, (i) top leasing any expectation of the acreage currently covered by any Executive’s continued commitment to performance of the Leases Executive’s duties and responsibilities during the Restricted Period (as defined below), (ii) purchasing, farming-in or otherwise acquiring, directly or indirectlyterm of this Agreement. In light of such reliance and expectation on the part of the QTS Companies, during the Restricted Period (as defined below) term of any oil this Agreement and gas leases, oil, gas and mineral leases, working interests, production payments, net profits interests, fee mineral interests, royalty interests, overriding royalty interests, non-working and carried interests, reversionary interests, possibilities of reverter, conversion rights and options, operating rights and other interests in land, including, without limitation, any rights and interests in any unit or pooled area, and purchasing of any oil, gas and condensate xxxxx within a radius of one (1) mile from each of the Xxxxx existing as of the Closing Date or within a radius of one (1) mile from the boundaries of each of the Leases (the area described in subparts (i) and (ii) above are collectively referred to as the “Restricted Area”); and (iii) all activities related to exploration, drilling, development, production, marketing and/or selling of hydrocarbons produced from the Restricted Area for a period of one (1) year thereafter (and, as to subparagraph (b), at any time during and after the Closing Date (such period commencing on the Closing Date and expiring one (1) year thereafter is referred to as the “Restricted Period”) without the express written consent of Buyer. Acceptance by Buyer to particular exceptions to this clause will not constitute waiver term of this clause. Seller acknowledges that Agreement), the restrctions and covenants set forth herein constitute valuable consideration for Buyer’s agreement to enter into this Agreement and consummate Executive shall not, directly or indirectly do or suffer either of the transactions contemplated hereinfollowing: (a) Own, and Buyer would not have entered into this Agreement but for Seller’s agreement to manage, control or participate in the provisions of this Section 9.5. It is also agreed that in addition to ownership, management or control of, or be employed or engaged by or otherwise affiliated or associated as a consultant, independent contractor or otherwise with, any other rights company, corporation, partnership, proprietorship, firm, association or remedies that Buyer have have at law other business entity engaged in the business of, or otherwise engage in equitythe business of, Buyer shall have acquiring, owning, developing or managing data centers or colocation facilities and/or the continuing right to specific enforcement and injunctive relief, to enforce the provisions provision of this Section 9.5. Seller shall cause its affiliates and subsidiaries to comply with, assume and be bound by the provisions of this Section 9.5, and Seller shall be jointly and severally liable for any breach of these provisions by any of its affiliates cloud or subsidiaries. Providedmanaged services; provided, however, that the ownership of not more than five percent (5%) of any class of publicly traded securities of any entity shall not be deemed a violation of this Section 9.5 covenant; or (b) disclose, divulge, discuss, copy or otherwise use or suffer to be used in any manner, in competition with, or contrary to the interests of, the QTS Companies, any confidential information relating to the QTS Companies’ operations, properties or otherwise to the particular business or other trade secrets of the QTS Companies, it being acknowledged by the Executive that all such information regarding the business of the QTS Companies compiled or obtained by, or furnished to, the Executive while the Executive shall have been employed by the QTS Companies is confidential information and the QTS Companies’ exclusive property; provided, however, that the foregoing restrictions shall not apply to Assets retained the extent that such information (A) is clearly obtainable in the public domain, (B) becomes obtainable in the public domain, except by Seller because they have been excluded reason of the breach by the Executive of the terms hereof, (C) was not acquired by the Executive in connection with the Executive's employment or affiliation with the QTS Companies, (D) was not acquired by the Executive from the transaction contemplated QTS Companies or their representatives or (E) is required to be disclosed by this Agreement pursuant to and in compliance with the terms rule of this Agreementlaw or by order of a court or governmental body or agency.

Non-Compete. Seller, (a) The Corporation and all its parent company, sister companies, affiliates, and any direct or indirect majority owned and controlled subsidiaries or affiliates, and subsidiaries agree to forego, directly or indirectly, the Executive acknowledge that: (i) top leasing any the Corporation has a special interest in and derives significant benefit from the unique skills and experience of the acreage currently covered by any of Executive; (ii) the Leases during the Restricted Period Executive will use and have access to proprietary and valuable Confidential Information (as defined below), (iiin Section 3.2 hereof) purchasing, farming-in or otherwise acquiring, directly or indirectly, during the Restricted Period (as defined below) of any oil and gas leases, oil, gas and mineral leases, working interests, production payments, net profits interests, fee mineral interests, royalty interests, overriding royalty interests, non-working and carried interests, reversionary interests, possibilities of reverter, conversion rights and options, operating rights and other interests in land, including, without limitation, any rights and interests in any unit or pooled area, and purchasing of any oil, gas and condensate xxxxx within a radius of one (1) mile from each course of the Xxxxx existing as of the Closing Date or within a radius of one (1) mile from the boundaries of each of the Leases (the area described in subparts (i) and (ii) above are collectively referred to as the “Restricted Area”)Executive’s employment; and (iii) all activities related the agreements and covenants contained herein are essential to explorationprotect the business and goodwill of the Corporation or any of its subsidiaries, drillingaffiliates or licensees. Accordingly, developmentexcept as hereinafter noted, productionthe Executive covenants and agrees that during the Term, and for the remainder of such Term following the termination of Executive’s employment, the Executive shall not provide any labor, work, services or assistance (whether as an officer, director, employee, partner, agent, owner, independent contractor, consultant, stockholder or otherwise) to a “Competing Business.” For purposes hereof, “Competing Business” shall mean any business engaged in the designing, marketing and/or selling or distribution of hydrocarbons produced premium lifestyle products, including but not limited to apparel, home, accessories and fragrance products, which competes in any material respects with the Corporation or any of its subsidiaries, affiliates or licensees, and shall include, without limitation, those brands and companies that the Corporation and the Executive have jointly designated in writing on the date hereof, which is incorporated herein by reference and which is attached as Schedule A, as being in competition with the Corporation or any of its subsidiaries or affiliates as of the date hereof. Thus, Executive specifically acknowledges that Executive understands that, except as provided in Section 3.1(b) she may not become employed by any Competing Business in any capacity during the Term. (b) The non-compete provisions of this Section shall no longer be applicable to Executive if she has been notified pursuant to Section 2.1(a) hereof that her services will no longer be required during the Term or if the Executive has terminated her employment for Good Reason pursuant to Section 2.1(e) or if the Corporation elects in its sole discretion not to extend the Term for any reason other than for Cause. (c) It is acknowledged by the Executive that the Corporation has determined to relieve the Executive from the Restricted Area any obligation of non-competition for a period of one (1) year periods after the Closing Date (such period commencing on Term, and/or if the Closing Date Corporation terminates the Executive’s employment under Section 2.1(a) or if the Executive has terminated her employment for Good Reason pursuant to Section 2.1(e) or if the Corporation elects in its sole discretion not to extend the Term for any reason other than for Cause. In consideration of that, and expiring one (1) year thereafter is referred to as in consideration of all of the “Restricted Period”) without the express written consent of Buyer. Acceptance by Buyer to particular exceptions to this clause will not constitute waiver of this clause. Seller acknowledges that the restrctions and covenants set forth herein constitute valuable consideration for Buyer’s agreement to enter into compensation provisions in this Agreement and consummate (including the transactions contemplated hereinpotential for the award of stock options and/or RPSUs that may be made to the Executive), and Buyer would not have entered into this Agreement but for Seller’s agreement Executive agrees to the provisions of this Section 9.5. It is 3.1 and also agreed agrees that in addition to any other rights or remedies that Buyer have have at law or in equity, Buyer shall have the continuing right to specific enforcement non-competition obligations imposed herein are fair and injunctive relief, to enforce reasonable under all the provisions of this Section 9.5. Seller shall cause its affiliates and subsidiaries to comply with, assume and be bound by the provisions of this Section 9.5, and Seller shall be jointly and severally liable for any breach of these provisions by any of its affiliates or subsidiaries. Provided, however, this Section 9.5 shall not apply to Assets retained by Seller because they have been excluded from the transaction contemplated by this Agreement pursuant to and in compliance with the terms of this Agreementcircumstances.

Non-Compete. Seller, and all its parent company, sister companies, affiliates, and any direct or indirect majority owned and controlled subsidiaries or affiliates, and subsidiaries agree to forego, directly or indirectly, (i) top leasing any of the acreage currently covered by any of the Leases during the Restricted Period (as defined below), (ii) purchasing, farming-in or otherwise acquiring, directly or indirectly, during the Restricted Period (as defined below) of any oil and gas leases, oil, gas and mineral leases, working interests, production payments, net profits interests, fee mineral interests, royalty interests, overriding royalty interests, non-working and carried interests, reversionary interests, possibilities of reverter, conversion rights and options, operating rights and other interests in land, including, without limitation, any rights and interests in any unit or pooled area, and purchasing of any oil, gas and condensate xxxxx within a radius of one (1) mile from each of the Xxxxx existing as of the Closing Date or within a radius of one (1) mile from the boundaries of each of the Leases (the area described in subparts (i) and (ii) above are collectively referred to as the “Restricted Area”); and (iii) all activities related to exploration, drilling, development, production, marketing and/or selling of hydrocarbons produced from the Restricted Area As an inducement for a period of one (1) year after the Closing Date (such period commencing on the Closing Date and expiring one (1) year thereafter is referred to as the “Restricted Period”) without the express written consent of Buyer. Acceptance by Buyer to particular exceptions to this clause will not constitute waiver of this clause. Seller acknowledges that the restrctions and covenants set forth herein constitute valuable consideration for Buyer’s agreement to enter into this Agreement and to consummate the transactions contemplated hereinby this Agreement, each Seller hereby covenants and Buyer would agrees that during the Restricted Period, such Seller shall not (and shall cause his or its Affiliates not to), directly or indirectly, (i) engage in or perform any Restricted Services in the Restricted Territories; (ii) own, have entered into this Agreement but a financial interest in, manage or control any Restricted Business in the Restricted Territories; or (iii) render services (whether as an officer, director, employee, partner, manager, member, agent, consultant, independent contractor, representative or otherwise) to a Restricted Business or any Person or business, directly or indirectly, engaged in any Restricted Business in the Restricted Territories, if (A) any of the services rendered are Restricted Services, (B) the services rendered are the same as or similar to any services such Seller performed for Seller’s agreement the Company within twelve (12) months prior to the provisions Closing, or (C) such Seller would be reasonably likely to use or disclose the confidential information of this Section 9.5. It is also agreed that the Company in addition providing services to a Restricted Business or to any other rights Persons or remedies that Buyer have have at law business engaged in any Restricted Business. Nothing herein shall prohibit any Seller (or in equity, Buyer shall have the continuing right to specific enforcement and injunctive relief, to enforce the provisions of this Section 9.5. Seller shall cause its affiliates and subsidiaries to comply with, assume and be bound by the provisions of this Section 9.5, and Seller shall be jointly and severally liable for any breach of these provisions by any of his or its affiliates or subsidiariesAffiliates) from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as such Seller has no active participation in the business of such corporation. Provided, however, this Section 9.5 shall not apply to Assets retained by Each Seller because they acknowledges that the Company’s businesses have been excluded from conducted or are presently proposed to be conducted throughout the transaction contemplated Restricted Territories and that the geographic restrictions set forth above are reasonable and necessary to protect the goodwill of the Company’s businesses being sold by this Agreement Sellers pursuant to and in compliance with the terms of this Agreement.

Non-Compete. Seller(a) Subject to the exclusions, exceptions and all its parent companylimitations expressly set forth in this Agreement, sister companies, affiliates, during the term of this Agreement (and any direct extensions or indirect majority owned and controlled subsidiaries or affiliatesrenewals thereof), and subsidiaries agree Publisher agrees that, other than as provided in this Agreement, neither Publisher nor any of its Affiliates, other than any entity as to forego, which neither Publisher nor Publisher's ultimate parent directly or indirectlyindirectly possess the sole legal or contractual right to cause such entity to enter into contractual arrangements, shall directly or indirectly engage in, own, manage, operate, share any revenues of, have any profit or other equity interest in any business or entity (other than pursuant to this Agreement or by ownership of less than 40 percent of the outstanding vote or value of a corporation whose securities are publicly traded) that engages in the business of producing, publishing, marketing, selling or distributing (or selling advertising for inclusion in) any tangible media Directory Products that (i) top leasing consist principally of listings and classified advertisements for subscribers in the Service Areas, taken as a whole, and (ii) are directed primarily at end users in the Service Areas, taken as a whole; provided that Publisher may produce, publish or distribute (and sell advertising for inclusion in) specialty guides or directories (e.g., niche, ethnic and new movers guides), so long as (in any such case) such products do not materially compete with and are not significant substitutes for any White Pages or Yellow Pages; provided further that if this Agreement is terminated with respect to any Service Area, the obligations and restrictions of this Section 3.13 shall then no longer apply with respect to such Service Area. Notwithstanding the foregoing, if Publisher acquires an entity or business that is engaged in operations that cause Publisher to otherwise be in violation of this Section 3.13, Publisher shall not be deemed to be in violation of this Section 3.13 if Publisher is in good faith attempting to rebrand as Spinco-branded or divest or otherwise terminate the production, publication and distribution of the competing directories and rebrands as Spinco-branded or divests or otherwise terminates the production, publication and distribution of such competing directories within 12 months acquiring such entity or business. Any material breach of this Section 3.13 shall constitute a Material Default by Publisher. (b) In the event of a termination of this Agreement pursuant to Section 6.2 (in its entirety or with respect to any Service Area, as the case may be), Publisher and its Affiliates shall be prohibited from including on the cover or spine of any print directory primarily distributed in the affected Service Areas or the cover, home page or similar feature of any non-print directory primarily directed at persons or businesses within the affected Service Areas any name or brand (other than the name or brand of the ILEC in the applicable Service Area) that is identified with the provision of Telecommunication Services or Video Services. The restriction under this Section 3.13(b) shall continue until the earlier of (y) the fifth anniversary of the date of such termination of this Agreement and (z) November 17, 2036. (c) None of Publisher or any of its Affiliates shall be deemed to have violated this Section 3.13 with respect to marketing and sales by non-employee sales agents if Publisher or its Affiliate, as the acreage currently covered case may be, uses its respective commercially reasonable efforts, including establishing reasonable procedures, to restrict the activities of their respective agents and other distribution parties that are marketing Publisher directory products and services on an exclusive basis (e.g., the agents do not represent any other provider of directory products and services) from engaging in any activities prohibited by this Section 3.13. (d) Nothing contained in this Section 3.13 shall restrict any Affiliate of Publisher to the Leases during the Restricted Period extent that such Affiliate (as defined below)i) is not operated jointly with, under common management with or does not share facilities, sales personnel or other key employees with Publisher, (ii) purchasingis not consolidated financially with Publisher, farming-in or otherwise acquiring, directly or indirectly, during the Restricted Period (as defined below) of any oil and gas leases, oil, gas and mineral leases, working interests, production payments, net profits interests, fee mineral interests, royalty interests, overriding royalty interests, non-working and carried interests, reversionary interests, possibilities of reverter, conversion rights and options, operating rights and other interests in land, including, without limitation, any rights and interests in any unit or pooled area, and purchasing of any oil, gas and condensate xxxxx within a radius of one (1) mile from each of the Xxxxx existing as of the Closing Date or within a radius of one (1) mile from the boundaries of each of the Leases (the area described in subparts (i) and (ii) above are collectively referred to as the “Restricted Area”); and (iii) all does not have a product bundling or similar joint venture or strategic alliances agreement, arrangement or product offering with Publisher with respect to any activities related prohibited by this Section 3.13 and (iv) does not have a revenue-sharing or similar agreement arrangement with Publisher with respect to explorationany activities prohibited by this Section 3.13. (e) Without limiting any restriction with respect to Publisher's use of trademarks and trade names as set forth in the Branding Agreement, drilling, development, production, marketing and/or selling Spinco acknowledges and agrees that none of hydrocarbons produced from the Restricted Area for a period Publisher or any of one (1) year after the Closing Date (such period commencing on the Closing Date and expiring one (1) year thereafter is referred its Affiliates shall be under any restrictions hereunder with respect to as the “Restricted Period”) without the express written consent of Buyer. Acceptance by Buyer to particular exceptions to this clause will not constitute waiver of this clause. Seller acknowledges any telephone directory product or service that the restrctions user accesses through an interactive voice portal. (f) For the sake of clarity, Spinco acknowledges and covenants set forth herein constitute valuable consideration for Buyer’s agreement to enter into this Agreement and consummate agrees that none of Publisher or any of its Affiliates is prohibited from engaging in the transactions contemplated hereinbusiness of providing Directory Products outside the Service Areas. (g) In the event Publisher is acquired by any Person (other than an Affiliate of Publisher) that is, and Buyer would not have entered into this Agreement but for Seller’s agreement prior to the provisions time of such acquisition, engaged in the business of publishing tangible media Directory Products in any Service Area(s), the continued operation by such Person of such business shall not be deemed a violation of this Section 9.53.13, provided that, in the event Publisher is acquired for securities of such Person, the stockholders of such Person immediately prior to the consummation of such acquisition hold greater than 50% of both the voting power and the value of the outstanding stock of such Person immediately after the consummation of such acquisition. It is also agreed that in addition to any other rights or remedies that Buyer have have at law or in equity, Buyer shall have the continuing right to specific enforcement and injunctive relief, to enforce the provisions of this Section 9.5. Seller shall cause its affiliates and subsidiaries to comply with, assume and be bound by the provisions of this Section 9.5, and Seller shall be jointly and severally liable for any breach of these provisions by any of its affiliates or subsidiaries. Provided, however, this Section 9.5 shall not apply to Assets retained by Seller because they have been excluded from the transaction contemplated by this Agreement pursuant to and in compliance with the terms of this Agreement.ARTICLE IV

Non-Compete. Seller, and all its parent company, sister companies, affiliates, and any direct or indirect majority owned and controlled subsidiaries or affiliates, and subsidiaries agree to forego, directly or indirectly, (i) top leasing any of the acreage currently covered by any of the Leases during the Restricted Period (as defined below), (ii) purchasing, farming-in or otherwise acquiring, directly or indirectly, during the Restricted Period (as defined below) of any oil and gas leases, oil, gas and mineral leases, working interests, production payments, net profits interests, fee mineral interests, royalty interests, overriding royalty interests, non-working and carried interests, reversionary interests, possibilities of reverter, conversion rights and options, operating rights and other interests in land, including, without limitation, any rights and interests in any unit or pooled area, and purchasing of any oil, gas and condensate xxxxx within a radius of one (1) mile from each of the Xxxxx existing as of the Closing Date or within a radius of one (1) mile from the boundaries of each of the Leases (the area described in subparts (i) and (ii) above are collectively referred to as the “Restricted Area”); and (iii) all activities related to exploration, drilling, development, production, marketing and/or selling of hydrocarbons produced from the Restricted Area As an inducement for a period of one (1) year after the Closing Date (such period commencing on the Closing Date and expiring one (1) year thereafter is referred to as the “Restricted Period”) without the express written consent of Buyer. Acceptance by Buyer to particular exceptions to this clause will not constitute waiver of this clause. Seller acknowledges that the restrctions and covenants set forth herein constitute valuable consideration for Buyer’s agreement to enter into this Agreement and consummate as additional consideration to be paid to Seller under this Agreement, during the transactions contemplated hereintwo year period following the Closing, and Buyer Seller will not develop, or market any product that is directly competitive with the Company’s Order Book Management Systems Product. Neither (i) ownership by Seller, as a passive investor of less than 1% of the outstanding shares of capital stock of any corporation listed on a national securities exchanges or publicly traded on the NASDAQ National Market or similar trading market; (ii) employment or retention of Seller by a Person purchasing products and/or services from the Company; or (iii) the operations of another entity acquired by the Seller (whether by merger, purchase of equity, assets or otherwise) whose operations would not have entered into otherwise violate this Agreement but for Seller’s agreement to the provisions Section 5.02 (“Acquired Competitor”), shall constitute a breach of this Section 9.5. It is also agreed that in addition to any other rights or remedies that Buyer have have at law or in equity, Buyer shall have the continuing right to specific enforcement and injunctive relief, to enforce the provisions of this Section 9.5. Seller shall cause its affiliates and subsidiaries to comply with, assume and be bound by the provisions of this Section 9.5, and Seller shall be jointly and severally liable for any breach of these provisions by any of its affiliates or subsidiaries. Provided5.02; provided, however, during the two year period following the Closing, Seller agrees that any Acquired Competitor shall not to directly solicit customers of the Company for the purpose of purchasing a product which would directly compete with the Order Book Management System Product, provided, further, however, that this Section 9.5 5.02 shall not apply prohibit Seller or any Acquired Competitor from making any sales to Assets retained by Seller because they have been customers through general solicitation. Notwithstanding anything to the contrary, this Section 5.02 shall not be binding on any of the Seller’s direct or indirect shareholders For clarification and avoidance of misunderstanding, Buyer recognizes that Seller, is in the general business of providing trading automation for the global markets and all of, but not limited to, the following items are excluded from Section 5.02:(i) FIX based network connectivity for pre-trade, trade and post trade services to any exchange, vendor, dealer, or institutional client that facilitates the transaction contemplated execution of any asset class covered by this Agreement pursuant to and the FIX Protocol; (ii) separate instances of the TSRE or Appia or other FIX engine technology; (iii) workstation product, middleware or computerized execution enhancement software for trading in compliance with the terms of this Agreement.equity markets, including Equity cash, option or equity index trading; (iv) data-center hosting services;

