Common use of Non-Competition; Non-Solicitation Clause in Contracts

Non-Competition; Non-Solicitation. (a) In order for Buyer to have and enjoy the full benefit of the businesses of the Purchased Companies, and as a material inducement to Buyer to enter into this Agreement (without such inducement Buyer would not have entered into this Agreement), Griffon shall not, and shall cause its Subsidiaries to not: (i) for a period of five (5) years, commencing on the Closing Date (the “Restricted Period”), undertake, participate in or carry on or be engaged in, or have any financial or other interest in any other Person whose primary business is, a Competing Business anywhere in the United States; (ii) during the Restricted Period, solicit, attempt to solicit or knowingly encourage any employee or consultant of any Purchased Company (including any individual who has been an employee or consultant of any Purchased Company at any time during the preceding twenty-four (24) month period prior to the time of such solicitation, encouragement or hiring) to resign or leave the employ or service of such Purchased Company or otherwise hire, employ, engage or contract any such employee or consultant to perform services other than for the benefit of such Purchased Company; or (iii) during the Restricted Period, solicit, attempt to solicit or knowingly encourage any customer or supplier of any Purchased Company (including any Person who has been a customer or supplier of any Purchased Company at any time during the twelve (12) month period immediately prior to the time of such solicitation or encouragement) to alter, reduce or terminate its business relationship with such Purchased Company; provided, for the avoidance of doubt, solicitation of such customers or suppliers in the Ordinary Course of Business unrelated to a Competing Business shall not constitute a violation of this Section 5.11(a)(iii). (b) Notwithstanding Section 5.11(a), none of the following activities shall constitute a violation of Section 5.11(a): (i) the advertisement of job openings by use of newspapers, magazines, the internet and other media not directed at employees, consultants or independent contractors of any Purchased Company; (ii) holding up to five per cent (5%) of the outstanding securities of any class of any publicly-traded securities of a company that is engaged in a Competing Business; or (iii) the acquisition of any business or Person (an “Acquired Business”) conducting a Competing Business in the United States provided that, as of the date of such acquisition, the revenue of such Competing Business for the last four fiscal quarters of such Acquired Business for which financial statements have been prepared is not greater than twenty-five per cent (25%) of the total revenue of the Acquired Business for such four fiscal quarter period (and continuing to engage in such acquired Competing Business so long as the foregoing percentage threshold continues to not be exceeded). (c) Notwithstanding anything to the contrary set forth herein, in the event of a breach of any of the provisions of Section 5.11(a) (the “Restrictive Covenants”): (i) the Restricted Period shall be tolled during the pendency of any breach of any of the Restrictive Covenants; (ii) Buyer and its Affiliates (including the Purchased Companies) shall have the right and remedy, without regard to any other available remedy, to (A) have the Restrictive Covenants specifically enforced by any court of competent jurisdiction and (B) have issued an injunction restraining any such breach without posting of a bond; it being understood that any breach of any of the Restrictive Covenants would cause irreparable and material Loss to Buyer and its Affiliates (including the Purchased Companies), the amount of which cannot be readily determined and as to which neither Buyer nor any of its Affiliates (including the Purchased Companies) will have any adequate remedy at Law or in equity; (iii) it is the desire and intent of the parties hereto that the Restrictive Covenants be enforced to the fullest extent permissible under the Laws and public policies applied in each jurisdiction in which enforcement is sought and if any Restrictive Covenant shall be adjudicated finally to be invalid or unenforceable, such Restrictive Covenant shall be amended to the maximum less restrictive limitations permitted under applicable Law to the extent necessary in order that such provision be valid and enforceable, the parties hereto hereby expressly acknowledge their desire that in such event such action be taken and the remainder of such Restrictive Covenant shall not thereby be affected and shall be given full effect without regard to invalid portions and such amendment shall apply only with respect to the operation of the Restrictive Covenant in the particular jurisdiction in which such adjudication is made; and (iv) the parties hereto acknowledge and agree that the Restrictive Covenants are necessary for the protection and preservation of the value and the goodwill of Buyer’s and the Purchased Companies’ businesses and are reasonable and valid in geographical and temporal scope and in all other respects.

Non-Competition; Non-Solicitation. (a) In order for Buyer to have and enjoy the full benefit of the businesses of the Purchased Companies, and as a material inducement to Buyer to enter into this Agreement (without such inducement Buyer would not have entered into this Agreement), Griffon shall not, and shall cause its Subsidiaries to not: (i) for For a period of five (5) years, years commencing on the Closing Date (the “Restricted Period”), undertakeSeller shall not, participate and shall not permit any of its Affiliates to, directly or indirectly: (i) engage in or carry on or be engaged inassist others in engaging in any activity that is the same as, or similar to, the Company’s business, including without limitation staffing and recruitment services for the fulfillment, light industrial, on-site management, clerical, hospitality, medical and management industries (the “Restricted Business”) in the State of North Carolina (the “Territory”); (ii) have any financial or other an interest in any other Person whose primary business isthat engages, a Competing Business anywhere directly or indirectly, in the United States; (ii) during Restricted Business in the Restricted PeriodTerritory in any capacity, solicitincluding as a partner, attempt to solicit shareholder, director, officer, member, manager, employee, contractor, principal, agent, volunteer, intern, advisor, or knowingly encourage any employee consultant; or consultant of any Purchased Company (including any individual who has been an employee or consultant of any Purchased Company at any time during the preceding twenty-four (24) month period prior to the time of such solicitation, encouragement or hiring) to resign or leave the employ or service of such Purchased Company or otherwise hire, employ, engage or contract any such employee or consultant to perform services other than for the benefit of such Purchased Company; or (iii) during intentionally interfere with the Restricted Period, solicit, attempt to solicit or knowingly encourage any customer or supplier of any Purchased Company business relationships (including any Person who has been a customer or supplier of any Purchased Company at any time during the twelve (12) month period immediately whether formed prior to or after the time date of such solicitation or encouragementthis Agreement) to alter, reduce or terminate its business relationship with such Purchased Company; provided, for between the avoidance of doubt, solicitation of such Company and customers or suppliers in of the Ordinary Course of Business unrelated to a Competing Business shall not constitute a violation of this Section 5.11(a)(iii)Company. (b) Notwithstanding Section 5.11(a)During the Restricted Period, none Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any current or former employee of the following activities Company or encourage any employee to leave the Company’s employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, however, nothing in this Section 5.02(b) shall constitute a violation prevent Seller or any of Section 5.11(a): its Affiliates from hiring: (i) any employee terminated by the advertisement of job openings by use of newspapers, magazines, the internet and other media not directed at employees, consultants or independent contractors of any Purchased Company; or (ii) holding up to five per cent after one hundred eighty (5%180) of the outstanding securities of any class of any publicly-traded securities of a company that is engaged in a Competing Business; or (iii) the acquisition of any business or Person (an “Acquired Business”) conducting a Competing Business in the United States provided that, as of days from the date of such acquisitionresignation, any employee that has resigned from the revenue of such Competing Business for the last four fiscal quarters of such Acquired Business for which financial statements have been prepared is not greater than twenty-five per cent (25%) of the total revenue of the Acquired Business for such four fiscal quarter period (and continuing to engage in such acquired Competing Business so long as the foregoing percentage threshold continues to not be exceeded)Company. (c) Notwithstanding anything Seller acknowledges that a breach or threatened breach of this Section 5.02 would give rise to the contrary set forth hereinirreparable harm to Buyer, 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 Seller of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of the provisions of Section 5.11(a) such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, or specific performance (the “Restrictive Covenants”):without any requirement to post bond). (id) Seller acknowledges that the Restricted Period restrictions contained in this Section 5.02 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.02 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction or any Governmental Order, then any court is expressly empowered to reform such covenant, and such covenant shall be tolled during the pendency of any breach of any of the Restrictive Covenants; (ii) Buyer and its Affiliates (including the Purchased Companies) shall have the right and remedydeemed reformed, without regard to any other available remedy, to (A) have the Restrictive Covenants specifically enforced by any court of competent in such jurisdiction and (B) have issued an injunction restraining any such breach without posting of a bond; it being understood that any breach of any of the Restrictive Covenants would cause irreparable and material Loss to Buyer and its Affiliates (including the Purchased Companies), the amount of which cannot be readily determined and as to which neither Buyer nor any of its Affiliates (including the Purchased Companies) will have any adequate remedy at Law or in equity; (iii) it is the desire and intent of the parties hereto that the Restrictive Covenants be enforced to the fullest extent permissible under the Laws and public policies applied in each jurisdiction in which enforcement is sought and if any Restrictive Covenant shall be adjudicated finally to be invalid or unenforceable, such Restrictive Covenant shall be amended to the maximum less restrictive time, geographic, product or service, or other limitations permitted under by applicable Law to the extent necessary or such Governmental Order. The covenants contained in order that this Section 5.02 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision be valid and enforceable, the parties hereto hereby expressly acknowledge their desire that in such event such action be taken and the remainder of such Restrictive Covenant as written shall not thereby be affected invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall be given full effect without regard to invalid portions and not invalidate or render unenforceable such amendment shall apply only with respect to the operation of the Restrictive Covenant covenant or provision in the particular jurisdiction in which such adjudication is made; and (iv) the parties hereto acknowledge and agree that the Restrictive Covenants are necessary for the protection and preservation of the value and the goodwill of Buyer’s and the Purchased Companies’ businesses and are reasonable and valid in geographical and temporal scope and in all any other respectsjurisdiction.

Non-Competition; Non-Solicitation. (a) In order for Buyer to have and enjoy the full benefit of the businesses of the Purchased Companies6.1.1 Seller agrees that, and as a material inducement to Buyer to enter into this Agreement (without such inducement Buyer would not have entered into this Agreement), Griffon shall not, and shall cause its Subsidiaries to not: (i) for a period of five (5) years, commencing on the Closing Date (the “Restricted Period”), undertake, participate in or carry on or be engaged in, or have any financial or other interest in any other Person whose primary business is, a Competing Business anywhere in the United States; (ii) during the Restricted Period, solicitSeller shall not and shall cause each of Seller’s Affiliates not to, attempt directly or indirectly, engage in any Restricted Business in any capacity, including rendering services to solicit or knowingly encourage having a financial interest in any employee Restricted Business. For the avoidance of doubt, the Parties agree that it would be a violation of this Section 6.1.1 for Seller or consultant any of Seller’s Affiliates to act as an owner, consultant, advisor, independent contractor, officer, manager, employee, principal, agent, lender, board member or trustee of any Purchased Company (including Person that is engaged in any individual who has been an employee or consultant of any Purchased Company at any time Restricted Business during the preceding twenty-four (24) month period prior Restricted Period or to use the time of such solicitation, encouragement or hiring) to resign or leave the employ or service of such Purchased Company or otherwise hire, employ, engage or contract Excluded Domain Names in connection with any such employee or consultant to perform services other than for the benefit of such Purchased Company; or (iii) Restricted Business during the Restricted Period, solicit, attempt to solicit or knowingly encourage any customer or supplier of any Purchased Company (including any Person who has been a customer or supplier of any Purchased Company at any time during the twelve (12) month period immediately prior to the time of such solicitation or encouragement) to alter, reduce or terminate its business relationship with such Purchased Company; provided, for the avoidance of doubt, solicitation of such customers or suppliers provided that nothing in the Ordinary Course of Business unrelated to a Competing Business shall not constitute a violation of this Section 5.11(a)(iii). (b) Notwithstanding Section 5.11(a)6.1.1 shall prohibit Seller or any of Seller’s Affiliates from owning, none of the following activities shall constitute a violation of Section 5.11(a): (i) the advertisement of job openings by use of newspapersdirectly or indirectly, magazinessolely as an investment, the internet and other media not directed at employees, consultants or independent contractors of any Purchased Company; (ii) holding up to five per cent one percent (5%) of the outstanding securities of any class of any publicly-“publicly traded securities of a company that is engaged in a Competing Business; or (iii) the acquisition securities” of any business Restricted Business, meaning securities that are traded on a national or Person foreign securities exchange. 6.1.2 Seller agrees that during the Restricted Period Seller shall not and shall cause each of Seller’s Affiliates not to, directly or indirectly, solicit for employment or encourage to leave employment any employee or contractor of Buyer or the Company or any of their Affiliates. Nothing in this Section 6.1.2 shall prohibit Seller from placing general advertisements that may be targeted to a particular geographic or technical area but that are not specifically targeted toward employees of Buyer or the Company or any of their Affiliates. 6.1.3 Seller acknowledges that (an “Acquired Business”a) conducting a Competing Business in the United States provided that, as any violation of the date provisions of such acquisition, the revenue of such Competing Business for the last four fiscal quarters of such Acquired Business for which financial statements have been prepared is not greater than twenty-five per cent (25%) of the total revenue of the Acquired Business for such four fiscal quarter period (this Section 6.1 would cause irreparable harm to Buyer and continuing to engage in such acquired Competing Business so long as the foregoing percentage threshold continues to that money damages would not be exceeded). an adequate remedy for any such violation and (cb) Notwithstanding anything accordingly, Buyer and its Affiliates shall be entitled to the contrary set forth herein, in the event of a obtain injunctive or other equitable relief to prevent any actual or threatened breach of any of the such provisions of Section 5.11(a) (the “Restrictive Covenants”): (i) the Restricted Period shall be tolled during the pendency of any breach of any of the Restrictive Covenants; (ii) Buyer and its Affiliates (including the Purchased Companies) shall have the right and remedyto enforce such provisions specifically, without regard to the necessity of posting a bond or other security or of proving actual damages, by an appropriate court in the appropriate jurisdiction. The remedies provided in this Section 6.1 are cumulative and shall not exclude any other available remedyremedies to which Buyer may be entitled under this Agreement or Law, to (A) have and the Restrictive Covenants specifically enforced by any court of competent jurisdiction and (B) have issued an injunction restraining any such breach without posting exercise of a bond; it being understood that any breach of any of the Restrictive Covenants would cause irreparable and material Loss to Buyer and its Affiliates (including the Purchased Companies), the amount of which canremedy under this Section 6.1 shall not be readily determined and as to which neither Buyer nor deemed an election excluding any of its Affiliates (including the Purchased Companies) will have other remedy or any adequate remedy at Law or in equity;waiver thereof. (iii) it is the desire and intent of the parties hereto 6.1.4 If any Governmental Authority determines that the Restrictive Covenants be enforced to the fullest extent permissible foregoing restrictions are too broad or otherwise unreasonable under the Laws and public policies applied in each jurisdiction in which enforcement is sought and if any Restrictive Covenant shall be adjudicated finally to be invalid or unenforceableLaw, such Restrictive Covenant shall be amended to the maximum less restrictive limitations permitted under applicable Law to the extent necessary in order that such provision be valid and enforceable, the parties hereto hereby expressly acknowledge their desire that in such event such action be taken and the remainder of such Restrictive Covenant shall not thereby be affected and shall be given full effect without regard to invalid portions and such amendment shall apply only including with respect to time or geographical scope, such Governmental Authority is hereby requested and authorized by the operation Parties to revise the foregoing restriction to include the maximum restrictions allowable under Law. Seller acknowledges, however, that this Section 6.1 has been negotiated by each such Person and that the geographical scope and time limitations, as well as the limitation on activities, are reasonable in light of the Restrictive Covenant in circumstances pertaining to the particular jurisdiction in which such adjudication is made; and (iv) the parties hereto acknowledge and agree that the Restrictive Covenants are necessary for the protection and preservation of the value and the goodwill of Buyer’s and the Purchased Companies’ businesses and are reasonable and valid in geographical and temporal scope and in all other respectstransactions contemplated by this Agreement.

Non-Competition; Non-Solicitation. (a) In order for Buyer to have and enjoy the full benefit of the businesses of the Purchased Companies, and as a material inducement to Buyer to enter into this Agreement (without such inducement Buyer would not have entered into this Agreement), Griffon shall not, and shall cause its Subsidiaries to not: (i) for For a period of five three (53) years, years commencing on the Closing Date (the “Restricted Period”), undertakeneither any Seller nor Xxxxx or Xxxxx (each, participate a “Restricted Party” and collectively, the “Restricted Parties”) shall directly or indirectly, (i) engage in or carry on or be engaged in, or assist others in engaging in the Restricted Business in the Territory; (ii) have any financial or other an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) cause, induce or solicit any material actual or prospective franchise, supplier or licensor of the Business (including any existing or former franchise of any Seller and any Person that becomes a franchise of the Business after the Closing), or any other Person whose primary who has a material business isrelationship with the Business, a Competing Business anywhere in to terminate or adversely modify any such actual or prospective relationship. Notwithstanding the United States; foregoing, (i) the Sellers or Xxxxx or Xxxxx may own, directly or indirectly, solely as an investment, securities of any Person if such Seller, directly or indirectly, owns five percent (5%) or less of any class of securities of such Person and (ii) during the Restricted Period, solicit, attempt to solicit or knowingly encourage any employee or consultant of any Purchased Company (including any individual who has been an employee or consultant of any Purchased Company at any time during the preceding twenty-four (24) month period prior to the time of such solicitation, encouragement or hiring) to resign or leave the employ or service of such Purchased Company or otherwise hire, employ, engage or contract any such employee or consultant to perform services other than for the benefit of such Purchased Company; or (iii) during the Restricted Period, solicit, attempt to solicit or knowingly encourage any customer or supplier of any Purchased Company (including any Person who has been a customer or supplier of any Purchased Company at any time during the twelve (12) month period immediately prior to the time of such solicitation or encouragement) to alter, reduce or terminate its business relationship with such Purchased Company; provided, for the avoidance of doubt, solicitation of such customers or suppliers in the Ordinary Course of Business unrelated to a Competing Business shall not constitute a violation of this Section 5.11(a)(iiias set forth on Schedule 6.7(a). (b) Notwithstanding During the Restricted Period, no Restricted Party shall, directly or indirectly, hire or solicit any person who is offered employment by Buyer pursuant to Section 5.11(a)6.5(b) or is or was employed in the Business within the prior twelve (12) months, none or encourage any such employee to leave such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 6.7(b) shall prevent any Seller or any of the following activities shall constitute a violation of Section 5.11(a): its Affiliates from soliciting or hiring (i) the advertisement of job openings any employee whose employment has been terminated by use of newspapers, magazines, the internet and other media not directed at employees, consultants Buyer or independent contractors of any Purchased Company; (ii) holding up to five per cent (5%) of the outstanding securities of any class of any publicly-traded securities of a company that is engaged in a Competing Business; or (iii) the acquisition of any business or Person (an “Acquired Business”) conducting a Competing Business in the United States provided that, as of after 12 months from the date of such acquisitiontermination of employment, any employee whose employment has been terminated by the revenue of such Competing Business for the last four fiscal quarters of such Acquired Business for which financial statements have been prepared is not greater than twenty-five per cent (25%) of the total revenue of the Acquired Business for such four fiscal quarter period (and continuing to engage in such acquired Competing Business so long as the foregoing percentage threshold continues to not be exceeded)employee. (c) Notwithstanding anything The Restricted Parties acknowledge that a breach or threatened breach of this Section 6.7 would give rise to the contrary set forth hereinirreparable harm to Buyer, 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 any Seller of any of the provisions of Section 5.11(a) (the “Restrictive Covenants”): (i) the Restricted Period shall be tolled during the pendency of any breach of any of the Restrictive Covenants; (ii) such obligations, Buyer and its Affiliates (including the Purchased Companies) shall have the right and remedyshall, without regard in addition to any and all other rights and remedies that may be available remedyto it in respect of such breach, be entitled to (A) have the Restrictive Covenants specifically enforced by seek 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 post bond, subject to applicable Law). (d) The Restricted Parties acknowledge that the restrictions contained in this Section 6.7 are reasonable and (B) have issued an injunction restraining any such breach without posting necessary to protect the legitimate interests of Buyer and constitute a bond; it being understood material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any breach of covenant contained in this Section 6.7 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any of the Restrictive Covenants would cause irreparable jurisdiction, then any court is expressly empowered to reform such covenant, and material Loss to Buyer and its Affiliates (including the Purchased Companies), the amount of which cannot be readily determined and as to which neither Buyer nor any of its Affiliates (including the Purchased Companies) will have any adequate remedy at Law or in equity; (iii) it is the desire and intent of the parties hereto that the Restrictive Covenants be enforced to the fullest extent permissible under the Laws and public policies applied in each jurisdiction in which enforcement is sought and if any Restrictive Covenant such covenant shall be adjudicated finally to be invalid or unenforceabledeemed reformed, in such Restrictive Covenant shall be amended jurisdiction to the maximum less restrictive time, geographic, product or service or other limitations permitted under by applicable Law to Law. The covenants contained in this Section 6.7 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 extent necessary remaining covenants or provisions hereof, and any such invalidity or unenforceability in order that any jurisdiction shall not invalidate or render unenforceable such covenant or provision be valid and enforceablein any other jurisdiction. Nothing contained in this Section 6.7 applies to, or limits, the parties hereto hereby expressly acknowledge their desire that in such event such action be taken and the remainder of such Restrictive Covenant shall not thereby be affected and shall be given full effect without regard to invalid portions and such amendment shall apply only with respect to the operation of the Restrictive Covenant in the particular jurisdiction manner in which such adjudication work is made; and (iv) the parties hereto acknowledge and agree that the Restrictive Covenants are necessary performed by Sellers for the protection and preservation of the value and the goodwill of Buyer’s and the Purchased Companies’ businesses and are reasonable and valid in geographical and temporal scope and in all other respectsBuyer after Closing.

Non-Competition; Non-Solicitation. (a) In order for Buyer to have and enjoy the full benefit of the businesses of the Purchased Companies, and as a material inducement to Buyer to enter into this Agreement (without such inducement Buyer would not have entered into this Agreement), Griffon shall not, and shall cause its Subsidiaries to not: (i) for For a period of five three (53) years, years commencing on the Closing Date (the “Restricted Period”), undertakeeach Seller and Key Holder shall not, participate and shall not permit any of its Affiliates to, directly or indirectly, unless consented to by Buyer in writing, (i) engage in or carry on or be engaged in, or assist others in engaging in the Restricted Business in the Territory; (ii) have any financial or other an interest in any Person that engages, directly or indirectly, in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) cause, induce or encourage any material actual or prospective client, customer, supplier or licensor of the Business (including any existing or former client or customer of such Seller, such Key Holder and any Person that becomes a client or customer of the Business after the Closing), or any other Person whose primary who has a material business isrelationship with the Business, to terminate or modify any such actual or prospective relationship. Notwithstanding the foregoing, a Competing Business anywhere Seller or Key Holder may own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange if such Seller or Key Holder is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 5% or more of any class of securities of such Person. (b) During the Restricted Period, each of the Sellers and Key Holders shall not, and shall not permit any of its respective Affiliates to, directly or indirectly, hire or solicit any Person who is or was employed in the United States; (ii) Business during the Restricted Period, solicit, attempt to solicit or knowingly encourage any employee or consultant of any Purchased Company (including any individual who has been an employee or consultant of any Purchased Company at any time during the preceding twenty-four (24) month period prior to the time of such solicitation, encouragement or hiring) to resign or leave the employ or service of such Purchased Company or otherwise hire, employ, engage or contract any such employee to leave such employment or consultant to perform services other than for the benefit of hire any such Purchased Company; or (iii) during the Restricted Period, solicit, attempt to solicit or knowingly encourage any customer or supplier of any Purchased Company (including any Person employee who has been a customer or supplier of any Purchased Company at any time during the twelve (12) month period immediately prior to the time of left such solicitation or encouragement) to alter, reduce or terminate its business relationship with such Purchased Company; provided, for the avoidance of doubt, solicitation of such customers or suppliers in the Ordinary Course of Business unrelated to a Competing Business shall not constitute a violation of this Section 5.11(a)(iii). (b) Notwithstanding Section 5.11(a), none of the following activities shall constitute a violation of Section 5.11(a): (i) the advertisement of job openings by use of newspapers, magazines, the internet and other media not directed at employees, consultants or independent contractors of any Purchased Company; (ii) holding up to five per cent (5%) of the outstanding securities of any class of any publicly-traded securities of a company that is engaged in a Competing Business; or (iii) the acquisition of any business or Person (an “Acquired Business”) conducting a Competing Business in the United States provided that, as of the date of such acquisition, the revenue of such Competing Business for the last four fiscal quarters of such Acquired Business for which financial statements have been prepared is not greater than twenty-five per cent (25%) of the total revenue of the Acquired Business for such four fiscal quarter period (and continuing to engage in such acquired Competing Business so long as the foregoing percentage threshold continues to not be exceeded)employment. (c) Notwithstanding anything The Sellers and Key Holders each acknowledge that a breach or threatened breach of this Section 6.07 would give rise to the contrary set forth hereinirreparable harm to Buyer, 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 a Seller or Key Holder of any of the provisions of Section 5.11(a) (the “Restrictive Covenants”): (i) the Restricted Period shall be tolled during the pendency of any breach of any of the Restrictive Covenants; (ii) such obligations, Buyer and its Affiliates (including the Purchased Companies) shall have the right and remedyshall, without regard in addition to any and all other rights and remedies permitted by applicable Law that may be available remedyto it in respect of such breach, be entitled to (A) have the Restrictive Covenants specifically enforced by 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 post bond). (d) The Sellers and (B) have issued an injunction restraining any such breach without posting Key Holders each acknowledge that the restrictions contained in this Section 6.07 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a bond; it being understood material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any breach of covenant contained in this Section 6.07 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any of the Restrictive Covenants would cause irreparable jurisdiction, then any court is expressly empowered to reform such covenant, and material Loss to Buyer and its Affiliates (including the Purchased Companies), the amount of which cannot be readily determined and as to which neither Buyer nor any of its Affiliates (including the Purchased Companies) will have any adequate remedy at Law or in equity; (iii) it is the desire and intent of the parties hereto that the Restrictive Covenants be enforced to the fullest extent permissible under the Laws and public policies applied in each jurisdiction in which enforcement is sought and if any Restrictive Covenant such covenant shall be adjudicated finally to be invalid or unenforceabledeemed reformed, in such Restrictive Covenant shall be amended jurisdiction to the maximum less restrictive time, geographic, product or service or other limitations permitted under by applicable Law to the extent necessary Law. The covenants contained in order that this Section 6.07 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision be valid and enforceable, the parties hereto hereby expressly acknowledge their desire that in such event such action be taken and the remainder of such Restrictive Covenant as written shall not thereby be affected invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall be given full effect without regard to invalid portions and not invalidate or render unenforceable such amendment shall apply only with respect to the operation of the Restrictive Covenant covenant or provision in the particular jurisdiction in which such adjudication is made; and (iv) the parties hereto acknowledge and agree that the Restrictive Covenants are necessary for the protection and preservation of the value and the goodwill of Buyer’s and the Purchased Companies’ businesses and are reasonable and valid in geographical and temporal scope and in all any other respectsjurisdiction.