Non-Compete. Seller, (a) The Corporation and all its parent company, sister companies, affiliates, and any direct or indirect majority owned and controlled subsidiaries or affiliates, and subsidiaries agree to forego, directly or indirectly, the Executive acknowledge that: (i) top leasing any the Corporation has a special interest in and derives significant benefit from the unique skills and experience of the acreage currently covered by any of Executive; (ii) the Leases during the Restricted Period Executive will use and have access to proprietary and valuable Confidential Information (as defined below), (iiin Section 3.2 hereof) purchasing, farming-in or otherwise acquiring, directly or indirectly, during the Restricted Period (as defined below) of any oil and gas leases, oil, gas and mineral leases, working interests, production payments, net profits interests, fee mineral interests, royalty interests, overriding royalty interests, non-working and carried interests, reversionary interests, possibilities of reverter, conversion rights and options, operating rights and other interests in land, including, without limitation, any rights and interests in any unit or pooled area, and purchasing of any oil, gas and condensate xxxxx within a radius of one (1) mile from each course of the Xxxxx existing as of the Closing Date or within a radius of one (1) mile from the boundaries of each of the Leases (the area described in subparts (i) and (ii) above are collectively referred to as the “Restricted Area”)Executive’s employment; and (iii) all activities related the agreements and covenants contained herein are essential to explorationprotect the business and goodwill of the Corporation or any of its subsidiaries, drillingaffiliates or licensees. Accordingly, developmentexcept as hereinafter noted, productionthe Executive covenants and agrees that during the Term, and for the remainder of such Term following the termination of Executive’s employment, the Executive shall not provide any labor, work, services or assistance (whether as an officer, director, employee, partner, agent, owner, independent contractor, consultant, stockholder or otherwise) to a “Competing Business.” For purposes hereof, “Competing Business” shall mean any business engaged in the designing, marketing and/or selling or distribution of hydrocarbons produced premium lifestyle products, including but not limited to apparel, home, accessories and fragrance products, which competes in any material respects with the Corporation or any of its subsidiaries, affiliates or licensees, and shall include, without limitation, those brands and companies that the Corporation and the Executive have jointly designated in writing on the date hereof, which is incorporated herein by reference and which is attached as Schedule A, as being in competition with the Corporation or any of its subsidiaries, affiliates or licensees as of the date hereof. Thus, Executive specifically acknowledges that Executive understands that, except as provided in Section 3.1(b) he may not become employed by any Competing Business in any capacity during the Term. (b) The non-compete provisions of this Section shall no longer be applicable to Executive if he has been notified pursuant to Section 2.1(a) hereof that his services will no longer be required during the Term or if the Executive has terminated his employment for Good Reason pursuant to Section 2.1(e) or if the Corporation elects in its sole discretion not to extend the Term for any reason other than for Cause. (c) It is acknowledged by the Executive that the Corporation has determined to relieve the Executive from the Restricted Area any obligation of non-competition for a period of one (1) year periods after the Closing Date (such period commencing on Term, and/or if the Closing Date Corporation terminates the Executive’s employment under Section 2.1(a) or if the Executive has terminated his employment for Good Reason pursuant to Section 2.1(e) or if the Corporation elects in its sole discretion not to extend the Term for any reason other than for Cause. In consideration of that, and expiring one (1) year thereafter is referred to as in consideration of all of the “Restricted Period”) without the express written consent of Buyer. Acceptance by Buyer to particular exceptions to this clause will not constitute waiver of this clause. Seller acknowledges that the restrctions and covenants set forth herein constitute valuable consideration for Buyer’s agreement to enter into compensation provisions in this Agreement and consummate (including the transactions contemplated hereinpotential for the award of stock options, and Buyer would not have entered into this Agreement but for Seller’s agreement RSUs and/or RPSUs that may be made to the Executive), Executive agrees to the provisions of this Section 9.5. It is 3.1 and also agreed agrees that in addition to any other rights or remedies that Buyer have have at law or in equity, Buyer shall have the continuing right to specific enforcement non-competition obligations imposed herein are fair and injunctive relief, to enforce reasonable under all the provisions of this Section 9.5. Seller shall cause its affiliates and subsidiaries to comply with, assume and be bound by the provisions of this Section 9.5, and Seller shall be jointly and severally liable for any breach of these provisions by any of its affiliates or subsidiaries. Provided, however, this Section 9.5 shall not apply to Assets retained by Seller because they have been excluded from the transaction contemplated by this Agreement pursuant to and in compliance with the terms of this Agreementcircumstances.

Non-Compete. SellerExcept pursuant to this Agreement: (i) Neither Party nor its Affiliates shall, and all at any time during the Term, either on its parent company, sister companies, affiliates, and own behalf or through any direct Affiliate or indirect majority owned and controlled subsidiaries or affiliates, and subsidiaries agree to foregoThird Party, directly or indirectlyindirectly make, market, promote, sell, offer for sale, import, export or otherwise Commercialize any (a) Competitive Product in the Licensed Field, or (b) any other formulations of the Compound, or in-license or otherwise acquire any product that is a Competitive Product or other formulation of the Compound, in the Licensed Field anywhere in the Territory. (ii) As used in this Agreement, “Competitive Product” means, other than the Product, any pharmaceutical product having a primary mechanism of action (or in the case of a combination product, any component of such combination product having as its primary mechanism of action) through the inhibition of multiple receptor tyrosine kinases, whether currently marketed or in development, that is labeled, advertised, marketed, promoted or intended for use in the Licensed Field. (iii) Notwithstanding Section 2.1(d) above, if a Change of Control occurs with respect to a Party and, in each case, the Acquiror (or any of such Acquiror’s then-existing Affiliates) already has, or the acquired assets contain, as applicable, a program that existed prior to the Change of Control that would otherwise violate Section 2.1(d) above at the time of such Change of Control (a “Business Program”), then such Acquiror (or such Acquiror’s Affiliate) or such Party, as applicable, shall be permitted to continue such Business Program after the closing of such Change of Control and such continuation shall not constitute a violation of 2.1(d) above provided that (i) top leasing any none of the acreage currently covered by any of Licensed Technology licensed under this Agreement shall be used in the Leases during the Restricted Period (as defined below)Business Program, (ii) purchasing, farming-in or otherwise acquiring, directly or indirectly, during the Restricted Period (as defined below) of any oil and gas leases, oil, gas and mineral leases, working interests, production payments, net profits interests, fee mineral interests, royalty interests, overriding royalty interests, non-working and carried interests, reversionary interests, possibilities of reverter, conversion rights and options, operating rights and other interests in land, including, without limitation, any rights and interests in any unit or pooled area, and purchasing of any oil, gas and condensate xxxxx within a radius of one (1) mile from each of the Xxxxx existing as of the Closing Date or within a radius of one (1) mile from the boundaries of each of the Leases (the area described in subparts (i) and (ii) above are collectively referred the research or development activities required under this Agreement shall be segregated from any research or development activities directed to as such Business Program, including the “Restricted Area”); maintenance of separate lab notebooks and records (iiipassword-protected to the extent kept on a computer network) all and the use of separate personnel to perform the activities related to exploration, drilling, development, production, marketing and/or selling of hydrocarbons produced from the Restricted Area for a period of one (1) year after the Closing Date (such period commencing on the Closing Date and expiring one (1) year thereafter is referred to as the “Restricted Period”) without the express written consent of Buyer. Acceptance by Buyer to particular exceptions to this clause will not constitute waiver of this clause. Seller acknowledges that the restrctions and covenants set forth herein constitute valuable consideration for Buyer’s agreement to enter into under this Agreement and consummate the transactions contemplated hereinactivities covered under such Business Program. The Party undergoing the Change of Control shall adopt reasonable procedures to limit the dissemination of the other Party’s Confidential Information to only those personnel having a need to know such Confidential Information in order for such Party or the Acquiror, as applicable, to perform its obligations or to exercise its rights under this Agreement, including adopting reasonable procedures and policies that prohibit and limit the use and disclosure of such Confidential Information in a competitive manner against the other Party and its Affiliates, and Buyer would not have entered into this Agreement but for Seller’s agreement adopting reasonable procedures and policies that prohibit or limit such Confidential Information from being disclosed to the provisions of this Section 9.5. It or used by any Person who is also agreed that in addition to working on or making scientific, intellectual property or commercial decisions regarding the Competitive Product at the time of receipt or use of any other rights such Confidential Information, or remedies that Buyer have have at law within three (3) years following receipt or in equity, Buyer shall have the continuing right to specific enforcement and injunctive relief, to enforce the provisions use of this Section 9.5. Seller shall cause its affiliates and subsidiaries to comply with, assume and be bound by the provisions of this Section 9.5, and Seller shall be jointly and severally liable for any breach of these provisions by any of its affiliates or subsidiaries. Provided, however, this Section 9.5 shall not apply to Assets retained by Seller because they have been excluded from the transaction contemplated by this Agreement pursuant to and in compliance with the terms of this Agreementsuch Confidential Information.

Non-Compete. Seller, and all its parent company, sister companies, affiliates, and any direct or indirect majority owned and controlled subsidiaries or affiliates, and subsidiaries agree to forego, directly or indirectly, (ia) top leasing any of To induce the acreage currently covered by any of the Leases during the Restricted Period (as defined below), (ii) purchasing, farming-in or otherwise acquiring, directly or indirectly, during the Restricted Period (as defined below) of any oil and gas leases, oil, gas and mineral leases, working interests, production payments, net profits interests, fee mineral interests, royalty interests, overriding royalty interests, non-working and carried interests, reversionary interests, possibilities of reverter, conversion rights and options, operating rights and other interests in land, including, without limitation, any rights and interests in any unit or pooled area, and purchasing of any oil, gas and condensate xxxxx within a radius of one (1) mile from each of the Xxxxx existing as of the Closing Date or within a radius of one (1) mile from the boundaries of each of the Leases (the area described in subparts (i) and (ii) above are collectively referred to as the “Restricted Area”); and (iii) all activities related to exploration, drilling, development, production, marketing and/or selling of hydrocarbons produced from the Restricted Area for a period of one (1) year after the Closing Date (such period commencing on the Closing Date and expiring one (1) year thereafter is referred to as the “Restricted Period”) without the express written consent of Buyer. Acceptance by Buyer to particular exceptions to this clause will not constitute waiver of this clause. Seller acknowledges that the restrctions and covenants set forth herein constitute valuable consideration for Buyer’s agreement Purchase to enter into this Agreement and consummate the transactions contemplated hereinhereunder, for the period from the Closing Date until the end of the Exclusivity Period (the “Non-Compete Period”), neither the Seller, nor any of its Affiliates, including , shall market or sell, or license to any other party the right to market or sell, the Natroba Products, or any “AB-rated” generic thereof, in the Territory (a “Competing Business”), or have any other direct or indirect interest in any Competing Business; provided, that, notwithstanding the foregoing, the Seller and Buyer would its Affiliates shall not have entered into this Agreement but for Seller’s agreement to the provisions be restricted from collectively owning less than five percent (5%) of any class of securities of any publicly traded company conducting a Competing Business if such securities are held as a passive investment. (b) The Seller and its Affiliates acknowledges that a breach or threatened breach of this Section 9.5. It is also agreed 6.1 would give rise to irreparable harm to the Purchaser, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by the Seller or any of its Affiliates of any such obligations, the Purchaser shall, in addition to any and all other rights or and remedies that Buyer have have at law or may be available to it in equityrespect of such breach, Buyer shall have the continuing right be entitled to specific enforcement and injunctive equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to enforce post bond). (c) The Seller acknowledges that the provisions of restrictions contained in this Section 9.5. Seller shall cause its affiliates 6.1 are reasonable and subsidiaries necessary to comply with, assume protect the legitimate interests of the Purchaser and be bound by constitute a material inducement to the provisions of Purchaser to enter into this Section 9.5, Agreement and Seller shall be jointly and severally liable for any breach of these provisions by any of its affiliates or subsidiaries. Provided, however, this Section 9.5 shall not apply to Assets retained by Seller because they have been excluded from consummate the transaction transactions contemplated by this Agreement pursuant Agreement. In the event that any covenant contained in this Section 6.1 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in compliance with such jurisdiction to the terms maximum time, geographic, product or service or other limitations permitted by applicable Law. The covenants contained in this Section 6.1 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction. (d) The Parties intend for the covenants in this AgreementSection 6.1 to satisfy the conditions of subsection 56.4(7) of the Tax Act, and without limiting the generality of the foregoing, the Parties agree that no portion of the Purchase Price is or will be received or receivable for the granting of the covenants under this Section 6.1, and such covenants are granted to maintain and preserve the value of the Acquired Assets including any goodwill of the Acquired Assets. The Parties agree to do all things and execute and file all elections under the Tax Act and any applicable provincial income tax statutes as required to give effect to the foregoing.

Non-Compete. Seller(a) For so long as the Orphan Designation applies to the NDA, Taro and all its parent company, sister companies, affiliates, and any direct or indirect majority owned and controlled subsidiaries or affiliates, and subsidiaries agree to foregoAffiliates shall not, directly or indirectlyindirectly (other than through Strongbridge), (i) top leasing any of Commercialize a Competitive Product in the acreage currently covered by any of the Leases during the Restricted Period (as defined below)Territory, (ii) purchasingpromote any product in the Indication in the Territory, farming-or (iii) undertake or have undertaken any clinical activities in or otherwise acquiringthe Territory with respect to a Competitive Product in the Territory for the Indication. (b) Following expiration of the Orphan Designation for the NDA until the sale of the first Generic Product, Taro and its Affiliates shall not, directly or indirectlyindirectly (other than through Strongbridge), during itself or by assisting any Third Party (including by sharing any Confidential Information related to the Restricted Period (as defined below) of Product therewith), Commercialize a product in the Territory for the Indication or promote any oil and gas leasesproduct in the Indication in the Territory, oil, gas and mineral leases, working interests, production payments, net profits interests, fee mineral interests, royalty interests, overriding royalty interests, non-working and carried interests, reversionary interests, possibilities of reverter, conversion rights and options, operating rights and other interests in land, including, without limitation, any rights and interests in any unit or pooled area, and purchasing of any oil, gas and condensate xxxxx within a radius of one (1) mile from each of the Xxxxx existing as of the Closing Date or within a radius of one (1) mile from the boundaries of each of the Leases (the area described in subparts provided that: (i) and Taro may only Commercialize a product containing the API if such product would not reasonably be expected to have a material impact on the market for the Product (including by taking into account potential off-label prescribing of such product); (ii) above are collectively referred In the event that the Parties disagree regarding a potential material impact on the market for the Product, the provisions of Section 8.12(a) other than the last sentence thereof shall apply to resolution of such disagreement, and if it remains unresolved thereafter, the Parties shall submit such disagreement for resolution by an independent third-party expert having at least fifteen (15) years of experience as a senior executive in the “Restricted Area”pharmaceutical industry with responsibility for marketing strategies for pharmaceutical products and reasonably acceptable to both Parties. The Parties shall simultaneously submit their arguments in written form along with any supporting written evidence to the expert within ten (10) Business Days after the end of the CONFIDENTIAL TREATMENT REQUESTED UNDER C.F.R. SECTIONS 200.80(b)(4); , 200.83 AND 230.406. [****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. process set forth in Section 8.12(a) other than the last sentence thereof, for decision on such written arguments and evidence. The expert shall render its decision within thirty (iii30) all activities related to explorationdays of receipt of the written arguments and evidence. The decision of the expert shall be final and binding on the Parties and the costs and expenses of such expert shall be borne by the Party against whom the expert’s decision is rendered. (c) Notwithstanding the foregoing, drillingStrongbridge acknowledges in the event that Taro or any of its Affiliates acquires any business (or assets) which is Commercializing a Competitive Product at the time of such acquisition, development, production, marketing and/or selling Taro shall not be in violation of hydrocarbons produced its obligations under this Section 2.6 if Taro or its applicable Affiliate ceases Commercializing such Competitive Product within twelve (12) months from the Restricted Area effective date of the closing of the acquisition. (d) In addition, if Taro or any of its Affiliates are acquired by or merged with a Third Party that is Commercializing a Competitive Product at the time of such acquisition or merger, such Third Party and its other Affiliates will not have any obligations under this Section 2.6; provided that the division, subsidiary or business group of the surviving party in such change of control that Commercializes such Competitive Product shall not have access to, and shall not refer to, rely upon or use in any manner, the Intellectual Property Rights owned by Taro or its Affiliates that are necessary for a period the Commercialization of one (1) year after the Closing Date (such period commencing Product under the NDA provided to Strongbridge on the Closing Date and expiring one with respect to such Competitive Product. (1e) year thereafter is referred to as Following the “Restricted Period”) without first sale of a Generic Product in the express written consent of Buyer. Acceptance by Buyer to particular exceptions to this clause will not constitute waiver of this clause. Seller acknowledges that the restrctions and covenants set forth herein constitute valuable consideration for Buyer’s agreement to enter into this Agreement and consummate the transactions contemplated hereinTerritory, and Buyer would not have entered into this Agreement but for Seller’s agreement to the provisions of this Section 9.5. It is also agreed that in addition 2.6 shall cease to any other rights or remedies that Buyer have have at law or in equity, Buyer shall have the continuing right to specific enforcement and injunctive relief, to enforce the provisions of this Section 9.5. Seller shall cause its affiliates and subsidiaries to comply with, assume and be bound by the provisions of this Section 9.5, and Seller shall be jointly and severally liable for any breach of these provisions by any of its affiliates or subsidiaries. Provided, however, this Section 9.5 shall not apply to Assets retained by Seller because they have been excluded from the transaction contemplated by this Agreement pursuant to and in compliance with the terms of this Agreementapply.

Non-Compete. Seller(a) Each of the Sellers, and all its parent companyfor a period of five (5) years from the Effective Time, sister companies, affiliates, and any direct or indirect majority owned and controlled subsidiaries or affiliates, and subsidiaries agree to foregoshall not, directly or indirectly, for himself or herself or on behalf of or in conjunction with any other Person: (i) top leasing engage, as an officer, director, shareholder, owner, partner, member or joint venturer or in a managerial capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in any business selling any products or services relating to the field of nuclear medicine equipment and related software, including without limitation, products or services relating to positron emission tomography scanners; (ii) call upon any Person who is, at that time, an employee of the Surviving Corporation or ADAC for the purpose or with the intent of enticing such employee away from or out of the employ of Surviving Corporation or ADAC; or (iii) call upon any Person who or that is, at that time, or has been, within one year prior to that time, a customer of the Company or ADAC for the purpose of soliciting or selling products or services in direct competition with the Surviving Corporation or ADAC. (b) The foregoing covenants shall not be deemed to prohibit the Sellers from acquiring as an investment not more than one percent (1%) of the capital stock of a competing business, whose stock is traded on a national securities exchange or through the automated quotation system of a registered securities association. (c) For purposes of this Section 9.1, references to "ADAC" shall mean ADAC Laboratories, together with its subsidiaries and affiliates. (d) Because of the difficulty of measuring economic losses to ADAC as a result of a breach of the foregoing covenant, and because of the immediate and irreparable damage that could be caused to ADAC for which it would have no other adequate remedy, the Sellers agree that the foregoing covenants may be enforced by ADAC in the event of breach by any such Sellers by injunctions and restraining orders. (e) The parties agree that the foregoing covenants in this Section 9.1 impose a reasonable restraint on the Sellers. (f) The covenants in this Section 9.1 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. If any provision of this Section 9.1 relating to the time period or geographic area of the restrictive covenants shall be declared by a court of competent jurisdiction to exceed the maximum time period or geographic area, as applicable, that such court deems reasonable and enforceable, said time period or geographic area shall be deemed to be, and thereafter shall become, the maximum time period or largest geographic area that such court deems reasonable and enforceable and this Agreement shall automatically be considered to have been amended and revised to reflect such determination. (g) All of the covenants in this Section 9.1 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of any of the acreage currently covered by any of the Leases during the Restricted Period (as defined below)Sellers against Sub, (ii) purchasingSurviving Corporation or ADAC, farming-in whether predicated on this Agreement or otherwise acquiringotherwise, directly or indirectly, during the Restricted Period (as defined below) of any oil and gas leases, oil, gas and mineral leases, working interests, production payments, net profits interests, fee mineral interests, royalty interests, overriding royalty interests, non-working and carried interests, reversionary interests, possibilities of reverter, conversion rights and options, operating rights and other interests in land, including, without limitation, any rights and interests in any unit or pooled area, and purchasing of any oil, gas and condensate xxxxx within a radius of one (1) mile from each of the Xxxxx existing as of the Closing Date or within a radius of one (1) mile from the boundaries of each of the Leases (the area described in subparts (i) and (ii) above are collectively referred to as the “Restricted Area”); and (iii) all activities related to exploration, drilling, development, production, marketing and/or selling of hydrocarbons produced from the Restricted Area for a period of one (1) year after the Closing Date (such period commencing on the Closing Date and expiring one (1) year thereafter is referred to as the “Restricted Period”) without the express written consent of Buyer. Acceptance by Buyer to particular exceptions to this clause will shall not constitute waiver a defense to the enforcement by Sub, Surviving Corporation or ADAC of this clause. Seller acknowledges such covenants. (h) The Company and the Sellers hereby agree that the restrctions and covenants set forth herein constitute valuable consideration for Buyer’s agreement to enter into in this Agreement Section 9.1 are a material and consummate substantial part of the transactions contemplated herein, and Buyer would not have entered into this Agreement but for Seller’s agreement to the provisions of this Section 9.5. It is also agreed that in addition to any other rights or remedies that Buyer have have at law or in equity, Buyer shall have the continuing right to specific enforcement and injunctive relief, to enforce the provisions of this Section 9.5. Seller shall cause its affiliates and subsidiaries to comply with, assume and be bound by the provisions of this Section 9.5, and Seller shall be jointly and severally liable for any breach of these provisions by any of its affiliates or subsidiaries. Provided, however, this Section 9.5 shall not apply to Assets retained by Seller because they have been excluded from the transaction contemplated by this Agreement pursuant to and in compliance with the terms of this Agreement, supported by adequate consideration.

Non-Compete. Seller(a) Each of the Sellers covenants and agrees on its own behalf and on behalf of each of its Affiliates that from the date hereof and until the third anniversary of the Closing Date, and all its parent company, sister companies, affiliates, and neither the Sellers nor any direct or indirect majority owned and controlled subsidiaries or affiliates, and subsidiaries agree to forego, of their Affiliates will directly or indirectly, (i) top leasing any of the acreage currently covered by any of the Leases during the Restricted Period (as defined below), (ii) purchasing, farming-engage in or otherwise acquiringhave any interest in any sole proprietorship, partnership, corporation, limited liability company or business, whether as an employee, partner, agent, security holder, consultant or otherwise, that directly or indirectly, during indirectly (or through any affiliated entity) engages in the Restricted Period (as defined below) development and sales of any oil and gas leases, oil, gas and mineral leases, working interests, production payments, net profits interests, fee mineral interests, royalty interests, overriding royalty interests, non-working and carried interests, reversionary interests, possibilities software products for the operation of reverter, conversion rights and options, home health agencies in the geographic areas in which the Company operated or was actively planning on operating rights and other interests in land, including, without limitation, any rights and interests in any unit or pooled area, and purchasing of any oil, gas and condensate xxxxx within a radius of one (1) mile from each of the Xxxxx existing as of the Closing Date or within a radius of one (1) mile from the boundaries of each of the Leases (the area described in subparts (i) and (ii) above are collectively referred to as the “Restricted Area”); . (b) Each of the Sellers acknowledges and (iii) all activities related agrees that the covenants provided for in this Section are reasonable and necessary in terms of time, area and line of business to explorationprotect the Buyer’s legitimate business interests as a Buyer of the Shares, drillingwhich includes protecting valuable confidential business information, development, production, marketing and/or selling of hydrocarbons produced from substantial relationships with customers throughout the Restricted Area and customer goodwill associated with the Company and its business. Each of the Sellers expressly authorizes the enforcement of the covenants provided for a period in this Section by (i) the Buyer, and (ii) any successors to the ownership of one (1) year after the Closing Date (such period commencing on Shares and/or the Closing Date and expiring one (1) year thereafter is referred to as business of the “Restricted Period”) without Company. To the express written consent of Buyer. Acceptance by Buyer to particular exceptions to this clause will not constitute waiver of this clause. Seller acknowledges extent that the restrctions covenant provided for in this Section may later be deemed by a court to be too broad to be enforced with respect to its duration or with respect to any particular activity or geographic area, the court making such determination shall have the power to reduce the duration or scope of the provision. The provision as modified shall then be enforced. (c) It is agreed by each of the Sellers on its own behalf and covenants set forth herein constitute valuable consideration for Buyer’s agreement to enter into this Agreement and consummate the transactions contemplated herein, and on behalf of its Affiliates that Buyer would not have entered into this Agreement but for Seller’s agreement to the provisions be irreparably damaged by reason of any violation of this Section 9.5by the Sellers or any of their Affiliates, and that any remedy at law for breach of such provisions would be inadequate. Therefore, the Buyer shall be entitled to seek and obtain injunctive or other equitable relief (including, but not limited to, a temporary restraining order, a temporary injunction or a permanent injunction) against each of the Sellers and their respective Affiliates, for breach or threatened breach of such provisions and without the necessity of proving actual monetary loss. It is also agreed expressly understood by each of the Sellers that in addition to any this injunctive or other rights or remedies that Buyer have have at law or in equity, Buyer equitable relief shall have not be the continuing right to specific enforcement and injunctive relief, to enforce the provisions of this Section 9.5. Seller shall cause its affiliates and subsidiaries to comply with, assume and be bound by the provisions of this Section 9.5, and Seller shall be jointly and severally liable Buyer’s exclusive remedy for any breach of these this covenant and the Buyer shall be entitled to seek any other relief or remedy that may be available by contract, statute, law or otherwise for any breach hereof. It is agreed that the Buyer shall also be entitled to recover any and all attorneys’ fees and expenses in the enforcement of the provisions by any of its affiliates or subsidiaries. Provided, however, this Section 9.5 shall not apply to Assets retained by Seller because they have been excluded from the transaction contemplated by this Agreement pursuant to and in compliance with the terms of this Agreementhereof.

Non-Compete. Seller, Each of the Seller Parties and all its parent company, sister companies, affiliates, and any direct or indirect majority owned and controlled subsidiaries or affiliates, and subsidiaries agree to forego, directly or indirectly, TardiMed acknowledge that (i) top leasing any of the acreage currently covered by any of the Leases during the Restricted Period (as defined below), (ii) purchasing, farming-in or otherwise acquiring, directly or indirectly, during the Restricted Period (as defined below) of any oil Timber and gas leases, oil, gas and mineral leases, working interests, production payments, net profits interests, fee mineral interests, royalty interests, overriding royalty interests, non-working and carried interests, reversionary interests, possibilities of reverter, conversion rights and options, operating rights and other interests in land, including, without limitation, any rights and interests in any unit or pooled area, and purchasing of any oil, gas and condensate xxxxx within a radius of one (1) mile from each of the Xxxxx existing as of the Closing Date or within a radius of one (1) mile from the boundaries of each of the Leases (the area described in subparts (i) and (ii) above are collectively referred to as the “Restricted Area”); and (iii) all activities related to exploration, drilling, development, production, marketing and/or selling of hydrocarbons produced from the Restricted Area for a period of one (1) year after the Closing Date (such period commencing on the Closing Date and expiring one (1) year thereafter is referred to as the “Restricted Period”) without the express written consent of Buyer. Acceptance by Buyer to particular exceptions to this clause will not constitute waiver of this clause. Seller acknowledges that the restrctions and covenants set forth herein constitute valuable consideration for Buyer’s agreement to enter into this Agreement and consummate the transactions contemplated herein, and Buyer Parties would not have entered into this Agreement but for Sellerthe agreements and covenants contained in this Section 7.12; (ii) the agreements and covenants contained in this Section 7.12 are essential to protect the business, goodwill, trade secrets and confidential information of the Business or Timber and are appropriate in scope and (iii) Timber’s agreement Business is conducted in the Territory. To induce Timber and Seller Parties to enter into this Agreement, each of the Seller Parties and TardiMed (an Affiliate of Timber) covenants and agrees that during the period [*], each of the Seller Parties and TardiMed shall not, and they shall cause their respective Affiliates not to, engage in any directly competitive business that is developing a topical isotretinoin or a treatment for congenital ichthyosis (“Competitive Business”). Notwithstanding the above, if Z Rome is terminated by TardiMed, he shall not engage in a Competitive Business for [*] after such date of termination, or the third anniversary of the date hereof, whichever is less. Notwithstanding the foregoing or any other provision of this Agreement to the provisions contrary, neither the Seller Parties or TardiMed nor any of this Section 9.5. It is also agreed that in addition to any other rights or remedies that Buyer have have at law or in equity, Buyer shall have the continuing right to specific enforcement and injunctive relief, to enforce the provisions of this Section 9.5. Seller shall cause its affiliates and subsidiaries to comply with, assume and be bound by the provisions of this Section 9.5, and Seller their Affiliates shall be jointly and severally liable for prohibited from owning, directly or indirectly, solely as an investment, securities of any breach person engaged in a Competitive Business that are publicly traded if neither the Seller Parties, TardiMed nor their Affiliates own, collectively more than 5% of these provisions by any class of its affiliates or subsidiaries. Provided, however, this Section 9.5 shall not apply to Assets retained by Seller because they have been excluded from the transaction contemplated by this Agreement pursuant to and in compliance with the terms securities of this Agreementsuch person.

Non-Compete. SellerIn connection with the execution of the Xxxx Holdings Merger Agreement, Xxxx agreed to comply with the non-competition and all its parent companynon-solicitation of employees, sister companies, affiliates, clients and any direct or indirect majority owned investors restrictions set forth on Annex C to the Xxxx Holdings Merger Agreement (“Annex C”). In furtherance of the foregoing: x. Xxxx hereby acknowledges and controlled subsidiaries or affiliates, and subsidiaries agree to forego, directly or indirectly, confirms that (i) top leasing any he is, and following the consummation of the acreage currently covered ARCP Transaction will remain, subject to the restrictions set forth on Annex C (as modified by any Section 9(b) below) through the end of the Leases during the Restricted Period (as defined modified by Section 9(b) below), and (ii) purchasing, farming-in or otherwise acquiring, directly or indirectly, during Parent will have the right to enforce the terms of Annex C (as modified by Section 9(b) below) following the consummation of the ARCP Transaction until the end of the Restricted Period (as defined modified by Section 9(b) below) to the same extent such provisions would be enforceable by the Company if the ARCP Transaction did not occur. b. Notwithstanding anything contained in Annex C, Xxxx hereby agrees that from and after the effective time of the ARCP Transaction: i. all references to “Parent” in Annex C shall be deemed to be references to Xxxx Real Estate Investments, Inc. and American Realty Capital Properties, Inc. and their respective subsidiaries; ii. the definition of “Competing Business” set forth in Annex C shall be amended to read as follows: “any oil business which is substantially and gas leasesmaterially engaged (i) as a broker-dealer, oila substantial portion of whose business involves raising funds in a wholesale distribution capacity or involves other activities that are competitive in any material respect with the activities of Parent or any of its Affiliates, gas and mineral leases(ii) in the sponsoring, working interestspurchasing, production paymentsmanaging, net profits interestsadvising, fee mineral interestsfinancing, royalty interestsleasing, overriding royalty interestsselling or wholesaling of, or raising capital for, investment funds, traded or non-working and carried intereststraded real estate investment trusts, reversionary interestsor other pooled investment vehicles, possibilities of reverterin each case, conversion rights and optionsestablished primarily to invest in commercial real estate properties (each, operating rights and other interests in land, including, without limitation, any rights and interests a “Competing Activity”) or (iii) in any unit other investment or pooled area, business activity which is material to Parent and purchasing of any oil, gas and condensate xxxxx within a radius of one (1) mile from each of the Xxxxx existing which Parent is engaged in as of the Closing Date date the Holdings Stockholder proposes to engage in or within take a radius of one (1) mile from financial interest in the boundaries of each of the Leases (the area described in subparts (i) and (ii) above are collectively referred applicable business, provided that such activity was material to as the “Restricted Area”); and (iii) all activities related to exploration, drilling, development, production, marketing and/or selling of hydrocarbons produced from the Restricted Area for a period of one (1) year after the Closing Date (such period commencing Parent on the Closing Date and expiring one (1) year thereafter is referred to as date on which the Holdings Stockholder’s employment with Parent terminated”; iii. the definition of “Restricted Period”) without ” set forth in Annex C shall be amended to read as follows: “the express written consent of Buyer. Acceptance by Buyer to particular exceptions to this clause will not constitute waiver of this clause. Seller acknowledges five (5)-year period from and after the date that the restrctions ARCP Transaction (as defined in the letter agreement dated as of October 22, 2013 between the Holdings Stockholder and covenants set forth herein constitute valuable consideration for Buyer’s agreement to enter into this Agreement and consummate the transactions contemplated hereinAmerican Realty Capital Properties, and Buyer would not have entered into this Agreement but for Seller’s agreement to the provisions of this Section 9.5. It Inc.) is also agreed that in addition to any other rights or remedies that Buyer have have at law or in equity, Buyer shall have the continuing right to specific enforcement and injunctive relief, to enforce the provisions of this Section 9.5. Seller shall cause its affiliates and subsidiaries to comply with, assume and be bound by the provisions of this Section 9.5, and Seller shall be jointly and severally liable for any breach of these provisions by any of its affiliates or subsidiaries. Provided, however, this Section 9.5 shall not apply to Assets retained by Seller because they have been excluded from the transaction contemplated by this Agreement pursuant to and in compliance with the terms of this Agreement.consummated”; and

Non-Compete. Seller, and all its parent company, sister companies, affiliates, and any direct or indirect majority owned and controlled subsidiaries or affiliates, and subsidiaries agree to forego, Seller shall not directly or indirectly, (i) top leasing any of indirectly contact or market data conversion or data maintenance services in the acreage currently covered by any of the Leases during the Restricted Period (as defined below), (ii) purchasing, farming-in or otherwise acquiring, directly or indirectly, during the Restricted Period (as defined below) of any oil and gas leases, oil, gas and mineral leases, working interests, production payments, net profits interests, fee mineral interests, royalty interests, overriding royalty interests, non-working and carried interests, reversionary interests, possibilities of reverter, conversion rights and options, operating rights and other interests in land, including, without limitation, any rights and interests in any unit or pooled area, and purchasing of any oil, gas and condensate xxxxx within a radius of one (1) mile from each of the Xxxxx existing as of the Closing Date or within a radius of one (1) mile from the boundaries of each of the Leases (the area described in subparts (i) and (ii) above are collectively referred to as the “Restricted Area”); and (iii) all activities related to exploration, drilling, development, production, marketing and/or selling of hydrocarbons produced from the Restricted Area continental United States for a period of one three (13) year after years following the Closing Date Closing. Provided, however, the restrictions contained in this Section 22 shall specifically not include the excluded Clients and excluded service areas (such period commencing "Exclusions") itemized on the Closing Date and expiring one (1) year thereafter is referred to as the “Restricted Period”) Exhibit G. Seller shall not, without the express prior written consent approval of Buyer, induce or attempt to induce or otherwise discuss or encourage any employee to leave or otherwise terminate his or her relationship with Buyer for a period of three (3) years following the Closing. Acceptance by The foregoing restriction shall not apply to general advertisements for employment. Buyer to particular exceptions to shall pay Seller $5,000.00 at the time of Closing, as compensation Seller for Seller's agreements under this clause will not constitute waiver section. If any court of this clause. Seller acknowledges competent jurisdiction shall determine that the restrctions and covenants scope, time or other restrictions set forth herein constitute valuable consideration for Buyer’s agreement to enter into in this Agreement section are unreasonable, then it is the intention of Buyer and consummate Seller that the transactions contemplated herein, and Buyer would not have entered into this Agreement but for Seller’s agreement restrictions be enforced to the provisions of this Section 9.5fullest extent that the court deems reasonable. It is also agreed that in addition to any other rights or remedies that Buyer have have at law or in equityTrade Name. Following the Closing, Buyer shall have the continuing exclusive right to specific enforcement conduct and injunctive reliefmarket data conversion operations and services and other GIS and IT-related services under the trade name "ASI" specifying that it is a division of RAMTech." All written materials, advertisements, and correspondence produced by Buyer shall include an indication that ASI is a division of RAMTeCH. Buyer hereby agrees and covenants that it will not use the name (or any variation thereof) or hold itself out to enforce be "Analytical Surveys, Inc." and shall not use the provisions of name "ASI" for any purpose other than those contained in this Section 9.523. Buyer further acknowledges that Seller shall cause continue to use the name "Analytical Surveys, Inc." and the acronym "ASI" in its affiliates other operations and subsidiaries to comply with, assume and be bound by the provisions of this Section 9.5, and Seller shall be jointly and severally liable for any breach of these provisions by any of its affiliates or subsidiaries. Provided, however, this Section 9.5 shall not apply to Assets retained by Seller because they have been excluded from the transaction contemplated by this Agreement pursuant to and in compliance with the terms of this Agreementmarketing.

Non-Compete. Seller(a) For a period of three (3) years after the ----------- Closing Date, Seller shall not and all shall cause its parent companyAffiliates not to: (1) offer employment to Transferred Employees while employed by Purchaser; (2) cause, sister companiesinduce or encourage any customer, affiliatessupplier, and manufacturer or licensor of the Business, or any direct other Person who has a business relationship with the Business, to terminate or indirect majority owned and controlled subsidiaries change any such relationship in a manner which would be materially adverse to the Business; (3) conduct, participate or affiliates, and subsidiaries agree to foregoengage, directly or indirectly, (i) top leasing in any activities related to the design, development, manufacture and sale of torpedo systems, underseas acoustic surveillance systems, naval sonar and mine countermeasure systems and naval contract engineering services; provided, however, that the acreage currently covered -------- ------- restrictions contained in this Section 7.9 shall not restrict the acquisition by any of the Leases during the Restricted Period (as defined below), (ii) purchasing, farming-in or otherwise acquiringSeller, directly or indirectly, during of less than 5% of the Restricted Period (as defined below) capital stock of any oil and gas leases, oil, gas and mineral leases, working interests, production payments, net profits interests, fee mineral interests, royalty interests, overriding royalty interests, non-working and carried interests, reversionary interests, possibilities of reverter, conversion rights and options, operating rights and other interests Person engaged in land, including, without limitation, any rights and interests a business directly or indirectly in any unit or pooled areacompetition with the Business, and purchasing further provided that no restrictions imposed on the Seller by this Section 7.9 shall cause Seller's remaining businesses to limit or cease conducting business in the manner in which they are currently being conducted. (b) The covenants and undertakings contained in this Section 7.9 relate to matters which are of a special, unique and extraordinary character and a violation of any oil, gas and condensate xxxxx within a radius of one (1) mile from each of the Xxxxx existing as of the Closing Date or within a radius of one (1) mile from the boundaries of each of the Leases (the area described in subparts (i) and (ii) above are collectively referred to as the “Restricted Area”); and (iii) all activities related to exploration, drilling, development, production, marketing and/or selling of hydrocarbons produced from the Restricted Area for a period of one (1) year after the Closing Date (such period commencing on the Closing Date and expiring one (1) year thereafter is referred to as the “Restricted Period”) without the express written consent of Buyer. Acceptance by Buyer to particular exceptions to this clause will not constitute waiver of this clause. Seller acknowledges that the restrctions and covenants set forth herein constitute valuable consideration for Buyer’s agreement to enter into this Agreement and consummate the transactions contemplated herein, and Buyer would not have entered into this Agreement but for Seller’s agreement to the provisions terms of this Section 9.57.9 will cause irreparable injury to Purchaser, the amount of which will be impossible to estimate or determine and which cannot be adequately compensated. It is also agreed that Therefore, Purchaser will be entitled to an injunction, restraining order or other equitable relief from any court of competent jurisdiction in the event of any breach of this Section 7.9. The rights and remedies provided by this Section 7.9 are cumulative and in addition to any other rights and remedies which Purchaser may have hereunder or remedies that Buyer have have at law or in equity, Buyer shall have . In the continuing right event that Purchaser were to specific enforcement and injunctive relief, to enforce the provisions of this Section 9.5. Seller shall cause its affiliates and subsidiaries to comply with, assume and be bound by the provisions of this Section 9.5, and Seller shall be jointly and severally liable seek damages for any breach of these provisions by any of its affiliates or subsidiaries. Provided, however, this Section 9.5 7.9, the portion of the consideration delivered to Seller hereunder which is attributed by the parties to the foregoing covenant shall not apply to Assets retained by Seller because they have been excluded from the transaction contemplated by this Agreement pursuant to and in compliance with the terms be considered a measure of this Agreementor limit on such damages.

Non-Compete. Seller(a) During the period beginning on the Final Closing Date and ending on the fifth (5th) anniversary of the Final Closing Date (the “Non-Compete Period”), each of Seller and Parent covenants and agrees not to, and all its parent companyshall cause Seller’s and Parent’s respective Affiliates not to, sister companiesdirectly or indirectly and anywhere in the Restricted Territory, affiliatesconduct, manage, operate, engage in, have an ownership interest in any business or enterprise engaged in (i) the Business, (ii) any business that uses any trademark, trade names or slogans similar to the “Trust Code” or “Matrex” trademarks (including any associated logos, designs or trade dress), trade names or slogans, or (iii) any activities that are otherwise similar to, or competitive with, the Business. (b) During the Non-Compete Period, neither Seller nor Parent shall, and any direct or indirect majority owned each shall cause Seller’s and controlled subsidiaries or affiliates, and subsidiaries agree to foregoParent’s respective Affiliates not to, directly or indirectly, call-on, solicit or induce, or attempt to solicit or induce, any past, present or prospective customer or other business relation of Buyer or Seller for the provision of products or services related to the Business or in any other manner that would otherwise interfere with business relationships between Buyer or Seller and its customers and other business relations. (ic) top leasing any During the Non-Compete Period, neither Seller nor Parent shall, and shall cause each of the acreage currently covered by any of the Leases during the Restricted Period (as defined below), (ii) purchasing, farming-in or otherwise acquiringSeller’s and Parent’s respective Affiliates not to, directly or indirectly, during the Restricted Period (as defined below) of any oil and gas leasescall-on, oilsolicit or induce, gas and mineral leases, working interests, production payments, net profits interests, fee mineral interests, royalty interests, overriding royalty interests, non-working and carried interests, reversionary interests, possibilities of reverter, conversion rights and options, operating rights and other interests in land, including, without limitationor attempt to solicit or induce, any rights and interests in any unit employee or pooled area, and purchasing staff of any oil, gas and condensate xxxxx within a radius of one (1) mile from each of the Xxxxx existing as of the Closing Date or within a radius of one (1) mile from the boundaries of each of the Leases (the area described in subparts (i) and (ii) above are collectively referred to as the “Restricted Area”); and (iii) all activities related to exploration, drilling, development, production, marketing and/or selling of hydrocarbons produced from the Restricted Area for a period of one (1) year after the Closing Date (such period commencing on the Closing Date and expiring one (1) year thereafter is referred to as the “Restricted Period”) without the express written consent of Buyer. Acceptance by Buyer to particular exceptions leave the employ of Buyer for any reason whatsoever, nor shall Seller or Parent offer or provide employment (whether such employment is for Seller, Parent or any other Person), either on a full-time basis or part-time or consulting basis, to this clause will not constitute waiver any Person who then currently is, or who within six (6) months immediately prior thereto was, an employee of this clause. or staffed with Buyer or Seller. (d) Seller acknowledges and agrees that the restrctions and covenants set forth herein constitute valuable consideration for Buyer’s agreement to enter into this Agreement and consummate the transactions contemplated herein, and Buyer would not have entered into this Agreement but for Seller’s agreement to the provisions of this Section 9.55.3 are reasonable and necessary to protect the legitimate business interests of Buyer and its investment in the Acquired Assets. It is also agreed Neither Seller nor Parent shall contest that Bxxxx’s remedies at law for any breach or threat of breach by either Seller or Parent or any of Seller’s or Parent’s Affiliates of the provisions of this Section 5.3 will be inadequate, and that Buyer shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Section 5.3 and to enforce specifically such terms and provisions, in addition to any other rights or remedies that remedy to which Buyer have have may be entitled at law or equity. The restrictive covenants contained in equity, this Section 5.3 are covenants independent of any other provision of this Agreement or any other agreement between the parties hereunder and the existence of any claim which Seller may allege against Buyer shall have under any other provision of the continuing right to specific Agreement or any other agreement will not prevent the enforcement and injunctive relief, to enforce of these covenants. (e) If any of the provisions of contained in this Section 9.5. Seller 5.3 shall cause its affiliates and subsidiaries for any reason be held to comply withbe excessively broad as to duration, assume and be bound by the provisions of this Section 9.5scope, and Seller activity or subject, then such provision shall be jointly construed by limiting and severally liable for any breach of these provisions by any of its affiliates or subsidiaries. Providedreducing it, however, this Section 9.5 shall not apply so as to Assets retained by Seller because they have been excluded from be valid and enforceable to the transaction contemplated by this Agreement pursuant to and in compliance extent compatible with the terms applicable Law or the determination by a court of this Agreementcompetent jurisdiction.