Non-Competition; Non-Solicitation. (a) In order for Buyer to have and enjoy the full benefit of the businesses of the Purchased Companies, and as a material inducement to Buyer to enter into this Agreement (without such inducement Buyer would not have entered into this Agreement), Griffon shall not, and shall cause its Subsidiaries to not: (i) for For a period of five (5) years, three years commencing on the Closing Date (the “Restricted Period”), undertakeSellers shall not, participate and shall not permit any of its Affiliates to, directly or indirectly: (i) engage in or carry on assist others in engaging in or be engaged inowning more than 5% of a company that creates, manufactures, and or sells CBD and related cannabinoid products or services anywhere in the world. (the “Restricted Business”) in any state in which Bxxx holds or has held in the last five (5) years a license to conduct the Restricted Business (the “Territory”); (ii) have any financial or other an interest in any other Person whose primary business is, a Competing Business anywhere that engages directly or indirectly in the United States; (ii) during Restricted Business in the Restricted PeriodTerritory in any capacity, solicitincluding as a partner, attempt to solicit shareholder, director, officer, member, manager, employee, principal, agent, advisor, or knowingly encourage any employee consultant; or consultant of any Purchased Company (including any individual who has been an employee or consultant of any Purchased Company at any time during the preceding twenty-four (24) month period prior to the time of such solicitation, encouragement or hiring) to resign or leave the employ or service of such Purchased Company or otherwise hire, employ, engage or contract any such employee or consultant to perform services other than for the benefit of such Purchased Company; or (iii) during intentionally interfere in any material respect with the Restricted Period, solicit, attempt to solicit or knowingly encourage any customer or supplier of any Purchased Company business relationships (including any Person who has been a customer or supplier of any Purchased Company at any time during the twelve (12) month period immediately whether formed prior to or after the time date of such solicitation or encouragementthis Agreement) to alter, reduce or terminate its business relationship with such Purchased Company; provided, for the avoidance of doubt, solicitation of such between Brio and customers or suppliers in the Ordinary Course of Business unrelated to a Competing Business shall not constitute a violation of this Section 5.11(a)(iii)Brio. (b) Notwithstanding During the Restricted Period, Sellers shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any current or former employee of Brio or encourage any employee to leave Brio’s employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.11(a), none 5.07(b) shall prevent Sellers or any of the following activities shall constitute a violation of Section 5.11(a): its Affiliates from hiring: (i) the advertisement of job openings any employee terminated by use of newspapers, magazines, the internet and other media not directed at employees, consultants Brio or independent contractors of any Purchased CompanyBuyer; or (ii) holding up to five per cent after one hundred eighty (5%180) of the outstanding securities of any class of any publicly-traded securities of a company that is engaged in a Competing Business; or (iii) the acquisition of any business or Person (an “Acquired Business”) conducting a Competing Business in the United States provided that, as of days from the date of such acquisitiontermination of employment, any employee whose employment has been terminated by the revenue of such Competing Business for the last four fiscal quarters of such Acquired Business for which financial statements have been prepared is not greater than twenty-five per cent (25%) of the total revenue of the Acquired Business for such four fiscal quarter period (and continuing to engage in such acquired Competing Business so long as the foregoing percentage threshold continues to not be exceeded)employee. (c) Notwithstanding anything Sellers acknowledges that a breach or threatened breach of this Section 5.07 would give rise to the contrary set forth hereinirreparable harm to Buyer, 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 Sellers of any of the provisions of Section 5.11(a) (the “Restrictive Covenants”): (i) the Restricted Period shall be tolled during the pendency of any breach of any of the Restrictive Covenants; (ii) such obligations, Buyer and its Affiliates (including the Purchased Companies) shall have the right and remedyshall, without regard in addition to any and all other rights and remedies that may be available remedyto it in respect of such breach, be entitled to (A) have the Restrictive Covenants specifically enforced by 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 post bond). (d) Sellers acknowledges that the restrictions contained in this Section 5.07 are reasonable and (B) have issued an injunction restraining any such breach without posting necessary to protect the legitimate interests of Buyer and constitute a bond; it being understood material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any breach of covenant contained in this Section 5.07 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any of the Restrictive Covenants would cause irreparable jurisdiction or any Governmental Order, then any court is expressly empowered to reform such covenant, and material Loss to Buyer and its Affiliates (including the Purchased Companies), the amount of which cannot be readily determined and as to which neither Buyer nor any of its Affiliates (including the Purchased Companies) will have any adequate remedy at Law or in equity; (iii) it is the desire and intent of the parties hereto that the Restrictive Covenants be enforced to the fullest extent permissible under the Laws and public policies applied in each jurisdiction in which enforcement is sought and if any Restrictive Covenant such covenant shall be adjudicated finally to be invalid or unenforceabledeemed reformed, in such Restrictive Covenant shall be amended jurisdiction to the maximum less restrictive time, geographic, product or service, or other limitations permitted under by applicable Law to the extent necessary or such Governmental Order. The covenants contained in order that this Section 5.07 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision be valid and enforceable, the parties hereto hereby expressly acknowledge their desire that in such event such action be taken and the remainder of such Restrictive Covenant as written shall not thereby be affected invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall be given full effect without regard to invalid portions and not invalidate or render unenforceable such amendment shall apply only with respect to the operation of the Restrictive Covenant covenant or provision in the particular jurisdiction in which such adjudication is made; and (iv) the parties hereto acknowledge and agree that the Restrictive Covenants are necessary for the protection and preservation of the value and the goodwill of Buyer’s and the Purchased Companies’ businesses and are reasonable and valid in geographical and temporal scope and in all any other respectsjurisdiction.

Non-Competition; Non-Solicitation. (a) In order for Buyer to have and enjoy For a period of three (3) years commencing on the full benefit Closing Date (the "Restricted Period"), each of the businesses Selling Parties shall not, and shall not permit any of their Affiliates to, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) cause, induce or encourage any material actual or prospective client, customer, supplier or licensor of the Purchased CompaniesBusiness (including any existing or former client or customer of Seller and any Person that becomes a client or customer of the Business after the Closing), or any other Person who has a material business relationship with the Business, to terminate or modify any such actual or prospective relationship. Notwithstanding the foregoing, the Selling Parties may own, directly or indirectly, solely as an investment, securities of Buyer or its Affiliates and of any Person traded on any national securities exchange if Seller is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 1% or more of any class of securities of such Person. (b) During the Restricted Period, each Selling Party shall not, and as shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any person who is offered employment by Buyer pursuant to Section 6.05(a) or is or was employed in the Business during the Restricted Period, or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 6.07(b) shall prevent any Selling Party or any of its Affiliates from hiring (i) any employee whose employment has been terminated by Buyer or (ii) after 180 days from the date of termination of employment, any employee whose employment has been terminated by the employee. (c) Each Selling Party acknowledges that a breach or threatened breach of this Section 6.07 would give rise to irreparable harm to Buyer, 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 Selling Parties of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to 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 post bond). (d) Each Selling Party acknowledges that the restrictions contained in this Section 6.07 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement (without such inducement Buyer would not have entered into and consummate the transactions contemplated by this Agreement). In the event that any covenant contained in this Section 6.07 should ever be adjudicated to exceed the time, Griffon shall notgeographic, 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 cause its Subsidiaries be deemed reformed, in such jurisdiction to not: (i) for a period of five (5) yearsthe maximum time, commencing on the Closing Date (the “Restricted Period”)geographic, undertake, participate in product or carry on or be engaged in, or have any financial service or other interest limitations permitted by applicable Law. The covenants contained in this Section 6.07 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 Person whose primary business is, a Competing Business anywhere in the United States; (ii) during the Restricted Period, solicit, attempt to solicit or knowingly encourage any employee or consultant of any Purchased Company (including any individual who has been an employee or consultant of any Purchased Company at any time during the preceding twenty-four (24) month period prior to the time of such solicitation, encouragement or hiring) to resign or leave the employ or service of such Purchased Company or otherwise hire, employ, engage or contract any such employee or consultant to perform services other than for the benefit of such Purchased Company; or (iii) during the Restricted Period, solicit, attempt to solicit or knowingly encourage any customer or supplier of any Purchased Company (including any Person who has been a customer or supplier of any Purchased Company at any time during the twelve (12) month period immediately prior to the time of such solicitation or encouragement) to alter, reduce or terminate its business relationship with such Purchased Company; provided, for the avoidance of doubt, solicitation of such customers or suppliers in the Ordinary Course of Business unrelated to a Competing Business shall not constitute a violation of this Section 5.11(a)(iii)jurisdiction. (b) Notwithstanding Section 5.11(a), none of the following activities shall constitute a violation of Section 5.11(a): (i) the advertisement of job openings by use of newspapers, magazines, the internet and other media not directed at employees, consultants or independent contractors of any Purchased Company; (ii) holding up to five per cent (5%) of the outstanding securities of any class of any publicly-traded securities of a company that is engaged in a Competing Business; or (iii) the acquisition of any business or Person (an “Acquired Business”) conducting a Competing Business in the United States provided that, as of the date of such acquisition, the revenue of such Competing Business for the last four fiscal quarters of such Acquired Business for which financial statements have been prepared is not greater than twenty-five per cent (25%) of the total revenue of the Acquired Business for such four fiscal quarter period (and continuing to engage in such acquired Competing Business so long as the foregoing percentage threshold continues to not be exceeded). (c) Notwithstanding anything to the contrary set forth herein, in the event of a breach of any of the provisions of Section 5.11(a) (the “Restrictive Covenants”): (i) the Restricted Period shall be tolled during the pendency of any breach of any of the Restrictive Covenants; (ii) Buyer and its Affiliates (including the Purchased Companies) shall have the right and remedy, without regard to any other available remedy, to (A) have the Restrictive Covenants specifically enforced by any court of competent jurisdiction and (B) have issued an injunction restraining any such breach without posting of a bond; it being understood that any breach of any of the Restrictive Covenants would cause irreparable and material Loss to Buyer and its Affiliates (including the Purchased Companies), the amount of which cannot be readily determined and as to which neither Buyer nor any of its Affiliates (including the Purchased Companies) will have any adequate remedy at Law or in equity; (iii) it is the desire and intent of the parties hereto that the Restrictive Covenants be enforced to the fullest extent permissible under the Laws and public policies applied in each jurisdiction in which enforcement is sought and if any Restrictive Covenant shall be adjudicated finally to be invalid or unenforceable, such Restrictive Covenant shall be amended to the maximum less restrictive limitations permitted under applicable Law to the extent necessary in order that such provision be valid and enforceable, the parties hereto hereby expressly acknowledge their desire that in such event such action be taken and the remainder of such Restrictive Covenant shall not thereby be affected and shall be given full effect without regard to invalid portions and such amendment shall apply only with respect to the operation of the Restrictive Covenant in the particular jurisdiction in which such adjudication is made; and (iv) the parties hereto acknowledge and agree that the Restrictive Covenants are necessary for the protection and preservation of the value and the goodwill of Buyer’s and the Purchased Companies’ businesses and are reasonable and valid in geographical and temporal scope and in all other respects.

Non-Competition; Non-Solicitation. (a) In order for Buyer to have and enjoy the full benefit of the businesses of the Purchased Companies, and as a material inducement to Buyer to enter into this Agreement (without such inducement Buyer would not have entered into this Agreement), Griffon shall not, and shall cause its Subsidiaries to not: (i) for For a period of five (5) years, years commencing on the Closing Date (the “Restricted Period”), undertakeeach of the Seller Parties agrees it shall not, participate and shall not permit any of its respective Affiliates to, directly or indirectly, (i) engage in or carry on or be engaged in, or assist others in engaging in the Restricted Business in the Territory; (ii) have any financial or other an interest in any other Person whose primary business is, a Competing Business anywhere that engages directly or indirectly in the United States; Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant. Notwithstanding the foregoing, Kucera, JVK and their respective Affiliates shall not be limited from engaging in Restricted Business in the Territory. Moreover, each of the Seller Parties may own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange if such Seller Party is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own five percent (ii5%) during or more of any class of securities of such Person. Nothing in this Agreement shall limit Brooks from advising clients in her capacity as a certified public accountant, including clients engaging in the Restricted Period, solicit, attempt to solicit or knowingly encourage any employee or consultant of any Purchased Company (including any individual who has been an employee or consultant of any Purchased Company at any time during the preceding twenty-four (24) month period prior to the time of such solicitation, encouragement or hiring) to resign or leave the employ or service of such Purchased Company or otherwise hire, employ, engage or contract any such employee or consultant to perform services other than for the benefit of such Purchased Company; or (iii) during the Restricted Period, solicit, attempt to solicit or knowingly encourage any customer or supplier of any Purchased Company (including any Person who has been a customer or supplier of any Purchased Company at any time during the twelve (12) month period immediately prior to the time of such solicitation or encouragement) to alter, reduce or terminate its business relationship with such Purchased Company; provided, for the avoidance of doubt, solicitation of such customers or suppliers Business in the Ordinary Course of Business unrelated to Territory. Nothing in this Agreement shall limit a Competing Business Seller Party or its Affiliates from acting as a manufacturer’s representative for HVAC equipment, and acting as such shall not constitute be engaging in a violation of this Section 5.11(a)(iii)Restricted Business. (b) Notwithstanding Section 5.11(a)During the Restricted Period, none each of the following activities Seller Parties agrees it shall constitute not, and shall not permit any of its respective Affiliates to, directly or indirectly, hire or solicit any employee of the Company or the Buyer or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a violation general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 6.07(b) shall prevent a Seller Party or any of Section 5.11(a): their respective Affiliates from hiring (i) the advertisement of job openings by use of newspapersDan Benson, magazines, the internet and other media not directed at employees, consultants or independent contractors of any Purchased Company; (ii) holding up to five per cent (5%) of any employee whose employment has been terminated by the outstanding securities of any class of any publicly-traded securities of a company that is engaged in a Competing Business; Company or Buyer or (iii) the acquisition of any business or Person (an “Acquired Business”) conducting a Competing Business in the United States provided that, as of after 365 days from the date of such acquisitiontermination of employment, any employee whose employment has been terminated by the revenue of such Competing Business for the last four fiscal quarters of such Acquired Business for which financial statements have been prepared is not greater than twenty-five per cent (25%) of the total revenue of the Acquired Business for such four fiscal quarter period (and continuing to engage in such acquired Competing Business so long as the foregoing percentage threshold continues to not be exceeded)employee. (c) Notwithstanding anything During the Restricted Period, each Seller Party agrees it shall not, and shall not permit any of its respective Affiliates to, directly or indirectly, solicit, or attempt to solicit, any clients or customers of the Company or potential clients or customers of the Company for purposes of diverting their business or services from the Company as conducted on the date of Closing. Nothing in this Agreement shall limit a D-Velopment, Brooks, TFT, Benson or Tobolski or their respective Affiliates from soliciting any business, other than Restricted Business, from current and future customers or suppliers of the Company. Kucera, JVK and their respective Affiliates shall not be limited from soliciting any business, including Restricted Business, from current and future customers or suppliers of the Company. (d) Each Seller Party acknowledges that a breach or threatened breach of this Section 6.07 would give rise to irreparable harm to the contrary set forth hereinCompany and/or Buyer, 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 such Seller Party of any of the provisions of Section 5.11(a) (the “Restrictive Covenants”): (i) the Restricted Period shall be tolled during the pendency of any breach of any of the Restrictive Covenants; (ii) such obligations, Buyer and its Affiliates (including the Purchased Companies) shall have the right and remedyshall, without regard in addition to any and all other rights and remedies that may be available remedyto it in respect of such breach, be entitled to (A) have the Restrictive Covenants specifically enforced by 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 post bond). (e) Each Seller Party acknowledges that the restrictions applicable to such Seller Party contained in this Section 6.07 are reasonable and (B) have issued an injunction restraining any such breach without posting necessary to protect the legitimate interests of Buyer and constitute a bond; it being understood material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any breach of covenant contained in this Section 6.07 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any of the Restrictive Covenants would cause irreparable jurisdiction, then any court is expressly empowered to reform such covenant, and material Loss to Buyer and its Affiliates (including the Purchased Companies), the amount of which cannot be readily determined and as to which neither Buyer nor any of its Affiliates (including the Purchased Companies) will have any adequate remedy at Law or in equity; (iii) it is the desire and intent of the parties hereto that the Restrictive Covenants be enforced to the fullest extent permissible under the Laws and public policies applied in each jurisdiction in which enforcement is sought and if any Restrictive Covenant such covenant shall be adjudicated finally to be invalid or unenforceabledeemed reformed, in such Restrictive Covenant shall be amended jurisdiction to the maximum less restrictive time, geographic, product or service, or other limitations permitted under by applicable Law to the extent necessary Law. The covenants contained in order that this Section 6.07 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision be valid and enforceable, the parties hereto hereby expressly acknowledge their desire that in such event such action be taken and the remainder of such Restrictive Covenant as written shall not thereby be affected invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall be given full effect without regard to invalid portions and not invalidate or render unenforceable such amendment shall apply only with respect to the operation of the Restrictive Covenant covenant or provision in the particular jurisdiction in which such adjudication is made; and (iv) the parties hereto acknowledge and agree that the Restrictive Covenants are necessary for the protection and preservation of the value and the goodwill of Buyer’s and the Purchased Companies’ businesses and are reasonable and valid in geographical and temporal scope and in all any other respectsjurisdiction.

Non-Competition; Non-Solicitation. (a) In order for Buyer to have and enjoy the full benefit of the businesses of the Purchased Companies, and as a material inducement to Buyer to enter into this Agreement (without such inducement Buyer would not have entered into this Agreement), Griffon shall not, and shall cause its Subsidiaries to not: (i) for For a period of five (5) years, years commencing on the Closing Date (the “Restricted Period”), undertakeSellers shall not, participate and shall not permit any of their Affiliates to, directly or indirectly, (i) engage in or carry on or be engaged in, or assist others in engaging in the Restricted Business in the Territory; (ii) have any financial or other an interest in any other Person whose primary business is, a Competing Business anywhere that engages directly or indirectly in the United States; Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iiiii) during the Restricted Periodcause, solicit, attempt to solicit induce or knowingly encourage any employee material actual or consultant prospective client, customer, supplier or licensor of any Purchased Company the Business (including any individual who has been an employee existing or consultant former client or customer of any Purchased Company at Seller and any time during Person that becomes a client or customer of the preceding twenty-four (24) month period prior to Business after the time of such solicitationClosing), encouragement or hiring) to resign or leave the employ or service of such Purchased Company or otherwise hire, employ, engage or contract any such employee or consultant to perform services other than for the benefit of such Purchased Company; or (iii) during the Restricted Period, solicit, attempt to solicit or knowingly encourage any customer or supplier of any Purchased Company (including any Person who has been a customer or supplier of any Purchased Company at any time during the twelve (12) month period immediately prior to the time of such solicitation or encouragement) to alter, reduce or terminate its material business relationship with the Business, to terminate or modify any such Purchased Company; provided, for actual or prospective relationship. For the avoidance of doubt, solicitation no employee of such customers or suppliers in any Seller who is an Affiliate shall be bound by the Ordinary Course of Business unrelated to a Competing Business shall not constitute a violation provisions of this Section 5.11(a)(iii6.07(a). (b) Notwithstanding During the Restricted Period, Sellers shall not, and shall not permit any of their Affiliates to, directly or indirectly, hire or solicit any person who is offered employment by Buyer pursuant to Section 5.11(a)6.05(a) or is or was employed in the Business during the Restricted Period, none or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 6.07(b) shall prevent Sellers or any of the following activities shall constitute a violation of Section 5.11(a): their Affiliates from hiring (i) the advertisement of job openings any employee whose employment has been terminated by use of newspapers, magazines, the internet and other media not directed at employees, consultants Buyer or independent contractors of any Purchased Company; (ii) holding up to five per cent (5%) of the outstanding securities of any class of any publicly-traded securities of a company that is engaged in a Competing Business; or (iii) the acquisition of any business or Person (an “Acquired Business”) conducting a Competing Business in the United States provided that, as of after one year from the date of such acquisitiontermination of employment, any employee whose employment has been terminated by the revenue employee. For the avoidance of such Competing Business for doubt, no employee of any Seller who is an Affiliate shall be bound by the last four fiscal quarters provisions of such Acquired Business for which financial statements have been prepared is not greater than twenty-five per cent (25%) of the total revenue of the Acquired Business for such four fiscal quarter period (and continuing to engage in such acquired Competing Business so long as the foregoing percentage threshold continues to not be exceededthis Section 6.07(b). (c) Notwithstanding anything Sellers acknowledge that a breach or threatened breach of this Section 6.07 would give rise to the contrary set forth hereinirreparable harm to Buyer, 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 Sellers of any of the provisions of Section 5.11(a) (the “Restrictive Covenants”): (i) the Restricted Period shall be tolled during the pendency of any breach of any of the Restrictive Covenants; (ii) such obligations, Buyer and its Affiliates (including the Purchased Companies) shall have the right and remedyshall, without regard in addition to any and all other rights and remedies that may be available remedyto it in respect of such breach, be entitled to (A) have the Restrictive Covenants specifically enforced by 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 post bond). (d) Sellers acknowledge that the restrictions contained in this Section 6.07 are reasonable and (B) have issued an injunction restraining any such breach without posting necessary to protect the legitimate interests of Buyer and constitute a bond; it being understood material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any breach of covenant contained in this Section 6.07 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any of the Restrictive Covenants would cause irreparable jurisdiction, then any court is expressly empowered to reform such covenant, and material Loss to Buyer and its Affiliates (including the Purchased Companies), the amount of which cannot be readily determined and as to which neither Buyer nor any of its Affiliates (including the Purchased Companies) will have any adequate remedy at Law or in equity; (iii) it is the desire and intent of the parties hereto that the Restrictive Covenants be enforced to the fullest extent permissible under the Laws and public policies applied in each jurisdiction in which enforcement is sought and if any Restrictive Covenant such covenant shall be adjudicated finally to be invalid or unenforceabledeemed reformed, in such Restrictive Covenant shall be amended jurisdiction to the maximum less restrictive time, geographic, product or service or other limitations permitted under by applicable Law to the extent necessary Law. The covenants contained in order that this Section 6.07 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision be valid and enforceable, the parties hereto hereby expressly acknowledge their desire that in such event such action be taken and the remainder of such Restrictive Covenant as written shall not thereby be affected invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall be given full effect without regard to invalid portions and not invalidate or render unenforceable such amendment shall apply only with respect to the operation of the Restrictive Covenant covenant or provision in the particular jurisdiction in which such adjudication is made; and (iv) the parties hereto acknowledge and agree that the Restrictive Covenants are necessary for the protection and preservation of the value and the goodwill of Buyer’s and the Purchased Companies’ businesses and are reasonable and valid in geographical and temporal scope and in all any other respectsjurisdiction.

Non-Competition; Non-Solicitation. (a) In order for Buyer to have and enjoy the full benefit of the businesses of the Purchased Companies, and as a material inducement to Buyer to enter into this Agreement (without such inducement Buyer would not have entered into this Agreement), Griffon shall not, and shall cause its Subsidiaries to not: (i) for For a period of five (5) years, years commencing on the Closing Date (the “Restricted Period”), undertakeSeller shall not, participate and shall not permit any of its Affiliates to, directly or indirectly, (i) engage in or carry on or be engaged in, or assist others in engaging in the Restricted Business in the Territory; (ii) have any financial or other an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant or (iii) cause, induce or encourage any material actual or prospective client, customer, supplier or licensor of the Business (including any existing or former client or customer of Seller and any Person that becomes a client or customer of the Business after the Closing), or any other Person whose primary who has a material business isrelationship with the Business, to terminate or modify any such actual or prospective relationship. Notwithstanding the foregoing, Seller may own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange if Seller is not a Competing Business anywhere controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 5% or more of any class of securities of such Person. (b) During the Restricted Period, Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any person who is offered employment by Buyer or is employed in the United States; (ii) XXXX business during the Restricted Period, solicit, attempt to solicit or knowingly encourage any employee or consultant of any Purchased Company (including any individual who has been an employee or consultant of any Purchased Company at any time during the preceding twenty-four (24) month period prior to the time of such solicitation, encouragement or hiring) to resign or leave the employ or service of such Purchased Company or otherwise hire, employ, engage or contract any such employee to leave such employment or consultant to perform services other than for the benefit of hire any such Purchased Company; or (iii) during the Restricted Period, solicit, attempt to solicit or knowingly encourage any customer or supplier of any Purchased Company (including any Person employee who has been a customer or supplier of any Purchased Company at any time during the twelve (12) month period immediately prior to the time of left such solicitation or encouragement) to alteremployment, reduce or terminate its business relationship with such Purchased Company; provided, for the avoidance of doubt, solicitation of such customers or suppliers in the Ordinary Course of Business unrelated except pursuant to a Competing Business shall not constitute a violation of this Section 5.11(a)(iii). (b) Notwithstanding Section 5.11(a), none of the following activities shall constitute a violation of Section 5.11(a): (i) the advertisement of job openings by use of newspapers, magazines, the internet and other media general solicitation which is not directed at specifically to any such employees, consultants or independent contractors of any Purchased Company; (ii) holding up to five per cent (5%) of the outstanding securities of any class of any publicly-traded securities of a company that is engaged in a Competing Business; or (iii) the acquisition of any business or Person (an “Acquired Business”) conducting a Competing Business in the United States provided that, as of the date of such acquisition, the revenue of such Competing Business for the last four fiscal quarters of such Acquired Business for which financial statements have been prepared is not greater than twenty-five per cent (25%) of the total revenue of the Acquired Business for such four fiscal quarter period (and continuing to engage in such acquired Competing Business so long as the foregoing percentage threshold continues to not be exceeded). (c) Notwithstanding anything Seller acknowledges that a breach or threatened breach of this ‎Section 5.11 would give rise to the contrary set forth hereinirreparable harm to Buyer, 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 Seller of any of the provisions of Section 5.11(a) (the “Restrictive Covenants”): (i) the Restricted Period shall be tolled during the pendency of any breach of any of the Restrictive Covenants; (ii) such obligations, Buyer and its Affiliates (including the Purchased Companies) shall have the right and remedyshall, without regard in addition to any and all other rights and remedies that may be available remedyto it in respect of such breach, be entitled to (A) have the Restrictive Covenants specifically enforced by 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 post bond). (d) Seller acknowledges that the restrictions contained in this ‎Section 5.11 are reasonable and (B) have issued an injunction restraining any such breach without posting necessary to protect the legitimate interests of Buyer and constitute a bond; it being understood material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any breach of covenant contained in this ‎Section 5.11 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any of the Restrictive Covenants would cause irreparable jurisdiction, then any court is expressly empowered to reform such covenant, and material Loss to Buyer and its Affiliates (including the Purchased Companies), the amount of which cannot be readily determined and as to which neither Buyer nor any of its Affiliates (including the Purchased Companies) will have any adequate remedy at Law or in equity; (iii) it is the desire and intent of the parties hereto that the Restrictive Covenants be enforced to the fullest extent permissible under the Laws and public policies applied in each jurisdiction in which enforcement is sought and if any Restrictive Covenant such covenant shall be adjudicated finally to be invalid or unenforceabledeemed reformed, in such Restrictive Covenant shall be amended jurisdiction to the maximum less restrictive time, geographic, product or service or other limitations permitted under by applicable Law to the extent necessary Law. The covenants contained in order that this ‎Section 5.11 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision be valid and enforceable, the parties hereto hereby expressly acknowledge their desire that in such event such action be taken and the remainder of such Restrictive Covenant as written shall not thereby be affected invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall be given full effect without regard to invalid portions and not invalidate or render unenforceable such amendment shall apply only with respect to the operation of the Restrictive Covenant covenant or provision in the particular jurisdiction in which such adjudication is made; and (iv) the parties hereto acknowledge and agree that the Restrictive Covenants are necessary for the protection and preservation of the value and the goodwill of Buyer’s and the Purchased Companies’ businesses and are reasonable and valid in geographical and temporal scope and in all any other respectsjurisdiction.