Non-Compete. Seller, and all its parent company, sister companies, affiliates, and any direct or indirect majority owned and controlled subsidiaries or affiliates, and subsidiaries agree to forego, directly or indirectly, (i) top leasing any In consideration of the acreage currently covered by any of the Leases during the Restricted Period (as defined below), (ii) purchasing, farming-in or otherwise acquiring, directly or indirectly, during the Restricted Period (as defined below) of any oil and gas leases, oil, gas and mineral leases, working interests, production payments, net profits interests, fee mineral interests, royalty interests, overriding royalty interests, non-working and carried interests, reversionary interests, possibilities of reverter, conversion rights and options, operating rights Company’s agreements herein and other interests in landgood and valuable consideration, includingthe receipt and sufficiency of which is hereby acknowledged, without limitationthe Executive agrees, any rights and interests in any unit or pooled area, and purchasing of any oil, gas and condensate xxxxx within a radius of one (1) mile from each of the Xxxxx existing as of the Closing Date or within a radius of one (1) mile from the boundaries of each of the Leases (the area described in subparts (i) and (ii) above are collectively referred to as the “Restricted Area”); and (iii) all activities related to exploration, drilling, development, production, marketing and/or selling of hydrocarbons produced from the Restricted Area for a period of one (1) year after the Closing Date (such period commencing on the Closing Date and expiring one (1) year thereafter is referred to as the “Restricted Period”) without the express written consent of Buyer. Acceptance by Buyer to particular exceptions to this clause will not constitute waiver of this clause. Seller acknowledges that the restrctions and covenants set forth herein constitute valuable consideration for Buyer’s agreement to enter into this Agreement and consummate the transactions contemplated herein, and Buyer would not have entered into this Agreement but for Seller’s agreement to the provisions of this Section 9.5. It is also agreed that in addition to any other rights obligation imposed by this Section 6, that he will not, during the period beginning on the date of termination and ending on the three month anniversary thereof (the “Non-Compete Period”), engage directly or remedies indirectly, whether as an employee, independent contractor, consultant, partner, shareholder or otherwise, in a business or other endeavor which is competitive with or similar to any business of the Company (including without limitation any business related to the production, distribution or other exploitation of made for television movies or miniseries), or any business which as of the date of termination is contemplated by the Company and has been formally considered by the Board at a meeting in either case in respect of which he was materially involved during the last 12 months of his employment with the Company (any such business or endeavor, a “Competitive Business”), anywhere in the world. The Executive specifically acknowledges that Buyer have have at law or he is of special, unique and extraordinary value to the Company because of, inter alia, his personal relationships with performers, producers, writers, directors, creative sources, and distributors; that if he were to leave the Company and compete with it, the Company’s value would be materially diminished; that as a key executive of the Company, he has access to all confidential information, trade secrets, and the like, of the Company; that he has independent means of supporting himself and his family; and that in equityview of the foregoing, Buyer shall have the continuing right restrictions imposed by this Section 6(e) are reasonably necessary to specific enforcement protect the Company against unfair competition by the Executive and injunctive reliefare not unduly burdensome to the Executive. Furthermore, to enforce the provisions notwithstanding any other provision of this Section 9.5. Seller 6(e), if the Company fails to make any payment to the Executive pursuant to Section 4 and the Executive notifies the Company of such failure in accordance with the notice provisions set forth in Section 11, then the Non-Compete Period shall cause its affiliates and subsidiaries to comply with, assume and be bound by expire after the provisions of this Section 9.5, and Seller shall be jointly and severally liable for any breach of these provisions by any of its affiliates or subsidiaries. Provided, however, this Section 9.5 shall not apply to Assets retained by Seller because they have been excluded third business day following the date the Company receives such notice from the transaction contemplated by this Agreement pursuant to and in compliance with Executive, but only if the terms Company has not cured the failure during the three-business day period following the Company’s receipt of this Agreementsuch notice.

Non-Compete. SellerFor the consideration provided by TEN SALES under this Agreement, including but not limited to TEN SALES payment of the Base Salary throughout the Employment Period in the event of any termination without Cause, the receipt and all its parent companysufficiency of which is hereby acknowledged by the parties, sister companiesexcept as is set forth below, affiliatesfor a period commencing on the Effective Date and ending on the first anniversary of the end of the Employment Period, (the "Non-Competition Period"), Executive shall not: (i) directly or indirectly, either for himself or any other person, permit his name to be used by, act as consultant or advisor, with respect to services related to the promotion and distribution of adult programming content in the United States (alone or in association with any direct person, firm, corporation or indirect majority owned and controlled subsidiaries other business organization) whether such adult programming content is promoted or affiliatesdistributed by means now known or hereafter discovered including but not limited to the Internet, and subsidiaries agree to foregosatellite systems, cable systems and/or stand alone systems, or, (ii) without limiting the foregoing, directly or indirectly, either for himself or any other person, own, manage, control, materially participate in, invest in, permit his name to be used by, act as consultant or advisor to, or render material services for (alone or in association with any person, firm, corporation or other business organization) or otherwise assist in any manner in any business which is a competitor of TEN SALES' business in the United States at the date that Executive ceases to be employed by TEN SALES (collectively, a "Competitor"); provided, however, that the restrictions set forth above shall terminate (i) top leasing immediately and shall be of no further force or effect in the event of a material default by TEN SALES of the performance of any of the acreage currently covered by any of the Leases during the Restricted Period its material obligations hereunder, which default is not cured within ten (as defined below), 10) days after notice thereof or (ii) purchasingon the date of TEN SALES' last payment to Executive in the event of TEN SALES' termination of Executive without Cause, farming-as provided in or otherwise acquiring, directly or indirectly, during the Restricted Period obligations of TEN SALES in Section 4(A) above. Nothing herein shall prohibit Executive from being a passive owner of not more than five percent (as defined below5%) of any oil and gas leasesthe equity securities of a publicly-traded enterprise which is a competitor of a substantial portion of TEN SALES' business, oil, gas and mineral leases, working interests, production payments, net profits interests, fee mineral interests, royalty interests, overriding royalty interests, non-working and carried interests, reversionary interests, possibilities so long as he has no active participation in the business of reverter, conversion rights and options, operating rights and other interests in land, including, without limitation, any rights and interests in any unit or pooled area, and purchasing of any oil, gas and condensate xxxxx within a radius of one (1) mile from each of the Xxxxx existing as of the Closing Date or within a radius of one (1) mile from the boundaries of each of the Leases (the area described in subparts (i) and (ii) above are collectively referred to as the “Restricted Area”); and (iii) all activities related to exploration, drilling, development, production, marketing and/or selling of hydrocarbons produced from the Restricted Area for a period of one (1) year after the Closing Date (such period commencing on the Closing Date and expiring one (1) year thereafter is referred to as the “Restricted Period”) without the express written consent of Buyerenterprise. Acceptance by Buyer to particular exceptions to this clause will not constitute waiver of this clause. Seller acknowledges that the restrctions and covenants set forth herein constitute valuable consideration for Buyer’s agreement to enter into this Agreement and consummate the transactions contemplated herein, and Buyer would not have entered into this Agreement but for Seller’s agreement to the provisions For purposes of this Section 9.5. It is also agreed that in addition to any other rights or remedies that Buyer have have at law or in equity6, Buyer the term "TEN SALES" shall have the continuing right to specific enforcement include its affiliates, its parent corporations and injunctive relief, to enforce the provisions of this Section 9.5. Seller shall cause its affiliates and subsidiaries to comply with, assume and be bound by the provisions of this Section 9.5, and Seller shall be jointly and severally liable for any breach of these provisions by any of its affiliates or parent corporations' subsidiaries. Provided, however, this Section 9.5 shall not apply to Assets retained by Seller because they have been excluded from the transaction contemplated by this Agreement pursuant to and in compliance with the terms of this Agreement.

Non-Compete. Seller, and all its parent company, sister companies, affiliates, and any direct or indirect majority owned and controlled subsidiaries or affiliates, and subsidiaries agree to forego, directly or indirectly, (ia) top leasing any Each of the acreage currently covered by any of the Leases Sellers agrees that during the Restricted Period (as defined below), (ii) purchasing, farming-in or otherwise acquiring, directly or indirectly, during the Restricted Period (as defined below) of any oil and gas leases, oil, gas and mineral leases, working interests, production payments, net profits interests, fee mineral interests, royalty interests, overriding royalty interests, non-working and carried interests, reversionary interests, possibilities of reverter, conversion rights and options, operating rights and other interests in land, including, without limitation, any rights and interests in any unit or pooled area, and purchasing of any oil, gas and condensate xxxxx within a radius of one (1) mile from each of the Xxxxx existing as of the Closing Date or within a radius of one (1) mile from the boundaries of each of the Leases (the area described in subparts (i) and (ii) above are collectively referred to as the “Restricted Area”); and (iii) all activities related to exploration, drilling, development, production, marketing and/or selling of hydrocarbons produced from the Restricted Area for a period of one (1) year after the Closing Date (such period commencing on the Closing Date and expiring one ending on the third (13rd) year thereafter is referred to as anniversary date of the “Restricted Period”) without the express written consent of Buyer. Acceptance by Buyer to particular exceptions to this clause Closing Date, it will not constitute waiver of this clause. Seller acknowledges that the restrctions and covenants set forth herein constitute valuable consideration for Buyer’s agreement to enter into this Agreement and consummate the transactions contemplated hereinnot, and Buyer would will cause its Affiliates, not have entered into this Agreement but for Seller’s agreement to, engage in any Competing Business. For the purpose hereof, "Competing Business" shall mean any business engaged in developing, manufacturing, regenerating and selling activated carbon, filter aids (diatomaceous earth and perlite products) and cryogenic insulation products and services. (b) It is understood and agreed that: (i) none of the Sellers and their Affiliates shall be deemed to be in default with respect to the provisions foregoing covenant as a result of any investment it may make in no more than twenty percent (20%) of the outstanding share capital or other ownership interests of any Person; (ii) this Section 9.5. It is also agreed that in addition 10.3 shall not be construed to prohibit: (A) any other rights or remedies that Buyer have have of the Sellers and their Affiliates from hereafter acquiring and continuing to own and operate any Person which operate a Competing Business if such operations account for no more than twenty percent (20%) of such entity's consolidated revenues at law or in equity, Buyer shall have the continuing right to specific enforcement time of such acquisition; and injunctive relief, to enforce (B) the provisions of this Section 9.5. Seller shall cause its affiliates and subsidiaries to comply with, assume and be bound by the provisions of this Section 9.5, and Seller shall be jointly and severally liable for any breach of these provisions acquisition by any of the Sellers and their Affiliates (an "Acquiring Person"), in the context of any acquisition, merger, joint venture, asset purchase, or any other business combination (the "Acquisition"), of an ownership interest in a Person which derives more than twenty percent (20%) of its affiliates consolidated revenues from a Competing Business in its most recent fiscal year, as long as the Acquiring Person shall enter into a binding agreement to sell or subsidiaries. Provided, however, divest such Competing Business within twelve (12) months following the closing of the Acquisition; and (iii) this Section 9.5 10.3 shall not apply be construed to Assets retained prohibit the acquisition or ownership, for investment purposes only, by Seller because they have been excluded from any employee savings, retirement, or similar benefit plan of any of the transaction contemplated Sellers and their Affiliates, of any ownership in any company engaged in a Competing Business, provided that the investment decisions in respect of such benefit plan shall be made by independent trustees or independent managers. (c) In the event that the covenants contained in this Agreement pursuant Section 10.3 are more restrictive than permitted by Law, the Parties agree that such covenants shall be enforceable and enforced to and in compliance with the terms of this Agreementfullest extent permitted by Law.

Non-Compete. Notwithstanding anything to the contrary herein, as a material inducement to Buyer to enter into this Agreement, in respect of each Product, except as required to perform their respective obligations under the Ancillary Agreements, the Seller, the other Divesting Entities and all its parent companytheir Affiliates shall not commercially sell or offer for sale, sister companies, affiliates, and any direct or indirect majority owned and controlled subsidiaries or affiliates, and subsidiaries agree to forego, whether directly or indirectlyindirectly through sublicensees, distributors, or other agents, an animal health pharmaceutical product that has nitenpyram as an active pharmaceutical ingredient in the Territory in the Field (i“Restricted Activity” ) top leasing any during the period from the Closing until the third anniversary of the acreage currently covered by any of the Leases during the Restricted Period (as defined below), (ii) purchasing, farming-in or otherwise acquiring, directly or indirectly, during the Restricted Period (as defined below) of any oil and gas leases, oil, gas and mineral leases, working interests, production payments, net profits interests, fee mineral interests, royalty interests, overriding royalty interests, non-working and carried interests, reversionary interests, possibilities of reverter, conversion rights and options, operating rights and other interests in land, including, without limitation, any rights and interests in any unit or pooled area, and purchasing of any oil, gas and condensate xxxxx within a radius of one (1) mile from each of the Xxxxx existing as of the Closing Date or within a radius of one (1) mile from the boundaries of each of the Leases (the area described in subparts (i) and (ii) above are collectively referred to as the “Restricted Area”); and (iii) all activities related to exploration, drilling, development, production, marketing and/or selling of hydrocarbons produced from the Restricted Area for a period of one (1) year after the Closing Date (such period commencing on the Closing Date and expiring one (1) year thereafter is referred to as the “Restricted Period”) without the express written consent of Buyer. Acceptance by Buyer to particular exceptions to this clause will not constitute waiver of this clauseExecution Date. Seller acknowledges that the restrctions and covenants set forth herein constitute valuable consideration for Buyer’s agreement to enter into this Agreement and consummate the transactions contemplated herein, and Buyer would not have entered into this Agreement but for Seller’s agreement to the provisions a violation of this Section 9.55.16 may cause Buyer irreparable harm which may not be adequately compensated for by money damages. It is also agreed Seller therefore agrees that in the event of any actual or threatened violation of this Section 5.16, Buyer shall be entitled, in addition to any other rights or remedies that Buyer have have at law or in equity, Buyer shall have the continuing right to specific enforcement and injunctive reliefit may have, to enforce the provisions seek a temporary restraining order and to seek preliminary and final injunctive relief against Seller or its Affiliates to prevent any violations of this Section 9.55.16, without the necessity of posting a bond. Notwithstanding the foregoing, Seller shall cause and its affiliates and subsidiaries to comply withAffiliates may, assume and be bound by the provisions of without violating this Section 9.55.16, (a) Manufacture animal health pharmaceutical products containing nitenpyram as an active pharmaceutical ingredient and sell such products to customers of their manufacturing business in the Territory to the extent such products are sold solely to customers for subsequent distribution and sale outside of the Territory (provided, that, Seller shall be jointly in violation of this provision if such customers in fact sell such products sold to them by Seller or its Affiliates in the Territory) and severally liable for (b) acquire or combine with (whether through merger, stock purchase, purchase of assets or otherwise) any breach of these provisions Person engaged in any Restricted Activity or continue any Restricted Activities in the Territory that are engaged in by any Person that is acquired by or combined with Seller or any of its affiliates Affiliates after the Execution Date (whether through a merger, consolidation, acquisition or subsidiaries. Provided, however, other business combination) if such Restricted Activities generated less than 10% of such Person’s aggregate consolidated EBITDA in the last completed fiscal year prior to such acquisition or combination and Seller ceases such Restricted Activity during the three year ​ ​ ​ period covered by this Section 9.5 shall not apply 5.16 or uses commercially reasonable efforts to Assets retained by Seller because they have been excluded from the transaction contemplated by this Agreement pursuant to and in compliance with the terms of this Agreementpromptly divest such Restricted Activity.

Non-Compete. SellerHyde further agrees that he will not, for the period commencing on the Effective Date and all its parent companyending on the date five years later, sister companies, affiliates, and any direct be engaged in or indirect majority owned and controlled subsidiaries or affiliates, and subsidiaries agree to foregoconcerned with, directly or indirectly, (i) top leasing any business related to or involved in the retail sale of auto parts to "DIY" customers, or the wholesale or retail sale of auto parts to commercial installers in any state or area in which AZO operates now or shall operate during the term of the acreage currently covered by any non-compete agreement (herein called "Competitor"), as an employee, consultant, beneficial or record owner, partner, joint venturer, officer or agent of the Leases during Competitor. Notwithstanding, an investment by Hyde in an investment partnership or mutual fund whereby Hyde does not own more than five (5%) percent of such partnership or fund and does not or have the Restricted Period (as defined below)right to exercise investment control, (ii) purchasingshall not be considered a breach of this Section 5. The parties acknowledge and agree that the time, farming-in or otherwise acquiringscope, directly or indirectly, during the Restricted Period (as defined below) of any oil and gas leases, oil, gas and mineral leases, working interests, production payments, net profits interests, fee mineral interests, royalty interests, overriding royalty interests, non-working and carried interests, reversionary interests, possibilities of reverter, conversion rights and options, operating rights geographic area and other interests in landprovisions of this Non-Compete section have been specifically negotiated by sophisticated commercial parties and specifically hereby agree that such time, includingscope, without limitationgeographic area and other provisions are reasonable under the circumstances. The parties further agree that if, at any rights and interests in any unit or pooled areatime, and purchasing of any oil, gas and condensate xxxxx within a radius of one (1) mile from each despite the express agreement of the Xxxxx existing as of the Closing Date or within a radius of one (1) mile from the boundaries of each of the Leases (the area described in subparts (i) and (ii) above are collectively referred to as the “Restricted Area”); and (iii) all activities related to explorationparties hereto, drilling, development, production, marketing and/or selling of hydrocarbons produced from the Restricted Area for a period of one (1) year after the Closing Date (such period commencing on the Closing Date and expiring one (1) year thereafter is referred to as the “Restricted Period”) without the express written consent of Buyer. Acceptance by Buyer to particular exceptions to this clause will not constitute waiver of this clause. Seller acknowledges that the restrctions and covenants set forth herein constitute valuable consideration for Buyer’s agreement to enter into this Agreement and consummate the transactions contemplated herein, and Buyer would not have entered into this Agreement but for Seller’s agreement to Hyde violates the provisions of this Section 9.5Non-Compete section and fails to cure such violation within thirty days after him receipt of notice of such violation from AZO, and if AZO attempts to enforce this Agreement and a court of competent jurisdiction holds that any portion of this Non- Compete section is unenforceable for any reason, AZO may cease paying any further Benefits. It is also agreed In the event of breach by Hyde of any provision of this Non-Compete section Hyde acknowledges that such breach will cause irreparable damage to AZO, the exact amount of which will be difficult or impossible to ascertain, and that remedies at law for any such breach will be inadequate. Accordingly, AZO shall be entitled, in addition to any other rights or remedies that Buyer have have at law or existing in equity, Buyer shall have the continuing right to specific enforcement and injunctive reliefits favor, to enforce obtain, without the provisions necessity for any bond or other security, specific performance and/or injunctive relief in order to enforce, or prevent breach of any such provision and AZO shall be entitled to the remedies set forth in the section entitled "Remedies". Further, Hyde agrees not to hire, for himself or any other entity, encourage anyone or entity to hire, or entice away from AZO any full time employee of AZO during the term of this Section 9.5. Seller shall cause its affiliates and subsidiaries to comply with, assume and be bound by non-compete agreement other than current administrative personnel in the provisions of this Section 9.5, and Seller shall be jointly and severally liable for any breach of these provisions by any of its affiliates or subsidiaries. Provided, however, this Section 9.5 shall not apply to Assets retained by Seller because they have been excluded from the transaction contemplated by this Agreement pursuant to and in compliance with the terms of this AgreementChairman's office.