Non-Competition; Non-Solicitation. (a) In order for Buyer to have Seller hereby covenants and enjoy agrees that from and after the full benefit Closing Date and during the three (3) year period thereafter, Seller shall not directly or indirectly (except as otherwise contemplated in this Article VI on behalf of the businesses of the Purchased Companies, and as a material inducement to Buyer to enter into this Agreement (without such inducement Buyer would not have entered into this Agreement), Griffon shall not, and shall cause its Subsidiaries to not:Purchaser): (i) for a period of five (5) years, commencing on the Closing Date (the “Restricted Period”), undertake, participate in or carry on or be engaged engage in, or control, advise, manage or receive any economic benefit from, have any financial interest in (except investment in not more than two percent (2%) of any class of securities of any publicly traded company) or exert any influence upon any business, corporation or other interest in any other Person whose primary business iswhich conducts, a Competing Business activities anywhere in the United Statesworld the same as or similar to any activities of the Business; (ii) during the Restricted Period, solicit, divert or attempt to solicit or knowingly encourage divert any employee Person who is, was, or consultant was solicited to become, a customer or supplier of any Purchased Company (including any individual who has been an employee or consultant of any Purchased Company the Business at any time during the preceding twenty-four (24) month period prior to the time of such solicitation, encouragement or hiring) to resign or leave the employ or service of such Purchased Company or otherwise hire, employ, engage or contract any such employee or consultant to perform services other than for the benefit of such Purchased Companydate hereof; or (iii) employ, solicit for employment or encourage to leave his or her employment, in each case, either as an officer or employee, any Transferred Employee or any other individual who was during the Restricted Period, solicit, attempt to solicit or knowingly encourage any customer or supplier of any Purchased Company twenty-four (including any Person who has been a customer or supplier of any Purchased Company at any time during the twelve (12) month 24)-month period immediately prior to such employment, solicitation or encouragement, or is at the time of such employment, solicitation or encouragement) to alter, reduce an officer or terminate employee of Purchaser or any of its business relationship with such Purchased Company; provided, for the avoidance Affiliates (or any successor corporation into which Purchaser or any of doubt, solicitation of such customers its Affiliates may be merged or suppliers in the Ordinary Course of Business unrelated to a Competing Business shall not constitute a violation of this Section 5.11(a)(iiiconsolidated). (b) Notwithstanding Section 5.11(a), none of the following activities shall constitute Seller acknowledges that Purchaser would be irreparably harmed by a violation of Section 5.11(a): (i) the advertisement of job openings by use of newspapers6.8(a), magazinesand Seller agrees that Purchaser, the internet in addition to any other remedies available to it for such breach or threatened breach, shall be entitled to a preliminary injunction, temporary restraining order, permanent injunction and other media not directed at employeesequivalent relief, consultants restraining Seller from any actual or independent contractors threatened breach of Section 6.8(a). Seller agrees to waive any Purchased Company; requirement that a bond be posted in order for Purchaser to secure an injunction or other equitable remedy (ii) holding up to five per cent (5%) of the outstanding securities of any class of any publicly-traded securities of a company that is engaged in a Competing Business; or (iii) the acquisition of any business or Person (an “Acquired Business”) conducting a Competing Business in the United States provided thator, as of the date of if such acquisition, the revenue of such Competing Business for the last four fiscal quarters of such Acquired Business for which financial statements have been prepared is not greater than twenty-five per cent (25%) of the total revenue of the Acquired Business for such four fiscal quarter period (and continuing to engage in such acquired Competing Business so long as the foregoing percentage threshold continues to requirement cannot be exceededwaived under applicable law, Seller agrees that such bond need not be more than a nominal sum). All remedies shall be in addition to, and not in limitation of, all other remedies available at law, in equity or otherwise. (c) Notwithstanding anything to the contrary set forth herein, in the event of a breach of any of If the provisions of Section 5.11(a6.8(a) (the “Restrictive Covenants”): (i) the Restricted Period shall be tolled during the pendency of any breach of any of the Restrictive Covenants; (ii) Buyer and its Affiliates (including the Purchased Companies) shall have the right and remedy, without regard to any other available remedy, to (A) have the Restrictive Covenants specifically enforced by any court of competent jurisdiction and (B) have issued an injunction restraining any such breach without posting of a bond; it being understood that any breach of any of the Restrictive Covenants would cause irreparable and material Loss to Buyer and its Affiliates (including the Purchased Companies), the amount of which cannot be readily are determined and as to which neither Buyer nor any of its Affiliates (including the Purchased Companies) will have any adequate remedy at Law or in equity; (iii) it is the desire and intent of the parties hereto that the Restrictive Covenants be enforced to the fullest extent permissible under the Laws and public policies applied in each jurisdiction in which enforcement is sought and if any Restrictive Covenant shall be adjudicated finally to be invalid or unenforceableunenforceable for any reason, such Restrictive Covenant including by reason of being vague or unreasonable as to duration, area or scope of activity, then Section 6.8(a) shall be considered divisible (with the other provisions of Section 6.8(a) to remain in full force and effect) and the invalid or unenforceable provisions shall become and be deemed to be immediately amended to include only such time, area, scope of activity and other restrictions, as may be determined to be reasonable and enforceable by the maximum less restrictive limitations permitted under applicable Law to court or other body having jurisdiction over the extent necessary in order matter, and Seller expressly agrees that such provision Section 6.8(a), as so amended, shall be valid and enforceable, the parties hereto hereby expressly acknowledge their desire that in such event such action be taken and the remainder of such Restrictive Covenant shall binding as though any invalid or unenforceable provision had not thereby be affected and shall be given full effect without regard to invalid portions and such amendment shall apply only with respect to the operation of the Restrictive Covenant in the particular jurisdiction in which such adjudication is made; and (iv) the parties hereto acknowledge and agree that the Restrictive Covenants are necessary for the protection and preservation of the value and the goodwill of Buyer’s and the Purchased Companies’ businesses and are reasonable and valid in geographical and temporal scope and in all other respectsbeen included therein.

Non-Competition; Non-Solicitation. (a) In order During the period while you are employed hereunder and for Buyer to have and enjoy a period of two years following the full benefit termination of your employment hereunder for any reason or for no reason you will not, without the prior written consent of the businesses of the Purchased Companies, and as a material inducement to Buyer to enter into this Agreement (without such inducement Buyer would not have entered into this Agreement), Griffon shall not, and shall cause its Subsidiaries to notCompany: (i) for For yourself or on behalf of any other person or entity, directly or indirectly, either as principal, partner, stockholder, officer, director, member, employee, consultant, agent, representative or in any other capacity, own, manage, operate or control, or be concerned, connected or employed by, or otherwise associate in any manner with, engage in, or have a period financial interest in, any business which is directly or indirectly competitive with the business of five the Company (5each, a “Restricted Activity”) years, commencing on in each state that the Closing Date Company has properties at the time of termination (the “Restricted PeriodTerritory”), undertakeexcept that (A) nothing contained herein will preclude you from purchasing or owning securities of any such business if such securities are publicly traded, participate and provided that your holdings do not exceed four percent of the issued and outstanding securities of any class of securities of such business, and (B) nothing contained herein will prevent you from engaging in a Restricted Activity for or carry on with respect to any subsidiary, division or be affiliate or unit (each, a “Unit”) of an entity if that Unit is not engaged in, or have any financial or other interest in any business which is competitive with the business of the Company, irrespective of whether some other Person whose primary business is, Unit of such entity engages in such competition (as long as you do not engage in a Competing Business anywhere in the United States;Restricted Activity for such other Unit); or (ii) during the Restricted PeriodEither individually or on behalf of or through any third party, directly or indirectly, solicit, divert or appropriate or attempt to solicit solicit, divert or knowingly encourage any employee or consultant of any Purchased Company (including any individual who has been an employee or consultant of any Purchased Company at any time during the preceding twenty-four (24) month period prior to the time of such solicitationappropriate, encouragement or hiring) to resign or leave the employ or service of such Purchased Company or otherwise hire, employ, engage or contract any such employee or consultant to perform services other than for the benefit purpose of such Purchased competing with the Company, any customers or patrons of the Company, or any prospective customers or patrons with respect to which the Company has developed or made a sales presentation (or similar offering of services); or (iii) during the Restricted PeriodEither individually or on behalf of or through any third party, solicit, entice or persuade or attempt to solicit solicit, entice or knowingly encourage persuade any customer employee of or supplier of any Purchased Company (including any Person who has been a customer or supplier of any Purchased Company at any time during the twelve (12) month period immediately prior consultant to the time Company to leave the service of such solicitation or encouragement) to alter, reduce or terminate its business relationship with such Purchased the Company; provided, for the avoidance of doubthowever, solicitation of such customers or suppliers in the Ordinary Course of Business unrelated to a Competing Business shall not constitute a violation of this Section 5.11(a)(iii). (b) Notwithstanding Section 5.11(a), none of the following activities shall constitute a violation of Section 5.11(a): (i) the advertisement of job openings by use of newspapers, magazines, the internet and other media not directed at employees, consultants or independent contractors of any Purchased Company; (ii) holding up to five per cent (5%) of the outstanding securities of any class of any publicly-traded securities of a company that is engaged in a Competing Business; or (iii) the acquisition of any business or Person (an “Acquired Business”) conducting a Competing Business in the United States provided that, as of the date of such acquisition, the revenue of such Competing Business for the last four fiscal quarters of such Acquired Business for which financial statements have been prepared is not greater than twenty-five per cent (25%) of the total revenue of the Acquired Business for such four fiscal quarter period (and continuing to engage in such acquired Competing Business so long as the foregoing percentage threshold continues to provisions will not be exceeded). (c) Notwithstanding anything to the contrary set forth herein, in the event of a breach of any of the provisions of Section 5.11(a) (the “Restrictive Covenants”): (i) the Restricted Period shall be tolled during the pendency of any breach of any of the Restrictive Covenants; (ii) Buyer and its Affiliates (including the Purchased Companies) shall have the right and remedy, without regard to any other available remedy, to (A) have the Restrictive Covenants specifically enforced by any court of competent jurisdiction and (B) have issued an injunction restraining prevent you from hiring any such breach person who contacts you on his or her own initiative without posting any direct or indirect solicitation by or encouragement from or on behalf of a bond; it being understood that any breach of any of the Restrictive Covenants would cause irreparable and material Loss to Buyer and its Affiliates (including the Purchased Companies), the amount of which cannot be readily determined and as to which neither Buyer nor any of its Affiliates (including the Purchased Companies) will have any adequate remedy at Law you or in equity; (iii) it is the desire and intent of the parties hereto that the Restrictive Covenants be enforced to the fullest extent permissible under the Laws and public policies applied in each jurisdiction in which enforcement is sought and if any Restrictive Covenant shall be adjudicated finally to be invalid or unenforceable, such Restrictive Covenant shall be amended to the maximum less restrictive limitations permitted under applicable Law to the extent necessary in order that such provision be valid and enforceable, the parties hereto hereby expressly acknowledge their desire that in such event such action be taken and the remainder of such Restrictive Covenant shall not thereby be affected and shall be given full effect without regard to invalid portions and such amendment shall apply only with respect to the operation of the Restrictive Covenant in the particular jurisdiction in which such adjudication is made; and (iv) the parties hereto acknowledge and agree that the Restrictive Covenants are necessary for the protection and preservation of the value and the goodwill of Buyer’s and the Purchased Companies’ businesses and are reasonable and valid in geographical and temporal scope and in all other respectsyour representatives.

Non-Competition; Non-Solicitation. (a) In order for Buyer to have and enjoy the full benefit of the businesses of the Purchased Companies, and as a material inducement to Buyer to enter into this Agreement (without such inducement Buyer would not have entered into this Agreement), Griffon shall not, and shall cause its Subsidiaries to not: (i) for For a period of five (5) years, three years commencing on the Closing Date (the “Restricted Period”), undertakeSeller shall not, participate in or carry on or be engaged in, or have and shall not permit any financial or other interest in any other Person whose primary business is, a Competing Business anywhere in the United States; (ii) during of the Restricted PeriodPersons to, solicit, attempt to solicit directly or knowingly encourage any employee or consultant of any Purchased Company indirectly (including any individual who has been an employee or consultant of any Purchased Company at any time during the preceding twenty-four (24) month period prior to the time of such solicitation, encouragement or hiring) to resign or leave the employ or service of such Purchased Company or otherwise hire, employ, engage or contract any such employee or consultant to perform services other than except for the benefit of such Purchased Companythe Buyer or its Affiliates, including in connection with any obligations under the Co-Pack Agreement), (i) engage in or assist others in engaging in the Restricted Business in the Territory; or (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) during the Restricted Periodcause, solicit, attempt to solicit induce or knowingly encourage any customer material actual or prospective client, customer, supplier or licensor of any Purchased Company the Business (including any existing or former client or customer of Seller and any Person that becomes a client or customer of the Business after the Closing), or any other Person who has been a customer or supplier of any Purchased Company at any time during the twelve (12) month period immediately prior to the time of such solicitation or encouragement) to alter, reduce or terminate its material business relationship with the Business, to terminate or modify any such Purchased Company; providedactual or prospective relationship. Notwithstanding the foregoing, for the avoidance Seller may own, directly or indirectly, solely as an investment, securities of doubtany Person traded on any national securities exchange if Seller is not a controlling Person of, solicitation or a member of a group which controls, such Person and does not, directly or indirectly, own 5% or more of any class of securities of such customers or suppliers in the Ordinary Course of Business unrelated to a Competing Business shall not constitute a violation of this Section 5.11(a)(iii)Person. (b) Notwithstanding Seller acknowledges that a breach or threatened breach of this Section 5.11(a)6.07 would give rise to irreparable harm to Buyer, none for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of the following activities shall constitute a violation of Section 5.11(a): (i) the advertisement of job openings breach or a threatened breach by use of newspapers, magazines, the internet and other media not directed at employees, consultants or independent contractors Seller of any Purchased Company; (ii) holding up such obligations, Buyer shall, in addition to five per cent (5%) of the outstanding securities of any class of any publicly-traded securities of a company and all other rights and remedies that is engaged may be available to it in a Competing Business; or (iii) the acquisition of any business or Person (an “Acquired Business”) conducting a Competing Business in the United States provided that, as of the date respect of such acquisitionbreach, the revenue be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of such Competing Business for the last four fiscal quarters of such Acquired Business for which financial statements have been prepared is not greater than twenty-five per cent competent jurisdiction (25%) of the total revenue of the Acquired Business for such four fiscal quarter period (and continuing without any requirement to engage in such acquired Competing Business so long as the foregoing percentage threshold continues to not be exceededpost bond). (c) Notwithstanding anything Seller acknowledges that the restrictions contained in this Section 6.07 are reasonable and necessary to protect the contrary set forth hereinlegitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 6.07 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 the event of a breach of any of the provisions of Section 5.11(a) (the “Restrictive Covenants”): (i) the Restricted Period shall be tolled during the pendency of any breach of any of the Restrictive Covenants; (ii) Buyer and its Affiliates (including the Purchased Companies) shall have the right and remedy, without regard to any other available remedy, to (A) have the Restrictive Covenants specifically enforced by any court of competent such jurisdiction and (B) have issued an injunction restraining any such breach without posting of a bond; it being understood that any breach of any of the Restrictive Covenants would cause irreparable and material Loss to Buyer and its Affiliates (including the Purchased Companies), the amount of which cannot be readily determined and as to which neither Buyer nor any of its Affiliates (including the Purchased Companies) will have any adequate remedy at Law or in equity; (iii) it is the desire and intent of the parties hereto that the Restrictive Covenants be enforced to the fullest extent permissible under the Laws and public policies applied in each jurisdiction in which enforcement is sought and if any Restrictive Covenant shall be adjudicated finally to be invalid or unenforceable, such Restrictive Covenant shall be amended to the maximum less restrictive time, geographic, product or service or other limitations permitted under by applicable Law to the extent necessary Law. The covenants contained in order that this Section 6.07 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision be valid and enforceable, the parties hereto hereby expressly acknowledge their desire that in such event such action be taken and the remainder of such Restrictive Covenant as written shall not thereby be affected invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall be given full effect without regard to invalid portions and not invalidate or render unenforceable such amendment shall apply only with respect to the operation of the Restrictive Covenant covenant or provision in the particular jurisdiction in which such adjudication is made; and (iv) the parties hereto acknowledge and agree that the Restrictive Covenants are necessary for the protection and preservation of the value and the goodwill of Buyer’s and the Purchased Companies’ businesses and are reasonable and valid in geographical and temporal scope and in all any other respectsjurisdiction.

Non-Competition; Non-Solicitation. (a) In order for Buyer to have and enjoy the full benefit of the businesses of the Purchased Companies, and as a material inducement to Buyer to enter into this Agreement (without such inducement Buyer would not have entered into this Agreement), Griffon shall not, and shall cause its Subsidiaries to not: (i) for For a period of five (5) years, years commencing on the Closing Date (the “Restricted Period”), undertakethe Seller shall not, participate and shall not permit any of its subsidiaries to, directly or indirectly, (i) engage in or carry on or be engaged inassist others in engaging in the Restricted Business in the Territory, or (ii) have any financial or other an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant, or (iii) cause, induce or encourage any material actual or prospective client, customer, supplier or licensor of the Business (including any existing or former client or customer of the Seller and any Person that becomes a client or customer of the Business after the Closing), or any other Person whose primary who has a material business isrelationship with the Business, to terminate or modify any such actual or prospective relationship. Notwithstanding the foregoing, the Seller or any subsidiary of the Seller may own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange if the Seller or its subsidiary is not a Competing Business anywhere controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own one percent or more of any class of securities of such Person. (b) During the Restricted Period, the Seller shall not, and shall not permit any of its subsidiaries to, directly or indirectly, hire or solicit any person who is offered employment by the Buyer pursuant to Section 6.05(a) or is or was employed in the United States; (ii) Business during the Restricted Period, solicit, attempt to solicit or knowingly encourage any employee or consultant of any Purchased Company (including any individual who has been an employee or consultant of any Purchased Company at any time during the preceding twenty-four (24) month period prior to the time of such solicitation, encouragement or hiring) to resign or leave the employ or service of such Purchased Company or otherwise hire, employ, engage or contract any such employee to leave such employment or consultant to perform services other than for the benefit of hire any such Purchased Company; or (iii) during the Restricted Period, solicit, attempt to solicit or knowingly encourage any customer or supplier of any Purchased Company (including any Person employee who has been a customer or supplier of any Purchased Company at any time during the twelve (12) month period immediately prior to the time of left such solicitation or encouragement) to alter, reduce or terminate its business relationship with such Purchased Companyemployment; provided, for the avoidance of doubthowever, solicitation of such customers or suppliers that nothing in the Ordinary Course of Business unrelated to a Competing Business shall not constitute a violation of this Section 5.11(a)(iii). (b6.07(b) Notwithstanding Section 5.11(a), none of shall prevent the following activities shall constitute a violation of Section 5.11(a): (i) Seller or its subsidiaries from hiring any employee whose employment has been terminated by the advertisement of job openings by use of newspapers, magazines, the internet and other media not directed at employees, consultants or independent contractors of any Purchased Company; (ii) holding up to five per cent (5%) of the outstanding securities of any class of any publicly-traded securities of a company that is engaged in a Competing Business; or (iii) the acquisition of any business or Person (an “Acquired Business”) conducting a Competing Business in the United States provided that, as of the date of such acquisition, the revenue of such Competing Business for the last four fiscal quarters of such Acquired Business for which financial statements have been prepared is not greater than twenty-five per cent (25%) of the total revenue of the Acquired Business for such four fiscal quarter period (and continuing to engage in such acquired Competing Business so long as the foregoing percentage threshold continues to not be exceeded)Buyer. (c) Notwithstanding anything The Seller acknowledges that a breach or threatened breach of this Section 6.07 would give rise to irreparable harm to the contrary set forth hereinBuyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach of or a threatened breach by the Seller any of such obligations, the provisions of Section 5.11(a) (the “Restrictive Covenants”): (i) the Restricted Period shall be tolled during the pendency of any breach of any of the Restrictive Covenants; (ii) Buyer and its Affiliates (including the Purchased Companies) shall have the right and remedyshall, without regard in addition to any and all other rights and remedies that may be available remedyto it in respect of such breach, be entitled to (A) have the Restrictive Covenants specifically enforced by 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 post bond). (d) The Seller acknowledges that the restrictions contained in this Section 6.07 are reasonable and (B) have issued an injunction restraining any such breach without posting necessary to protect the legitimate interests of the Buyer and constitute a bond; it being understood material inducement to the Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any breach of covenant contained in this Section 6.07 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any of the Restrictive Covenants would cause irreparable jurisdiction, then any court is expressly empowered to reform such covenant, and material Loss to Buyer and its Affiliates (including the Purchased Companies), the amount of which cannot be readily determined and as to which neither Buyer nor any of its Affiliates (including the Purchased Companies) will have any adequate remedy at Law or in equity; (iii) it is the desire and intent of the parties hereto that the Restrictive Covenants be enforced to the fullest extent permissible under the Laws and public policies applied in each jurisdiction in which enforcement is sought and if any Restrictive Covenant such covenant shall be adjudicated finally to be invalid or unenforceabledeemed reformed, in such Restrictive Covenant shall be amended jurisdiction to the maximum less restrictive time, geographic, product or service or other limitations permitted under by applicable Law to the extent necessary Law. The covenants contained in order that this Section 6.07 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision be valid and enforceable, the parties hereto hereby expressly acknowledge their desire that in such event such action be taken and the remainder of such Restrictive Covenant as written shall not thereby be affected invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall be given full effect without regard to invalid portions and not invalidate or render unenforceable such amendment shall apply only with respect to the operation of the Restrictive Covenant covenant or provision in the particular jurisdiction in which such adjudication is made; and (iv) the parties hereto acknowledge and agree that the Restrictive Covenants are necessary for the protection and preservation of the value and the goodwill of Buyer’s and the Purchased Companies’ businesses and are reasonable and valid in geographical and temporal scope and in all any other respectsjurisdiction.

Non-Competition; Non-Solicitation. (a) In order for Buyer to For a period of five (5) years commencing on the Closing Date (the "Restricted Period"), Seller and EcoArk shall not, and shall not permit any of their Affiliates to, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have and enjoy an interest in any Person that engages directly or indirectly in the full benefit Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) cause, induce or encourage any material actual or prospective client, customer, supplier or licensor of the businesses Business (including any existing or former client or customer of Seller and any Person that becomes a client or customer of the Purchased CompaniesBusiness after the Closing), or any other Person who has a material business relationship with the Business, to terminate or modify any such actual or prospective relationship. (b) During the Restricted Period, Seller and EcoArk shall not, and as shall not permit any of their Affiliates to, directly or indirectly, hire or solicit any person who is offered employment by Buyer pursuant to Section 6.04(a) or is or was employed in the Business during the Restricted Period, or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 6.05(b) shall prevent Seller, EcoArk, or any of their Affiliates from hiring (i) any employee whose employment has been terminated by Buyer or (ii) after 180 days from the date of termination of employment, any employee whose employment has been terminated by the employee. (c) Seller and EcoArk acknowledge that a breach or threatened breach of this Section 6.05 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agree that in the event of a breach or a threatened breach by Seller or EcoArk of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to 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 post bond). (d) Seller and EcoArk acknowledge that the restrictions contained in this Section 6.05 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement (without such inducement Buyer would not have entered into and consummate the transactions contemplated by this Agreement). In the event that any covenant contained in this Section 6.05 should ever be adjudicated to exceed the time, Griffon shall notgeographic, 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 cause its Subsidiaries be deemed reformed, in such jurisdiction to not: (i) for a period of five (5) yearsthe maximum time, commencing on the Closing Date (the “Restricted Period”)geographic, undertake, participate in product or carry on or be engaged in, or have any financial service or other interest limitations permitted by applicable Law. The covenants contained in this Section 6.05 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 Person whose primary business is, a Competing Business anywhere in the United States; (ii) during the Restricted Period, solicit, attempt to solicit or knowingly encourage any employee or consultant of any Purchased Company (including any individual who has been an employee or consultant of any Purchased Company at any time during the preceding twenty-four (24) month period prior to the time of such solicitation, encouragement or hiring) to resign or leave the employ or service of such Purchased Company or otherwise hire, employ, engage or contract any such employee or consultant to perform services other than for the benefit of such Purchased Company; or (iii) during the Restricted Period, solicit, attempt to solicit or knowingly encourage any customer or supplier of any Purchased Company (including any Person who has been a customer or supplier of any Purchased Company at any time during the twelve (12) month period immediately prior to the time of such solicitation or encouragement) to alter, reduce or terminate its business relationship with such Purchased Company; provided, for the avoidance of doubt, solicitation of such customers or suppliers in the Ordinary Course of Business unrelated to a Competing Business shall not constitute a violation of this Section 5.11(a)(iii)jurisdiction. (b) Notwithstanding Section 5.11(a), none of the following activities shall constitute a violation of Section 5.11(a): (i) the advertisement of job openings by use of newspapers, magazines, the internet and other media not directed at employees, consultants or independent contractors of any Purchased Company; (ii) holding up to five per cent (5%) of the outstanding securities of any class of any publicly-traded securities of a company that is engaged in a Competing Business; or (iii) the acquisition of any business or Person (an “Acquired Business”) conducting a Competing Business in the United States provided that, as of the date of such acquisition, the revenue of such Competing Business for the last four fiscal quarters of such Acquired Business for which financial statements have been prepared is not greater than twenty-five per cent (25%) of the total revenue of the Acquired Business for such four fiscal quarter period (and continuing to engage in such acquired Competing Business so long as the foregoing percentage threshold continues to not be exceeded). (c) Notwithstanding anything to the contrary set forth herein, in the event of a breach of any of the provisions of Section 5.11(a) (the “Restrictive Covenants”): (i) the Restricted Period shall be tolled during the pendency of any breach of any of the Restrictive Covenants; (ii) Buyer and its Affiliates (including the Purchased Companies) shall have the right and remedy, without regard to any other available remedy, to (A) have the Restrictive Covenants specifically enforced by any court of competent jurisdiction and (B) have issued an injunction restraining any such breach without posting of a bond; it being understood that any breach of any of the Restrictive Covenants would cause irreparable and material Loss to Buyer and its Affiliates (including the Purchased Companies), the amount of which cannot be readily determined and as to which neither Buyer nor any of its Affiliates (including the Purchased Companies) will have any adequate remedy at Law or in equity; (iii) it is the desire and intent of the parties hereto that the Restrictive Covenants be enforced to the fullest extent permissible under the Laws and public policies applied in each jurisdiction in which enforcement is sought and if any Restrictive Covenant shall be adjudicated finally to be invalid or unenforceable, such Restrictive Covenant shall be amended to the maximum less restrictive limitations permitted under applicable Law to the extent necessary in order that such provision be valid and enforceable, the parties hereto hereby expressly acknowledge their desire that in such event such action be taken and the remainder of such Restrictive Covenant shall not thereby be affected and shall be given full effect without regard to invalid portions and such amendment shall apply only with respect to the operation of the Restrictive Covenant in the particular jurisdiction in which such adjudication is made; and (iv) the parties hereto acknowledge and agree that the Restrictive Covenants are necessary for the protection and preservation of the value and the goodwill of Buyer’s and the Purchased Companies’ businesses and are reasonable and valid in geographical and temporal scope and in all other respects.

Non-Competition; Non-Solicitation. (a) In order for Buyer to have and enjoy the full benefit of the businesses of the Purchased Companies6.1.1 Seller agrees that, and as a material inducement to Buyer to enter into this Agreement (without such inducement Buyer would not have entered into this Agreement), Griffon shall not, and shall cause its Subsidiaries to not: (i) for a period of five (5) years, commencing on the Closing Date (the “Restricted Period”), undertake, participate in or carry on or be engaged in, or have any financial or other interest in any other Person whose primary business is, a Competing Business anywhere in the United States; (ii) during the Restricted Period, solicitit shall not and shall cause each of its Affiliates not to, attempt directly or indirectly, engage in any Restricted Business in any capacity, including rendering services to solicit or knowingly encourage having a financial interest in any employee Restricted Business. For the avoidance of doubt, the Parties agree that it would be a violation of this Section 6.1.1 for Seller or consultant any of its Affiliates to act as consultant, advisor, independent contractor, officer, manager, employee, principal, agent, lender or trustee of any Purchased Company (including Person that is engaged in any individual who has been an employee or consultant of any Purchased Company at any time during the preceding twenty-four (24) month period prior to the time of such solicitation, encouragement or hiring) to resign or leave the employ or service of such Purchased Company or otherwise hire, employ, engage or contract any such employee or consultant to perform services other than for the benefit of such Purchased Company; or (iii) Restricted Business during the Restricted Period, solicit, attempt to solicit or knowingly encourage any customer or supplier of any Purchased Company (including any Person who has been a customer or supplier of any Purchased Company at any time during the twelve (12) month period immediately prior to the time of such solicitation or encouragement) to alter, reduce or terminate its business relationship with such Purchased Company; provided, for the avoidance of doubt, solicitation of such customers or suppliers provided that nothing in the Ordinary Course of Business unrelated to a Competing Business shall not constitute a violation of this Section 5.11(a)(iii). (b) Notwithstanding Section 5.11(a), none 6.1.1 shall prohibit Seller or any of the following activities shall constitute a violation of Section 5.11(a): its Affiliates from (i) the advertisement of job openings by use of newspapersowning, magazinesdirectly or indirectly, the internet and other media not directed at employeessolely as an investment, consultants or independent contractors of any Purchased Company; (ii) holding up to five per cent one percent (51%) of the outstanding securities of any class of “publicly traded securities” of any publicly-Restricted Business, meaning securities that are traded on a national or foreign securities exchange or (ii) performing speaking engagements and receiving honoraria in connection with such engagements (provided Seller is not doing so on behalf of a company that is engaged in a Competing Restricted Business; or (iii) the acquisition of any business or Person (an “Acquired Business”) conducting a Competing Business in the United States provided that, as of the date of such acquisition, the revenue of such Competing Business for the last four fiscal quarters of such Acquired Business for which financial statements have been prepared is not greater than twenty-five per cent (25%) of the total revenue of the Acquired Business for such four fiscal quarter period (and continuing to engage in such acquired Competing Business so long as the foregoing percentage threshold continues to not be exceeded). 6.1.2 Seller agrees that during the Restricted Period it shall not and shall cause each of its Affiliates not to, directly or indirectly, solicit for employment or encourage to leave employment any employee of Buyer or the Company. Nothing in this Section 6.1.2 shall prohibit Seller from placing general advertisements that may be targeted to a particular geographic or technical area but that are not specifically targeted toward employees of the Company or the Buyer or any of their Affiliates, successors or assigns. 6.1.3 Seller acknowledges that (ca) Notwithstanding anything any violation of the provisions of this Section 6.1 would cause irreparable harm to the contrary set forth hereinBuyer and that money damages would not be an adequate remedy for any such violation and (b) accordingly, in the event of a Buyer and its Affiliates shall be entitled to obtain injunctive or other equitable relief to prevent any actual or threatened breach of any of the such provisions of Section 5.11(a) (the “Restrictive Covenants”): (i) the Restricted Period shall be tolled during the pendency of any breach of any of the Restrictive Covenants; (ii) Buyer and its Affiliates (including the Purchased Companies) shall have the right and remedyto enforce such provisions specifically, without regard to the necessity of posting a bond or other security or of proving actual damages, by an appropriate court in the appropriate jurisdiction. The remedies provided in this Section 6.1 are cumulative and shall not exclude any other available remedyremedies to which Buyer may be entitled under this Agreement or Law, to (A) have and the Restrictive Covenants specifically enforced by any court of competent jurisdiction and (B) have issued an injunction restraining any such breach without posting exercise of a bond; it being understood that any breach of any of the Restrictive Covenants would cause irreparable and material Loss to Buyer and its Affiliates (including the Purchased Companies), the amount of which canremedy under this Section 6.1 shall not be readily determined and deemed an election excluding any other remedy or any waiver thereof, except as to which neither Buyer nor provided in Annex A. 6.1.4 If any of its Affiliates (including the Purchased Companies) will have any adequate remedy at Law or in equity; (iii) it is the desire and intent of the parties hereto Governmental Authority determines that the Restrictive Covenants be enforced to the fullest extent permissible foregoing restrictions are too broad or otherwise unreasonable under the Laws and public policies applied in each jurisdiction in which enforcement is sought and if any Restrictive Covenant shall be adjudicated finally to be invalid or unenforceableLaw, such Restrictive Covenant shall be amended to the maximum less restrictive limitations permitted under applicable Law to the extent necessary in order that such provision be valid and enforceable, the parties hereto hereby expressly acknowledge their desire that in such event such action be taken and the remainder of such Restrictive Covenant shall not thereby be affected and shall be given full effect without regard to invalid portions and such amendment shall apply only including with respect to time or geographical scope, such Governmental Authority is hereby requested and authorized by the operation Parties to revise the foregoing restriction to include the maximum restrictions allowable under Law. Seller acknowledges, however, that this Section 6.1 has been negotiated by each such Person and that the geographical scope and time limitations, as well as the limitation on activities, are reasonable in light of the Restrictive Covenant in circumstances pertaining to the particular jurisdiction in which such adjudication is made; and (iv) the parties hereto acknowledge and agree that the Restrictive Covenants are necessary for the protection and preservation of the value and the goodwill of Buyer’s and the Purchased Companies’ businesses and are reasonable and valid in geographical and temporal scope and in all other respectstransactions contemplated by this Agreement.

Non-Competition; Non-Solicitation. (a) In order for Buyer Except as permitted pursuant to have and enjoy the full benefit of the businesses of the Purchased Companies, and as a material inducement to Buyer to enter into this Agreement (without such inducement Buyer would not have entered into this Agreement), Griffon shall not, and shall cause its Subsidiaries to not: (i) for a period of five (5) years, years commencing on the Closing Date (the “Restricted Period”), undertakeSeller and Seller Parent shall not, participate and shall not permit any of their respective direct and indirect subsidiaries to, directly or indirectly, (i) engage in or carry on assist others in engaging in the cannabis growing, processing or be engaged in, dispensing business or applying for any license or permit in such business (the “Restricted Business”) in the State of Florida (the “Territory”); (ii) have any financial or other an interest in any other Person whose primary business is, a Competing Business anywhere that engages directly or indirectly in the United States; Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iiiii) during cause or induce any material actual client, customer, supplier or licensor of the Restricted Period, solicit, attempt to solicit or knowingly encourage any employee or consultant of any Purchased Company business in the Territory (including any individual who has been an employee existing or consultant former client or customer of Seller), or any Purchased Company at any time during the preceding twenty-four (24) month period prior to the time of such solicitation, encouragement or hiring) to resign or leave the employ or service of such Purchased Company or otherwise hire, employ, engage or contract any such employee or consultant to perform services other than for the benefit of such Purchased Company; or (iii) during the Restricted Period, solicit, attempt to solicit or knowingly encourage any customer or supplier of any Purchased Company (including any Person who has been a customer or supplier of any Purchased Company at any time during the twelve (12) month period immediately prior to the time of such solicitation or encouragement) to alter, reduce or terminate its material business relationship with the business, to terminate or modify any such Purchased Company; provided, for the avoidance of doubt, solicitation of such customers or suppliers in the Ordinary Course of Business unrelated to a Competing Business shall not constitute a violation of this Section 5.11(a)(iii)relationship. (b) Notwithstanding Section 5.11(a)During the Restricted Period, none Seller and Seller Parent shall not, and shall not permit any of their Affiliates to, directly or indirectly, hire or solicit any employee of the following activities Company or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 8.8 shall constitute a violation prevent Seller, Seller Parent or any of Section 5.11(a): their Affiliates from hiring (i) any employee whose employment has been terminated by the advertisement of job openings by use of newspapers, magazines, the internet and other media not directed at employees, consultants Company or independent contractors of any Purchased Company; Purchaser or (ii) holding up to five per cent (5%) of the outstanding securities of any class of any publicly-traded securities of a company that is engaged in a Competing Business; or (iii) the acquisition of any business or Person (an “Acquired Business”) conducting a Competing Business in the United States provided that, as of after 180 days from the date of such acquisitiontermination of employment, any employee whose employment has been terminated by the revenue of such Competing Business for the last four fiscal quarters of such Acquired Business for which financial statements have been prepared is not greater than twenty-five per cent (25%) of the total revenue of the Acquired Business for such four fiscal quarter period (and continuing to engage in such acquired Competing Business so long as the foregoing percentage threshold continues to not be exceeded)employee. (c) Notwithstanding anything Seller and Seller Parent acknowledge that a breach or threatened breach of this Section 8.8 would give rise to the contrary set forth hereinirreparable harm to Purchaser, for which monetary damages may not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by Seller of any of the provisions of Section 5.11(a) (the “Restrictive Covenants”): (i) the Restricted Period shall be tolled during the pendency of any breach of any of the Restrictive Covenants; (ii) Buyer and its Affiliates (including the Purchased Companies) shall have the right and remedysuch obligations, without regard Purchaser may, in addition to any and all other rights and remedies that may be available remedyto it in respect of such breach, be entitled to (A) have the Restrictive Covenants specifically enforced by 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 jurisdiction. (d) Seller and (B) have issued an injunction restraining any such breach without posting Seller Parent acknowledge that the restrictions contained in this Section 8.8 are reasonable and necessary to protect the legitimate interests of Purchaser and constitute a bond; it being understood material inducement to Purchaser to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any breach of covenant contained in this Section 8.8 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any of the Restrictive Covenants would cause irreparable jurisdiction, then any court is expressly empowered to reform such covenant, and material Loss to Buyer and its Affiliates (including the Purchased Companies), the amount of which cannot be readily determined and as to which neither Buyer nor any of its Affiliates (including the Purchased Companies) will have any adequate remedy at Law or in equity; (iii) it is the desire and intent of the parties hereto that the Restrictive Covenants be enforced to the fullest extent permissible under the Laws and public policies applied in each jurisdiction in which enforcement is sought and if any Restrictive Covenant such covenant shall be adjudicated finally to be invalid or unenforceabledeemed reformed, in such Restrictive Covenant shall be amended jurisdiction to the maximum less restrictive time, geographic, product or service or other limitations permitted under by applicable Law to the extent necessary Law. The covenants contained in order that this Section 8.8 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision be valid and enforceable, the parties hereto hereby expressly acknowledge their desire that in such event such action be taken and the remainder of such Restrictive Covenant as written shall not thereby be affected invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall be given full effect without regard to invalid portions and not invalidate or render unenforceable such amendment shall apply only with respect to the operation of the Restrictive Covenant covenant or provision in the particular jurisdiction in which such adjudication is made; and (iv) the parties hereto acknowledge and agree that the Restrictive Covenants are necessary for the protection and preservation of the value and the goodwill of Buyer’s and the Purchased Companies’ businesses and are reasonable and valid in geographical and temporal scope and in all any other respectsjurisdiction.

Non-Competition; Non-Solicitation. (a) In order for Buyer to have and enjoy For the full benefit of the businesses of the Purchased Companies, and as a material inducement to Buyer to enter into this Agreement (without such inducement Buyer would not have entered into this Agreement), Griffon shall not, and shall cause its Subsidiaries to not: (i) for a period of five (5) years, commencing on the Closing Date and ending on the earlier of (x) a change of control of Owner and (y) the fourth anniversary of the Closing Date (the “Restricted Period”), undertakeOwner shall not, participate and shall not permit any of its Subsidiaries to, directly or indirectly, (i) engage in or carry on or be engaged in, or knowingly assist others in engaging in the Business in the Territory; (ii) have any financial or other an interest in any other Person whose primary business is, a Competing Business anywhere that engages directly or indirectly in the United States; Business in the Territory in any capacity, including as a partner, shareholder, member, agent, trustee or consultant; or (iiiii) during the Restricted Period, solicit, attempt to solicit cause or knowingly encourage induce any employee material actual client, customer, supplier or consultant licensor of any Purchased Company the Business (including any individual who has been an employee existing or consultant former client or customer of Sellers and any Purchased Company at Person that becomes a client or customer of the Business after the Closing), or any time during the preceding twenty-four (24) month period prior to the time of such solicitation, encouragement or hiring) to resign or leave the employ or service of such Purchased Company or otherwise hire, employ, engage or contract any such employee or consultant to perform services other than for the benefit of such Purchased Company; or (iii) during the Restricted Period, solicit, attempt to solicit or knowingly encourage any customer or supplier of any Purchased Company (including any Person who has been a customer or supplier of any Purchased Company at any time during the twelve (12) month period immediately prior to the time of such solicitation or encouragement) to alter, reduce or terminate its material business relationship with the Business, to terminate or adversely modify any such Purchased Company; provided, for actual relationship with the avoidance of doubt, solicitation of such customers or suppliers in the Ordinary Course of Business unrelated to a Competing Business shall not constitute a violation of this Section 5.11(a)(iii)Business. (b) Notwithstanding Section 5.11(a)During the Restricted Period, none Owner shall not, and shall not permit any of the following activities shall constitute its Subsidiaries to, directly or indirectly, hire or solicit any Transferred Employee or knowingly encourage any such Transferred Employee to leave such employment or hire any such Transferred Employee who has left such employment, except pursuant to a violation of Section 5.11(a): (i) the advertisement of job openings by use of newspapers, magazines, the internet and other media general solicitation which is not directed at employees, consultants or independent contractors of specifically to any Purchased Company; (ii) holding up to five per cent (5%) of the outstanding securities of any class of any publicly-traded securities of a company that is engaged in a Competing Business; or (iii) the acquisition of any business or Person (an “Acquired Business”) conducting a Competing Business in the United States provided that, as of the date of such acquisition, the revenue of such Competing Business for the last four fiscal quarters of such Acquired Business for which financial statements have been prepared is not greater than twenty-five per cent (25%) of the total revenue of the Acquired Business for such four fiscal quarter period (and continuing to engage in such acquired Competing Business so long as the foregoing percentage threshold continues to not be exceeded)Transferred Employees. (c) Notwithstanding anything Owner acknowledges that a breach or threatened breach of this Section 5.03 would give rise to the contrary set forth hereinirreparable harm to Buyer, for which monetary damages may not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by any Owner of any of the provisions of Section 5.11(a) (the “Restrictive Covenants”): (i) the Restricted Period shall be tolled during the pendency of any breach of any of the Restrictive Covenants; (ii) such obligations, Buyer and its Affiliates (including the Purchased Companies) shall have the right and remedyshall, without regard in addition to any and all other rights and remedies that may be available remedyto it in respect of such breach, be entitled to (A) have the Restrictive Covenants specifically enforced by 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 post bond). (d) Owner acknowledges that the restrictions contained in this Section 5.03 are reasonable and (B) have issued an injunction restraining any such breach without posting necessary to protect the legitimate interests of Buyer and constitute a bond; it being understood material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any breach of covenant contained in this Section 5.03 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any of the Restrictive Covenants would cause irreparable jurisdiction, then any court is expressly empowered to reform such covenant, and material Loss to Buyer and its Affiliates (including the Purchased Companies), the amount of which cannot be readily determined and as to which neither Buyer nor any of its Affiliates (including the Purchased Companies) will have any adequate remedy at Law or in equity; (iii) it is the desire and intent of the parties hereto that the Restrictive Covenants be enforced to the fullest extent permissible under the Laws and public policies applied in each jurisdiction in which enforcement is sought and if any Restrictive Covenant such covenant shall be adjudicated finally to be invalid or unenforceabledeemed reformed, in such Restrictive Covenant shall be amended jurisdiction to the maximum less restrictive time, geographic, product or service or other limitations permitted under by applicable Law to the extent necessary Law. The covenants contained in order that this Section 5.03 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision be valid and enforceable, the parties hereto hereby expressly acknowledge their desire that in such event such action be taken and the remainder of such Restrictive Covenant as written shall not thereby be affected invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall be given full effect without regard to invalid portions and not invalidate or render unenforceable such amendment shall apply only with respect to the operation of the Restrictive Covenant covenant or provision in the particular jurisdiction in which such adjudication is made; and (iv) the parties hereto acknowledge and agree that the Restrictive Covenants are necessary for the protection and preservation of the value and the goodwill of Buyer’s and the Purchased Companies’ businesses and are reasonable and valid in geographical and temporal scope and in all any other respectsjurisdiction.

Non-Competition; Non-Solicitation. (a) In order for Buyer to have and enjoy the full benefit furtherance of the transactions contemplated hereby and more effectively to protect the value and goodwill of the assets and businesses of the Purchased CompaniesCompany, each of the Seller, Hxxxx Xxxxxxxx Sxxxxx and as Dxxxx X. Xxxxxxxx covenants and agrees that, for a material inducement to Buyer to enter into this Agreement (without period ending on the fifth anniversary of the Closing Date, such inducement Buyer would not have entered into this Agreement), Griffon Person shall not, and shall cause its Subsidiaries to not: (i) directly or indirectly own, manage, operate, control, participate in, perform services for or otherwise carry on, a period business competitive with the businesses conducted by the Company as of five (5) years, commencing on the Closing Date (the “Restricted Period”), undertake, participate in or carry on or be engaged in, or have any financial or other interest in any other Person whose primary business is, a Competing Business anywhere in the United States;world (it being understood by the parties hereto that the businesses conducted by the Company are not limited to any particular region of the world and that the businesses conducted by the Company may be engaged in effectively from any location in the world); or (ii) during the Restricted Perioddirectly or indirectly, soliciteither on such Person’s own behalf or on behalf of any other Person, induce or attempt to solicit persuade any supplier or knowingly encourage any employee customer of the Company to terminate or consultant of any Purchased Company (including any individual who has been an employee or consultant of any Purchased Company at any time during the preceding twenty-four (24) month period prior to the time of such solicitation, encouragement or hiring) to resign or leave the employ or service of such Purchased Company or otherwise hire, employ, engage or contract any such employee or consultant to perform services other than for the benefit of such Purchased Company; or (iii) during the Restricted Period, solicit, attempt to solicit or knowingly encourage any customer or supplier of any Purchased Company (including any Person who has been a customer or supplier of any Purchased Company at any time during the twelve (12) month period immediately prior to the time of such solicitation or encouragement) to alter, reduce or terminate modify its business relationship with such Purchased the Company; provided, for however, that nothing set forth in Section 5.4(a) shall prohibit the avoidance Seller, Hxxxx Xxxxxxxx Sxxxxx and Dxxxx X. Xxxxxxxx, respectively, from owning not in excess of doubt, solicitation of such customers or suppliers 2% in the Ordinary Course aggregate of Business unrelated to a Competing Business shall not constitute a violation any class of this Section 5.11(a)(iii)capital stock of any corporation if such stock is publicly traded and listed on any national or regional stock exchange. (b) Notwithstanding Section 5.11(a), none In furtherance of the following activities transactions contemplated hereby and more effectively to protect the value and goodwill of the assets and businesses of the Company, each of the Seller and each Seller Member covenants and agrees, severally and not jointly, that, for a period ending on the fifth anniversary of the Closing Date, such Person (and, in the case of Riverside Fund III, L.P., its affiliated funds, general partner and management company) shall constitute a violation not hire any employee of Section 5.11(a): the Company prior to his or her termination by the Company, or, directly or indirectly, solicit, induce or encourage any employee of the Company to terminate his or her employment with the Company or to accept employment with any other Person, or cooperate with any others in doing or attempting to do so. As used herein, the term “solicit, induce or encourage” includes (i) initiating communications with an employee of the advertisement of job openings by use of newspapersCompany relating to possible employment, magazines, the internet and other media not directed at employees, consultants or independent contractors of any Purchased Company; (ii) holding up offering bonuses or additional compensation to five per cent (5%) encourage any employee of the outstanding securities of Company to terminate his or her employment with the Company and accept employment with any class of any publicly-traded securities of a company that is engaged in a Competing Business; or (iii) the acquisition of any business or Person (an “Acquired Business”) conducting a Competing Business in the United States provided that, as of the date of such acquisition, the revenue of such Competing Business for the last four fiscal quarters of such Acquired Business for which financial statements have been prepared is not greater than twenty-five per cent (25%) of the total revenue of the Acquired Business for such four fiscal quarter period (and continuing to engage in such acquired Competing Business so long as the foregoing percentage threshold continues to not be exceeded)other Person. (c) Notwithstanding anything The parties acknowledge and agree that the restrictions contained in this Section 5.4 are reasonable (including as to scope, time and area), not unduly restrictive of Seller’s and the contrary set forth hereinSeller Members’ rights, in supported by adequate consideration and necessary protection of the immediate interests of Buyer, and any violation of these restrictions would cause immediate and irreparable injury to Buyer for which there would be no adequate monetary damages. In the event of a breach of or a threatened breach by Seller or any of the provisions of Section 5.11(a) (the “Restrictive Covenants”): (i) the Restricted Period Seller Member, such Person acknowledges and agrees that Buyer shall be tolled during entitled to an injunction restraining such Seller or Seller Member from such breach or threatened breach without the pendency requirement of any breach of any of the Restrictive Covenants; (ii) Buyer and its Affiliates (including the Purchased Companies) shall have the right and remedyposting bond, without regard in addition to any other available remedy, to (A) have the Restrictive Covenants specifically enforced by any court of competent jurisdiction and (B) have issued an injunction restraining any such breach without posting of a bond; it being understood that any breach of any of the Restrictive Covenants would cause irreparable and material Loss to Buyer and its Affiliates (including the Purchased Companies), the amount of which cannot be readily determined and as remedy to which neither Buyer nor any of its Affiliates (including the Purchased Companies) will have any adequate remedy may be entitled at Law law or in equity; (iii) it . In addition, the parties acknowledge and agree that the restrictions contained in this Section 5.4 are essential elements of this Agreement and that but for these restrictions, Buyer would not have agreed to enter into this Agreement and the transactions contemplated hereby, and Seller and each Seller Member agrees not to challenge the validity or importance of such restrictions applicable to the Seller or such Member. If any court determines that any provision of this Section 5.4 is unenforceable, such court will have the power to reduce the duration or scope of such provision, as the case may be, or terminate such provision until, in such reduced form, such provision shall be enforceable. It is the desire and intent intention of the parties hereto that the Restrictive Covenants foregoing restrictions shall not be enforced to the fullest extent permissible under the Laws and public policies applied in each jurisdiction in which enforcement is sought and if any Restrictive Covenant terminated, unless so terminated by a court, but shall be adjudicated finally to be invalid or unenforceable, such Restrictive Covenant shall be deemed amended to the maximum less restrictive limitations permitted under applicable Law extent required to the extent necessary in order that such provision be render them valid and enforceable, the parties hereto hereby expressly acknowledge their desire that in such event such action be taken and the remainder of such Restrictive Covenant shall not thereby be affected and shall be given full effect without regard to invalid portions and such amendment shall to apply only with respect to the operation of the Restrictive Covenant this Section 5.4 in the particular jurisdiction in which such adjudication is made; and (iv) the parties hereto acknowledge and agree that the Restrictive Covenants are necessary for the protection and preservation of the value and court that has made the goodwill of Buyer’s and the Purchased Companies’ businesses and are reasonable and valid in geographical and temporal scope and in all other respectsadjudication.

Non-Competition; Non-Solicitation. (a) In order for Buyer to have and enjoy the full benefit of the businesses of the Purchased Companies, and as a material inducement to Buyer to enter into this Agreement (without such inducement Buyer would not have entered into this Agreement), Griffon shall not, and shall cause its Subsidiaries to not: (i) for For a period of five (5) years, years commencing on the Closing Date (the “Restricted Period”), undertakeSeller shall not, participate and shall not permit any of its Affiliates to, directly or indirectly, (i) engage in or carry on or be engaged in, or assist others in engaging in the Restricted Business in the Territory; (ii) have any financial or other an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) cause, induce or encourage any material actual or prospective client, customer, supplier or licensor of the Business (including any existing or former client or customer of Seller and any Person that becomes a client or customer of the Business after the Closing), or any other Person whose primary who has a material business isrelationship with the Business, to terminate or modify any such actual or prospective relationship. Notwithstanding the foregoing, Seller may own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange if Seller is not a Competing Business anywhere controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own five percent (5%) or more of any class of securities of such Person. (b) During the Restricted Period, Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any person who is offered employment by Buyer pursuant to Section 6.01(a) or is or was employed in the United States; (ii) Business during the Restricted Period, solicit, attempt to solicit or knowingly encourage any employee or consultant of any Purchased Company (including any individual who has been an employee or consultant of any Purchased Company at any time during the preceding twenty-four (24) month period prior to the time of such solicitation, encouragement or hiring) to resign or leave the employ or service of such Purchased Company or otherwise hire, employ, engage or contract any such employee to leave such employment or consultant to perform services other than for the benefit of hire any such Purchased Company; or (iii) during the Restricted Period, solicit, attempt to solicit or knowingly encourage any customer or supplier of any Purchased Company (including any Person employee who has been left such employment, except pursuant to a customer or supplier of general solicitation which is not directed specifically to any Purchased Company at any time during the twelve (12) month period immediately prior to the time of such solicitation or encouragement) to alter, reduce or terminate its business relationship with such Purchased Companyemployees; provided, for the avoidance of doubt, solicitation of such customers or suppliers that nothing in the Ordinary Course of Business unrelated to a Competing Business shall not constitute a violation of this Section 5.11(a)(iii). (b6.03(b) Notwithstanding Section 5.11(a), none shall prevent Seller or any of the following activities shall constitute a violation of Section 5.11(a): its Affiliates from hiring (i) the advertisement of job openings any employee whose employment has been terminated by use of newspapers, magazines, the internet and other media not directed at employees, consultants Buyer or independent contractors of any Purchased Company; (ii) holding up to five per cent (5%) of the outstanding securities of any class of any publicly-traded securities of a company that is engaged in a Competing Business; or (iii) the acquisition of any business or Person (an “Acquired Business”) conducting a Competing Business in the United States provided that, as of after 180 days from the date of such acquisitiontermination of employment, any employee whose employment has been terminated by the revenue of such Competing Business for the last four fiscal quarters of such Acquired Business for which financial statements have been prepared is not greater than twenty-five per cent (25%) of the total revenue of the Acquired Business for such four fiscal quarter period (and continuing to engage in such acquired Competing Business so long as the foregoing percentage threshold continues to not be exceeded)employee. (c) Notwithstanding anything Seller acknowledges that a breach or threatened breach of this Section 6.03 would give rise to the contrary set forth hereinirreparable harm to Buyer, 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 Seller of any of the provisions of Section 5.11(a) (the “Restrictive Covenants”): (i) the Restricted Period shall be tolled during the pendency of any breach of any of the Restrictive Covenants; (ii) such obligations, Buyer and its Affiliates (including the Purchased Companies) shall have the right and remedyshall, without regard in addition to any and all other rights and remedies that may be available remedyto it in respect of such breach, be entitled to (A) have the Restrictive Covenants specifically enforced by 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 post bond). (d) Seller acknowledges that the restrictions contained in this Section 6.03 are reasonable and (B) have issued an injunction restraining any such breach without posting necessary to protect the legitimate interests of Buyer and constitute a bond; it being understood material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any breach of covenant contained in this Section 6.03 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any of the Restrictive Covenants would cause irreparable jurisdiction, then any court is expressly empowered to reform such covenant, and material Loss to Buyer and its Affiliates (including the Purchased Companies), the amount of which cannot be readily determined and as to which neither Buyer nor any of its Affiliates (including the Purchased Companies) will have any adequate remedy at Law or in equity; (iii) it is the desire and intent of the parties hereto that the Restrictive Covenants be enforced to the fullest extent permissible under the Laws and public policies applied in each jurisdiction in which enforcement is sought and if any Restrictive Covenant such covenant shall be adjudicated finally to be invalid or unenforceabledeemed reformed, in such Restrictive Covenant shall be amended jurisdiction to the maximum less restrictive time, geographic, product or service or other limitations permitted under by applicable Law to the extent necessary Law. The covenants contained in order that this Section 6.03 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision be valid and enforceable, the parties hereto hereby expressly acknowledge their desire that in such event such action be taken and the remainder of such Restrictive Covenant as written shall not thereby be affected invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall be given full effect without regard to invalid portions and not invalidate or render unenforceable such amendment shall apply only with respect to the operation of the Restrictive Covenant covenant or provision in the particular jurisdiction in which such adjudication is made; and (iv) the parties hereto acknowledge and agree that the Restrictive Covenants are necessary for the protection and preservation of the value and the goodwill of Buyer’s and the Purchased Companies’ businesses and are reasonable and valid in geographical and temporal scope and in all any other respectsjurisdiction.