Non-Compete. SellerAt all times during the Employee’s employment with the Company, and all its parent companyfor a period of one year following the Employee’s termination of employment for any reason (the “Non-Compete Period”), sister companies, affiliates, and any direct or indirect majority owned and controlled subsidiaries or affiliates, and subsidiaries agree to foregothe Employee shall not, directly or indirectly, own, manage, control or participate in the ownership, management or control of, or be employed by or act as a consultant to or otherwise be affiliated in any manner with, any “Competitive Business” (as defined below in this Section 6(c)) in the “Restricted Area” (as defined below in this Section 6(c)); provided, that the foregoing shall not prohibit the Employee from (i) top leasing any owning as a passive investment 5% or less of the acreage currently covered outstanding equity of any publicly-traded entity or (ii) commencing employment with a subsidiary, division or unit of any entity that engages in a Competitive Business so long as the Employee and such subsidiary, division or unit does not engage in a Competitive Business. For the purposes of this Agreement only, the capitalized term “Competitive Business” shall mean any business that competes with, or is substantially similar to, the Company. For the purposes of this Agreement only, the capitalized term “Restricted Area” shall mean the United States. Notwithstanding the above, if the Employee’s employment is terminated by any the Company without Cause, by the Employee for Good Reason or as a result of the Leases Company’s non-renewal of this Agreement pursuant to Section 2 hereof, and any portion of the Non-Compete Period is during a period in which the Restricted Period Employee is not subject to a noncompetition restriction under the Purchase Agreement, the Company shall pay to the Employee, in addition to the other amounts or benefits required to be paid or provided hereunder, the “Non-Compete Compensation” (as defined below), (ii) purchasing, farming-in or otherwise acquiring, directly or indirectly, during the Restricted Period (as defined below) of any oil and gas leases, oil, gas and mineral leases, working interests, production payments, net profits interests, fee mineral interests, royalty interests, overriding royalty interests, non-working and carried interests, reversionary interests, possibilities of reverter, conversion rights and options, operating rights and other interests in land, including, without limitation, any rights and interests in any unit or pooled area, and purchasing of any oil, gas and condensate xxxxx within a radius of one (1) mile from each of the Xxxxx existing as of the Closing Date or within a radius of one (1) mile from the boundaries of each of the Leases (the area described in subparts (i) and (ii) above are collectively referred to as the “Restricted Area”); and (iii) all activities related to exploration, drilling, development, production, marketing and/or selling of hydrocarbons produced from the Restricted Area for a period of one (1) year after the Closing Date (such period commencing on the Closing Date and expiring one (1) year thereafter is referred to as the “Restricted Period”) without the express written consent of Buyer. Acceptance by Buyer to particular exceptions to this clause will not constitute waiver of this clause. Seller acknowledges that the restrctions and covenants set forth herein constitute valuable consideration for Buyer’s agreement to enter into this Agreement and consummate the transactions contemplated herein, and Buyer would not have entered into this Agreement but for Seller’s agreement to the provisions of this Section 9.5. It is also agreed that in addition to any other rights or remedies that Buyer have have at law or in equity, Buyer shall have the continuing right to specific enforcement and injunctive relief, to enforce the provisions of this Section 9.5. Seller shall cause its affiliates and subsidiaries to comply with, assume and be bound by the provisions of this Section 9.5, and Seller shall be jointly and severally liable for any breach of these provisions by any of its affiliates or subsidiaries. Providedprovided, however, the Company may, in its sole discretion elect to not pay the Employee the Non-Compete Compensation in which case the Employee shall not be subject to the restrictions set forth in this Section 9.5 6(c). The “Non-Compete Compensation" shall be an amount equal to the Employee’s Annual Bonus paid in respect of services performed for the year prior to the Termination Date (but in no event less than $1,000,000), pro-rated for the portion of the post-termination Non-Compete Period that does not apply to Assets retained by Seller because they have been excluded from the transaction contemplated by this Agreement pursuant to and in compliance overlap with the terms of this period during which the Employee is subject to a non-competition restriction under the Purchase Agreement.

Non-Compete. Seller, (a) The Corporation and all its parent company, sister companies, affiliates, and any direct or indirect majority owned and controlled subsidiaries or affiliates, and subsidiaries agree to forego, directly or indirectly, the Executive acknowledge that: (i) top leasing any the Corporation has a special interest in and derives significant benefit from the unique skills and experience of the acreage currently covered by any of Executive; (ii) the Leases during the Restricted Period Executive will use and have access to proprietary and valuable Confidential Information (as defined below), (iiin Section 3.2 hereof) purchasing, farming-in or otherwise acquiring, directly or indirectly, during the Restricted Period (as defined below) of any oil and gas leases, oil, gas and mineral leases, working interests, production payments, net profits interests, fee mineral interests, royalty interests, overriding royalty interests, non-working and carried interests, reversionary interests, possibilities of reverter, conversion rights and options, operating rights and other interests in land, including, without limitation, any rights and interests in any unit or pooled area, and purchasing of any oil, gas and condensate xxxxx within a radius of one (1) mile from each course of the Xxxxx existing as of the Closing Date or within a radius of one (1) mile from the boundaries of each of the Leases (the area described in subparts (i) and (ii) above are collectively referred to as the “Restricted Area”)Executive’s employment; and (iii) all activities related the agreements and covenants contained herein are essential to explorationprotect the business and goodwill of the Corporation or any of its subsidiaries, drillingaffiliates or licensees. Accordingly, developmentexcept as hereinafter noted, productionthe Executive covenants and agrees that during the Term, marketing and/or selling of hydrocarbons produced from and for the Restricted Area for a period of one twelve (112) year after months following the Closing Date termination of Executive’s employment (such period commencing on the Closing Date and expiring one (1) year thereafter is referred to as the “Restricted Period”) without for any reason, the express Executive shall not provide any labor, work, services or assistance (whether as an officer, director, employee, partner, agent, owner, independent contractor, consultant, stockholder or otherwise) to a “Competing Business.” For purposes hereof, “Competing Business” shall mean any business engaged in designing, manufacturing, marketing or distributing rugged personal computer devices, including but not limited to tablet PC’s, notebooks and laptops or such other types of products as are offered by the Corporation or that were in active development to be offered by the Corporation and for which significant Corporation resources were dedicated within the twelve (12) month period preceding Executive’s termination date. Notwithstanding the foregoing, not sooner than six (6) months following the termination date, Executive may, with the prior written consent of Buyer. Acceptance the Corporation and following assurances from Executive that are satisfactory to the Company in its reasonable discretion, commence work for a Competing Business with a diversified product line provided that he may not be directly or indirectly involved in any way with any division or unit that is engaged in designing, manufacturing, marketing or distributing the types of products as are offered by Buyer the Corporation or that were in active development to particular exceptions to be offered by the Corporation and for which significant Corporation resources were dedicated within the twelve (12) month period preceding Executive’s Separation. (b) In consideration of all of the compensation provisions in this clause will not constitute waiver of this clause. Seller acknowledges that the restrctions and covenants set forth herein constitute valuable consideration for Buyer’s agreement to enter into this Agreement and consummate the transactions contemplated hereinAgreement, and Buyer would not have entered into this Agreement but for Seller’s agreement Executive agrees to the provisions of this Section 9.5. It is 3.1 and also agreed agrees that in addition to any other rights or remedies that Buyer have have at law or in equity, Buyer shall have the continuing right to specific enforcement non-competition obligations imposed herein are fair and injunctive relief, to enforce reasonable under all the provisions of this Section 9.5. Seller shall cause its affiliates and subsidiaries to comply with, assume and be bound by the provisions of this Section 9.5, and Seller shall be jointly and severally liable for any breach of these provisions by any of its affiliates or subsidiaries. Provided, however, this Section 9.5 shall not apply to Assets retained by Seller because they have been excluded from the transaction contemplated by this Agreement pursuant to and in compliance with the terms of this Agreementcircumstances.

Non-Compete. Seller(a) For a period of 24 months after the Effective Date, Publisher shall not, and all shall cause its parent company, sister companies, affiliates, and any direct or indirect majority owned and controlled subsidiaries or affiliates, and subsidiaries agree to foregoAffiliates not to, directly or indirectly, indirectly (i) top leasing any in the United States, engage in the business of providing a national searchable online resource to individuals seeking residential or multifamily rental housing through internet websites or selling or providing advertising products and services through such websites to third parties substantially equivalent to the acreage currently covered by any of Products (the Leases during the “Restricted Period (as defined belowBusiness”), which are substantially similar to those listed on Schedule IV attached hereto or (ii) purchasingpublish a graphical or text-based elements with associated HTML code on an Affiliate Web Site of an Affiliate, farming-which when selected by a User, will navigate such User to either (A) an Affiliate Web Page containing a search interface accessible to Users which will permit such Users to enter certain criteria to search residential rental property listings and which will send Users to a listings search results page hosted by or on behalf of a Restricted Business or (B) directly to a web page maintained by or on behalf of a Restricted Business. (b) For the avoidance of doubt, and without in or otherwise acquiringany way expanding the scope of the restriction set forth in Section 8.1(a), the Publisher and each of its Affiliates shall not be restricted under Section 8.1 from: (i) directly or indirectly, during the Restricted Period (as defined below) indirectly selling advertisements of any oil and gas leases, oil, gas and mineral leases, working interests, production payments, net profits interests, fee mineral interests, royalty interests, overriding royalty interests, non-working and carried interests, reversionary interests, possibilities of reverter, conversion rights and options, operating rights and other interests type in landprinted form, including, without limitation, advertisements for residential or multifamily rental housing; (ii) publishing versions of print advertisements sold by any rights and interests such Affiliate for online display on its associated Affiliate Web Site of any type, including, without limitation, advertisements for residential or multifamily rental housing, provided that such print advertisements are not provided by or sold on behalf of a Restricted Business; (iii) directly or indirectly engaging in any unit or pooled area, and purchasing of any oil, gas and condensate xxxxx within a radius of one (1) mile from each of the Xxxxx existing businesses (other than the Business) conducted by Publisher or any of its Affiliates as of the Closing Date or within Effective Date; (iv) the sale of banner advertisements and display advertisements by any such Affiliate in the ordinary course of such Affiliate’s business consistent with past practice, other than banner advertisements and display advertisements for a radius Restricted Business; (v) the sale and resale of one (1) mile from remnant banner and display advertising inventory on Affiliate Web Sites in the boundaries ordinary course of each such Affiliate’s business, consistent with Affiliate’s practice as of the Leases (Effective Date; provided, that the area described in subparts (i) Affiliate shall use commercially reasonable efforts to direct the third party purchasing and (ii) above are collectively referred reselling such remnant inventory to as prevent the “Restricted Area”); and (iii) all activities related to exploration, drilling, development, production, marketing and/or selling serving of hydrocarbons produced from the Restricted Area advertisements for a period Restricted Business; (vi) making any such Affiliate’s classified advertisements for residential or multifamily housing sold by any such Affiliate generally searchable by Users on its associated Affiliated Web Site, other than classified advertisements for residential or multifamily housing provided by or sold on behalf of one a Restricted Business; (1vii) year after the Closing Date (such period commencing adding additional links on the Closing Date and expiring one (1) year thereafter is referred to as the “Restricted Period”) without the express written consent of Buyer. Acceptance by Buyer to particular exceptions to this clause will not constitute waiver of this clause. Seller acknowledges that the restrctions and covenants set forth herein constitute valuable consideration Affiliate Web Sites for Buyer’s agreement to enter into this Agreement and consummate the transactions contemplated herein, and Buyer would not have entered into this Agreement but classified advertisements for Seller’s agreement to the provisions of this Section 9.5. It is also agreed that in addition to any other rights residential or remedies that Buyer have have at law or in equity, Buyer shall have the continuing right to specific enforcement and injunctive relief, to enforce the provisions of this Section 9.5. Seller shall cause its affiliates and subsidiaries to comply with, assume and be bound multifamily housing sold by the provisions of this Section 9.5relevant Affiliate, and Seller shall be jointly and severally liable other than links to or for any breach of these provisions by any of its affiliates or subsidiaries. Provided, however, this Section 9.5 shall not apply to Assets retained by Seller because they have been excluded from the transaction contemplated by this Agreement pursuant to and in compliance with the terms of this Agreement.a Restricted Business;

Non-Compete. SellerIn connection with the execution of the Cxxx Holdings Merger Agreement, Cxxx agreed to comply with the non-competition and all its parent companynon-solicitation of employees, sister companies, affiliates, clients and any direct or indirect majority owned investors restrictions set forth on Annex C to the Cxxx Holdings Merger Agreement (“Annex C”). In furtherance of the foregoing: a. Xxxx hereby acknowledges and controlled subsidiaries or affiliates, and subsidiaries agree to forego, directly or indirectly, confirms that (i) top leasing any he is, and following the consummation of the acreage currently covered ARCP Transaction will remain, subject to the restrictions set forth on Annex C (as modified by any Section 9(b) below) through the end of the Leases during the Restricted Period (as defined modified by Section 9(b) below), and (ii) purchasing, farming-in or otherwise acquiring, directly or indirectly, during Parent will have the right to enforce the terms of Annex C (as modified by Section 9(b) below) following the consummation of the ARCP Transaction until the end of the Restricted Period (as defined modified by Section 9(b) below) to the same extent such provisions would be enforceable by the Company if the ARCP Transaction did not occur. b. Notwithstanding anything contained in Annex C, Cxxx hereby agrees that from and after the effective time of the ARCP Transaction: i. all references to “Parent” in Annex C shall be deemed to be references to Cxxx Real Estate Investments, Inc. and American Realty Capital Properties, Inc. and their respective subsidiaries; ii. the definition of “Competing Business” set forth in Annex C shall be amended to read as follows: “any oil business which is substantially and gas leasesmaterially engaged (i) as a broker-dealer, oila substantial portion of whose business involves raising funds in a wholesale distribution capacity or involves other activities that are competitive in any material respect with the activities of Parent or any of its Affiliates, gas and mineral leases(ii) in the sponsoring, working interestspurchasing, production paymentsmanaging, net profits interestsadvising, fee mineral interestsfinancing, royalty interestsleasing, overriding royalty interestsselling or wholesaling of, or raising capital for, investment funds, traded or non-working and carried intereststraded real estate investment trusts, reversionary interestsor other pooled investment vehicles, possibilities of reverterin each case, conversion rights and optionsestablished primarily to invest in commercial real estate properties (each, operating rights and other interests in land, including, without limitation, any rights and interests a “Competing Activity”) or (iii) in any unit other investment or pooled area, business activity which is material to Parent and purchasing of any oil, gas and condensate xxxxx within a radius of one (1) mile from each of the Xxxxx existing which Parent is engaged in as of the Closing Date date the Holdings Stockholder proposes to engage in or within take a radius of one (1) mile from financial interest in the boundaries of each of the Leases (the area described in subparts (i) and (ii) above are collectively referred applicable business, provided that such activity was material to as the “Restricted Area”); and (iii) all activities related to exploration, drilling, development, production, marketing and/or selling of hydrocarbons produced from the Restricted Area for a period of one (1) year after the Closing Date (such period commencing Parent on the Closing Date and expiring one (1) year thereafter is referred to as date on which the Holdings Stockholder’s employment with Parent terminated”; iii. the definition of “Restricted Period”) without ” set forth in Annex C shall be amended to read as follows: “the express written consent of Buyer. Acceptance by Buyer to particular exceptions to this clause will not constitute waiver of this clause. Seller acknowledges five (5)-year period from and after the date that the restrctions ARCP Transaction (as defined in the letter agreement dated as of October 22, 2013 between the Holdings Stockholder and covenants set forth herein constitute valuable consideration for Buyer’s agreement to enter into this Agreement and consummate the transactions contemplated hereinAmerican Realty Capital Properties, and Buyer would not have entered into this Agreement but for Seller’s agreement to the provisions of this Section 9.5. It Inc.) is also agreed that in addition to any other rights or remedies that Buyer have have at law or in equity, Buyer shall have the continuing right to specific enforcement and injunctive relief, to enforce the provisions of this Section 9.5. Seller shall cause its affiliates and subsidiaries to comply with, assume and be bound by the provisions of this Section 9.5, and Seller shall be jointly and severally liable for any breach of these provisions by any of its affiliates or subsidiaries. Provided, however, this Section 9.5 shall not apply to Assets retained by Seller because they have been excluded from the transaction contemplated by this Agreement pursuant to and in compliance with the terms of this Agreement.consummated”; and

Non-Compete. Seller(a) The Buyer requires, and all as a condition to its parent company, sister companies, affiliates, and any direct or indirect majority owned and controlled subsidiaries or affiliates, and subsidiaries agree to forego, directly or indirectly, (i) top leasing any purchase of the acreage currently covered by any Shares and in order to preserve the value thereof, that the Sellers agree not to compete with the Company in the decorative apparel business in accordance with the terms of this Section 5.6. In consideration of the Leases during foregoing, the Restricted Period (as defined below)Sellers agree that, (ii) purchasing, farming-in or otherwise acquiring, directly or indirectly, during for the Restricted Period (as defined below) of any oil and gas leases, oil, gas and mineral leases, working interests, production payments, net profits interests, fee mineral interests, royalty interests, overriding royalty interests, non-working and carried interests, reversionary interests, possibilities of reverter, conversion rights and options, operating rights and other interests in land, including, without limitation, any rights and interests in any unit or pooled area, and purchasing of any oil, gas and condensate xxxxx within a radius of one (1) mile from each of the Xxxxx existing as of the Closing Date or within a radius of one (1) mile from the boundaries of each of the Leases (the area described in subparts (i) and (ii) above are collectively referred to as the “Restricted Area”); and (iii) all activities related to exploration, drilling, development, production, marketing and/or selling of hydrocarbons produced from the Restricted Area for a period of one (1) year after the Closing Date (such period commencing on the Closing Date and expiring one ending on the second anniversary of the Closing Date (1) year thereafter is referred to as the “Restricted Non-Compete Period”) without ), the express written consent Sellers shall not, and shall not cause or permit any of Buyer. Acceptance by Buyer their direct and indirect holders of any equity interest therein and existing and future Affiliates to, directly or indirectly, own, manage, operate or control, or engage in, join or participate in the ownership, management, operation or control of or furnish any capital to particular exceptions to this clause will not constitute waiver or be connected in any way with, or assist or participate with any other Person in the taking of this clause. Seller acknowledges such actions with respect to, any Person or business that competes, directly or indirectly with the Company in the decorative apparel business in any of the geographic areas where the Business is conducted as of the Closing Date; provided, however, that the restrctions foregoing shall not be deemed to prohibit the Sellers or any of their Affiliates from (i) selling, publishing or distributing books or other media related to T-Shirt printing and the T-Shirt printing industry and (ii) owning not more than two percent (2%) of the outstanding securities of any Person if such securities are listed on a national or international securities exchange or traded on the over-the-counter market. (b) The parties hereto recognize that the laws and public policies of the various States of the United States of America may differ as to the validity and enforceability of covenants similar to those set forth herein constitute valuable consideration for Buyer’s agreement to enter into in this Agreement and consummate Section 5.6 . It is the transactions contemplated herein, and Buyer would not have entered into this Agreement but for Seller’s agreement to intention of the parties that the provisions of this Section 9.5. It is also agreed 5.6 be enforced to the fullest extent permissible under the laws and policies of each jurisdiction in which enforcement may be sought, and that in addition the unenforceability (or the modification to conform to such laws or policies) of any other rights provisions of Section 5.6 shall not render unenforceable or remedies that Buyer have have at law or in equity, Buyer shall have impair the continuing right to specific enforcement and injunctive relief, to enforce remainder of the provisions of this Section 9.55.6. Seller shall cause its affiliates Accordingly, if at the time of enforcement of any provision of Section 5.6, a court of competent jurisdiction holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographic area reasonable under such circumstances will be substituted for the stated period, scope or geographical area and subsidiaries to comply with, assume and be bound by the provisions of this Section 9.5, and Seller that such court shall be jointly allowed to revise the restrictions contained herein to cover the maximum period, scope and severally liable for any breach of these provisions geographical area permitted by any of its affiliates or subsidiaries. Provided, however, this Section 9.5 shall not apply to Assets retained by Seller because they have been excluded from the transaction contemplated by this Agreement pursuant to and in compliance with the terms of this Agreementlaw.

Non-Compete. Seller(a) Subject to the exclusions, exceptions and all its parent companylimitations expressly set forth in this Agreement, sister companies, affiliates, during the term of this Agreement (and any direct extensions or indirect majority owned and controlled subsidiaries or affiliatesrenewals thereof), and subsidiaries agree Publisher agrees that, other than as provided in this Agreement, neither Publisher nor any of its Affiliates, other than any entity as to forego, which neither Publisher nor Publisher’s ultimate parent directly or indirectlyindirectly possess the sole legal or contractual right to cause such entity to enter into contractual arrangements, shall directly or indirectly engage in, own, manage, operate, share any revenues of, have any profit or other equity interest in any business or entity (other than pursuant to this Agreement or by ownership of less than 40 percent of the outstanding vote or value of a corporation whose securities are publicly traded) that engages in the business of producing, publishing, marketing, selling or distributing (or selling advertising for inclusion in) any tangible media Directory Products that (i) top leasing consist principally of listings and classified advertisements for subscribers in the Service Areas, taken as a whole, and (ii) are directed primarily at end users in the Service Areas, taken as a whole; provided that Publisher may produce, publish or distribute (and sell advertising for inclusion in) specialty guides or directories (e.g., niche, ethnic and new movers guides), so long as (in any such case) such products do not materially compete with and are not significant substitutes for any White Pages or Yellow Pages; provided further that if this Agreement is terminated with respect to any Service Area, the obligations and restrictions of this Section 3.13 shall then no longer apply with respect to such Service Area. Notwithstanding the foregoing, if Publisher acquires an entity or business that is engaged in operations that cause Publisher to otherwise be in violation of this Section 3.13, Publisher shall not be deemed to be in violation of this Section 3.13 if Publisher is in good faith attempting to rebrand as Spinco-branded or divest or otherwise terminate the production, publication and distribution of the competing directories and rebrands as Spinco-branded or divests or otherwise terminates the production, publication and distribution of such competing directories within 12 months acquiring such entity or business. Any material breach of this Section 3.13 shall constitute a Material Default by Publisher. (b) In the event of a termination of this Agreement pursuant to Section 6.2 (in its entirety or with respect to any Service Area, as the case may be), Publisher and its Affiliates shall be prohibited from including on the cover or spine of any print directory primarily distributed in the affected Service Areas or the cover, home page or similar feature of any non-print directory primarily directed at persons or businesses within the affected Service Areas any name or brand (other than the name or brand of the ILEC in the applicable Service Area) that is identified with the provision of Telecommunication Services or Video Services. The restriction under this Section 3.13(b) shall continue until the earlier of (y) the fifth anniversary of the date of such termination of this Agreement and (z) November 17, 2036. (c) None of Publisher or any of its Affiliates shall be deemed to have violated this Section 3.13 with respect to marketing and sales by non-employee sales agents if Publisher or its Affiliate, as the acreage currently covered case may be, uses its respective commercially reasonable efforts, including establishing reasonable procedures, to restrict the activities of their respective agents and other distribution parties that are marketing Publisher directory products and services on an exclusive basis (e.g., the agents do not represent any other provider of directory products and services) from engaging in any activities prohibited by this Section 3.13. (d) Nothing contained in this Section 3.13 shall restrict any Affiliate of Publisher to the Leases during the Restricted Period extent that such Affiliate (as defined below)i) is not operated jointly with, under common management with or does not share facilities, sales personnel or other key employees with Publisher, (ii) purchasingis not consolidated financially with Publisher, farming-in or otherwise acquiring, directly or indirectly, during the Restricted Period (as defined below) of any oil and gas leases, oil, gas and mineral leases, working interests, production payments, net profits interests, fee mineral interests, royalty interests, overriding royalty interests, non-working and carried interests, reversionary interests, possibilities of reverter, conversion rights and options, operating rights and other interests in land, including, without limitation, any rights and interests in any unit or pooled area, and purchasing of any oil, gas and condensate xxxxx within a radius of one (1) mile from each of the Xxxxx existing as of the Closing Date or within a radius of one (1) mile from the boundaries of each of the Leases (the area described in subparts (i) and (ii) above are collectively referred to as the “Restricted Area”); and (iii) all activities related to exploration, drilling, development, production, marketing and/or selling of hydrocarbons produced from the Restricted Area for a period of one (1) year after the Closing Date (such period commencing on the Closing Date and expiring one (1) year thereafter is referred to as the “Restricted Period”) without the express written consent of Buyer. Acceptance by Buyer to particular exceptions to this clause will not constitute waiver of this clause. Seller acknowledges that the restrctions and covenants set forth herein constitute valuable consideration for Buyer’s agreement to enter into this Agreement and consummate the transactions contemplated herein, and Buyer would does not have entered into this Agreement but for Seller’s agreement to the provisions of this Section 9.5. It is also agreed that in addition a product bundling or similar joint venture or strategic alliances agreement, arrangement or product offering with Publisher with respect to any other rights or remedies that Buyer have have at law or in equity, Buyer shall have the continuing right to specific enforcement and injunctive relief, to enforce the provisions of this Section 9.5. Seller shall cause its affiliates and subsidiaries to comply with, assume and be bound by the provisions of this Section 9.5, and Seller shall be jointly and severally liable for any breach of these provisions by any of its affiliates or subsidiaries. Provided, however, this Section 9.5 shall not apply to Assets retained by Seller because they have been excluded from the transaction contemplated activities prohibited by this Agreement pursuant to and in compliance with the terms of this Agreement.Section