Non-Competition; Non-Solicitation. (a) In order for Buyer to have and enjoy For the full benefit of the businesses of the Purchased Companies, and as a material inducement to Buyer to enter into this Agreement (without such inducement Buyer would not have entered into this Agreement), Griffon shall not, and shall cause its Subsidiaries to not: (i) for a period of five (5) years, 36 months commencing on the Closing Date (the “Restricted Period”), undertakeSeller shall not, participate and shall not permit any of its Affiliates to, directly or indirectly, (i) engage in or carry on or be engaged in, or assist others in engaging in the Restricted Business in the Territory; (ii) have any financial or other an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) cause, induce or encourage any material actual or prospective client, customer, supplier or licensor of the Business (including any existing or former client or customer of Seller and any Person that becomes a client or customer of the Business after the Closing Date), or any other Person whose primary who has a material business isrelationship with the Business, to terminate or modify any such actual or prospective relationship. Notwithstanding the foregoing, Seller may own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange if Seller is not a Competing Business anywhere controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own five percent or more of any class of securities of such Person. In addition, nothing contained herein shall preclude Seller from selling or otherwise disposing of obsolete inventory. (b) During the Restricted Period, Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any person who is offered employment by Buyer or is or was employed in the United States; (ii) Business during the Restricted Period, solicit, attempt to solicit or knowingly encourage any employee or consultant of any Purchased Company (including any individual who has been an employee or consultant of any Purchased Company at any time during the preceding twenty-four (24) month period prior to the time of such solicitation, encouragement or hiring) to resign or leave the employ or service of such Purchased Company or otherwise hire, employ, engage or contract any such employee to leave such employment or consultant to perform services other than for the benefit of hire any such Purchased Company; or (iii) during the Restricted Period, solicit, attempt to solicit or knowingly encourage any customer or supplier of any Purchased Company (including any Person employee who has been left such employment, except pursuant to a customer or supplier of general solicitation which is not directed specifically to any Purchased Company at any time during the twelve (12) month period immediately prior to the time of such solicitation or encouragement) to alter, reduce or terminate its business relationship with such Purchased Companyemployees; provided, for the avoidance of doubt, solicitation of such customers or suppliers that nothing in the Ordinary Course of Business unrelated to a Competing Business shall not constitute a violation of this Section 5.11(a)(iii). (b6.1(b) Notwithstanding Section 5.11(a), none shall prevent Seller or any of the following activities shall constitute a violation of Section 5.11(a): its Affiliates from hiring (i) the advertisement of job openings any employee whose employment has been terminated by use of newspapers, magazines, the internet and other media not directed at employees, consultants Buyer or independent contractors of any Purchased Company; (ii) holding up to five per cent (5%) of the outstanding securities of any class of any publicly-traded securities of a company that is engaged in a Competing Business; or (iii) the acquisition of any business or Person (an “Acquired Business”) conducting a Competing Business in the United States provided that, as of after 180 days from the date of such acquisitiontermination of employment, any employee whose employment has been terminated by the revenue of such Competing Business for the last four fiscal quarters of such Acquired Business for which financial statements have been prepared is not greater than twenty-five per cent (25%) of the total revenue of the Acquired Business for such four fiscal quarter period (and continuing to engage in such acquired Competing Business so long as the foregoing percentage threshold continues to not be exceeded)employee. (c) Notwithstanding anything If Seller breaches, or threatens to the contrary set forth herein, in the event of commit a breach of of, any of the provisions of this Section 5.11(a) (6.1(c), Buyer shall have the “Restrictive Covenants”):following rights and remedies, each of which rights and remedies shall be independent of the others and severally enforceable, and each of which is in addition to, and not in lieu of, any other rights and remedies available to Buyer under law or in equity: (i) the Restricted Period shall be tolled during the pendency of any breach of any of the Restrictive Covenants; (ii) Buyer and its Affiliates (including the Purchased Companies) shall have the right and remedy, without regard remedy to any other available remedy, to (A) have the Restrictive Covenants such provision specifically enforced by any court of competent jurisdiction having jurisdiction, it being acknowledged and (B) have issued an injunction restraining agreed that any such breach without posting of a bond; it being understood that any or threatened breach of any of the Restrictive Covenants would may cause irreparable and material Loss injury to Buyer and its Affiliates (including the Purchased Companies), the amount of which canthat money damages may not be readily determined and as to which neither Buyer nor any of its Affiliates (including the Purchased Companies) will have any provide an adequate remedy at Law to Buyer; and (ii) the right and remedy to recover from the Seller all monetary damages suffered by Buyer as the result of any acts or in equity;omissions constituting a breach of this Section 6.1. (iii) it is the desire and intent of the parties hereto Seller acknowledges that the Restrictive Covenants restrictions contained in this Section 6.1 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 6.1 should ever be enforced adjudicated to exceed the fullest extent permissible under the Laws 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 public policies applied in each jurisdiction in which enforcement is sought and if any Restrictive Covenant such covenant shall be adjudicated finally to be invalid or unenforceabledeemed reformed, in such Restrictive Covenant shall be amended jurisdiction to the maximum less restrictive time, geographic, product or service or other limitations permitted under by applicable Law to the extent necessary Law. The covenants contained in order that 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 be valid and enforceable, the parties hereto hereby expressly acknowledge their desire that in such event such action be taken and the remainder of such Restrictive Covenant as written shall not thereby be affected invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall be given full effect without regard to invalid portions and not invalidate or render unenforceable such amendment shall apply only with respect to the operation of the Restrictive Covenant covenant or provision in the particular jurisdiction in which such adjudication is made; and (iv) the parties hereto acknowledge and agree that the Restrictive Covenants are necessary for the protection and preservation of the value and the goodwill of Buyer’s and the Purchased Companies’ businesses and are reasonable and valid in geographical and temporal scope and in all any other respectsjurisdiction.

Non-Competition; Non-Solicitation. (a) In order for Buyer to have and enjoy Seller acknowledges the full benefit competitive nature of the businesses Business and accordingly agrees, in connection with the sale of the Purchased CompaniesAssets, including the goodwill of the Business, which Buyer considers to be a valuable asset, and as a material inducement to Buyer to enter into this Agreement (without such inducement Buyer would not have entered into this Agreement)in exchange for good and valuable consideration, Griffon shall not, and shall cause its Subsidiaries to not: (i) that for a period of five (5) years, 36 months commencing on the Closing Date (the “Restricted Period”), undertakeSeller shall not, participate and shall not permit any of its controlled affiliates to, directly or indirectly, (i) engage in or carry on or be engaged in, or have any financial or other interest assist others in any other Person whose primary business is, a Competing engaging in the Business anywhere in the United States; world (the “Territory”), (ii) during have an interest in any Person that engages directly or indirectly in the Restricted PeriodBusiness in the Territory in any capacity, solicitincluding as a partner, attempt to solicit shareholder, director, member, manager, employee, principal, agent, trustee, or knowingly consultant, or (iii) cause, induce, or encourage any employee material actual or consultant prospective client, customer, supplier, or licensor of any Purchased Company the Business (including any individual who has been an employee existing or consultant former client or customer of Seller and any Purchased Company at Person that becomes a client or customer of the Business after the Closing), or any time during the preceding twenty-four (24) month period prior to the time of such solicitation, encouragement or hiring) to resign or leave the employ or service of such Purchased Company or otherwise hire, employ, engage or contract any such employee or consultant to perform services other than for the benefit of such Purchased Company; or (iii) during the Restricted Period, solicit, attempt to solicit or knowingly encourage any customer or supplier of any Purchased Company (including any Person who has been a customer or supplier of any Purchased Company at any time during the twelve (12) month period immediately prior to the time of such solicitation or encouragement) to alter, reduce or terminate its material business relationship with the Business, to terminate or modify any such Purchased Company; providedactual or prospective relationship. Notwithstanding the foregoing, for the avoidance Seller may own, directly or indirectly, solely as an investment, securities of doubtany Person traded on any national securities exchange if Seller is not a controlling Person of, solicitation or a member of a group which controls, such Person and does not, directly or indirectly, own 5% or more of any class of securities of such customers or suppliers in the Ordinary Course of Business unrelated to a Competing Business shall not constitute a violation of this Section 5.11(a)(iii)Person. (b) Notwithstanding Section 5.11(a)During the Restricted Period, none Seller shall not, and shall not permit any of its controlled affiliates to, directly or indirectly, hire or solicit any person who is, was, or becomes employed by the following activities shall constitute Buyer, or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a violation of Section 5.11(a): (i) the advertisement of job openings by use of newspapers, magazines, the internet and other media general solicitation which is not directed at specifically to any such employees, consultants or independent contractors of any Purchased Company; (ii) holding up to five per cent (5%) of the outstanding securities of any class of any publicly-traded securities of a company that is engaged in a Competing Business; or (iii) the acquisition of any business or Person (an “Acquired Business”) conducting a Competing Business in the United States provided that, as of the date of such acquisition, the revenue of such Competing Business for the last four fiscal quarters of such Acquired Business for which financial statements have been prepared is not greater than twenty-five per cent (25%) of the total revenue of the Acquired Business for such four fiscal quarter period (and continuing to engage in such acquired Competing Business so long as the foregoing percentage threshold continues to not be exceeded). (c) Notwithstanding anything Seller acknowledges that a breach or threatened breach of this Section 5.02 would give rise to the contrary set forth hereinirreparable harm to Buyer, 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 Seller of any of the provisions of Section 5.11(a) (the “Restrictive Covenants”): (i) the Restricted Period shall be tolled during the pendency of any breach of any of the Restrictive Covenants; (ii) such obligations, Buyer and its Affiliates (including the Purchased Companies) shall have the right and remedyshall, without regard in addition to any and all other rights and remedies that may be available remedyto it in respect of such breach, be entitled to (A) have the Restrictive Covenants specifically enforced by 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 post bond). (d) Seller acknowledges that the restrictions contained in this Section 5.02 are reasonable and (B) have issued an injunction restraining any such breach without posting necessary to protect the legitimate interests of Buyer and constitute a bond; it being understood material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any breach of any of the Restrictive Covenants would cause irreparable and material Loss to Buyer and its Affiliates (including the Purchased Companies), the amount of which cannot be readily determined and as to which neither Buyer nor any of its Affiliates (including the Purchased Companies) will have any adequate remedy at Law or covenant contained in equity; (iii) it is the desire and intent of the parties hereto that the Restrictive Covenants be enforced to the fullest extent permissible under the Laws and public policies applied in each jurisdiction in which enforcement is sought and if any Restrictive Covenant shall this Section 5.02 should ever be adjudicated finally to be invalid exceed the time, geographic, product or unenforceableservice, or other limitations permitted by applicable Law in any jurisdiction or any Governmental Order, then any court is expressly empowered to reform such Restrictive Covenant shall be amended covenant in such jurisdiction to the maximum less restrictive time, geographic, product or service, or other limitations permitted under by applicable Law to the extent necessary or such Governmental Order. The covenants and provisions contained in order that this Section 5.02 are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision be valid and enforceable, the parties hereto hereby expressly acknowledge their desire that in such event such action be taken and the remainder of such Restrictive Covenant as written shall not thereby be affected invalidate or render unenforceable the remaining covenants or provisions of this Section 5.02, and any such invalidity or unenforceability in any jurisdiction shall be given full effect without regard to invalid portions and not invalidate or render unenforceable such amendment shall apply only with respect to the operation of the Restrictive Covenant covenant or provision in the particular jurisdiction in which such adjudication is made; and (iv) the parties hereto acknowledge and agree that the Restrictive Covenants are necessary for the protection and preservation of the value and the goodwill of Buyer’s and the Purchased Companies’ businesses and are reasonable and valid in geographical and temporal scope and in all any other respectsjurisdiction.

Non-Competition; Non-Solicitation. (a) In order for Buyer to For a period of three (3) years commencing on the Closing Date (the "Restricted Period"), each Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have and enjoy an interest in any Person that engages directly or indirectly in the full benefit Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) cause, induce or encourage any material actual or prospective client, customer, supplier or licensor of the businesses Business (including any existing or former client or customer of Bloxbiz and any Person that becomes a client or customer of the Purchased CompaniesBusiness after the Closing), or any other Person who has a material business relationship with the Business, to terminate or modify any such actual or prospective relationship. Notwithstanding the foregoing, any Seller may own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange if such Seller is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own three percent (3%) or more of any class of securities of such Person. (b) During the Restricted Period, each Seller shall not, and as shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any person who is offered employment by Buyer pursuant to Section 6.03(a) or is or was employed in the Business during the Restricted Period, or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 6.05(b) shall prevent a Seller or any of its Affiliates from hiring (i) any employee whose employment has been terminated by Buyer or (ii) after one hundred eighty (180) days from the date of termination of employment, any employee whose employment has been terminated by the employee. (c) Each Seller acknowledges that a breach or threatened breach of this Section 6.05 would give rise to irreparable harm to Buyer, 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 any Seller of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to 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 post bond). (d) Each Seller acknowledges that the restrictions contained in this Section 6.05 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement (without such inducement Buyer would not have entered into and consummate the transactions contemplated by this Agreement). In the event that any covenant contained in this Section 6.05 should ever be adjudicated to exceed the time, Griffon shall notgeographic, 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 cause its Subsidiaries be deemed reformed, in such jurisdiction to not: (i) for a period of five (5) yearsthe maximum time, commencing on the Closing Date (the “Restricted Period”)geographic, undertake, participate in product or carry on or be engaged in, or have any financial service or other interest limitations permitted by applicable Law. The covenants contained in this Section 6.05 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 Person whose primary business is, a Competing Business anywhere in the United States; (ii) during the Restricted Period, solicit, attempt to solicit or knowingly encourage any employee or consultant of any Purchased Company (including any individual who has been an employee or consultant of any Purchased Company at any time during the preceding twenty-four (24) month period prior to the time of such solicitation, encouragement or hiring) to resign or leave the employ or service of such Purchased Company or otherwise hire, employ, engage or contract any such employee or consultant to perform services other than for the benefit of such Purchased Company; or (iii) during the Restricted Period, solicit, attempt to solicit or knowingly encourage any customer or supplier of any Purchased Company (including any Person who has been a customer or supplier of any Purchased Company at any time during the twelve (12) month period immediately prior to the time of such solicitation or encouragement) to alter, reduce or terminate its business relationship with such Purchased Company; provided, for the avoidance of doubt, solicitation of such customers or suppliers in the Ordinary Course of Business unrelated to a Competing Business shall not constitute a violation of this Section 5.11(a)(iii)jurisdiction. (b) Notwithstanding Section 5.11(a), none of the following activities shall constitute a violation of Section 5.11(a): (i) the advertisement of job openings by use of newspapers, magazines, the internet and other media not directed at employees, consultants or independent contractors of any Purchased Company; (ii) holding up to five per cent (5%) of the outstanding securities of any class of any publicly-traded securities of a company that is engaged in a Competing Business; or (iii) the acquisition of any business or Person (an “Acquired Business”) conducting a Competing Business in the United States provided that, as of the date of such acquisition, the revenue of such Competing Business for the last four fiscal quarters of such Acquired Business for which financial statements have been prepared is not greater than twenty-five per cent (25%) of the total revenue of the Acquired Business for such four fiscal quarter period (and continuing to engage in such acquired Competing Business so long as the foregoing percentage threshold continues to not be exceeded). (c) Notwithstanding anything to the contrary set forth herein, in the event of a breach of any of the provisions of Section 5.11(a) (the “Restrictive Covenants”): (i) the Restricted Period shall be tolled during the pendency of any breach of any of the Restrictive Covenants; (ii) Buyer and its Affiliates (including the Purchased Companies) shall have the right and remedy, without regard to any other available remedy, to (A) have the Restrictive Covenants specifically enforced by any court of competent jurisdiction and (B) have issued an injunction restraining any such breach without posting of a bond; it being understood that any breach of any of the Restrictive Covenants would cause irreparable and material Loss to Buyer and its Affiliates (including the Purchased Companies), the amount of which cannot be readily determined and as to which neither Buyer nor any of its Affiliates (including the Purchased Companies) will have any adequate remedy at Law or in equity; (iii) it is the desire and intent of the parties hereto that the Restrictive Covenants be enforced to the fullest extent permissible under the Laws and public policies applied in each jurisdiction in which enforcement is sought and if any Restrictive Covenant shall be adjudicated finally to be invalid or unenforceable, such Restrictive Covenant shall be amended to the maximum less restrictive limitations permitted under applicable Law to the extent necessary in order that such provision be valid and enforceable, the parties hereto hereby expressly acknowledge their desire that in such event such action be taken and the remainder of such Restrictive Covenant shall not thereby be affected and shall be given full effect without regard to invalid portions and such amendment shall apply only with respect to the operation of the Restrictive Covenant in the particular jurisdiction in which such adjudication is made; and (iv) the parties hereto acknowledge and agree that the Restrictive Covenants are necessary for the protection and preservation of the value and the goodwill of Buyer’s and the Purchased Companies’ businesses and are reasonable and valid in geographical and temporal scope and in all other respects.

Non-Competition; Non-Solicitation. (a) During the three (3) year period immediately following the Closing Date (the “Noncompete Period”), each Restricted Party shall not, and shall not cause or permit any of its Affiliates to, directly or indirectly, (i) engage in or assist others in engaging in the Business anywhere in the world; (ii) have an interest in any Person that engages directly or indirectly in the Business in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) cause, induce or encourage any material actual or prospective client, customer, supplier or licensor of the Business (including any existing or former client or customer of Seller and any Person that becomes a client or customer of the Business after the Closing), or any other Person who has a material business relationship with the Business, to terminate or modify any such actual or prospective relationship. Notwithstanding the foregoing, each Restricted Party may own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange if such Restricted Party is not a controlling Person of, or a member of a group that controls, such Person and does not, directly or indirectly, own 5% or more of any class of securities of such Person. (b) During the two (2) year period immediately following the Closing Date (the “Nonsolicit Period” and collectively with the Noncompete Period, the “Restricted Period”), the Restricted Parties shall not, and shall not cause or permit any of their respective Affiliates to, directly or indirectly, hire or solicit any person who is offered employment by Buyer pursuant to Section 6.04(a) or is or was employed in the Business during the Nonsolicit Period, or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation that is not directed specifically to any such employees; provided, that nothing in this Section 6.06(b) shall prevent the Restricted Parties or any of their respective Affiliates from hiring (i) any employee whose employment has been terminated by Buyer or (ii) after 180 days from the date of termination of employment, any employee whose employment has been terminated by the employee. (c) The parties acknowledge that Xxxxxx is President/CEO of Patina Solutions Group Inc. (“Patina”), which provides executive-level consulting, interim executives and executive search solutions. As such, Patina is an Affiliate of Xxxxxx and accordingly, while this Agreement is not directly binding on Patina, Xxxxxx may be liable to Buyer for certain actions of Patina so long as Patina is an Affiliate of Xxxxxx. In order for addition, Patina may now or in the future provide services to current or future customers of Seller that are not competitive with services currently provided by Seller. The Parties acknowledge and agree that (i) Xxxxxx will have no liability to Buyer with respect to the restrictions contained herein with respect to Executive Search services provided by Patina; and (ii) Xxxxxx will only be deemed to have and enjoy breached the full benefit restrictions of this Section 6.06 with respect to the activities of Patina if (A) Patina, while an Affiliate of Xxxxxx, provides hourly project-based contract recruiting services to Seller Clients or (B) Xxxxxx actively assists Patina in offering services (other than Executive Search) that are directly competitive with those currently offered by Seller to any Seller Client or in soliciting any current Seller employee for employment by Patina. Without limiting the generality of the businesses foregoing, the parties further agree that Section 6.06(b) shall not prevent Patina or Xxxxxx from hiring or soliciting Xxxxxxx Block for employment unless she is employed by Buyer at the time of the Purchased Companiessuch solicitation. (d) The Restricted Parties acknowledge that a breach or threatened breach of this Section 6.06 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and as hereby agree that in the event of a breach or a threatened breach by any Restricted Party of such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to seek 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 post bond). (e) The Restricted Parties acknowledge that the restrictions contained in this Section 6.06 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement (without such inducement Buyer would not have entered into and consummate the transactions contemplated by this Agreement). In the event that any covenant contained in this Section 6.06 should ever be adjudicated to exceed the time, Griffon shall notgeographic, 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 cause its Subsidiaries be deemed reformed, in such jurisdiction to not: (i) for a period of five (5) yearsthe maximum time, commencing on the Closing Date (the “Restricted Period”)geographic, undertake, participate in product or carry on or be engaged in, or have any financial service or other interest limitations permitted by applicable Law. The covenants contained in this Section 6.06 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 Person whose primary business is, a Competing Business anywhere in the United States; (ii) during the Restricted Period, solicit, attempt to solicit or knowingly encourage any employee or consultant of any Purchased Company (including any individual who has been an employee or consultant of any Purchased Company at any time during the preceding twenty-four (24) month period prior to the time of such solicitation, encouragement or hiring) to resign or leave the employ or service of such Purchased Company or otherwise hire, employ, engage or contract any such employee or consultant to perform services other than for the benefit of such Purchased Company; or (iii) during the Restricted Period, solicit, attempt to solicit or knowingly encourage any customer or supplier of any Purchased Company (including any Person who has been a customer or supplier of any Purchased Company at any time during the twelve (12) month period immediately prior to the time of such solicitation or encouragement) to alter, reduce or terminate its business relationship with such Purchased Company; provided, for the avoidance of doubt, solicitation of such customers or suppliers in the Ordinary Course of Business unrelated to a Competing Business shall not constitute a violation of this Section 5.11(a)(iii)jurisdiction. (b) Notwithstanding Section 5.11(a), none of the following activities shall constitute a violation of Section 5.11(a): (i) the advertisement of job openings by use of newspapers, magazines, the internet and other media not directed at employees, consultants or independent contractors of any Purchased Company; (ii) holding up to five per cent (5%) of the outstanding securities of any class of any publicly-traded securities of a company that is engaged in a Competing Business; or (iii) the acquisition of any business or Person (an “Acquired Business”) conducting a Competing Business in the United States provided that, as of the date of such acquisition, the revenue of such Competing Business for the last four fiscal quarters of such Acquired Business for which financial statements have been prepared is not greater than twenty-five per cent (25%) of the total revenue of the Acquired Business for such four fiscal quarter period (and continuing to engage in such acquired Competing Business so long as the foregoing percentage threshold continues to not be exceeded). (c) Notwithstanding anything to the contrary set forth herein, in the event of a breach of any of the provisions of Section 5.11(a) (the “Restrictive Covenants”): (i) the Restricted Period shall be tolled during the pendency of any breach of any of the Restrictive Covenants; (ii) Buyer and its Affiliates (including the Purchased Companies) shall have the right and remedy, without regard to any other available remedy, to (A) have the Restrictive Covenants specifically enforced by any court of competent jurisdiction and (B) have issued an injunction restraining any such breach without posting of a bond; it being understood that any breach of any of the Restrictive Covenants would cause irreparable and material Loss to Buyer and its Affiliates (including the Purchased Companies), the amount of which cannot be readily determined and as to which neither Buyer nor any of its Affiliates (including the Purchased Companies) will have any adequate remedy at Law or in equity; (iii) it is the desire and intent of the parties hereto that the Restrictive Covenants be enforced to the fullest extent permissible under the Laws and public policies applied in each jurisdiction in which enforcement is sought and if any Restrictive Covenant shall be adjudicated finally to be invalid or unenforceable, such Restrictive Covenant shall be amended to the maximum less restrictive limitations permitted under applicable Law to the extent necessary in order that such provision be valid and enforceable, the parties hereto hereby expressly acknowledge their desire that in such event such action be taken and the remainder of such Restrictive Covenant shall not thereby be affected and shall be given full effect without regard to invalid portions and such amendment shall apply only with respect to the operation of the Restrictive Covenant in the particular jurisdiction in which such adjudication is made; and (iv) the parties hereto acknowledge and agree that the Restrictive Covenants are necessary for the protection and preservation of the value and the goodwill of Buyer’s and the Purchased Companies’ businesses and are reasonable and valid in geographical and temporal scope and in all other respects.

Non-Competition; Non-Solicitation. (a) In order for Buyer to have and enjoy During the full benefit of the businesses of the Purchased CompaniesRestricted Period, and as a material inducement to Buyer to enter into this Agreement (without such inducement Buyer would not have entered into this Agreement), Griffon Seller shall not, and Seller shall cause its Subsidiaries to not: (i) controlled Affiliates not to, directly or indirectly, either for a period of five (5) years, commencing on the Closing Date (the “Restricted Period”), undertake, participate in Seller’s own benefit or carry on or be engaged in, or have any financial or other interest in any other Person whose primary business is, a Competing Business anywhere in the United States; (ii) during the Restricted Period, solicit, attempt to solicit or knowingly encourage any employee or consultant of any Purchased Company (including any individual who has been an employee or consultant of any Purchased Company at any time during the preceding twenty-four (24) month period prior to the time of such solicitation, encouragement or hiring) to resign or leave the employ or service of such Purchased Company or otherwise hire, employ, engage or contract any such employee or consultant to perform services other than for the benefit of such Purchased Companyany other Person, (i) engage in the Restricted Business in the Territory in any capacity; or (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, joint venturer, agent, trustee, volunteer, lender or consultant; or (iii) during knowingly induce or persuade any Provider, Enrollee, supplier or licensor of the Restricted Period, solicit, attempt Business of the Companies to solicit terminate or knowingly encourage any customer or supplier of any Purchased Company (including any Person who has been a customer or supplier of any Purchased Company at any time during the twelve (12) month period immediately prior to the time of such solicitation or encouragement) to alter, reduce or terminate modify its business relationship with such Purchased Company; provided, for the avoidance Business of doubt, solicitation the Companies in a manner materially adverse to the Business of such customers or suppliers in the Ordinary Course of Business unrelated to a Competing Business shall not constitute a violation of this Section 5.11(a)(iii)Companies. (b) Notwithstanding Section 5.11(a)During the Restricted Period, none Seller shall not, and Seller shall cause its controlled Affiliates not to, directly or indirectly, solicit for employment, hire or retain the employment of the following activities shall constitute any Continuing Employee, except pursuant to a violation of Section 5.11(a): (i) the advertisement of job openings by use of newspapers, magazines, the internet and other media general solicitation which is not directed at employeesspecifically to any Continuing Employees or any employees of Purchaser or its Affiliates; provided, consultants however, that nothing in this Section 7.8(b) shall prevent Seller or independent contractors any of its Affiliates from hiring any Purchased Company; (ii) holding up to five per cent (5%) employee of Purchaser whose employment has been terminated by Purchaser and its Affiliates and such termination was not the outstanding securities direct result of any class of any publicly-traded securities of a company that is engaged in a Competing Business; solicitation by Seller or (iii) the acquisition of any business or Person (an “Acquired Business”) conducting a Competing Business in the United States provided that, as of the date of such acquisition, the revenue of such Competing Business for the last four fiscal quarters of such Acquired Business for which financial statements have been prepared is not greater than twenty-five per cent (25%) of the total revenue of the Acquired Business for such four fiscal quarter period (and continuing to engage in such acquired Competing Business so long as the foregoing percentage threshold continues to not be exceeded)its Representatives. (c) Notwithstanding anything Seller acknowledges that a breach or threatened breach of this Section 7.8 will give rise to the contrary set forth hereinirreparable harm to Purchaser, for which monetary damages will not be an adequate remedy, and hereby agrees that, in the event of a breach or a threatened breach by such Seller of any such obligations, Purchaser shall, in addition to any and all other rights and remedies that may be available to it in respect of the provisions such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance, and any other relief that may be available from a Court of Section 5.11(a) (the “Restrictive Covenants”):competent jurisdiction. (id) Seller acknowledges that the Restricted Period restrictions contained in this Section 7.8 are reasonable and necessary to protect the legitimate interests of Purchaser and constitute a material inducement to Purchaser to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 7.8 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 tolled during deemed reformed, in such jurisdiction to the pendency maximum time, geographic, product or service or other limitations permitted by applicable Law. The covenants contained in this Section 7.8 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any breach of such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any of the Restrictive Covenants;such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction. (iie) Buyer Notwithstanding anything to the contrary herein, Purchaser acknowledges and agrees that Seller and its Affiliates (including operate and intend to continue operating a consumer care business and that the Purchased Companies) foregoing shall have in no way restrict, limit or impose any obligations on, or seek to restrict, limit or impose any obligations on, the right and remedy, without regard to any other available remedy, to (A) have the Restrictive Covenants specifically enforced operation by any court of competent jurisdiction and (B) have issued an injunction restraining any such breach without posting of a bond; it being understood that any breach of any of the Restrictive Covenants would cause irreparable and material Loss to Buyer Seller and its Affiliates (including the Purchased Companies), the amount of which cannot be readily determined and as to which neither Buyer nor any of its Affiliates (including the Purchased Companies) will have any adequate remedy at Law or in equity; (iii) it is the desire and intent of the parties hereto that the Restrictive Covenants be enforced to the fullest extent permissible under the Laws and public policies applied in each jurisdiction in which enforcement is sought and if any Restrictive Covenant shall be adjudicated finally to be invalid or unenforceable, such Restrictive Covenant shall be amended to the maximum less restrictive limitations permitted under applicable Law to the extent necessary in order that such provision be valid and enforceable, the parties hereto hereby expressly acknowledge their desire that in such event such action be taken and the remainder of such Restrictive Covenant shall not thereby be affected and shall be given full effect without regard to invalid portions and such amendment shall apply only with respect to the operation of the Restrictive Covenant in the particular jurisdiction in which such adjudication is made; and (iv) the parties hereto acknowledge and agree that the Restrictive Covenants are necessary for the protection and preservation of the value and the goodwill of Buyer’s and the Purchased Companies’ businesses and are reasonable and valid in geographical and temporal scope and in all other respectsbusiness.