Non-Compete. Sellera. During the term of this Agreement, except through the Company and JV France, neither party shall directly or indirectly as an individual proprietor, partner, stockholder, officer, employee, director, joint venturer, investor, lender, or in any other capacity whatsoever (other than as the holder of not more than one percent (1%) of the total outstanding stock of a publicly held company), engage in the Territory in the business of developing, producing, marketing or selling products or services related to hair removal or skin rejuvenation, provided, however, that such persons shall not be restricted in the continuation of their activities in the field of hairdressing and the ownership, operation, franchising, licensing and management of beauty salons, including the supply, sale or use in such salons of non-light source, non-electrolysis hair removal and skin rejuvenation products and/or services. b. If the Company is dissolved pursuant to section 10.01(a) above, or if JDM's interest in the Company is acquired by ThermoLase pursuant to Article IX, then for a period of two years after the filing of the Articles of Dissolution pursuant to section 10.04 of this Operating Agreement, JDM will not, and all will cause its parent stockholders not to, directly or indirectly as an individual proprietor, partner, stockholder, officer, employee, 29PAGE director, joint venturer, investor, lender, or in any other capacity whatsoever (other than as the holder of not more than one percent (1%) of the total outstanding stock of a publicly held company), sister companiesengage in the Territory in the business of developing, affiliatesproducing, marketing or selling products or services related to hair removal or skin rejuvenation, provided, however, that such persons shall not be restricted in the continuation of their activities in the field of hairdressing and the ownership, operation, franchising, licensing and management of beauty salons, including the supply, sale or use in such salons of non-light source, non-electrolysis hair removal and skin rejuvenation products and/or services. c. If the Company is dissolved pursuant to section 10.01(a)(vi) as a result of the bankruptcy of or other similar event affecting ThermoLase, or pursuant to section 10.01(a)(v) as a result of a failure of ThermoLase to fulfil its obligations, or if ThermoLase's interest in the Company is acquired by JDM pursuant to Article IX, then for a period of two years after the filing of the Articles of Dissolution pursuant to section 10.04 of this Operating Agreement, ThermoLase will not, and any direct or indirect majority owned will cause its corporate parent and controlled subsidiaries or affiliates, and subsidiaries agree to foregosubsidiary companies not to, directly or indirectly, (i) top leasing enter into a business partnership, joint venture, cooperative marketing arrangement or collaboration in the Territory with a person or company involved in the business of owning or operating hairdressing or skin care salons for the purpose of developing, producing, marketing or selling products or services related to laser-based hair removal or laser-based skin rejuvenation. d. If any of the acreage currently covered restriction set forth in this section 10.07 is found by any court of the Leases during the Restricted Period (as defined below), (ii) purchasing, farming-in or otherwise acquiring, directly or indirectly, during the Restricted Period (as defined below) of any oil and gas leases, oil, gas and mineral leases, working interests, production payments, net profits interests, fee mineral interests, royalty interests, overriding royalty interests, non-working and carried interests, reversionary interests, possibilities of reverter, conversion rights and options, operating rights and other interests in land, including, without limitation, any rights and interests in any unit or pooled area, and purchasing of any oil, gas and condensate xxxxx within a radius of one (1) mile from each of the Xxxxx existing as of the Closing Date or within a radius of one (1) mile from the boundaries of each of the Leases (the area described in subparts (i) and (ii) above are collectively referred competent jurisdiction to as the “Restricted Area”); and (iii) all activities related to exploration, drilling, development, production, marketing and/or selling of hydrocarbons produced from the Restricted Area be unenforceable because it extends for too long a period of one (1) year after time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the Closing Date (maximum period of time, range of activities or geographic area as to which it may be enforceable. e. The restrictions contained in this section 10.07 are necessary for the protection of the business and goodwill of the parties and are considered by the parties to be reasonable for such period commencing on the Closing Date and expiring one (1) year thereafter is referred to as the “Restricted Period”) without the express written consent of Buyerpurpose. Acceptance Each party agrees that any breach by Buyer to particular exceptions to this clause will not constitute waiver it of this clause. Seller acknowledges that section 10.07 will cause the restrctions other party substantial and covenants set forth herein constitute valuable consideration for Buyer’s agreement to enter into this Agreement and consummate irrevocable damage and, therefore, in the transactions contemplated hereinevent of any such breach, and Buyer would not have entered into this Agreement but for Seller’s agreement to the provisions of this Section 9.5. It is also agreed that in addition to any such other rights or remedies that Buyer have have at law or in equitywhich may be available, Buyer the non-breaching party shall have the continuing right to seek specific enforcement performance and injunctive relief, to enforce the provisions of this Section 9.5. Seller shall cause its affiliates and subsidiaries to comply with, assume and be bound by the provisions of this Section 9.5, and Seller shall be jointly and severally liable for any breach of these provisions by any of its affiliates or subsidiaries. Provided, however, this Section 9.5 shall not apply to Assets retained by Seller because they have been excluded from the transaction contemplated by this Agreement pursuant to and in compliance with the terms of this Agreement.

Non-Compete. SellerExcept pursuant to this Agreement: (i) Neither Party nor its Affiliates shall, and all at any time during the Term, either on its parent company, sister companies, affiliates, and own behalf or through any direct Affiliate or indirect majority owned and controlled subsidiaries or affiliates, and subsidiaries agree to foregoThird Party, directly or indirectlyindirectly make, market, promote, sell, offer for sale, import, export or otherwise Commercialize any (a) Competitive Product in the Licensed Field, or (b) any other formulations of the Compound, or in-license or otherwise acquire any product that is a Competitive Product or other formulation of the Compound, in the Licensed Field anywhere in the Territory. (ii) As used in this Agreement, “Competitive Product” means, other than the Product, any pharmaceutical product having a primary mechanism of action (or in the case of a combination product, any component of such combination product having as its primary mechanism of action) through the inhibition of poly ADP ribose polymerase, whether currently marketed or in development, that is labeled, advertised, marketed, promoted or intended for use in the Licensed Field. (iii) Notwithstanding Section 2.1(d) above, if a Change of Control occurs with respect to a Party and, in each case, the Acquiror (or any of such Acquiror’s then-existing Affiliates) already has, or the acquired assets contain, as applicable, a program that existed prior to the Change of Control that would otherwise violate Section 2.1(d) above at the time of such Change of Control (a “Business Program”), then such Acquiror (or such Acquiror’s Affiliate) or such Party, as applicable, shall be permitted to continue such Business Program after the closing of such Change of Control and such continuation shall not constitute a violation of 2.1(d) above provided that (i) top leasing any none of the acreage currently covered by any of Licensed Technology licensed under this Agreement shall be used in the Leases during the Restricted Period (as defined below)Business Program, (ii) purchasing, farming-in or otherwise acquiring, directly or indirectly, during the Restricted Period (as defined below) of any oil and gas leases, oil, gas and mineral leases, working interests, production payments, net profits interests, fee mineral interests, royalty interests, overriding royalty interests, non-working and carried interests, reversionary interests, possibilities of reverter, conversion rights and options, operating rights and other interests in land, including, without limitation, any rights and interests in any unit or pooled area, and purchasing of any oil, gas and condensate xxxxx within a radius of one (1) mile from each of the Xxxxx existing as of the Closing Date or within a radius of one (1) mile from the boundaries of each of the Leases (the area described in subparts (i) and (ii) above are collectively referred the research or development activities required under this Agreement shall be segregated from any research or development activities directed to as such Business Program, including the “Restricted Area”); maintenance of separate lab notebooks and records (iiipassword-protected to the extent kept on a computer network) all and the use of separate personnel to perform the activities related to exploration, drilling, development, production, marketing and/or selling of hydrocarbons produced from the Restricted Area for a period of one (1) year after the Closing Date (such period commencing on the Closing Date and expiring one (1) year thereafter is referred to as the “Restricted Period”) without the express written consent of Buyer. Acceptance by Buyer to particular exceptions to this clause will not constitute waiver of this clause. Seller acknowledges that the restrctions and covenants set forth herein constitute valuable consideration for Buyer’s agreement to enter into under this Agreement and consummate the transactions contemplated hereinactivities covered under such Business Program. The Party undergoing the Change of Control shall adopt reasonable procedures to limit the dissemination of the other Party’s Confidential Information to only those personnel having a need to know such Confidential Information in order for such Party or the Acquiror, as applicable, to perform its obligations or to exercise its rights under this Agreement, including adopting reasonable procedures and policies that prohibit and limit the use and disclosure of such Confidential Information in a competitive manner against the other Party and its Affiliates, and Buyer would not have entered into this Agreement but for Seller’s agreement adopting reasonable procedures and policies that prohibit or limit such Confidential Information from being disclosed to the provisions of this Section 9.5. It or used by any Person who is also agreed that in addition to working on or making scientific, intellectual property or commercial decisions regarding the Competitive Product at the time of receipt or use of any other rights such Confidential Information, or remedies that Buyer have have at law within three (3) years following receipt or in equity, Buyer shall have the continuing right to specific enforcement and injunctive relief, to enforce the provisions use of this Section 9.5. Seller shall cause its affiliates and subsidiaries to comply with, assume and be bound by the provisions of this Section 9.5, and Seller shall be jointly and severally liable for any breach of these provisions by any of its affiliates or subsidiaries. Provided, however, this Section 9.5 shall not apply to Assets retained by Seller because they have been excluded from the transaction contemplated by this Agreement pursuant to and in compliance with the terms of this Agreementsuch Confidential Information.

Non-Compete. Seller12.2.1 As a significant inducement to Buyer to enter into and to perform its obligations under this Agreement, Seller and all its parent companyXxxxxx X. Xxxxxx ("Cheris") agree that, sister companiesfor a period of five (5) years (which period shall be extended during any period of noncompliance) after the Closing Date (the "Non-Competition Period"), affiliates, and any direct or indirect majority owned and controlled subsidiaries or affiliates, and subsidiaries agree to foregothey shall not, directly or indirectly, for their own benefit or for the benefit of any other Person, engage in, own, manage, control or participate or maintain any interest in any business or entity engaged in any way in the business of the manufacture or distribution in North America of consumer plastic storage products competitive with the Product Line or of plastic storage products that are substantially similar to the Products (iwhether such substantially similar plastic storage products are sold through consumer or office channels of distribution); provided, however, that, notwithstanding the foregoing, the exploitation of the Retained Tools by Seller (limited, however, to the manufacture of products for the office products market (including office product superstores, office product and stationery departments of membership warehouse clubs, and traditional office product channels of distribution) top leasing using the Retained Tools and the marketing, distribution and sale thereof to the office product market as part of Seller's Business) is not prohibited by and shall not constitute a breach of this Section 12.2.1; and provided further that the parties mutually acknowledge and agree that Seller's "MediaWorx" and "Desktop Tools" product lines, as more specifically described in Schedule 12.2.1 attached hereto, including the media storage products and the filing, accessory and sorting products (and any products substantially similar thereto) now or hereafter included therein, do not constitute consumer plastic storage products, are not competitive with the Product Line and are not substantially similar to the Products; and provided further that the parties mutually acknowledge and agree that a sale of Seller's Business, in whole or in part, or of any of the acreage currently covered assets thereof to a third party purchaser not directly or indirectly affiliated with Cheris, and the ownership of such business or assets thereafter by any such third party purchaser, is not prohibited by and shall not constitute a breach of this Section 12.2.1, regardless of the Leases during identity or business of such purchaser. For purposes of this Section 12.2.1, subject to the Restricted Period foregoing provisos, a product will be deemed to be competitive with the Product Line if it is a plastic storage product sold through traditional consumer or mass merchandising channels of distribution (as defined below), (ii) purchasing, farming-in or otherwise acquiring, directly or indirectly, during the Restricted Period (as defined below) of any oil and gas leases, oil, gas and mineral leases, working interests, production payments, net profits interests, fee mineral interests, royalty interests, overriding royalty interests, non-working and carried interests, reversionary interests, possibilities of reverter, conversion rights and options, operating rights and other interests in land, includingsuch as, without limitation, any rights K Mart, WalMart and interests in any unit Target). 12.2.2 Neither party to this Agreement shall, prior to or pooled area, and purchasing of any oil, gas and condensate xxxxx within a radius of one (1) mile from each of during the Xxxxx existing as of the Closing Date or within a radius of one (1) mile from the boundaries of each of the Leases (the area described in subparts Non-Competition Period: (i) directly or indirectly (x) induce or assist any Person in any way to induce, any current or future employee of the other party to leave its employ or (y) hire or assist any Person in any way to hire any current or future employee of the other party (provided, however, that Buyer may offer employment following the date hereof for employment after Closing to Xxxx Xxxxxxx, and Seller will not attempt to dissuade him from accepting any such offer); or (ii) above are collectively referred interfere with or attempt to as interfere with the “Restricted Area”); and (iii) all activities related to explorationrelationship of the other party with any current or future customer or supplier of the other party. 12.2.3 If, drilling, development, production, marketing and/or selling at the time of hydrocarbons produced from the Restricted Area for a period of one (1) year after the Closing Date (such period commencing on the Closing Date and expiring one (1) year thereafter is referred to as the “Restricted Period”) without the express written consent of Buyer. Acceptance by Buyer to particular exceptions to this clause will not constitute waiver enforcement of this clause. Seller acknowledges Section 12.2, a court shall hold that the restrctions duration, scope or area restrictions stated herein are unreasonable, the parties agree that the maximum reasonable duration, scope or area shall be substituted by such court for the stated duration, scope or area. The parties hereto and covenants set forth herein constitute valuable consideration for Buyer’s agreement to enter into Cheris acknowledge the uncertainty of the law in this respect and expressly stipulate that this Agreement shall be given the construction which renders its provisions valid and consummate enforceable to the transactions contemplated hereinmaximum extent possible under applicable law. 12.2.4 Buyer, Seller and Buyer would not have entered into this Agreement but for Seller’s agreement to Cheris each recognize and affirm that in the event of breach by such party of any of the provisions of this Section 9.512.2, money damages would be inadequate and the other party would have no adequate remedy at law. It is also agreed Accordingly, each party agrees that the non-breaching party shall have the right, in addition to any other rights or and remedies that Buyer have have at law or existing in equity, Buyer shall have the continuing right to specific enforcement and injunctive reliefits favor, to enforce its rights and each of the breaching party's obligations under this Section 12.2 not only by an action or actions for damages, but also by an action or actions for specific performance, injunction and/or other equitable relief or order to enforce or prevent any violations (whether anticipatory, continuing or future) of any of the provisions of this Section 9.5. Seller shall cause its affiliates and subsidiaries to comply with12.2, assume and be bound by without the provisions necessity of this Section 9.5, and Seller shall be jointly and severally liable for any breach of these provisions by any of its affiliates or subsidiaries. Provided, however, this Section 9.5 shall not apply to Assets retained by Seller because they have been excluded from the transaction contemplated by this Agreement pursuant to and in compliance with the terms of this Agreementposting bond.

Non-Compete. Seller(a) From the Closing and until December 31, 2032 (the “Restricted Period”), Seller shall not, and all shall not permit any of its parent company, sister companies, affiliates, and any direct or indirect majority owned and controlled subsidiaries or affiliates, and subsidiaries agree to foregoAffiliates to, directly or indirectly, enter into or engage in a business competing with the Product or the US Purchased Assets in the Territory, provided that this Section 6.6(a) shall not restrict Seller, its subsidiaries, or its Affiliates from conducting business with Third Parties who may be engaging in a business competing with the Product or US Purchased Assets so long as the activities of Seller, its subsidiaries or its Affiliates with respect to any such Third Party are not in contravention of this Section 6.6(a). (ib) top leasing any of the acreage currently covered by any of the Leases during During the Restricted Period (as defined below)and with respect to the Territory, (ii) purchasingSeller shall not, farming-in or otherwise acquiringand shall not permit any of its subsidiaries to, and shall use its reasonable best efforts to cause their other Affiliates not to, directly or indirectly, during take any action with the Restricted Period (as defined below) of intent to cause, induce or encourage any oil and gas leasesactual or prospective customer, oildistributor, gas and mineral leasesmanufacturer, working interests, production payments, net profits interests, fee mineral interests, royalty interests, overriding royalty interests, non-working and carried interests, reversionary interests, possibilities of reverter, conversion rights and options, operating rights and other interests in land, including, without limitation, any rights and interests in any unit supplier or pooled area, and purchasing of any oil, gas and condensate xxxxx within a radius of one (1) mile from each licensor of the Xxxxx existing as of Product, or any other Person who has an actual or prospective material business relationship with Seller prior to the Closing Date in connection with the Product, to terminate, modify or within a radius of one reduce any such actual or prospective relationship. (1c) mile from the boundaries of each of the Leases (the area described in subparts (i) and (ii) above are collectively referred to as the “Restricted Area”); and (iii) all activities related to exploration, drilling, development, production, marketing and/or selling of hydrocarbons produced from the Restricted Area for a period of one (1) year after the Closing Date (such period commencing on the Closing Date and expiring one (1) year thereafter is referred to as the “Restricted Period”) without the express written consent of Buyer. Acceptance by Buyer to particular exceptions to this clause will not constitute waiver of this clause. Seller acknowledges that the restrctions restrictions contained in this Section 6.6 are reasonable and covenants set forth herein necessary to protect the legitimate interests of Buyer and constitute valuable consideration for Buyer’s agreement a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated hereinby this Agreement. Without limiting Section 9.7, in the event that any covenant contained in this Section 6.6 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered and directed to reform such covenant, and Buyer would not have entered into this Agreement but for Seller’s agreement such covenant shall be deemed reformed, in such jurisdiction to the provisions of maximum time, geographic, product or service or other limitations permitted by applicable Law. The covenants contained in this Section 9.56.6 and each provision hereof are severable and distinct covenants and provisions. It is also agreed that The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in addition to any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other rights or remedies that Buyer have have at law or in equity, Buyer shall have the continuing right to specific enforcement and injunctive relief, to enforce the provisions of this Section 9.5. Seller shall cause its affiliates and subsidiaries to comply with, assume and be bound by the provisions of this Section 9.5, and Seller shall be jointly and severally liable for any breach of these provisions by any of its affiliates or subsidiaries. Provided, however, this Section 9.5 shall not apply to Assets retained by Seller because they have been excluded from the transaction contemplated by this Agreement pursuant to and in compliance with the terms of this Agreementjurisdiction.

Non-Compete. Seller(a) From the Closing and until December 31, 2028 (the “Restricted Period”), Seller shall not, and all shall not permit any of its parent company, sister companies, affiliates, and any direct or indirect majority owned and controlled subsidiaries or affiliates, and subsidiaries agree to foregoAffiliates to, directly or indirectly, enter into or engage in a business competing with the Product or the Purchased Assets in the Territory, provided that this Section 6.5(a) shall not restrict Seller, its subsidiaries, or its Affiliates from conducting business with third parties who may be engaging in a business competing with the Product or Purchased Assets so long as the activities of Seller, its subsidiaries or its Affiliates with respect to any such third party are not in contravention of this Section 6.5(a). (ib) top leasing any of the acreage currently covered by any of the Leases during During the Restricted Period (as defined below)and with respect to the Territory, (ii) purchasingSeller shall not, farming-in or otherwise acquiringand shall not permit any of its subsidiaries to, and shall use its reasonable best efforts to cause their other Affiliates not to, directly or indirectly, during take any action with the Restricted Period (as defined below) of intent to cause, induce or encourage any oil and gas leasesactual or prospective customer, oildistributor, gas and mineral leasesmanufacturer, working interests, production payments, net profits interests, fee mineral interests, royalty interests, overriding royalty interests, non-working and carried interests, reversionary interests, possibilities of reverter, conversion rights and options, operating rights and other interests in land, including, without limitation, any rights and interests in any unit supplier or pooled area, and purchasing of any oil, gas and condensate xxxxx within a radius of one (1) mile from each licensor of the Xxxxx existing as of Product, or any other Person who has an actual or prospective material business relationship with Seller prior to the Closing Date in connection with the Product, to terminate, modify or within a radius of one reduce any such actual or prospective relationship. (1c) mile from the boundaries of each of the Leases (the area described in subparts (i) and (ii) above are collectively referred to as the “Restricted Area”); and (iii) all activities related to exploration, drilling, development, production, marketing and/or selling of hydrocarbons produced from the Restricted Area for a period of one (1) year after the Closing Date (such period commencing on the Closing Date and expiring one (1) year thereafter is referred to as the “Restricted Period”) without the express written consent of Buyer. Acceptance by Buyer to particular exceptions to this clause will not constitute waiver of this clause. Seller acknowledges that the restrctions restrictions contained in this Section 6.5 are reasonable and covenants set forth herein necessary to protect the legitimate interests of Buyer and constitute valuable consideration for Buyer’s agreement a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated hereinby this Agreement. Without limiting Section 9.7, in the event that any covenant contained in this Section 6.5 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered and directed to reform such covenant, and Buyer would not have entered into this Agreement but for Seller’s agreement such covenant shall be deemed reformed, in such jurisdiction to the provisions of maximum time, geographic, product or service or other limitations permitted by applicable Law. The covenants contained in this Section 9.56.5 and each provision hereof are severable and distinct covenants and provisions. It is also agreed that The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in addition to any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other rights or remedies that Buyer have have at law or in equity, Buyer shall have the continuing right to specific enforcement and injunctive relief, to enforce the provisions of this Section 9.5. Seller shall cause its affiliates and subsidiaries to comply with, assume and be bound by the provisions of this Section 9.5, and Seller shall be jointly and severally liable for any breach of these provisions by any of its affiliates or subsidiaries. Provided, however, this Section 9.5 shall not apply to Assets retained by Seller because they have been excluded from the transaction contemplated by this Agreement pursuant to and in compliance with the terms of this Agreementjurisdiction.

Non-Compete. SellerDuring the period beginning on the Closing Date and ending on the third (3rd) anniversary of the Closing Date (the “Non-Compete Period”), each Seller covenants and agrees not to, and all shall cause its parent company, sister companies, affiliates, and any direct or indirect majority owned and controlled subsidiaries or affiliates, and subsidiaries agree to foregoAffiliates not to, directly or indirectly, conduct, manage, operate, engage in, be employed by, render services to, be affiliated with, control or participate in the management, operation or control of, or have an ownership interest in, any business or enterprise in competition with the Business as it exists on the Closing Date anywhere in the Restricted Territory. The parties hereto acknowledge and agree that the covenants in Section 5.6(a) and Section (b)(i) shall not (i) top leasing prohibit ownership by any Seller of less than two percent (2%) of the acreage currently covered by outstanding securities of any of the Leases during the Restricted Period company traded on any national securities exchange (so long as defined belowsuch Seller does not otherwise control such company), (ii) purchasing, farming-in prohibit ownership by Management Seller or otherwise acquiring, directly or indirectly, during the Restricted Period (as defined below) its owners of any oil and gas leasesequity in Boxlight Group or its Affiliates, oil, gas and mineral leases, working interests, production payments, net profits interests, fee mineral interests, royalty interests, overriding royalty interests, non-working and carried interests, reversionary interests, possibilities (iii) prohibit the performance of reverter, conversion rights and options, operating rights and other interests in landany services for Boxlight Group or its Affiliates, including, without limitation, services under the Transition Services Agreement and the Distribution Agreements, or (iv) be applicable to, or deemed to restrict, EPOS Group A/S or any rights and interests of its Affiliates. For purposes of this Section 5.6, “Restricted Territory” means the following: (A) any state or territory within the United States of America in any unit or pooled areawhich the Company currently provides services, and purchasing of any oil, gas and condensate xxxxx within a radius of one provided services during the twenty-four (124) mile from each of the Xxxxx existing as of months prior to the Closing Date or within a radius are currently contemplating providing services; (B) Canada; (C) Mexico; (D) the United Kingdom; and/or (E) Australia. Notwithstanding the foregoing, the obligations of one (1Sellers under this Section 5.6(a) mile from shall apply to the boundaries of each Manager of the Leases Management Seller (the area described in subparts (i) and (ii) above are collectively referred to as the “Restricted Area”); and (iii) all activities related to exploration, drilling, development, production, marketing and/or selling of hydrocarbons produced from the Restricted Area for a period of one (1) year after the Closing Date (such period commencing on the Closing Date and expiring one (1) year thereafter is referred to as the “Restricted PeriodHolstebro”) for no more than twelve (12) months in the event Holstebro’s employment with the Company, Boxlight or the Parent is terminated without the express written consent of Buyer. Acceptance by Buyer to particular exceptions to this clause will not constitute waiver of this clause. Seller acknowledges that the restrctions and covenants set forth herein constitute valuable consideration for Buyer’s agreement to enter into this Agreement and consummate the transactions contemplated herein, and Buyer would not have entered into this Agreement but for Seller’s agreement cause prior to the provisions expiration of the Non-Compete Period. For avoidance of doubt, the Company, Boxlight and the Parent shall waive this Section 9.5. It is also agreed that in addition to any other rights or remedies that Buyer have have 5.6(a) at law or in equity, Buyer shall have the continuing right to specific enforcement and injunctive relief, to enforce the provisions end of this Section 9.5. Seller shall cause its affiliates and subsidiaries to comply with, assume and be bound by the provisions twelfth month following Holstebro’s termination of this Section 9.5, and Seller shall be jointly and severally liable for any breach of these provisions by any of its affiliates or subsidiaries. Provided, however, this Section 9.5 shall not apply to Assets retained by Seller because they have been excluded from the transaction contemplated by this Agreement pursuant to and in compliance employment with the terms Company, Boxlight or the Parent in the event his employment is terminated without cause prior to the expiration of this Agreementthe Non-Compete Period.

Non-Compete. Seller(a) Seller agrees that until the fifth anniversary of the Closing Date, it will not, and all will cause each of its parent companySubsidiaries not to, sister companiesengage, affiliateseither directly or indirectly, as a principal or for its own account or solely or jointly with others, or as stockholders or holders of other equity interests in any Person, in any business that competes anywhere in the world with the Business as it exists on the Closing Date (it is understood that the prohibitions imposed on Seller pursuant to this Section 5.03(a) shall also apply in countries in which the Business does not operate as of the Closing Date); provided that nothing herein shall prohibit (i) the acquisition by Seller or any of its Affiliates of passive investments of not more than 5% of the total voting power of any publicly traded Person, (ii) the continued operation by Seller of its reciprocating engine business, (iii) the supply, manufacture or packaging of sources of power generation or mechanical drives that do not utilize steam or gas turbines, such as solar or photovoltaic power (it being understood that in no event shall the provisions of this clause (iii) permit Seller or any of its Subsidiaries to engage, either directly or indirectly, as a principal or for its own account or solely or jointly with others, or as stockholders or holders of other equity interests in any Person, in the provision of operation and maintenance services for power generation or petroleum production facilities) or (iv) Seller's ownership of the interests and assets, and any direct or indirect majority owned consummation of the arrangements, listed in Attachment B. Buyer and controlled subsidiaries or affiliatesSeller will cooperate to the extent reasonably practicable in an effort to identify and implement mutually advantageous joint business opportunities involving their various operations of the type referred to in this Section 5.03(a). (b) Seller agrees that until the third anniversary of the Closing Date, it will not, and subsidiaries agree to foregowill cause each of its Subsidiaries not to, directly or indirectly, (i) top leasing any of the acreage currently covered by any of the Leases during the Restricted Period (as defined below), (ii) purchasing, farming-in solicit or otherwise acquiringattempt to employ any Transferred Employee (it being understood that Seller or its Subsidiaries may hire any Transferred Employee solely to the extent permitted by Section 5.03(c)). It shall be a breach of this Section 5.03(b) to give any Transferred Employee any indication or assurance that Seller or any Subsidiary of Seller will, directly or indirectly, during offer such Transferred Employee employment after such Transferred Employee leaves the Restricted Period employ of Buyer or any Affiliate of Buyer. Notwithstanding the foregoing, it shall not be a breach of this Section 5.03(b) to solicit any Person whom Seller is permitted to employ pursuant to Section 5.03(c), provided that such solicitation activity commences after the date on which Seller becomes entitled to employ such Person pursuant to Section 5.03(c). (as defined belowc) of any oil and gas leases, oil, gas and mineral leases, working interests, production payments, net profits interests, fee mineral interests, royalty interests, overriding royalty interests, non-working and carried interests, reversionary interests, possibilities of reverter, conversion rights and options, operating rights and other interests in land, including, without limitation, any rights and interests in any unit or pooled area, and purchasing of any oil, gas and condensate xxxxx within a radius of one (1) mile from each of Seller agrees that until the Xxxxx existing as third anniversary of the Closing Date or within a radius of one (1) mile from the boundaries of Date, it will not, and will cause each of its Subsidiaries not to, directly or indirectly, employ or receive or accept the Leases (performance of services by any Transferred Employee; provided that this Section 5.03(c) shall not prohibit Seller or any of its Subsidiaries from employing or accepting the area described in subparts (i) and (ii) above are collectively referred to as the “Restricted Area”); and (iii) all activities related to exploration, drilling, development, production, marketing and/or selling performance of hydrocarbons produced from the Restricted Area for a period of one (1) year after the Closing Date (such period commencing on the Closing Date and expiring one (1) year thereafter is referred to as the “Restricted Period”) without the express written consent of Buyer. Acceptance services by any Transferred Employee terminated by Buyer to particular exceptions to this clause will not constitute waiver of this clausewithout Cause or who terminates his or her employment for Good Reason. Seller acknowledges that the restrctions and covenants set forth herein constitute valuable consideration for Buyer’s agreement to enter into this Agreement and consummate the transactions contemplated herein, and Buyer would not have entered into this Agreement but for Seller’s agreement to In no event shall the provisions of this Section 9.5. It is also agreed that 5.03(c) relieve Seller from any of its obligations set forth in addition to Section 5.03(b). (d) If any provision contained in this Section 5.03 shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other rights or remedies that Buyer have have at law or in equity, Buyer shall have the continuing right to specific enforcement and injunctive relief, to enforce the provisions of this Section 9.5. Seller shall cause its affiliates and subsidiaries to comply with5.03, assume and be bound by the provisions of but this Section 9.5, and Seller 5.03 shall be jointly and severally liable for any breach of these provisions by any of its affiliates construed as if such invalid, illegal or subsidiaries. Provided, however, unenforceable provision had never been contained in this Section 9.5 shall not apply to Assets retained by Seller because they have been excluded from the transaction contemplated by this Agreement pursuant to and in compliance with the terms of this Agreement5.

Non-Compete. Seller14.1 Each of the Sellers and Principals (other than William Sweedler) hereby agrees for a period of eighteen months after xxx Xxxxxxx Xxxx, not to, within any State within the United States in which the Sellers now conduct business, (i) conduct any business using any name consisting of the Marks or any confusingly similar names, or (ii) take any other action which constitutes a direct and all its parent companymaterial interference with or a direct and material disruption of Buyer's operation or use, sister companiesownership and enjoyment of the Assets after the Closing Date, affiliates, and which action directly results in a material reduction in Buyer's revenues from the licensing of the Marks to Kmart Corporation pursuant to the Kmart Contract for use in connection with the sale of items in Kmart stores bearing such Marks. At no time prior to the eighteenth month anniversary of the Closing Date shall any direct of the Sellers or indirect majority owned and controlled subsidiaries or affiliates, and subsidiaries agree to foregoPrincipals, directly or indirectly, disparage the commercial, business or financial reputation of the Buyer or any of its Subsidiaries. 14.2 The parties hereto hereby acknowledge and agree that (i) top leasing any Buyer would be irreparably injured in the event of the acreage currently covered a breach by any of the Leases during the Restricted Period (as defined below)Sellers or Principals of any of their obligations under this Section 14, (ii) purchasingmonetary damages would not be an adequate remedy for any such breach, farming-in or otherwise acquiring, directly or indirectly, during the Restricted Period (as defined below) of any oil and gas leases, oil, gas and mineral leases, working interests, production payments, net profits interests, fee mineral interests, royalty interests, overriding royalty interests, non-working and carried interests, reversionary interests, possibilities of reverter, conversion rights and options, operating rights and other interests in land, including, without limitation, any rights and interests in any unit or pooled area, and purchasing of any oil, gas and condensate xxxxx within a radius of one (1) mile from each of the Xxxxx existing as of the Closing Date or within a radius of one (1) mile from the boundaries of each of the Leases (the area described in subparts (i) and (ii) above are collectively referred to as the “Restricted Area”); and (iii) all activities related Buyer shall be entitled to explorationinjunctive relief, drilling, development, production, marketing and/or selling of hydrocarbons produced from the Restricted Area for a period of one (1) year after the Closing Date (such period commencing on the Closing Date and expiring one (1) year thereafter is referred to as the “Restricted Period”) without the express written consent of Buyer. Acceptance by Buyer to particular exceptions to this clause will not constitute waiver of this clause. Seller acknowledges that the restrctions and covenants set forth herein constitute valuable consideration for Buyer’s agreement to enter into this Agreement and consummate the transactions contemplated herein, and Buyer would not have entered into this Agreement but for Seller’s agreement to the provisions of this Section 9.5. It is also agreed that in addition to any other remedy which it may have, in the event of any such breach. It is hereby also agreed that the existence of any claims which Sellers or Principals may have against Buyer, whether under this Agreement or otherwise, shall not be a defense to the enforcement by Buyer of any of the rights under this Section 14. 14.3 It is the intent of the parties hereto that the covenants contained in this Section 14 shall be enforced to the fullest extent permissible under the laws of and public policies of each jurisdiction in which enforcement is sought (the Sellers and Principals hereby acknowledge that said restrictions are reasonably necessary for the protection of Buyer). Accordingly, it is hereby agreed that if any one or remedies that Buyer have have at law more of the provisions of Section 14 shall be adjudicated to be invalid or unenforceable for any reason whatsoever, said provision shall be (only with respect to the operation thereof in equity, Buyer shall have the continuing right particular jurisdiction in which such adjudication is made) construed by limiting and reducing it so as to specific enforcement and injunctive relief, be enforceable to enforce the extent permissible. 14.4 The provisions of this Section 9.5. Seller 14 shall cause its affiliates and subsidiaries to comply with, assume and be bound by the provisions of this Section 9.5in addition to, and Seller shall not in lieu of, any other obligations with respect to the subject matter hereof, whether arising as a matter of contract, by law or otherwise, including, but not limited to, any obligations which may be jointly contained in any employment agreements between the Principals and severally liable for any breach of these provisions by any of its affiliates Buyer entered into at or subsidiaries. Provided, however, this Section 9.5 shall not apply to Assets retained by Seller because they have been excluded from after the transaction contemplated by this Agreement pursuant to and in compliance with the terms of this AgreementClosing.

Non-Compete. Seller(a) During the Non-Compete Period, the Seller and all its parent company, sister companies, affiliates, and any direct or indirect majority owned and controlled subsidiaries or affiliates, and subsidiaries agree to forego, Subsidiaries shall not (i) directly or indirectly, own, purchase, organize or take preparatory steps for the organization of, or (iii) top leasing build, design, finance, acquire, lease, operate, manage, invest in, work or consult for or otherwise affiliate with, or (iii) serve as a partner, employee, consultant, officer, director, manager, agent, associate, investor, or otherwise for any business in competition with or otherwise similar to the Business or the Buyer’s liquid processing business in (x) the States of New York, Connecticut or New Jersey, (y) in any other state of the United States of America or any other country in the world from which the Buyer derives at least five percent (5%) of its gross revenues prior to the end of the Non-Compete Period, or (z) within 360 miles of any of the acreage currently covered by Seller’s manufacturing facilities or the manufacturing facilities of any of the Leases during the Restricted Period Seller’s Subsidiaries (as defined below(x), (ii) purchasing, farming-in or otherwise acquiring, directly or indirectly, during the Restricted Period (as defined below) of any oil and gas leases, oil, gas and mineral leases, working interests, production payments, net profits interests, fee mineral interests, royalty interests, overriding royalty interests, non-working and carried interests, reversionary interests, possibilities of reverter, conversion rights and options, operating rights and other interests in land, including, without limitation, any rights and interests in any unit or pooled areay), and purchasing of any oil, gas and condensate xxxxx within a radius of one (1z) mile from each of the Xxxxx existing as of the Closing Date or within a radius of one (1) mile from the boundaries of each of the Leases (the area described in subparts (i) and (ii) above are collectively referred to as the “Restricted AreaTerritories”); and (iii) all activities related to exploration. Ownership by the Seller, drillingas a passive investment, development, production, marketing and/or selling of hydrocarbons produced from less than 1% of the Restricted Area for outstanding shares of ownership interest of any corporation listed on a period of one (1) year after the Closing Date (such period commencing on the Closing Date and expiring one (1) year thereafter is referred to as the “Restricted Period”) without the express written consent of Buyer. Acceptance by Buyer to particular exceptions to this clause national securities exchange will not constitute waiver a breach of this clause. Section 9.6. (b) During the Non-Compete Period, the Seller and its Subsidiaries shall not divert or attempt to divert any or all of the Business of Buyer’s or any of Buyer’s Affiliate’s customers or suppliers from Buyer or its Affiliates in violation of this Agreement or applicable Law (including any applicable trade secrets law). (c) The Seller acknowledges that the restrctions Buyer has required that the Seller make the agreements in this Section 9.6 as a condition to the Buyer’s consummation of the transactions contemplated by this Agreement. The Seller acknowledges that the restrictions and agreements contained in this Section 9.6 are reasonable (including with respect to duration, geographical area and scope) and necessary to protect the legitimate interests of the Buyer, including the preservation of the Business, and that violation or breach of this Section 9.6 will cause substantial and irreparable harm to the Buyer that would not be quantifiable and for which no adequate remedy would exist at Law. (d) If, at the time of enforcement of this Section 9.6, a court holds that the restrictions stated herein are unreasonable under the circumstances then existing, the Parties agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area so as to protect the Buyer to the greatest extent possible under applicable Law from improper competition. The Parties hereto acknowledge that money damages would be an inadequate remedy for any breach of this Section 9.6 and that the Buyer would be irreparably damaged if any Party were to breach the covenants set forth herein constitute valuable consideration in this Section 9.6. Therefore, in the event of a breach or threatened breach of this Section 9.6, the Buyer or its successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for Buyer’s agreement specific performance and/or injunctive or other relief in order to enter into this Agreement and consummate the transactions contemplated hereinenforce, and Buyer would not have entered into this Agreement but for Seller’s agreement to or prevent any violations of, the provisions of this Section 9.5. It 9.6 (without posting a bond or other security) or require the breaching party (the “Breaching Party”) to account for and pay over to the Buyer all compensation, profits, moneys, accruals, increments or other benefits derived from or received as a result of any transactions constituting a breach of the covenants contained herein in this Section 9.6, if and when final judgment of a count of competent jurisdiction is also agreed that in addition to any other rights or remedies that Buyer have have at law or in equity, so entered against such Breaching Party. (e) The Buyer shall have also enter into the continuing right to specific enforcement and injunctive relief, to enforce the provisions of this Section 9.5. Seller shall cause its affiliates and subsidiaries to comply with, assume and be bound by the provisions of this Section 9.5, and Seller shall be jointly and severally liable for any breach of these provisions by any of its affiliates or subsidiaries. Provided, however, this Section 9.5 shall not apply to Assets retained by Seller because they have been excluded from the transaction contemplated by this Agreement pursuant to and in compliance Non-Competition Agreements with the terms of this Agreementindividuals party thereto.

Non-Compete. Seller(a) Provided that the Closing shall have occurred, neither GSI, Seller nor any Seller Affiliate ("Covenantor") shall at any time during the two (2) year period from and after the Closing Date, engage or participate in (whether as an operator, owner, shareholder, consultant, adviser, manager, partner, or in any other capacity) any business which derives more than $100,000 in annual revenues from the retail sale (whether through catalogs, direct mail or internet solicitation) within the United States of flowers and/or plants through any nationally branded program offering such products direct from the farm to the consumer on a two day or less delivery basis. The foregoing restriction shall not be applicable to or binding upon any assignee, acquiror or successor-in-interest to the business of GSI, and all its parent companyshall lapse and be of no further force or effect from and after the consummation of any sale or disposition of a controlling ownership interest in the Purchaser (other than the issuance of equity interests in the Purchaser, sister companiesbetween the Closing Date hereunder and the "Closing Date" under the Florafax Purchase Agreement, affiliates, as and any direct or indirect majority owned and controlled subsidiaries or affiliates, and subsidiaries agree to forego, directly or indirectly, the extent required to consummate the transactions contemplated by the Florafax Purchase Agreement). (b) Because of (i) top leasing the difficulty of measuring economic losses to Purchaser as a result of any breach by a Covenantor of the acreage currently covered by any of the Leases during the Restricted Period (as defined below)covenants in this Section 7.12, (ii) purchasing, farming-in or otherwise acquiring, directly or indirectly, during the Restricted Period (as defined below) of any oil and gas leases, oil, gas and mineral leases, working interests, production payments, net profits interests, fee mineral interests, royalty interests, overriding royalty interests, non-working and carried interests, reversionary interests, possibilities of reverter, conversion rights and options, operating rights and other interests in land, including, without limitation, any rights and interests in any unit or pooled area, and purchasing of any oil, gas and condensate xxxxx within a radius of one (1) mile from each of the Xxxxx existing as of the Closing Date or within a radius of one (1) mile from the boundaries of each of the Leases (the area described in subparts (i) and (ii) above are collectively referred the immediate and irreparable damage that could be caused to as the “Restricted Area”); and (iii) all activities related to explorationPurchaser for which it would have no other adequate remedy, drilling, development, production, marketing and/or selling of hydrocarbons produced from the Restricted Area for a period of one (1) year after the Closing Date (such period commencing on the Closing Date and expiring one (1) year thereafter is referred to as the “Restricted Period”) without the express written consent of Buyer. Acceptance by Buyer to particular exceptions to this clause will not constitute waiver of this clause. Seller acknowledges each Covenantor agrees that the restrctions and covenants set forth herein constitute valuable consideration for Buyer’s agreement to enter into this Agreement and consummate the transactions contemplated herein, and Buyer would not have entered into this Agreement but for Seller’s agreement to the provisions of this Section 9.5. It is also agreed that in addition to any other rights or remedies that Buyer have have at law or in equity, Buyer shall have the continuing right to specific enforcement and injunctive relief, to Purchaser may enforce the provisions of this Section 9.5Agreement by injunctions and restraining orders upon a breach of any of those provisions. Seller shall cause its affiliates and subsidiaries to comply with, assume and be bound by The parties agree that the provisions agreements of the Covenantors set forth in this Section 9.5, and Seller shall be jointly and severally liable 7.12 are a substantial part of the consideration for any breach of these provisions by any of its affiliates or subsidiaries. Provided, however, this Section 9.5 shall not apply to Assets retained by Seller because they have been excluded from the transaction transactions contemplated by this Agreement pursuant Agreement. If any court of competent jurisdiction determines that the scope, time or territorial restrictions set forth herein are unreasonable as applied to any Covenantor, the parties hereto, including that Covenantor, acknowledge their mutual intention and in compliance with agreement that those restrictions be enforced to the terms of this Agreementfullest extent the court deems reasonable, and thereby will be reformed to that extent as applied to that Covenantor and any other Covenantor similarly situated.