Non-Competition; Non-Solicitation. (a) In order for Buyer to have and enjoy the full benefit of the businesses of the Purchased Companies, and as a material inducement to Buyer to enter into this Agreement (without such inducement Buyer would not have entered into this Agreement), Griffon shall not, and shall cause its Subsidiaries to not: (i) for For a period of five two (52) years, years commencing on the Closing Date (the “Restricted Period”), undertakeneither Seller nor Bxxxx Xxxxxxx (except for work provided to Purchaser post-Closing, participate if any, or in association with consulting services to buyer of the Seller’s IT Assets, if any) shall directly or indirectly, (i) engage in or carry on or be engaged in, or assist others in engaging in a business that competes with the Web Assets being acquired by the Purchaser (the “Restricted Business”) within the State of California (the “Territory”); (ii) have any financial or other an interest in any other Person whose primary business is, a Competing Business anywhere entity that engages directly or indirectly in the United States; Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iiiii) during the Restricted Periodcause, solicit, attempt to solicit induce or knowingly encourage any employee material actual or consultant prospective client, customer, supplier or licensor of any Purchased Company the Business, as it relates to use of the Web Assets (including any individual existing or former client or customer of Seller and any person that becomes a client or customer involved in the Web Assets of the Business after the Closing), or any other person who has been an employee or consultant of any Purchased Company at any time during the preceding twenty-four (24) month period prior to the time of such solicitation, encouragement or hiring) to resign or leave the employ or service of such Purchased Company or otherwise hire, employ, engage or contract any such employee or consultant to perform services other than for the benefit of such Purchased Company; or (iii) during the Restricted Period, solicit, attempt to solicit or knowingly encourage any customer or supplier of any Purchased Company (including any Person who has been a customer or supplier of any Purchased Company at any time during the twelve (12) month period immediately prior to the time of such solicitation or encouragement) to alter, reduce or terminate its material business relationship with the Business, to terminate or modify any such Purchased Company; providedactual or prospective relationship. Notwithstanding the foregoing, Seller may work for Purchaser, its Parent or the avoidance purchaser of doubtthe Seller’s IT Assets or may own, solicitation directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange if Seller is not a controlling Person of, or a member of a group which controls, such person and does not, directly or indirectly, own five percent (5%) or more of any class of securities of such customers or suppliers in the Ordinary Course of Business unrelated to a Competing Business shall not constitute a violation of this Section 5.11(a)(iii)entity. (b) Notwithstanding Seller acknowledges that a breach or threatened breach of this Section 5.11(a)6.12 would give rise to irreparable harm to Purchaser, none for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of the following activities shall constitute a violation of Section 5.11(a): (i) the advertisement of job openings breach or a threatened breach by use of newspapers, magazines, the internet and other media not directed at employees, consultants or independent contractors Seller of any Purchased Company; (ii) holding up such obligations, Purchaser shall, in addition to five per cent (5%) of the outstanding securities of any class of any publicly-traded securities of a company and all other rights and remedies that is engaged may be available to it in a Competing Business; or (iii) the acquisition of any business or Person (an “Acquired Business”) conducting a Competing Business in the United States provided that, as of the date respect of such acquisitionbreach, the revenue be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of such Competing Business for the last four fiscal quarters of such Acquired Business for which financial statements have been prepared is not greater than twenty-five per cent competent jurisdiction (25%) of the total revenue of the Acquired Business for such four fiscal quarter period (and continuing without any requirement to engage in such acquired Competing Business so long as the foregoing percentage threshold continues to not be exceededpost bond). (c) Notwithstanding anything Seller acknowledges that the restrictions contained in this Section 6.12 are reasonable and necessary to protect the contrary set forth hereinlegitimate interests of Purchaser and constitute a material inducement to Purchaser to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 6.12 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 the event of a breach of any of the provisions of Section 5.11(a) (the “Restrictive Covenants”): (i) the Restricted Period shall be tolled during the pendency of any breach of any of the Restrictive Covenants; (ii) Buyer and its Affiliates (including the Purchased Companies) shall have the right and remedy, without regard to any other available remedy, to (A) have the Restrictive Covenants specifically enforced by any court of competent such jurisdiction and (B) have issued an injunction restraining any such breach without posting of a bond; it being understood that any breach of any of the Restrictive Covenants would cause irreparable and material Loss to Buyer and its Affiliates (including the Purchased Companies), the amount of which cannot be readily determined and as to which neither Buyer nor any of its Affiliates (including the Purchased Companies) will have any adequate remedy at Law or in equity; (iii) it is the desire and intent of the parties hereto that the Restrictive Covenants be enforced to the fullest extent permissible under the Laws and public policies applied in each jurisdiction in which enforcement is sought and if any Restrictive Covenant shall be adjudicated finally to be invalid or unenforceable, such Restrictive Covenant shall be amended to the maximum less restrictive time, geographic, product or service or other limitations permitted under by applicable Law to the extent necessary law. The covenants contained in order that this Section 6.12 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision be valid and enforceable, the parties hereto hereby expressly acknowledge their desire that in such event such action be taken and the remainder of such Restrictive Covenant as written shall not thereby be affected invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall be given full effect without regard to invalid portions and not invalidate or render unenforceable such amendment shall apply only with respect to the operation of the Restrictive Covenant covenant or provision in the particular jurisdiction in which such adjudication is made; and (iv) the parties hereto acknowledge and agree that the Restrictive Covenants are necessary for the protection and preservation of the value and the goodwill of Buyer’s and the Purchased Companies’ businesses and are reasonable and valid in geographical and temporal scope and in all any other respectsjurisdiction.

Non-Competition; Non-Solicitation. (a) In order for Buyer Purchaser to have and enjoy the full benefit of the businesses of the Purchased CompaniesBusiness, and as a material inducement to Buyer Purchaser to enter into this Agreement (without such inducement Buyer Purchaser would not have entered into this Agreement), Griffon shall not, and shall cause its Subsidiaries to not: (i) for a period of five (5) years, years commencing on the Closing Date Date, neither Seller, COG nor any of their controlled Affiliates (the each a “Restricted PeriodParty”)) shall, directly or indirectly (whether by itself, through an Affiliate, in partnership or conjunction with, or as an employee, officer, director, manager, member, owner, consultant or agent of, any other Person): (i) undertake, participate in or carry on or be engaged in, or have any financial or other interest in, or in any other manner advise or assist any other Person whose primary business is, in connection with the operation of a Competing Business anywhere in the United Statesworld; (ii) during the Restricted Period, solicit, entice, encourage or intentionally influence, or attempt to solicit solicit, entice, encourage or knowingly encourage influence, any employee or consultant of Purchaser, any Purchased Company (including Subsidiary or any individual of their respective controlled Affiliates as of immediately following the Closing or any Business Employee who has been an employee or consultant of any Purchased Company did not accept employment with Purchaser at any time during the preceding twenty-four (24) month period prior to the time of such solicitationClosing, encouragement or hiring) to resign or leave the employ of Purchaser, any Purchased Subsidiary or service any of such Purchased Company their respective Subsidiaries or otherwise hire, employ, engage or contract any such employee or consultant to perform services other than for the benefit of such Purchaser, any Purchased CompanySubsidiary or any of their respective Subsidiaries; or (iii) during the Restricted Period, solicit, entice, encourage or influence, or attempt to solicit solicit, entice, encourage or knowingly encourage influence, any customer or supplier of any Purchased Company the Business (including any Person who has been a customer of the Business or supplier of any Purchased Company Subsidiary at any time during the twelve (12) month period immediately prior to of 12 months before the time of such solicitation or encouragementClosing) to alter, reduce or terminate its business relationship with such the Business, Purchaser, any Purchased Company; provided, Subsidiary or any of their respective Subsidiaries for the avoidance direct or indirect benefit of doubt, solicitation of such customers or suppliers in the Ordinary Course of Business unrelated to a any Competing Business shall not constitute a violation of this Section 5.11(a)(iii)Business. (b) Notwithstanding Section 5.11(a7.17(a), none of the following activities shall constitute a violation of Section 5.11(a7.17(a): (i) the advertisement of job openings by use of newspapers, magazines, the internet and other media not directed at individual prospective employees, consultants or independent contractors of any Purchased Companycontractors; or (ii) a Restricted Party holding up to five per cent (not more than 5%) % of the outstanding securities of any class of any publicly-traded securities of a company that is engaged in a Competing Business; or (iii) the acquisition of any business or Person (an “Acquired Business”) conducting a Competing Business in the United States provided that, as of the date of such acquisition, the revenue of such Competing Business for the last four fiscal quarters of such Acquired Business for which financial statements have been prepared is not greater than twenty-five per cent (25%) of the total revenue of the Acquired Business for such four fiscal quarter period (and continuing to engage in such acquired Competing Business so long as the foregoing percentage threshold continues to not be exceeded). (c) Notwithstanding anything to the contrary set forth herein, herein (including Section 11.3 in the event of a breach of any of the provisions of Section 5.11(a7.17(a) (the “Restrictive Covenants”): (i) the Restricted Period shall be tolled during the pendency of any breach of any of the Restrictive Covenants; (ii) Buyer Purchaser and its Affiliates Subsidiaries (including the Purchased CompaniesSubsidiaries) shall have the right and remedy, without regard to any other available remedy, to (A) have the Restrictive Covenants specifically enforced by any court of competent jurisdiction and (B) have issued an injunction restraining any such breach without posting of a bond; it being understood that any breach of any of the Restrictive Covenants would cause irreparable and material Loss to Buyer Purchaser and its Affiliates Subsidiaries (including the Purchased CompaniesSubsidiaries), the amount of which cannot be readily determined and as to which neither Buyer Purchaser nor any of its Affiliates Subsidiaries (including the Purchased CompaniesSubsidiaries) will have any adequate remedy at Law law or in equitydamages; (iiiii) it is the desire and intent of the parties hereto Parties that the Restrictive Covenants be enforced to the fullest extent permissible under the Laws Laws, Orders and public policies applied in each jurisdiction in which enforcement is sought and if any Restrictive Covenant shall be adjudicated finally to be invalid or unenforceable, such Restrictive Covenant shall be deemed amended to the maximum less restrictive limitations permitted under applicable Law to the extent necessary in order that such provision be valid and enforceable, the parties hereto hereby expressly acknowledge their desire that in such event such action be taken and the remainder of such Restrictive Covenant shall not thereby be affected and shall be given full effect without regard to invalid portions and such amendment shall apply only with respect to the operation of the Restrictive Covenant in the particular jurisdiction in which such adjudication is made; and (iviii) the parties hereto Parties acknowledge and agree that the Restrictive Covenants are necessary for the protection and preservation of the value and the goodwill of BuyerPurchaser’s and the each of Purchased Companies’ Subsidiary’s businesses and are reasonable and valid in geographical and temporal scope and in all other respects.

Non-Competition; Non-Solicitation. (a) In order for Buyer to have and enjoy the full benefit of the businesses of the Purchased Companies, and as a material inducement to Buyer to enter into this Agreement (without such inducement Buyer would not have entered into this Agreement), Griffon shall not, and shall cause its Subsidiaries to not: (i) for For a period of five (5) years, 12 months commencing on the Closing Date (the “Restricted Period”), undertakeSeller shall not, participate and shall not permit any of its Affiliates to, directly or indirectly, (i) engage in or carry on or be engaged in, or assist others in engaging in the Restricted Business in the Territory; (ii) have any financial or other an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) cause, induce or encourage any material actual or prospective client, customer, supplier or licensor of the Business (including any existing or former client or customer of Seller and any Person that becomes a client or customer of the Business after the Closing), or any other Person whose primary who has a material business isrelationship with the Business, a Competing Business anywhere to terminate or modify any such actual or prospective relationship. (b) During the Restricted Period, Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any person who is offered employment by Buyer pursuant to Section 6.05(a) or is or was employed in the United States; (ii) Business during the Restricted Period, solicit, attempt to solicit or knowingly encourage any employee or consultant of any Purchased Company (including any individual who has been an employee or consultant of any Purchased Company at any time during the preceding twenty-four (24) month period prior to the time of such solicitation, encouragement or hiring) to resign or leave the employ or service of such Purchased Company or otherwise hire, employ, engage or contract any such employee to leave such employment or consultant to perform services other than for the benefit of hire any such Purchased Company; or (iii) during the Restricted Period, solicit, attempt to solicit or knowingly encourage any customer or supplier of any Purchased Company (including any Person employee who has been left such employment, except pursuant to a customer or supplier of general solicitation which is not directed specifically to any Purchased Company at any time during the twelve (12) month period immediately prior to the time of such solicitation or encouragement) to alter, reduce or terminate its business relationship with such Purchased Companyemployees; provided, for the avoidance of doubt, solicitation of such customers or suppliers that nothing in the Ordinary Course of Business unrelated to a Competing Business shall not constitute a violation of this Section 5.11(a)(iii). (b6.07(b) Notwithstanding Section 5.11(a), none shall prevent Seller or any of the following activities shall constitute a violation of Section 5.11(a): its Affiliates from hiring (i) the advertisement of job openings any employee whose employment has been terminated by use of newspapers, magazines, the internet and other media not directed at employees, consultants Buyer or independent contractors of any Purchased Company; (ii) holding up to five per cent (5%) of the outstanding securities of any class of any publicly-traded securities of a company that is engaged in a Competing Business; or (iii) the acquisition of any business or Person (an “Acquired Business”) conducting a Competing Business in the United States provided that, as of after 180 days from the date of such acquisitiontermination of employment, any employee whose employment has been terminated by the revenue of such Competing Business for the last four fiscal quarters of such Acquired Business for which financial statements have been prepared is not greater than twenty-five per cent (25%) of the total revenue of the Acquired Business for such four fiscal quarter period (and continuing to engage in such acquired Competing Business so long as the foregoing percentage threshold continues to not be exceeded)employee. (c) Notwithstanding anything Seller acknowledges that a breach or threatened breach of this Section 6.07 would give rise to the contrary set forth hereinirreparable harm to Buyer, 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 Seller of any of the provisions of Section 5.11(a) (the “Restrictive Covenants”): (i) the Restricted Period shall be tolled during the pendency of any breach of any of the Restrictive Covenants; (ii) such obligations, Buyer and its Affiliates (including the Purchased Companies) shall have the right and remedyshall, without regard in addition to any and all other rights and remedies that may be available remedyto it in respect of such breach, be entitled to (A) have the Restrictive Covenants specifically enforced by 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 post bond). (d) Seller acknowledges that the restrictions contained in this Section 6.07 are reasonable and (B) have issued an injunction restraining any such breach without posting necessary to protect the legitimate interests of Buyer and constitute a bond; it being understood material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any breach of covenant contained in this Section 6.07 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any of the Restrictive Covenants would cause irreparable jurisdiction, then any court is expressly empowered to reform such covenant, and material Loss to Buyer and its Affiliates (including the Purchased Companies), the amount of which cannot be readily determined and as to which neither Buyer nor any of its Affiliates (including the Purchased Companies) will have any adequate remedy at Law or in equity; (iii) it is the desire and intent of the parties hereto that the Restrictive Covenants be enforced to the fullest extent permissible under the Laws and public policies applied in each jurisdiction in which enforcement is sought and if any Restrictive Covenant such covenant shall be adjudicated finally to be invalid or unenforceabledeemed reformed, in such Restrictive Covenant shall be amended jurisdiction to the maximum less restrictive time, geographic, product or service or other limitations permitted under by applicable Law to the extent necessary Law. The covenants contained in order that this Section 6.07 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision be valid and enforceable, the parties hereto hereby expressly acknowledge their desire that in such event such action be taken and the remainder of such Restrictive Covenant as written shall not thereby be affected invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall be given full effect without regard to invalid portions and not invalidate or render unenforceable such amendment shall apply only with respect to the operation of the Restrictive Covenant covenant or provision in the particular jurisdiction in which such adjudication is made; and (iv) the parties hereto acknowledge and agree that the Restrictive Covenants are necessary for the protection and preservation of the value and the goodwill of Buyer’s and the Purchased Companies’ businesses and are reasonable and valid in geographical and temporal scope and in all any other respectsjurisdiction.

Non-Competition; Non-Solicitation. (a) In order for Buyer to have and enjoy the full benefit of the businesses of the Purchased Companies, and as a material inducement to Buyer to enter into this Agreement (without such inducement Buyer would not have entered into this Agreement), Griffon shall not, and shall cause its Subsidiaries to not: (i) for For a period of five (5) years, 5 years commencing on the Closing Date (the “Restricted Period”), undertakeneither Seller nor the Shareholder shall, participate and they shall not permit any of their Affiliates to, directly or indirectly, (i) engage in or carry on or be engaged in, or have any financial or other interest assist others in any other Person whose primary business is, a Competing engaging in the Restricted Business anywhere in the United States; world (the “Territory”); (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) cause, induce or encourage any material actual or prospective client, customer, supplier or licensor of the Business (including any existing or former client or customer of Seller and any Person that becomes a client or customer of the Business after the Closing), or any other Person who has a material business relationship with the Business, to terminate or modify any such actual or prospective relationship. (b) During the Restricted Period, Seller nor the Shareholder shall, and they shall not permit any of their Affiliates to, directly or indirectly, hire or solicit any person who is offered employment by Buyer pursuant to Section 5.7 or is or was employed in the Business during the Restricted Period, solicit, attempt to solicit or knowingly encourage any employee or consultant of any Purchased Company (including any individual who has been an employee or consultant of any Purchased Company at any time during the preceding twenty-four (24) month period prior to the time of such solicitation, encouragement or hiring) to resign or leave the employ or service of such Purchased Company or otherwise hire, employ, engage or contract any such employee to leave such employment or consultant to perform services other than for the benefit of hire any such Purchased Company; or (iii) during the Restricted Period, solicit, attempt to solicit or knowingly encourage any customer or supplier of any Purchased Company (including any Person employee who has been a customer or supplier of any Purchased Company at any time during the twelve (12) month period immediately prior to the time of left such solicitation or encouragement) to alteremployment, reduce or terminate its business relationship with such Purchased Company; provided, for the avoidance of doubt, solicitation of such customers or suppliers in the Ordinary Course of Business unrelated except pursuant to a Competing Business shall general solicitation which is not constitute a violation of directed specifically to any such employees; provided that nothing in this Section 5.11(a)(iii). 5.14(b) shall prevent Shareholder or any of its Affiliates from hiring after six (b6) Notwithstanding Section 5.11(a), none of the following activities shall constitute a violation of Section 5.11(a): (i) the advertisement of job openings by use of newspapers, magazines, the internet and other media not directed at employees, consultants or independent contractors of any Purchased Company; (ii) holding up to five per cent (5%) of the outstanding securities of any class of any publicly-traded securities of a company that is engaged in a Competing Business; or (iii) the acquisition of any business or Person (an “Acquired Business”) conducting a Competing Business in the United States provided that, as of months from the date of such acquisitiontermination of employment, the revenue of such Competing Business for the last four fiscal quarters of such Acquired Business for which financial statements have any employee whose employment has been prepared is not greater than twenty-five per cent (25%) of the total revenue of the Acquired Business for such four fiscal quarter period (and continuing to engage in such acquired Competing Business so long as the foregoing percentage threshold continues to not be exceeded)terminated. (c) Notwithstanding anything Shareholder and Seller acknowledge that a breach or threatened breach of this Section 5.14 would give rise to the contrary set forth hereinirreparable harm to Buyer, 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 any of them of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of the provisions of Section 5.11(a) (the “Restrictive Covenants”): (i) the Restricted Period shall such breach, be tolled during the pendency entitled to equitable relief, including a temporary restraining order, and injunction, specific performance of any breach of any of the Restrictive Covenants; (ii) Buyer and its Affiliates (including the Purchased Companies) shall have the right and remedy, without regard to any other relief that may be available remedy, to (A) have the Restrictive Covenants specifically enforced by any from a court of competent jurisdiction (without any requirement to post bond). (d) Shareholder and (B) have issued an injunction restraining any such breach without posting Seller acknowledge that the restrictions contained in this Section 5.14 are reasonable and necessary to protect the legitimate interests of a bond; it being understood Buyer and constitute material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any breach of covenant contained in this Section 5.14 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by Law, then any of the Restrictive Covenants would cause irreparable court is expressly empowered to reform such covenant, and material Loss to Buyer and its Affiliates (including the Purchased Companies), the amount of which cannot be readily determined and as to which neither Buyer nor any of its Affiliates (including the Purchased Companies) will have any adequate remedy at Law or in equity; (iii) it is the desire and intent of the parties hereto that the Restrictive Covenants be enforced to the fullest extent permissible under the Laws and public policies applied in each jurisdiction in which enforcement is sought and if any Restrictive Covenant such covenant shall be adjudicated finally to be invalid or unenforceabledeemed reformed, in such Restrictive Covenant shall be amended jurisdiction to the maximum less restrictive time, geographic, product of service or other limitations permitted under applicable Law to the extent necessary by Law. The covenants contained in order that this Section 5.14 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision be valid and enforceable, the parties hereto hereby expressly acknowledge their desire that in such event such action be taken and the remainder of such Restrictive Covenant as written shall not thereby be affected invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall be given full effect without regard to invalid portions and not invalidate or render unenforceable such amendment shall apply only with respect to the operation of the Restrictive Covenant covenant or provision in the particular jurisdiction in which such adjudication is made; and (iv) the parties hereto acknowledge and agree that the Restrictive Covenants are necessary for the protection and preservation of the value and the goodwill of Buyer’s and the Purchased Companies’ businesses and are reasonable and valid in geographical and temporal scope and in all any other respectsjurisdiction.

Non-Competition; Non-Solicitation. (a) In order for Buyer to have and enjoy the full benefit of the businesses of the Purchased Companies, and as a material inducement to Buyer to enter into this Agreement (without such inducement Buyer would not have entered into this Agreement), Griffon shall not, and shall cause its Subsidiaries to not: (i) for For a period of five (5) years, years commencing on the Closing Date (the “Restricted Period”), undertakeeach Seller shall not, participate and shall not permit any of its Affiliates to, directly or indirectly, (i) engage in or carry on or be engaged in, or assist others in engaging in the Restricted Business in the Territory; (ii) have any financial or other an interest in any other Person whose primary business is, a Competing Business anywhere that engages directly or indirectly in the United States; (ii) during Restricted Business in the Restricted PeriodTerritory in any capacity, solicitincluding as a partner, attempt to solicit shareholder, member, employee, principal, agent, trustee or knowingly encourage any employee consultant; or consultant of any Purchased Company (including any individual who has been an employee or consultant of any Purchased Company at any time during the preceding twenty-four (24) month period prior to the time of such solicitation, encouragement or hiring) to resign or leave the employ or service of such Purchased Company or otherwise hire, employ, engage or contract any such employee or consultant to perform services other than for the benefit of such Purchased Company; or (iii) during intentionally interfere in any material respect with the Restricted Period, solicit, attempt to solicit or knowingly encourage any customer or supplier of any Purchased Company business relationships (including any Person who has been a customer or supplier of any Purchased Company at any time during the twelve (12) month period immediately whether formed prior to or after the time date of such solicitation or encouragementthis Agreement) to alter, reduce or terminate its business relationship with such Purchased Company; provided, for between the avoidance of doubt, solicitation of such Company and customers or suppliers of the Company. Notwithstanding the foregoing, Sellers, collectively, may own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange or over-the-counter market if Sellers are not (individually or in the Ordinary Course aggregate) a controlling Person of, or a member of Business unrelated to a Competing Business shall not constitute a violation group which controls, such Person and do not, directly or indirectly, own ten percent (10%) or more of this Section 5.11(a)(iii)any class of securities of such Person. (b) Notwithstanding Section 5.11(a)During the Restricted Period, none each Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any employee of the following activities shall constitute Company or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a violation of Section 5.11(a): (i) the advertisement of job openings by use of newspapers, magazines, the internet and other media general solicitation which is not directed at specifically to any such employees, consultants or independent contractors of any Purchased Company; (ii) holding up to five per cent (5%) of the outstanding securities of any class of any publicly-traded securities of a company that is engaged in a Competing Business; or (iii) the acquisition of any business or Person (an “Acquired Business”) conducting a Competing Business in the United States provided that, as of the date of such acquisition, the revenue of such Competing Business for the last four fiscal quarters of such Acquired Business for which financial statements have been prepared is not greater than twenty-five per cent (25%) of the total revenue of the Acquired Business for such four fiscal quarter period (and continuing to engage in such acquired Competing Business so long as the foregoing percentage threshold continues to not be exceeded). (c) Notwithstanding anything During the Restricted Period, each Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, solicit or entice, or attempt to solicit or entice, any clients or customers of the contrary set forth hereinCompany or potential clients or customers of the Company for purposes of diverting their business or services from the Company. (d) Sellers acknowledge that a breach or threatened breach of this Section 5.02 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agree that in the event of a breach or a threatened breach by a Seller of any of the provisions of Section 5.11(a) (the “Restrictive Covenants”): (i) the Restricted Period shall be tolled during the pendency of any breach of any of the Restrictive Covenants; (ii) such obligations, Buyer and its Affiliates (including the Purchased Companies) shall have the right and remedyshall, without regard in addition to any and all other rights and remedies that may be available remedyto it in respect of such breach, be entitled to (A) have the Restrictive Covenants specifically enforced by 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 post bond). (e) Sellers acknowledge that the restrictions contained in this Section 5.02 are reasonable and (B) have issued an injunction restraining any such breach without posting necessary to protect the legitimate interests of Buyer and constitute a bond; it being understood material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any breach of covenant contained in this Section 5.02 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any of the Restrictive Covenants would cause irreparable jurisdiction, then any court is expressly empowered to reform such covenant, and material Loss to Buyer and its Affiliates (including the Purchased Companies), the amount of which cannot be readily determined and as to which neither Buyer nor any of its Affiliates (including the Purchased Companies) will have any adequate remedy at Law or in equity; (iii) it is the desire and intent of the parties hereto that the Restrictive Covenants be enforced to the fullest extent permissible under the Laws and public policies applied in each jurisdiction in which enforcement is sought and if any Restrictive Covenant such covenant shall be adjudicated finally to be invalid or unenforceabledeemed reformed, in such Restrictive Covenant shall be amended jurisdiction to the maximum less restrictive time, geographic, product or service, or other limitations permitted under by applicable Law to the extent necessary Law. The covenants contained in order that this Section 5.02 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision be valid and enforceable, the parties hereto hereby expressly acknowledge their desire that in such event such action be taken and the remainder of such Restrictive Covenant as written shall not thereby be affected invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall be given full effect without regard to invalid portions and not invalidate or render unenforceable such amendment shall apply only with respect to the operation of the Restrictive Covenant covenant or provision in the particular jurisdiction in which such adjudication is made; and (iv) the parties hereto acknowledge and agree that the Restrictive Covenants are necessary for the protection and preservation of the value and the goodwill of Buyer’s and the Purchased Companies’ businesses and are reasonable and valid in geographical and temporal scope and in all any other respectsjurisdiction.