Non-Compete. Seller5.6.1. In order that the Purchaser may have and enjoy the full benefit of the Acquired Assets, USDATA, each of its Subsidiaries and all its parent company, sister companies, affiliates, and any direct each transferee or indirect majority owned and controlled subsidiaries or affiliates, and subsidiaries agree to foregosuccessor in interest of the Excluded Patents shall not, directly or indirectly, from the Closing Date hereof until the expiration of 60 (sixty) months after the Closing (the "NON-COMPETE PERIOD"): (i) top leasing own, manage operate, finance, join, control or participate in the ownership, management, financing, operation, business or control of or otherwise be involved in any of way in any business or Person anywhere in the acreage currently covered by world that at any of the Leases time during the Restricted Period Non-Compete Period: (a) engages in the developing, producing, offering, distributing, selling or supporting of products or services similar to, or directly or indirectly competitive with, the Products and services that are included in the Business, as defined below)conducted and as proposed to be conducted; (b) engages in any activity concerning Intellectual Property that is competitive with the Transferred Intellectual Property or any other technology developed or contemplated to be developed by the Purchaser during the Non-Compete Period, (ii) purchasingin each case, farming-in which are directly or otherwise acquiringindirectly related to, derived from, on the basis of, or resulting from, directly or indirectly, during the Restricted Period Transferred Intellectual Property; or (as defined belowc) is otherwise directly or indirectly competing with the Purchaser or any of any oil and gas leases, oil, gas and mineral leases, working interests, production payments, net profits interests, fee mineral interests, royalty interests, overriding royalty interests, non-working and carried interests, reversionary interests, possibilities of reverter, conversion rights and options, operating rights and other interests in land, including, without limitation, any rights and interests in any unit its Subsidiaries; or pooled area, and purchasing of any oil, gas and condensate xxxxx within a radius of one (1) mile from each of the Xxxxx existing as of the Closing Date or within a radius of one (1) mile from the boundaries of each of the Leases (the area described in subparts (i) and (ii) above are collectively referred initiate or maintain any contact with any Person associated with USDATA or any of its Subsidiaries in the past and/or the present regarding all matters relating to as the “Restricted Area”); Acquired Assets in a manner that interferes with the use of the Acquired Assets by Purchaser after Closing. The Sellers acknowledge that the consideration received by the Sellers hereunder is paid in consideration, in part, for the non-compete obligations hereunder and (iii) all activities related to exploration, drilling, development, production, marketing and/or selling that in light of hydrocarbons produced from the Restricted Area for a period of one (1) year after the Closing Date (such period commencing on the Closing Date and expiring one (1) year thereafter is referred to as the “Restricted Period”) without the express written consent of Buyer. Acceptance by Buyer to particular exceptions to this clause will not constitute waiver nature of this clause. Seller acknowledges transaction, the interest that the restrctions Sellers have in the success of the Purchaser and covenants set forth herein constitute valuable consideration for Buyer’s agreement the critical significance of the non-compete covenant to the Purchaser's business and to its willingness to enter into this Agreement and consummate issue the transactions contemplated hereinConsideration Shares, the non-compete covenant is reasonable and Buyer would not have entered into fair in the circumstances. 5.6.2. As part of this Agreement but for Seller’s agreement non-compete obligation, USDATA and each of its Subsidiaries will refrain from filing, directly or indirectly, any Patent application or obtaining any Intellectual Property rights in connection with the Transferred Intellectual Property or the Business. 5.6.3. Notwithstanding anything to the provisions of this Section 9.5. It is also agreed that in addition to any other rights or remedies that Buyer have have at law or in equity, Buyer shall have the continuing right to specific enforcement and injunctive relief, to enforce the provisions of this Section 9.5. Seller shall cause its affiliates and subsidiaries to comply with, assume and be bound by the provisions of this Section 9.5, and Seller shall be jointly and severally liable for any breach of these provisions by any of its affiliates or subsidiaries. Provided, howevercontrary set forth herein, this Section 9.5 5.6 shall not apply prevent the Sellers from pursuing legal proceedings and licensing arrangements based on alleged violations of the Excluded Patents by third parties to Assets retained by Seller because they have been excluded from the transaction contemplated by this Agreement pursuant to and in compliance with the terms of this Agreementextent provided under Section 5.15 below.

Non-Compete. SellerDuring the three (3) year period commencing on the Closing Date, and all its parent company, sister companies, affiliates, and any direct or indirect majority owned and controlled subsidiaries or affiliates, and subsidiaries agree to foregoSeller shall not, directly or indirectlyindirectly or through any affiliated entity, (A) solicit the business of any current or former customers of the Business for the purpose of competing with the Business, (B) solicit the employment of any employees of the Business (during the term of their employment by Parent), and (C) own an interest in a company (other than ownership of up to 5% of the outstanding stock of any public company) that provides goods or services reasonably similar to the Business; provided, however, that clauses (A) and (C) of this sentence shall expire and be of no further force and effect at such time after the Closing as Seller (i) top leasing enters into any merger, reorganization or consolidation of Seller into or with another corporation or entity in which the holders of Seller’s outstanding securities immediately preceding such merger, reorganization or consolidation do not own voting securities of the acreage currently covered by any of surviving or resulting corporation or entity in approximately the Leases during the Restricted Period (same proportions, relative to each other, as defined below)immediately before such transaction, or (ii) purchasing, farming-in sells all or otherwise acquiring, directly substantially all of its assets to another corporation or indirectly, during the Restricted Period (as defined below) of any oil and gas leases, oil, gas and mineral leases, working interests, production payments, net profits interests, fee mineral interests, royalty interests, overriding royalty interests, non-working and carried interests, reversionary interests, possibilities of reverter, conversion rights and options, operating rights and other interests in land, including, without limitation, any rights and interests in any unit or pooled area, and purchasing of any oil, gas and condensate xxxxx within a radius of one (1) mile from each of the Xxxxx existing as of the Closing Date or within a radius of one (1) mile from the boundaries of each of the Leases (the area described in subparts entity. Notwithstanding subsections 6.5 (i) and (ii) above are collectively referred to as the “Restricted Area”); Seller’s obligations under this Section 6.5, including clauses (A) and (iiiC) of the first sentence hereof, shall remain in effect for the period provided therein if the entity that has purchased substantially all of the assets of Seller or the entity that is the party to the merger, reorganization or consolidation transaction was not engaged in a business activities related reasonably similar to exploration, drilling, development, production, marketing and/or selling of hydrocarbons produced from the Restricted Area Business for a period of one (1at least nine months prior to the closing date of the transaction outlined in subsections 6.5(i) year after or 6.5(ii) above In the Closing Date (such period commencing on the Closing Date and expiring one (1) year thereafter is referred to as the “Restricted Period”) without the express written consent of Buyer. Acceptance by Buyer to particular exceptions to this clause will not constitute waiver event a provision of this clauseSection 6.5 is more restrictive than allowed by the laws of the State of California, said provision shall be deemed amended and shall be fully enforceable to the extent permitted by such law. Seller acknowledges and agrees that the restrctions and covenants set forth herein constitute valuable consideration for Buyer’s agreement to enter into this Agreement and consummate the transactions contemplated herein, and Buyer would not have entered into this Agreement but for Seller’s agreement to the provisions any violation of this Section 9.5. It is also agreed that in addition 6.5 would not be fully compensated by money damages alone and Purchaser and Parent shall be entitled to seek equitable relief to restrain any other rights actual or remedies that Buyer have have at law or in equity, Buyer shall have the continuing right to specific enforcement and injunctive relief, to enforce the provisions threatened violation of this Section 9.56.5. Notwithstanding the foregoing and notwithstanding the consummation of any transaction described in clauses (i) and (ii) above, during the non-competition period specified above, Seller shall cause its affiliates not use any designs for products of the Business or derivatives thereof to compete with Purchaser or Parent in the high reliability end-markets (defense, space and subsidiaries to comply with, assume and be bound by the provisions of this Section 9.5, and Seller shall be jointly and severally liable for any breach of these provisions by any of its affiliates or subsidiaries. Provided, however, this Section 9.5 shall not apply to Assets retained by Seller because they have been excluded from the transaction contemplated by this Agreement pursuant to and in compliance with the terms of this Agreementhomeland security).

Non-Compete. Seller, (a) The Corporation and all its parent company, sister companies, affiliates, and any direct or indirect majority owned and controlled subsidiaries or affiliates, and subsidiaries agree to forego, directly or indirectly, the Executive acknowledge that: (i) top leasing any the Corporation has a special interest in and derives significant benefit from the unique skills and experience of the acreage currently covered by any of Executive; (ii) the Leases during the Restricted Period Executive will use and have access to proprietary and valuable Confidential Information (as defined below), (iiin Section 3.2 hereof) purchasing, farming-in or otherwise acquiring, directly or indirectly, during the Restricted Period (as defined below) of any oil and gas leases, oil, gas and mineral leases, working interests, production payments, net profits interests, fee mineral interests, royalty interests, overriding royalty interests, non-working and carried interests, reversionary interests, possibilities of reverter, conversion rights and options, operating rights and other interests in land, including, without limitation, any rights and interests in any unit or pooled area, and purchasing of any oil, gas and condensate xxxxx within a radius of one (1) mile from each course of the Xxxxx existing as of the Closing Date or within a radius of one (1) mile from the boundaries of each of the Leases (the area described in subparts (i) and (ii) above are collectively referred to as the “Restricted Area”)Executive’s employment; and (iii) all activities related the agreements and covenants contained herein are essential to explorationprotect the business and goodwill of the Corporation or any of its subsidiaries, drillingaffiliates or licensees. Accordingly, developmentexcept as hereinafter noted, productionthe Executive covenants and agrees that during the Term, and for the remainder of such Term following the termination of Executive’s employment, the Executive shall not provide any labor, work, services or assistance (whether as an officer, director, employee, partner, agent, owner, independent contractor, consultant, stockholder or otherwise) to a “Competing Business.” For purposes hereof, “Competing Business” shall mean any business engaged in the designing, marketing and/or selling or distribution of hydrocarbons produced premium lifestyle products, including but not limited to apparel, home, accessories and fragrance products, which competes in any material respects with the Corporation or any of its subsidiaries, affiliates or licensees, and shall include, without limitation, those brands and companies that the Corporation and the Executive have jointly designated in writing on the date hereof, which is incorporated herein by reference and which is attached as Schedule A, as being in competition with the Corporation or any of its subsidiaries, affiliates or licensees as of the date hereof. Thus, Executive specifically acknowledges that Executive understands that, except as provided in Section 3.1(b) he may not become employed by any Competing Business in any capacity during the Term. (b) The non-compete provisions of this Section shall no longer be applicable to Executive if he has been notified pursuant to Section 2.1(a) hereof that his services will no longer be required during the Term or if the Executive has terminated his employment for Good Reason pursuant to Section 2.1(e) or if the Corporation elects in its sole discretion not to extend the Term for any reason other than for Cause. (c) It is acknowledged by the Executive that the Corporation has determined to relieve the Executive from the Restricted Area any obligation of non-competition for a period of one (1) year periods after the Closing Date (such period commencing on Term, and/or if the Closing Date Corporation terminates the Executive’s employment under Section 2.1(a) or if the Executive has terminated his employment for Good Reason pursuant to Section 2.1(e) or if the Corporation elects in its sole discretion not to extend the Term for any reason other than for Cause. In consideration of that, and expiring one (1) year thereafter is referred to as in consideration of all of the “Restricted Period”) without the express written consent of Buyer. Acceptance by Buyer to particular exceptions to this clause will not constitute waiver of this clause. Seller acknowledges that the restrctions and covenants set forth herein constitute valuable consideration for Buyer’s agreement to enter into compensation provisions in this Agreement and consummate (including the transactions contemplated hereinpotential for the award of stock options RSUs and/or RPSUs that may be made to the Executive), and Buyer would not have entered into this Agreement but for Seller’s agreement Executive agrees to the provisions of this Section 9.5. It is 3.1 and also agreed agrees that in addition to any other rights or remedies that Buyer have have at law or in equity, Buyer shall have the continuing right to specific enforcement non-competition obligations imposed herein are fair and injunctive relief, to enforce reasonable under all the provisions of this Section 9.5. Seller shall cause its affiliates and subsidiaries to comply with, assume and be bound by the provisions of this Section 9.5, and Seller shall be jointly and severally liable for any breach of these provisions by any of its affiliates or subsidiaries. Provided, however, this Section 9.5 shall not apply to Assets retained by Seller because they have been excluded from the transaction contemplated by this Agreement pursuant to and in compliance with the terms of this Agreementcircumstances.

Non-Compete. Notwithstanding anything to the contrary herein, as a material inducement to Buyer to enter into this Agreement, in respect of each Product, except as required to perform their respective obligations under the Ancillary Agreements, the Seller, the other Divesting Entities and all its parent companytheir Affiliates shall not commercially sell or offer for sale, sister companies, affiliates, and any direct or indirect majority owned and controlled subsidiaries or affiliates, and subsidiaries agree to forego, whether directly or indirectlyindirectly through sublicensees, distributors, or other agents, an animal health pharmaceutical product that has nitenpyram as an active pharmaceutical ingredient in the Territory in the Field (i“Restricted Activity” ) top leasing any during the period from the Closing until the [***] of the acreage currently covered by any of the Leases during the Restricted Period (as defined below), (ii) purchasing, farming-in or otherwise acquiring, directly or indirectly, during the Restricted Period (as defined below) of any oil and gas leases, oil, gas and mineral leases, working interests, production payments, net profits interests, fee mineral interests, royalty interests, overriding royalty interests, non-working and carried interests, reversionary interests, possibilities of reverter, conversion rights and options, operating rights and other interests in land, including, without limitation, any rights and interests in any unit or pooled area, and purchasing of any oil, gas and condensate xxxxx within a radius of one (1) mile from each of the Xxxxx existing as of the Closing Date or within a radius of one (1) mile from the boundaries of each of the Leases (the area described in subparts (i) and (ii) above are collectively referred to as the “Restricted Area”); and (iii) all activities related to exploration, drilling, development, production, marketing and/or selling of hydrocarbons produced from the Restricted Area for a period of one (1) year after the Closing Date (such period commencing on the Closing Date and expiring one (1) year thereafter is referred to as the “Restricted Period”) without the express written consent of Buyer. Acceptance by Buyer to particular exceptions to this clause will not constitute waiver of this clauseExecution Date. Seller acknowledges that the restrctions and covenants set forth herein constitute valuable consideration for Buyer’s agreement to enter into this Agreement and consummate the transactions contemplated herein, and Buyer would not have entered into this Agreement but for Seller’s agreement to the provisions a violation of this Section 9.55.16 may cause Buyer irreparable harm which may not be adequately compensated for by money damages. It is also agreed Seller therefore agrees that in the event of any actual or threatened violation of this Section 5.16, Buyer shall be entitled, in addition to any other rights or remedies that Buyer have have at law or in equity, Buyer shall have the continuing right to specific enforcement and injunctive reliefit may have, to enforce the provisions seek a temporary restraining order and to seek preliminary and final injunctive relief against Seller or its Affiliates to prevent any violations of this Section 9.55.16, without the necessity of posting a bond. Notwithstanding the foregoing, Seller shall cause and its affiliates and subsidiaries to comply withAffiliates may, assume and be bound by the provisions of without violating this Section 9.55.16, (a) Manufacture animal health pharmaceutical products containing nitenpyram as an active pharmaceutical ingredient and sell such products to customers of their manufacturing business in the Territory to the extent such products are sold solely to customers for subsequent distribution and sale outside of the Territory (provided, that, Seller shall be jointly in violation of this provision if such customers in fact sell such products sold to them by Seller or its Affiliates in the Territory) and severally liable for (b) acquire or combine with (whether through merger, stock purchase, purchase of assets or otherwise) any breach of these provisions Person engaged in any Restricted Activity or continue any Restricted Activities in the Territory that are engaged in by any Person that is acquired by or combined with Seller or any of its affiliates Affiliates after the date of this Agreement (whether through a merger, consolidation, acquisition or subsidiaries. Provided, however, other business combination) if such Restricted Activities generated less than 10% of such Person’s aggregate consolidated EBITDA in the last completed fiscal year prior to such acquisition or combination and Seller ceases such Restricted Activity during the three year period covered by this Section 9.5 shall not apply 5.16 or uses commercially reasonable efforts to Assets retained by Seller because they have been excluded from the transaction contemplated by this Agreement pursuant to and in compliance with the terms of this Agreementpromptly divest such Restricted Activity.

Non-Compete. SellerIn recognition and consideration of Employee's employment, compensation and benefits, the training in and information regarding SHP's business which SHP will give Employee, Employee's introduction to SHP's customers, and all the carefully guarded methods of doing business which SHP utilizes and deems crucial to the success of its parent companybusiness, sister companies, affiliatesEmployee shall not during the term of this Agreement, and any direct or indirect majority owned and controlled subsidiaries or affiliates, and subsidiaries agree to forego, directly or indirectly, (i) top leasing any of the acreage currently covered by any of the Leases during the Restricted Period (as defined below), (ii) purchasing, farming-in or otherwise acquiring, directly or indirectly, during the Restricted Period (as defined below) of any oil and gas leases, oil, gas and mineral leases, working interests, production payments, net profits interests, fee mineral interests, royalty interests, overriding royalty interests, non-working and carried interests, reversionary interests, possibilities of reverter, conversion rights and options, operating rights and other interests in land, including, without limitation, any rights and interests in any unit or pooled area, and purchasing of any oil, gas and condensate xxxxx within a radius of one (1) mile from each of the Xxxxx existing as of the Closing Date or within a radius of one (1) mile from the boundaries of each of the Leases (the area described in subparts (i) and (ii) above are collectively referred to as the “Restricted Area”); and (iii) all activities related to exploration, drilling, development, production, marketing and/or selling of hydrocarbons produced from the Restricted Area for a period of one (1) year after following the Closing Date termination of Employee's employment with SHP, regardless of the reason for termination, either directly or indirectly, engage in the business of developing, marketing, distributing, licensing, and/or selling products or services having any function similar to, competitive with, or substitutable for, SHP's products or services which are in the research and/or development stage and/or for which development has been completed (collectively and individually, the "Products"), anywhere in the United States, except with SHP's consent (which may be withheld in SHP's sole discretion). In addition, Employee shall not engage in any such period commencing activity, directly or indirectly, on Employee's own behalf or in the Closing Date service of or on behalf of others. Employee acknowledges and expiring one (1) year thereafter agrees that the current market for the Products extends throughout the entire United States, and it is referred therefore reasonable to as prohibit Employee from competing with SHP anywhere in the “Restricted Period”) without the express written consent United States. The following Sections 5.1 through 5.5 shall not apply if Employee is terminated for cause or Employee voluntarily terminates employment with SHP. Termination for cause shall mean termination by SHP of Buyer. Acceptance Employee's employment with SHP by Buyer to particular exceptions to this clause will not constitute waiver reason of Employee's willful dishonesty towards, fraud upon, or deliberate injury to, SHP or by reason of Employee's willful material breach of this clause. Seller acknowledges that Agreement which has resulted in material injury to SHP. 5.1 If the restrctions employee is unable to obtain employment consistent with their training, expertise and covenants set forth herein constitute valuable consideration for Buyer’s agreement to enter into this Agreement and consummate the transactions contemplated herein, and Buyer would not have entered into this Agreement but for Seller’s agreement experience due to the provisions of this Section 9.5agreement with respect to a company that markets, develops, or manufacturers products similar to, or substitutable for, SHP's, such prohibition shall bind the individual only as long as SHP shall make payments to the individual equal to their monthly base pay at termination (exclusive of extra compensation and employee benefits). 5.2 The employee will, for each month of such unemployment for which a claim is being made, provide SHP a detailed written account of his or her efforts to obtain employment and to include a statement that the employee has conscientiously and diligently sought employment. The employee will submit the report to SHP within fifteen (15) days following the end of each calendar month of unemployment, and SHP shall make a payment to the employee equal to the employee's base pay at the time of termination. 5.3 It is also agreed understood that in addition SHP shall, at its option, be relieved of making monthly payments where the employee has failed to any submit the report to SHP or failed to diligently seek other rights or remedies that Buyer have have at law or in equityemployment. 5.4 If after termination of employment with SHP, Buyer shall have the continuing right employee obtains other employment but due to specific enforcement and injunctive relief, to enforce the provisions of this agreement, the employee's position is such that the gross monthly income is less than that received from SHP as a regular monthly base pay, then SHP's obligation to make payments will be limited to the difference between the amount the employee received at SHP as a regular monthly base pay and the gross monthly income at the employee's new employment. 5.5 If SHP, at any time, within the period specified in Section 9.5. Seller shall cause its affiliates and subsidiaries to comply with5 following termination of the employee, assume and be bound by gives the employee a written release from the provisions of this Section 9.5, and Seller shall be jointly and severally liable for any breach of these provisions by any of its affiliates or subsidiaries. Provided, however, this Section 9.5 shall not apply to Assets retained by Seller because they have been excluded from the transaction contemplated by this Agreement pursuant to and in compliance with the terms 5 of this Agreementagreement, SHP will no longer have any obligation to make payments required in this agreement. Alternatively, if SHP and employee agree to a mutually acceptable list of specific companies and product or services area wherein the employee agrees not to seek employment, directly or indirectly, SHP will have no obligation to make payments required hereunder.