Non-Competition; Non-Solicitation. (a) In order for Buyer to At all times following the Closing, Seller Parties shall not, and shall not permit any of their Affiliates to, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have and enjoy an interest in any Person that engages directly or indirectly in the full benefit Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) except as set forth in Schedule 6.04(a) of the businesses Disclosure Schedules, cause, induce or encourage any material actual or prospective client, customer, vendor or licensor of the Purchased CompaniesBusiness (including any existing or former client or customer of Seller Parties and any Person that becomes a client or customer of the Business after the Closing), or any other Person who has a material business relationship with the Business, to terminate or modify any such actual or prospective relationship. Notwithstanding the foregoing, Sellers may own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange if no Seller Party is a controlling Person of such Person, or a member of a group which controls such Person, and as does not, directly or indirectly, own 5% or more of any class of securities of such Person. Nothing in this Section 6.04 shall limit, restrict or otherwise prohibit any Seller Parties from continuing to provide services to Regis Corporation or its customers, Franchisees, vendors or other third parties. (b) Seller Parties shall not, and shall not permit any of their Affiliates to, directly or indirectly, hire or solicit any Offered Employee, or encourage any such employee to leave such (c) Seller Parties acknowledge that a breach or threatened breach of this Section 6.04 would give rise to irreparable harm to Buyer, 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 Seller Parties of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to 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 post bond). (d) Seller Parties acknowledge that the restrictions contained in this Section 6.04 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement (without such inducement Buyer would not have entered into and consummate the transactions contemplated by this Agreement). In the event that any covenant contained in this Section 6.04 should ever be adjudicated to exceed the time, Griffon shall notgeographic, 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 cause its Subsidiaries be deemed reformed, in such jurisdiction to not: (i) for a period of five (5) yearsthe maximum time, commencing on the Closing Date (the “Restricted Period”)geographic, undertake, participate in product or carry on or be engaged in, or have any financial service or other interest limitations permitted by applicable Law. The covenants contained in this Section 6.04 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 Person whose primary business is, a Competing Business anywhere in the United States; (ii) during the Restricted Period, solicit, attempt to solicit or knowingly encourage any employee or consultant of any Purchased Company (including any individual who has been an employee or consultant of any Purchased Company at any time during the preceding twenty-four (24) month period prior to the time of such solicitation, encouragement or hiring) to resign or leave the employ or service of such Purchased Company or otherwise hire, employ, engage or contract any such employee or consultant to perform services other than for the benefit of such Purchased Company; or (iii) during the Restricted Period, solicit, attempt to solicit or knowingly encourage any customer or supplier of any Purchased Company (including any Person who has been a customer or supplier of any Purchased Company at any time during the twelve (12) month period immediately prior to the time of such solicitation or encouragement) to alter, reduce or terminate its business relationship with such Purchased Company; provided, for the avoidance of doubt, solicitation of such customers or suppliers in the Ordinary Course of Business unrelated to a Competing Business shall not constitute a violation of this Section 5.11(a)(iii)jurisdiction. (b) Notwithstanding Section 5.11(a), none of the following activities shall constitute a violation of Section 5.11(a): (i) the advertisement of job openings by use of newspapers, magazines, the internet and other media not directed at employees, consultants or independent contractors of any Purchased Company; (ii) holding up to five per cent (5%) of the outstanding securities of any class of any publicly-traded securities of a company that is engaged in a Competing Business; or (iii) the acquisition of any business or Person (an “Acquired Business”) conducting a Competing Business in the United States provided that, as of the date of such acquisition, the revenue of such Competing Business for the last four fiscal quarters of such Acquired Business for which financial statements have been prepared is not greater than twenty-five per cent (25%) of the total revenue of the Acquired Business for such four fiscal quarter period (and continuing to engage in such acquired Competing Business so long as the foregoing percentage threshold continues to not be exceeded). (c) Notwithstanding anything to the contrary set forth herein, in the event of a breach of any of the provisions of Section 5.11(a) (the “Restrictive Covenants”): (i) the Restricted Period shall be tolled during the pendency of any breach of any of the Restrictive Covenants; (ii) Buyer and its Affiliates (including the Purchased Companies) shall have the right and remedy, without regard to any other available remedy, to (A) have the Restrictive Covenants specifically enforced by any court of competent jurisdiction and (B) have issued an injunction restraining any such breach without posting of a bond; it being understood that any breach of any of the Restrictive Covenants would cause irreparable and material Loss to Buyer and its Affiliates (including the Purchased Companies), the amount of which cannot be readily determined and as to which neither Buyer nor any of its Affiliates (including the Purchased Companies) will have any adequate remedy at Law or in equity; (iii) it is the desire and intent of the parties hereto that the Restrictive Covenants be enforced to the fullest extent permissible under the Laws and public policies applied in each jurisdiction in which enforcement is sought and if any Restrictive Covenant shall be adjudicated finally to be invalid or unenforceable, such Restrictive Covenant shall be amended to the maximum less restrictive limitations permitted under applicable Law to the extent necessary in order that such provision be valid and enforceable, the parties hereto hereby expressly acknowledge their desire that in such event such action be taken and the remainder of such Restrictive Covenant shall not thereby be affected and shall be given full effect without regard to invalid portions and such amendment shall apply only with respect to the operation of the Restrictive Covenant in the particular jurisdiction in which such adjudication is made; and (iv) the parties hereto acknowledge and agree that the Restrictive Covenants are necessary for the protection and preservation of the value and the goodwill of Buyer’s and the Purchased Companies’ businesses and are reasonable and valid in geographical and temporal scope and in all other respects.

Non-Competition; Non-Solicitation. (a) In order for Buyer to have For a period of five (5) years commencing at the Effective Time (the "Restricted Period"), Seller shall not, and enjoy the full benefit shall not permit any Person that is an Affiliate of Seller as of the businesses date hereof to, directly or indirectly, (i) engage in or assist others in engaging in the Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) cause, induce or encourage any actual or prospective client, customer, supplier or licensor of the Purchased CompaniesBusiness (including any existing or former client or customer of Seller and any Person that becomes a client or customer of the Business after the Closing), or any other Person who has a business relationship with the Business, to terminate or modify adversely any such actual or prospective relationship. Notwithstanding the foregoing, Seller may own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange if Seller is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 5% or more of any class of securities of such Person. For the avoidance of doubt, Seller's performance of its obligations under the Transition Services Agreement will not be in violation of this Section 8.16(a). Notwithstanding the foregoing, Seller may provide mobile banking services to its customers during the Restricted Period, provided such mobile banking services do not utilize the technology and intellectual property being transferred to Buyer in the Contemplated Transactions. (b) During the Restricted Period, Seller shall not, and as shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any Person who is offered employment by Buyer pursuant to Section 8.05(a) or is or was employed by Buyer or its Affiliates during the Restricted Period, or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 8.16(b) shall prevent Seller or any of its Affiliates from hiring (i) any employee whose employment has been terminated by Buyer or (ii) after 180 days from the date of termination of employment, any employee whose employment has been terminated by the employee. (c) Seller acknowledges that a breach or threatened breach of this Section 8.16 would give rise to irreparable harm to Buyer, 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 Seller of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to 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 post bond). (d) Seller acknowledges that the restrictions contained in this Section 8.16 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement (without such inducement Buyer would not have entered into and consummate the transactions contemplated by this Agreement). In the event that any covenant contained in this Section 8.16 should ever be adjudicated to exceed the time, Griffon shall notgeographic, 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 cause its Subsidiaries be deemed reformed, in such jurisdiction to not: (i) for a period of five (5) yearsthe maximum time, commencing on the Closing Date (the “Restricted Period”)geographic, undertake, participate in product or carry on or be engaged in, or have any financial service or other interest limitations permitted by applicable Law. The covenants contained in this Section 8.16 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 Person whose primary business is, a Competing Business anywhere in the United States; (ii) during the Restricted Period, solicit, attempt to solicit or knowingly encourage any employee or consultant of any Purchased Company (including any individual who has been an employee or consultant of any Purchased Company at any time during the preceding twenty-four (24) month period prior to the time of such solicitation, encouragement or hiring) to resign or leave the employ or service of such Purchased Company or otherwise hire, employ, engage or contract any such employee or consultant to perform services other than for the benefit of such Purchased Company; or (iii) during the Restricted Period, solicit, attempt to solicit or knowingly encourage any customer or supplier of any Purchased Company (including any Person who has been a customer or supplier of any Purchased Company at any time during the twelve (12) month period immediately prior to the time of such solicitation or encouragement) to alter, reduce or terminate its business relationship with such Purchased Company; provided, for the avoidance of doubt, solicitation of such customers or suppliers in the Ordinary Course of Business unrelated to a Competing Business shall not constitute a violation of this Section 5.11(a)(iii)jurisdiction. (b) Notwithstanding Section 5.11(a), none of the following activities shall constitute a violation of Section 5.11(a): (i) the advertisement of job openings by use of newspapers, magazines, the internet and other media not directed at employees, consultants or independent contractors of any Purchased Company; (ii) holding up to five per cent (5%) of the outstanding securities of any class of any publicly-traded securities of a company that is engaged in a Competing Business; or (iii) the acquisition of any business or Person (an “Acquired Business”) conducting a Competing Business in the United States provided that, as of the date of such acquisition, the revenue of such Competing Business for the last four fiscal quarters of such Acquired Business for which financial statements have been prepared is not greater than twenty-five per cent (25%) of the total revenue of the Acquired Business for such four fiscal quarter period (and continuing to engage in such acquired Competing Business so long as the foregoing percentage threshold continues to not be exceeded). (c) Notwithstanding anything to the contrary set forth herein, in the event of a breach of any of the provisions of Section 5.11(a) (the “Restrictive Covenants”): (i) the Restricted Period shall be tolled during the pendency of any breach of any of the Restrictive Covenants; (ii) Buyer and its Affiliates (including the Purchased Companies) shall have the right and remedy, without regard to any other available remedy, to (A) have the Restrictive Covenants specifically enforced by any court of competent jurisdiction and (B) have issued an injunction restraining any such breach without posting of a bond; it being understood that any breach of any of the Restrictive Covenants would cause irreparable and material Loss to Buyer and its Affiliates (including the Purchased Companies), the amount of which cannot be readily determined and as to which neither Buyer nor any of its Affiliates (including the Purchased Companies) will have any adequate remedy at Law or in equity; (iii) it is the desire and intent of the parties hereto that the Restrictive Covenants be enforced to the fullest extent permissible under the Laws and public policies applied in each jurisdiction in which enforcement is sought and if any Restrictive Covenant shall be adjudicated finally to be invalid or unenforceable, such Restrictive Covenant shall be amended to the maximum less restrictive limitations permitted under applicable Law to the extent necessary in order that such provision be valid and enforceable, the parties hereto hereby expressly acknowledge their desire that in such event such action be taken and the remainder of such Restrictive Covenant shall not thereby be affected and shall be given full effect without regard to invalid portions and such amendment shall apply only with respect to the operation of the Restrictive Covenant in the particular jurisdiction in which such adjudication is made; and (iv) the parties hereto acknowledge and agree that the Restrictive Covenants are necessary for the protection and preservation of the value and the goodwill of Buyer’s and the Purchased Companies’ businesses and are reasonable and valid in geographical and temporal scope and in all other respects.

Non-Competition; Non-Solicitation. (a) In order for Buyer to have and enjoy the full benefit of the businesses of the Purchased Companies, and as a material inducement to Buyer to enter into this Agreement (without such inducement Buyer would not have entered into this Agreement), Griffon shall not, and shall cause its Subsidiaries to not: (i) for For a period of five (5) years, commencing on two years from and after the Closing Date (the “Restricted Period”), undertakeno Seller Party shall, participate and no Seller Party shall permit any of its Affiliates to, directly or indirectly, (i) engage in or carry on or be engaged in, or assist others in engaging in the Business in the Territory; (ii) have any financial or other an interest in any other Person whose primary business is, a Competing Business anywhere that engages directly or indirectly in the United States; Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iiiii) during the Restricted Periodcause, solicit, attempt to solicit induce or knowingly encourage any employee material actual or consultant prospective client, customer, supplier or licensor of any Purchased Company the Business (including any individual who has been an employee existing or consultant former client or customer of any Purchased Company at Seller and any time during Person that becomes a client or customer of the preceding twenty-four (24) month period prior to Business after the time of such solicitationClosing), encouragement or hiring) to resign or leave the employ or service of such Purchased Company or otherwise hire, employ, engage or contract any such employee or consultant to perform services other than for the benefit of such Purchased Company; or (iii) during the Restricted Period, solicit, attempt to solicit or knowingly encourage any customer or supplier of any Purchased Company (including any Person who has been a customer or supplier of any Purchased Company at any time during the twelve (12) month period immediately prior to the time of such solicitation or encouragement) to alter, reduce or terminate its material business relationship with the Business, to terminate or modify any such Purchased Company; providedactual or prospective relationship, for or otherwise intentionally interfere with any such relationship. Notwithstanding the avoidance foregoing, each Seller Party may own, directly or indirectly, solely as an investment, securities of doubtany Person traded on any national securities exchange if Seller is not a controlling Person of, solicitation or a member of a group which controls, such Person and does not, directly or indirectly, own 5% or more of any class of securities of such customers or suppliers in the Ordinary Course of Business unrelated to a Competing Business shall not constitute a violation of this Section 5.11(a)(iii)Person. (b) Notwithstanding Section 5.11(a)During the Restricted Period, none each Seller Party shall not, and shall not permit any of its Affiliates to, directly or indirectly, solicit or entice, or attempt to solicit or entice, any clients or customers of the following activities Business or potential clients or customers of the Business for purposes of diverting their business or services from the Business. (c) For a period of three years commencing on the Closing Date, each Seller Party shall constitute not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any employee who is or was employed by Buyer during such three-year period, or encourage any such employee to leave such employment or hire any such employee who has left such employment, except such restriction shall not apply to any immediate family member of either Member or except pursuant to a violation general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 6.06(c) shall prevent any Seller Party or any of Section 5.11(a): its Affiliates from hiring (i) the advertisement of job openings any employee whose employment has been terminated by use of newspapers, magazines, the internet and other media not directed at employees, consultants Buyer or independent contractors of any Purchased Company; (ii) holding up to five per cent after 90 days from the date of termination of employment, any employee whose employment has been terminated by the employee. (5%d) For a period of one year commencing on the Closing Date, no Seller Party shall, and no Seller Party shall permit any of its Affiliates to, directly or indirectly, own, operate or develop, directly or indirectly, any lodging or hospitality facilities in Orla, Texas or Xxxxxx, Texas, for the benefit of employees of WinCo Trucking, HRS Operating LLC and HRS Management LLC (“Direct Employee Lodging”). From and after the one-year anniversary of the outstanding securities Closing Date and for a period of one year thereafter, to the extent any Seller Party or any Affiliate thereof develops any Direct Employee Lodging, such Direct Employee Lodging in Orla, Texas only shall purchase any and all meals for such facility from Buyer or an Affiliate thereof at reasonable and customary rates prevailing in the industry. Notwithstanding anything to the contrary in this Section 6.06(d), to the extent that the Lodging Agreement for the employees of WinCo Trucking is terminated by Buyer, other than as a result of any class breach by WinCo Trucking, prior to the one-year anniversary of any publicly-traded securities of a company that is engaged in a Competing Business; or (iii) the acquisition of any business or Person (an “Acquired Business”) conducting a Competing Business Closing Date, the restrictive covenants set forth in the United States provided that, as first sentence of this Section 6.06(d) shall not apply to WinCo Trucking from and after the date of such acquisition, the revenue of such Competing Business for the last four fiscal quarters of such Acquired Business for which financial statements have been prepared is not greater than twenty-five per cent (25%) of the total revenue of the Acquired Business for such four fiscal quarter period (and continuing to engage in such acquired Competing Business so long as the foregoing percentage threshold continues to not be exceeded)termination. (ce) Notwithstanding anything to the contrary set forth contained herein, Parent shall be permitted to continue to operate the Excluded Locations during the Restricted Period in a manner consistent with the operation of such facilities as of the Closing Date; provided, that none of the Excluded Locations located in Texas shall offer catering or food and meal services to residents during the Restricted Period. (f) Each Seller Party acknowledges that a breach or threatened breach of this Section 6.06 would give rise to irreparable harm to Buyer, 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 such Seller Party of any of the provisions of Section 5.11(a) (the “Restrictive Covenants”): (i) the Restricted Period shall be tolled during the pendency of any breach of any of the Restrictive Covenants; (ii) such obligations, Buyer and its Affiliates (including the Purchased Companies) shall have the right and remedyshall, without regard in addition to any and all other rights and remedies that may be available remedyto it in respect of such breach, be entitled to (A) have the Restrictive Covenants specifically enforced by 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 post bond). (g) Each Seller Party acknowledges that the restrictions contained in this Section 6.06 are reasonable and (B) have issued an injunction restraining any such breach without posting necessary to protect the legitimate interests of Buyer and constitute a bond; it being understood material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any breach of covenant contained in this Section 6.06 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any of the Restrictive Covenants would cause irreparable jurisdiction, then any court is expressly empowered to reform such covenant, and material Loss to Buyer and its Affiliates (including the Purchased Companies), the amount of which cannot be readily determined and as to which neither Buyer nor any of its Affiliates (including the Purchased Companies) will have any adequate remedy at Law or in equity; (iii) it is the desire and intent of the parties hereto that the Restrictive Covenants be enforced to the fullest extent permissible under the Laws and public policies applied in each jurisdiction in which enforcement is sought and if any Restrictive Covenant such covenant shall be adjudicated finally to be invalid or unenforceabledeemed reformed, in such Restrictive Covenant shall be amended jurisdiction to the maximum less restrictive time, geographic, product or service or other limitations permitted under by applicable Law to the extent necessary Law. The covenants contained in order that this Section 6.06 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision be valid and enforceable, the parties hereto hereby expressly acknowledge their desire that in such event such action be taken and the remainder of such Restrictive Covenant as written shall not thereby be affected invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall be given full effect without regard to invalid portions and not invalidate or render unenforceable such amendment shall apply only with respect to the operation of the Restrictive Covenant covenant or provision in the particular jurisdiction in which such adjudication is made; and (iv) the parties hereto acknowledge and agree that the Restrictive Covenants are necessary for the protection and preservation of the value and the goodwill of Buyer’s and the Purchased Companies’ businesses and are reasonable and valid in geographical and temporal scope and in all any other respectsjurisdiction.

Non-Competition; Non-Solicitation. (a) In order for Buyer to have and enjoy For a period of two (2) years following the full benefit of the businesses of the Purchased CompaniesTerm, and as a material inducement to Buyer to enter into this Agreement (without such inducement Buyer would not have entered into this Agreement), Griffon Executive shall not, and shall cause its Subsidiaries to not: : (i) for a period solicit any employee of five the Company to leave the service of the Company; or (5ii) years, commencing on the Closing Date (the “Restricted Period”), undertake, participate in or carry on or be engaged in, or have own any financial or other interest in any Self-Storage Property (other Person whose primary business isthan: (x) any permissible interest acquired while the Executive was employed by the Company; or (y) any interest that is expressly permitted by the Company) as partner, a Competing Business anywhere shareholder or otherwise; or directly or indirectly, for his own account or for the account of others, either as an officer, director, promoter, employee, consultant, advisor, agent, manager, or in any other capacity, engage in the United States; (ii) during the Restricted Period, solicit, attempt to solicit or knowingly encourage any employee or consultant of any Purchased Company (including any individual who has been an employee or consultant of any Purchased Company at any time during the preceding twentySelf-four (24) month period prior to the time of such solicitation, encouragement or hiring) to resign or leave the employ or service of such Purchased Company or otherwise hire, employ, engage or contract any such employee or consultant to perform services other than for the benefit of such Purchased Company; or (iii) during the Restricted Period, solicit, attempt to solicit or knowingly encourage any customer or supplier of any Purchased Company (including any Person who has been a customer or supplier of any Purchased Company at any time during the twelve (12) month period immediately prior to the time of such solicitation or encouragement) to alter, reduce or terminate its business relationship with such Purchased Company; provided, for the avoidance of doubt, solicitation of such customers or suppliers in the Ordinary Course of Business unrelated to a Competing Business shall not constitute a violation of this Section 5.11(a)(iii)Storage Business. (b) Notwithstanding Section 5.11(a), none of The non solicitation provision shall apply to any Company employee during the following activities shall constitute a violation of Section 5.11(a): (i) the advertisement of job openings by use of newspapers, magazines, the internet and other media not directed at employees, consultants or independent contractors of any Purchased Company; (ii) holding up to five per cent (5%) of the outstanding securities of any class of any publicly-traded securities of a company that is engaged in a Competing Business; or (iii) the acquisition of any business or Person (an “Acquired Business”) conducting a Competing Business in the United States provided that, as of the date period of such acquisition, Employee's employment and for a period of thirty (30) days after such Employee's termination of employment with the revenue of such Competing Business for the last four fiscal quarters of such Acquired Business for which financial statements have been prepared is not greater than twenty-five per cent (25%) of the total revenue of the Acquired Business for such four fiscal quarter period (and continuing to engage in such acquired Competing Business so long as the foregoing percentage threshold continues to not be exceeded)Company. (c) Notwithstanding anything The Executive agrees that damages at law for violation of the restrictive covenant contained herein would not be an adequate or proper remedy to the contrary set forth hereinCompany, in and that should the event of a breach of Executive violate or threaten to violate any of the provisions of Section 5.11(a) (such covenant, the “Restrictive Covenants”):Company, its successors or assigns, shall be entitled to obtain a temporary or permanent injunction, as appropriate, against the Executive in any court having jurisdiction over the person and the subject matter, prohibiting any further violation of any such covenants. The injunctive relief provided herein shall be in addition to any award of damages, compensatory, exemplary or otherwise, payable by reason of such violation. (id) The Executive acknowledges that this Agreement has been negotiated at arm's length by the Restricted Period shall be tolled during the pendency of parties, neither being under any breach of any of the Restrictive Covenants; (ii) Buyer compulsion to enter into this Agreement, and its Affiliates (including the Purchased Companies) shall have the right and remedy, without regard to any other available remedy, to (A) have the Restrictive Covenants specifically enforced by any court of competent jurisdiction and (B) have issued an injunction restraining any such breach without posting of a bond; it being understood that any breach of any of the Restrictive Covenants would cause irreparable and material Loss to Buyer and its Affiliates (including the Purchased Companies), the amount of which cannot be readily determined and as to which neither Buyer nor any of its Affiliates (including the Purchased Companies) will have any adequate remedy at Law or in equity; (iii) it is the desire and intent of the parties hereto that the Restrictive Covenants be enforced foregoing restrictive covenant does not in any respect inhibit his ability to earn a livelihood in his chosen profession without violating the fullest extent permissible under restrictive covenant contained herein. The Company by these presents has attempted to limit the Laws and public policies applied in each jurisdiction in which enforcement is sought and if any Restrictive Covenant shall be adjudicated finally Executive's right to be invalid or unenforceable, such Restrictive Covenant shall be amended to the maximum less restrictive limitations permitted under applicable Law compete only to the extent necessary to protect the Company from unfair competition. The Company recognizes, however, that reasonable people may differ in order that making such provision be valid and enforceablea determination. Consequently, the parties hereto hereby expressly acknowledge their desire Company agrees that if the scope or enforceability of the restricted covenant contained herein is in such event such action be taken any way disputed at any time, a court or other trier of fact may modify and enforce the remainder of such Restrictive Covenant shall not thereby be affected and shall be given full effect without regard to invalid portions and such amendment shall apply only with respect covenant to the operation of extent that it believes to be reasonable under the Restrictive Covenant in circumstances existing at the particular jurisdiction in which such adjudication is made; and (iv) the parties hereto acknowledge and agree that the Restrictive Covenants are necessary for the protection and preservation of the value and the goodwill of Buyer’s and the Purchased Companies’ businesses and are reasonable and valid in geographical and temporal scope and in all other respectstime.

Non-Competition; Non-Solicitation. (a) In order for Buyer to have During the period beginning on the Closing Date and enjoy ending on the full benefit third anniversary of the businesses of the Purchased Companies, and as a material inducement to Buyer to enter into this Agreement (without such inducement Buyer would not have entered into this Agreement), Griffon shall not, and shall cause its Subsidiaries to not: (i) for a period of five (5) years, commencing on the Closing Date (the “Restricted Period”), undertakeneither the Sellers nor any of their respective Affiliates will own, manage, operate, control or participate in the ownership, management, operation or carry on control of any Protected Business Line in the Territory; provided that nothing in this Agreement shall prohibit the Sellers or be engaged in, their respective Affiliates from (i) acquiring or have any financial holding shares of capital stock or a partnership or other equity interest in any other Person whose primary business is, that engages in a Competing Protected Business anywhere Line in the United States; Territory where such shares or interest represent no more than 10% of the outstanding voting power in such Person; (ii) during acquiring (whether by merger, consolidation, stock or asset purchase or other similar transaction) all or substantially all of the Restricted Period, solicit, attempt to solicit or knowingly encourage any employee or consultant business of any Purchased Company (including any individual who has been an employee or consultant of any Purchased Company at any time during Person whose principal business is not a Protected Business Line but that engages in a Protected Business Line within the preceding twenty-four (24) month period prior to Territory; provided, however, if the time portion of such solicitationPerson’s that is then 50 operating in a Protected Business Line within the Territory represents in excess of 10% such Person’s business (on a combined basis, encouragement if applicable), the Sellers or hiring) their respective Affiliates shall use commercially reasonable efforts to resign or leave sell such portion of the employ or service of business within 24 months after such Purchased Company or otherwise hire, employ, engage or contract any such employee or consultant to perform services other than for the benefit of such Purchased Companyacquisition; or (iii) during the Restricted Period, solicit, attempt to solicit owning or knowingly encourage operating any customer Active Business Line; or supplier of any Purchased Company (including any Person who has been iv) marketing or selling its own products or services that are not within a customer or supplier of any Purchased Company at any time during the twelve (12) month period immediately prior to the time of such solicitation or encouragement) to alter, reduce or terminate its business relationship with such Purchased Company; provided, for the avoidance of doubt, solicitation of such customers or suppliers in the Ordinary Course of Protected Business unrelated to a Competing Business shall not constitute a violation of this Section 5.11(a)(iii)Line. (b) Notwithstanding Section 5.11(a)During the Restricted Period, none neither the Sellers nor any of the following activities shall constitute a violation of Section 5.11(a): their respective Affiliates will (i) the advertisement of job openings by use of newspapers, magazines, the internet and other media not directed at employees, consultants solicit or independent contractors attempt to solicit Persons who are customers of any Purchased CompanyAcquired Company Member at the Closing to be customers of any Protected Business Line; or (ii) holding up solicit or induce, or attempt to five per cent (5%) of the outstanding securities solicit or induce, any employee, consultant, adviser or independent contractor of any class of any publicly-traded securities of a company that is engaged in a Competing Business; Acquired Company Member at the Closing to leave the employ of, or (iii) the acquisition of any business or Person (an “Acquired Business”) conducting a Competing Business in the United States provided that, as of the date of such acquisitioncease providing services to, the revenue of such Competing Business for the last four fiscal quarters of such Acquired Business for which financial statements have been prepared is not greater than twenty-five per cent (25%) of the total revenue of the Acquired Business for such four fiscal quarter period (and continuing to engage in such acquired Competing Business so long as the foregoing percentage threshold continues to not be exceeded). (c) Notwithstanding anything to the contrary set forth herein, in the event of a breach of any of the provisions of Section 5.11(a) (the “Restrictive Covenants”): (i) the Restricted Period shall be tolled during the pendency of any breach of any of the Restrictive Covenants; (ii) Buyer and or its Affiliates (including the Purchased Companiesany Buyer Designee) shall have the right and remedy, without regard to (except for any other available remedy, to (A) have the Restrictive Covenants specifically enforced by general solicitation through any court of competent jurisdiction and (B) have issued an injunction restraining any such breach without posting of a bond; it being understood that any breach of any of the Restrictive Covenants would cause irreparable and material Loss to Buyer and its Affiliates (including the Purchased Companiesgeneral advertising medium), the amount of which cannot be readily determined and as to which neither Buyer nor any of its Affiliates (including the Purchased Companies) will have any adequate remedy at Law or in equity; (iii) it is the desire and intent of the parties hereto that the Restrictive Covenants be enforced to the fullest extent permissible under the Laws and public policies applied in each jurisdiction in which enforcement is sought and if any Restrictive Covenant shall be adjudicated finally to be invalid or unenforceable, such Restrictive Covenant shall be amended to the maximum less restrictive limitations permitted under applicable Law to the extent necessary in order that such provision be valid and enforceable, the parties hereto hereby expressly acknowledge their desire that in such event such action be taken and the remainder of such Restrictive Covenant shall not thereby be affected and shall be given full effect without regard to invalid portions and such amendment shall apply only with respect to the operation of the Restrictive Covenant in the particular jurisdiction in which such adjudication is made; and (iv) the parties hereto acknowledge and agree that the Restrictive Covenants are necessary for the protection and preservation of the value and the goodwill of Buyer’s and the Purchased Companies’ businesses and are reasonable and valid in geographical and temporal scope and in all other respects.

Non-Competition; Non-Solicitation. (a) In Subject to Section 5.7(b), in order for Buyer to have protect and enjoy preserve the full benefit going concern value and goodwill of the businesses of the Purchased Companieseach Acquired Business, and as a material inducement to Buyer to enter into this Agreement (without such inducement Buyer would not have entered into this Agreement), Griffon Dover shall not, and shall cause each of its Subsidiaries to not:Affiliates not to, directly or indirectly (whether by itself, through an Affiliate or in partnership or conjunction with, or as a member, owner, investor, partner, joint venturer, consultant or agent of, any other Person): (i) for a period of five (5) years, commencing on years following the Closing Date (the “Restricted Period”)Date, undertake, participate in or carry on or be engaged in, or have any financial or other interest in any other manner advise or assist any other Person whose primary business isin connection with the operation of or engagement in, a any Competing Business Activities anywhere in the United Statesworld; (ii) during for a period of five (5) years following the Restricted PeriodClosing Date, solicit, entice, encourage or influence, or attempt to solicit solicit, entice, encourage or knowingly encourage influence, any employee or consultant customer of any Purchased Company (including of the Acquired Businesses as of the Closing Date and any individual Person who has been an employee or consultant a customer of any Purchased Company of the Acquired Businesses at any time during the preceding twenty-four (24) month period prior to the time Closing Date to reduce, terminate or alter in a manner adverse to Buyer, any Acquired Company or any Acquired Business its business relationship with Buyer, any Acquired Company or any Acquired Business; and (iii) for a period of such solicitationeighteen (18) months following the Closing Date, encouragement solicit, entice, encourage or hiring) influence, or attempt to solicit, entice, encourage or influence, any Restricted Person to resign or otherwise leave the employ of Buyer or service of such Purchased any Acquired Company or otherwise hire, employ, engage or contract with any such employee or consultant Restricted Person to perform services other than for the benefit of such Purchased Company; or (iii) during the Restricted Period, solicit, attempt to solicit Buyer or knowingly encourage any customer or supplier of any Purchased Company (including any Person who has been a customer or supplier of any Purchased Company at any time during the twelve (12) month period immediately prior to the time of such solicitation or encouragement) to alter, reduce or terminate its business relationship with such Purchased Acquired Company; provided, for however, that with respect to each of the avoidance of doubt, solicitation of such customers or suppliers periods set forth in the Ordinary Course of Business unrelated to a Competing Business shall not constitute a violation clauses (i) – (iii) of this Section 5.11(a)(iii5.7(a), if Dover or any of its Affiliates is in breach of such clause, the running of the applicable period specified in such clause shall be suspended during the pendency thereof. (b) Notwithstanding Section 5.11(a5.7(a), none of the following activities Dover and its Affiliates shall constitute a violation of Section 5.11(a): not be prohibited from or restricted in any way with respect to: (i) the advertisement of advertising job openings by use of newspapers, magazines, the internet Internet and other media not directed at employeesindividual Restricted Persons or hiring Restricted Persons as a result thereof, consultants or independent contractors of any Purchased Company; (ii) hiring or soliciting any Restricted Person who has terminated employment with Buyer, any Acquired Company or any Affiliate thereof, so long as there was no solicitation by Dover or its Affiliates prior thereto; provided, that no such hiring or solicitation shall occur within the three-month period following such termination, (iii) holding up to not more than five per cent percent (5%) of the outstanding voting securities of any class of company (whether public or private) that is primarily engaged in Competing Business Activities, or (iv) acquiring, and following such acquisition, actively engaging in any publicly-traded securities of business that has a company subsidiary, division, group, franchise or segment that is engaged in a Competing Business; or (iii) the acquisition of any business or Person (an “Acquired Business”) conducting a Competing Business in Activity, so long as for the United States provided that, as of most recent fiscal year ending prior to the date of such acquisition, the revenue of such revenues derived from the Competing Business for the last four fiscal quarters of such Acquired Business for which financial statements have been prepared is not greater Activities were equal to or less than twenty-five per cent fifteen percent (2515%) of the total revenue consolidated revenues of such business; provided, however, that if such revenues derived from the Competing Business Activities were more than fifteen percent (15%) of the Acquired Business for total consolidated revenues of such four fiscal quarter period business, Dover or the applicable acquiring Affiliate (and continuing to engage in such acquired the “Competing Business so long Seller”) shall sell or otherwise divest such Competing Business Activities within two (2) years following such acquisition; provided, further, however, that prior to consummating a sale or other divestiture of a Competing Business Activity pursuant to this Section 5.7(b), Buyer shall be given the right to exercise a right of first offer with respect thereto, in accordance with the following procedures: (i) Prior to the consummation of a sale or other divestiture of a Competing Business Activity, the Competing Business Seller shall deliver a notice (the “Sale Notice”) to Buyer. The Sale Notice shall contain a detailed description of the Competing Business Activity to be sold or otherwise divested. Upon receipt of the Sale Notice, Buyer shall have the exclusive right, for a period of 90 days from receipt of the applicable Sale Notice, to make an offer to purchase the Competing Business Activity specified in the Sale Notice, by delivering written notice of such election to the Competing Business Seller at any time within ninety (90) days following the delivery of the Sale Notice. During such ninety (90)-day period, Dover shall (A) cooperate with Buyer, and make such personnel and information available to Buyer as Buyer shall reasonably request, to allow Buyer to undertake its due diligence investigation of the foregoing percentage threshold continues Competing Business Activity to be sold or otherwise divested and (B) negotiate with Buyer in good faith the terms of any such offer. (ii) If Buyer does not deliver a written notice within such ninety (90)-day period, Buyer’s right of first offer shall terminate with respect to such Competing Business Activity to be exceeded)sold or otherwise divested and the Competing Business Seller may sell the applicable Competing Business Activity to any other party. (c) Notwithstanding anything to Each Party agrees that the contrary duration and geographic scope of the non-competition and non-solicitation provisions set forth herein, in this Section 5.7 are reasonable. In the event of a breach of any of the provisions of Section 5.11(a) (the “Restrictive Covenants”): (i) the Restricted Period shall be tolled during the pendency of any breach of any of the Restrictive Covenants; (ii) Buyer and its Affiliates (including the Purchased Companies) shall have the right and remedy, without regard to any other available remedy, to (A) have the Restrictive Covenants specifically enforced by that any court of competent jurisdiction determines that the duration or the geographic scope, or both, are unreasonable and (B) have issued that such provision is to that extent unenforceable, each of the Parties agrees that the provision shall remain in full force and effect for the greatest time period and in the greatest area that would not render it unenforceable. Each Party intends that these non-competition and non-solicitation provisions shall be deemed to be a series of separate covenants, one for each and every county of each and every state of the United States of America and each comparable jurisdiction or subdivision thereof anywhere else in the world. Each Party agrees that damages are an injunction restraining any such breach without posting of a bond; it being understood that inadequate remedy for any breach of this provision and that Buyer shall, whether or not it is pursuing any potential remedies at law, be entitled to seek equitable relief in the form of preliminary and permanent injunctions without bond or other security upon any actual or threatened breach of this non-competition provision. (d) Dover acknowledges that the Restrictive Covenants would ownership by its Affiliates of Acquired Shares and Acquired Assets represents a substantial interest in the Acquired Businesses and Dover intends to cause irreparable and material Loss its Affiliates to transfer to Buyer and its Affiliates (including the Purchased Companies), the amount of which cannot be readily determined and as to which neither Buyer nor any of its Affiliates (including the Purchased Companies) will have any adequate remedy at Law or in equity; (iii) it is the desire and intent of the parties hereto that the Restrictive Covenants be enforced to the fullest extent permissible under the Laws and public policies applied in each jurisdiction in which enforcement is sought and if any Restrictive Covenant shall be adjudicated finally to be invalid or unenforceable, such Restrictive Covenant shall be amended to the maximum less restrictive limitations permitted under applicable Law to the extent necessary in order that such provision be valid and enforceable, the parties hereto hereby expressly acknowledge their desire that in such event such action be taken and the remainder of such Restrictive Covenant shall not thereby be affected and shall be given full effect without regard to invalid portions and such amendment shall apply only with respect to the operation of the Restrictive Covenant goodwill reflected in the particular jurisdiction in which Acquired Shares owned by such adjudication is made; and (iv) the parties hereto acknowledge and agree Affiliate. Dover further acknowledges that the Restrictive Covenants are necessary Buyer would not enter into this Agreement but for the protection and preservation of the value and the goodwill of Buyer’s and the Purchased Companies’ businesses and are reasonable and valid restrictions in geographical and temporal scope and in all other respectsthis Section 5.7.

Non-Competition; Non-Solicitation. (a) In order for Buyer to have and enjoy the full benefit of the businesses of the Purchased Companies, and as a material inducement to Buyer to enter into this Agreement (without such inducement Buyer would not have entered into this Agreement), Griffon shall not, and shall cause its Subsidiaries to not: (i) for For a period of five three (53) years, years commencing on the Closing Date (the “Restricted Period”), undertakeSeller shall not, participate and shall not permit any of its Affiliates to, directly or indirectly, (i) engage in or carry on or be engaged in, or assist others in engaging in the Restricted Business in the Territory; (ii) have any financial or other an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) cause, induce or encourage any material actual or prospective client, customer, supplier or licensor of the Business (including any existing or former client or customer of Seller and any Person that becomes a client or customer of the Business after the Closing), or any other Person whose primary who has a material business isrelationship with the Business, to terminate or modify any such actual or prospective relationship. Notwithstanding the foregoing, Seller may own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange if Seller is not a Competing Business anywhere controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own more than five percent (5%) of any class of securities of such Person. (b) During the Restricted Period, Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any person who is offered employment by Buyer pursuant to Section 6.05(a) or is or was employed in the United States; (ii) Business during the Restricted Period, solicit, attempt to solicit or knowingly encourage any employee or consultant of any Purchased Company (including any individual who has been an employee or consultant of any Purchased Company at any time during the preceding twenty-four (24) month period prior to the time of such solicitation, encouragement or hiring) to resign or leave the employ or service of such Purchased Company or otherwise hire, employ, engage or contract any such employee to leave such employment or consultant to perform services other than for the benefit of hire any such Purchased Company; or (iii) during the Restricted Period, solicit, attempt to solicit or knowingly encourage any customer or supplier of any Purchased Company (including any Person employee who has been left such employment, except pursuant to a customer or supplier of general solicitation which is not directed specifically to any Purchased Company at any time during the twelve (12) month period immediately prior to the time of such solicitation or encouragement) to alter, reduce or terminate its business relationship with such Purchased Companyemployees; provided, for the avoidance of doubt, solicitation of such customers or suppliers that nothing in the Ordinary Course of Business unrelated to a Competing Business shall not constitute a violation of this Section 5.11(a)(iii). (b6.07(b) Notwithstanding Section 5.11(a), none shall prevent Seller or any of the following activities shall constitute a violation of Section 5.11(a): its Affiliates from hiring (i) the advertisement of job openings any employee whose employment has been terminated by use of newspapers, magazines, the internet and other media not directed at employees, consultants Buyer or independent contractors of any Purchased Company; (ii) holding up to five per cent after one hundred eighty (5%180) of the outstanding securities of any class of any publicly-traded securities of a company that is engaged in a Competing Business; or (iii) the acquisition of any business or Person (an “Acquired Business”) conducting a Competing Business in the United States provided that, as of days from the date of such acquisitiontermination of employment, any employee whose employment has been terminated by the revenue of such Competing Business for the last four fiscal quarters of such Acquired Business for which financial statements have been prepared is not greater than twenty-five per cent (25%) of the total revenue of the Acquired Business for such four fiscal quarter period (and continuing to engage in such acquired Competing Business so long as the foregoing percentage threshold continues to not be exceeded)employee. (c) Notwithstanding anything Seller acknowledges that a breach or threatened breach of this Section 6.07 would give rise to the contrary set forth hereinirreparable harm to Buyer, 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 Seller of any of the provisions of Section 5.11(a) (the “Restrictive Covenants”): (i) the Restricted Period shall be tolled during the pendency of any breach of any of the Restrictive Covenants; (ii) such obligations, Buyer and its Affiliates (including the Purchased Companies) shall have the right and remedyshall, without regard in addition to any and all other rights and remedies that may be available remedyto it in respect of such breach, be entitled to (A) have the Restrictive Covenants specifically enforced by 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 post bond). (d) Seller acknowledges that the restrictions contained in this Section 6.07 are reasonable and (B) have issued an injunction restraining any such breach without posting necessary to protect the legitimate interests of Buyer and constitute a bond; it being understood material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any breach of covenant contained in this Section 6.07 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any of the Restrictive Covenants would cause irreparable jurisdiction, then any court is expressly empowered to reform such covenant, and material Loss to Buyer and its Affiliates (including the Purchased Companies), the amount of which cannot be readily determined and as to which neither Buyer nor any of its Affiliates (including the Purchased Companies) will have any adequate remedy at Law or in equity; (iii) it is the desire and intent of the parties hereto that the Restrictive Covenants be enforced to the fullest extent permissible under the Laws and public policies applied in each jurisdiction in which enforcement is sought and if any Restrictive Covenant such covenant shall be adjudicated finally to be invalid or unenforceabledeemed reformed, in such Restrictive Covenant shall be amended jurisdiction to the maximum less restrictive time, geographic, product or service or other limitations permitted under by applicable Law to the extent necessary Law. The covenants contained in order that this Section 6.07 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision be valid and enforceable, the parties hereto hereby expressly acknowledge their desire that in such event such action be taken and the remainder of such Restrictive Covenant as written shall not thereby be affected invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall be given full effect without regard to invalid portions and not invalidate or render unenforceable such amendment shall apply only with respect to the operation of the Restrictive Covenant covenant or provision in the particular jurisdiction in which such adjudication is made; and (iv) the parties hereto acknowledge and agree that the Restrictive Covenants are necessary for the protection and preservation of the value and the goodwill of Buyer’s and the Purchased Companies’ businesses and are reasonable and valid in geographical and temporal scope and in all any other respectsjurisdiction.

Non-Competition; Non-Solicitation. (a) In order for Buyer to have and enjoy the full benefit of the businesses of the Purchased Companies, and as a material inducement to Buyer to enter into this Agreement (without such inducement Buyer would not have entered into this Agreement), Griffon shall not, and shall cause its Subsidiaries to not: (i) for For a period of five (5) years, years commencing on the Closing Date (the “Restricted Period”), undertakethe Vendor Parties shall not, participate and shall not permit any of their Affiliates to, directly or indirectly: (i) engage in or carry on or be engaged in, or assist others in engaging in the Business in the Territory; (ii) have any financial or other an interest in any Person that engages directly or indirectly in the Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) cause, induce or encourage any material actual or prospective client, customer, supplier or licensor of the Business (including any existing or former client or customer of the Vendor and any Person that becomes a client or customer of the Business after the Closing), or any other Person whose primary who has a material business isrelationship with the Business, to terminate or modify any such actual or prospective relationship. Notwithstanding the foregoing: (a) a Competing Business anywhere Vendor Party may own, directly or indirectly, solely as an investment, securities of any Person traded on any stock exchange if such Vendor Party is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 5% or more of any class of securities of such Person; and (b) the Principal may continue to hold a direct or indirect ownership interest in Alphacladding, LLC (“Alphacladding”), but only to the extent that the business of Alphacladding consists of the provision of design and engineering services to its customers pursuant to a contract with such customer for a construction project, and such business does not include the provision of manufacturing, fabrication, assembly and/or installation services to customers in respect of construction projects. (b) During the Restricted Period, the Vendor Parties shall not, and shall not permit any of their Affiliates to, directly or indirectly, hire or solicit any person who is offered employment by the Purchaser under Section 6.01(a) or is or was employed in the United States; (ii) Business during the Restricted Period, solicit, attempt to solicit or knowingly encourage any employee or consultant of any Purchased Company (including any individual who has been an employee or consultant of any Purchased Company at any time during the preceding twenty-four (24) month period prior to the time of such solicitation, encouragement or hiring) to resign or leave the employ or service of such Purchased Company or otherwise hire, employ, engage or contract any such employee to leave such employment or consultant to perform services other than for the benefit of hire any such Purchased Company; or (iii) during the Restricted Period, solicit, attempt to solicit or knowingly encourage any customer or supplier of any Purchased Company (including any Person employee who has been a customer or supplier of any Purchased Company at any time during the twelve (12) month period immediately prior to the time of left such solicitation or encouragement) to alteremployment, reduce or terminate its business relationship with such Purchased Company; provided, for the avoidance of doubt, solicitation of such customers or suppliers in the Ordinary Course of Business unrelated except pursuant to a Competing Business shall not constitute a violation of this Section 5.11(a)(iii). (b) Notwithstanding Section 5.11(a), none of the following activities shall constitute a violation of Section 5.11(a): (i) the advertisement of job openings by use of newspapers, magazines, the internet and other media general solicitation that is not directed at specifically to any such employees, consultants or independent contractors of any Purchased Company; (ii) holding up to five per cent (5%) of the outstanding securities of any class of any publicly-traded securities of a company that is engaged in a Competing Business; or (iii) the acquisition of any business or Person (an “Acquired Business”) conducting a Competing Business in the United States provided that, as of the date of such acquisition, the revenue of such Competing Business for the last four fiscal quarters of such Acquired Business for which financial statements have been prepared is not greater than twenty-five per cent (25%) of the total revenue of the Acquired Business for such four fiscal quarter period (and continuing to engage in such acquired Competing Business so long as the foregoing percentage threshold continues to not be exceeded). (c) Notwithstanding anything During the Restricted Period, the Vendor Parties shall not, and shall not permit any of its Affiliates to, directly or indirectly, solicit or entice, or attempt to solicit or entice, any clients or customers of the Business or potential clients or customers of the Business for purposes of diverting their business or services from the Purchaser. (d) The Vendor Parties acknowledge that a breach or threatened breach of this Section 6.04 would give rise to irreparable harm to the contrary set forth hereinPurchaser, 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 a Vendor Party of any of such obligations, the provisions of Section 5.11(a) (the “Restrictive Covenants”): (i) the Restricted Period shall be tolled during the pendency of any breach of any of the Restrictive Covenants; (ii) Buyer and its Affiliates (including the Purchased Companies) shall have the right and remedyPurchaser shall, without regard in addition to any and all other rights and remedies that may be available remedyto it in respect of such breach, be entitled to (A) have the Restrictive Covenants specifically enforced by equitable relief, including a temporary restraining order, an interim or permanent injunction, specific performance and any other relief that may be available from a court of competent equitable jurisdiction and (B) have issued an injunction restraining without any such breach without posting of a bond; it being understood that any breach of any of the Restrictive Covenants would cause irreparable and material Loss requirement to Buyer and its Affiliates (including the Purchased Companiespost bond or other security), the amount of which cannot be readily determined and as to which neither Buyer nor any of its Affiliates (including the Purchased Companies) will have any adequate remedy at Law or in equity;. (iiie) it is the desire and intent of the parties hereto The Vendor Parties acknowledge that the Restrictive Covenants be enforced to the fullest extent permissible under the Laws and public policies applied restrictions contained in each jurisdiction in which enforcement is sought and if any Restrictive Covenant shall be adjudicated finally to be invalid or unenforceable, such Restrictive Covenant shall be amended to the maximum less restrictive limitations permitted under applicable Law to the extent necessary in order that such provision be valid and enforceable, the parties hereto hereby expressly acknowledge their desire that in such event such action be taken and the remainder of such Restrictive Covenant shall not thereby be affected and shall be given full effect without regard to invalid portions and such amendment shall apply only with respect to the operation of the Restrictive Covenant in the particular jurisdiction in which such adjudication is made; and (iv) the parties hereto acknowledge and agree that the Restrictive Covenants are necessary for the protection and preservation of the value and the goodwill of Buyer’s and the Purchased Companies’ businesses and this Section 6.04 are reasonable and valid necessary to protect the legitimate interests of the Purchaser and constitute a material inducement to the Purchaser to enter into this Agreement and consummate the transactions contemplated by this Agreement. The covenants contained in geographical this Section 6.04 and temporal scope 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 all any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other respectsjurisdiction.

Non-Competition; Non-Solicitation. (a) In order for Buyer to have and enjoy the full benefit of the businesses of the Purchased Companies, and as a material inducement to Buyer to enter into this Agreement (without such inducement Buyer would not have entered into this Agreement), Griffon shall not, and shall cause its Subsidiaries to not: (i) for For a period of five (5) years, commencing on the Closing Date (the “Restricted Period”), undertakeSeller shall not, participate and shall not permit any of its Affiliates to, directly or indirectly, (i) engage in or carry on or be engaged in, or assist others in engaging in the Restricted Business in the Territory; (ii) have any financial or other an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) cause, induce or encourage any material actual or prospective client, customer, supplier or licensor of the Business (including any existing or former client or customer of Seller and any Person that becomes a client or customer of the Business after the Closing), or any other Person whose primary who has a material business isrelationship with the Business, to terminate or modify any such actual or prospective relationship. Notwithstanding the foregoing, Seller may own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange if Seller is not a Competing Business anywhere controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own five percent (5%) or more of any class of securities of such Person. The foregoing notwithstanding, Seller may lease the Property to a third-party who is in the United States;Restricted Business after the termination of the Lease. (iib) During the Restricted Period, Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any person who is offered employment by Buyer pursuant to Section 6.5(a) or is or was employed in the Business during the Restricted Period, solicit, attempt to solicit or knowingly encourage any employee or consultant of any Purchased Company (including any individual who has been an employee or consultant of any Purchased Company at any time during the preceding twenty-four (24) month period prior to the time of such solicitation, encouragement or hiring) to resign or leave the employ or service of such Purchased Company or otherwise hire, employ, engage or contract any such employee to leave such employment or consultant to perform services other than for the benefit of hire any such Purchased Company; or (iii) during the Restricted Period, solicit, attempt to solicit or knowingly encourage any customer or supplier of any Purchased Company (including any Person employee who has been left such employment, except pursuant to a customer or supplier of general solicitation which is not directed specifically to any Purchased Company at any time during the twelve (12) month period immediately prior to the time of such solicitation or encouragement) to alter, reduce or terminate its business relationship with such Purchased Companyemployees; provided, for the avoidance of doubt, solicitation of such customers or suppliers that nothing in the Ordinary Course of Business unrelated to a Competing Business shall not constitute a violation of this Section 5.11(a)(iii). (b6.7(b) Notwithstanding Section 5.11(a), none shall prevent Seller or any of the following activities shall constitute a violation of Section 5.11(a): its Affiliates from hiring (i) the advertisement of job openings any employee whose employment has been terminated by use of newspapers, magazines, the internet and other media not directed at employees, consultants Buyer or independent contractors of any Purchased Company; (ii) holding up to five per cent after one hundred eighty (5%180) of the outstanding securities of any class of any publicly-traded securities of a company that is engaged in a Competing Business; or (iii) the acquisition of any business or Person (an “Acquired Business”) conducting a Competing Business in the United States provided that, as of days from the date of such acquisitiontermination of employment, any employee whose employment has been terminated by the revenue of such Competing Business for the last four fiscal quarters of such Acquired Business for which financial statements have been prepared is not greater than twenty-five per cent (25%) of the total revenue of the Acquired Business for such four fiscal quarter period (and continuing to engage in such acquired Competing Business so long as the foregoing percentage threshold continues to not be exceeded)employee. (c) Notwithstanding anything Seller acknowledges that a breach or threatened breach of this Section 6.7 would give rise to the contrary set forth hereinirreparable harm to Buyer, 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 Seller of any of the provisions of Section 5.11(a) (the “Restrictive Covenants”): (i) the Restricted Period shall be tolled during the pendency of any breach of any of the Restrictive Covenants; (ii) such obligations, Buyer and its Affiliates (including the Purchased Companies) shall have the right and remedyshall, without regard in addition to any and all other rights and remedies that may be available remedyto it in respect of such breach, be entitled to (A) have the Restrictive Covenants specifically enforced by 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 post bond). (d) Seller acknowledges that the restrictions contained in this Section 6.7 are reasonable and (B) have issued an injunction restraining any such breach without posting necessary to protect the legitimate interests of Buyer and constitute a bond; it being understood material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any breach of covenant contained in this Section 6.7 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any of the Restrictive Covenants would cause irreparable jurisdiction, then any court is expressly empowered to reform such covenant, and material Loss to Buyer and its Affiliates (including the Purchased Companies), the amount of which cannot be readily determined and as to which neither Buyer nor any of its Affiliates (including the Purchased Companies) will have any adequate remedy at Law or in equity; (iii) it is the desire and intent of the parties hereto that the Restrictive Covenants be enforced to the fullest extent permissible under the Laws and public policies applied in each jurisdiction in which enforcement is sought and if any Restrictive Covenant such covenant shall be adjudicated finally to be invalid or unenforceabledeemed reformed, in such Restrictive Covenant shall be amended jurisdiction to the maximum less restrictive time, geographic, product or service or other limitations permitted under by applicable Law to the extent necessary Law. The covenants contained in order that this Section 6.7 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision be valid and enforceable, the parties hereto hereby expressly acknowledge their desire that in such event such action be taken and the remainder of such Restrictive Covenant as written shall not thereby be affected invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall be given full effect without regard to invalid portions and not invalidate or render unenforceable such amendment shall apply only with respect to the operation of the Restrictive Covenant covenant or provision in the particular jurisdiction in which such adjudication is made; and (iv) the parties hereto acknowledge and agree that the Restrictive Covenants are necessary for the protection and preservation of the value and the goodwill of Buyer’s and the Purchased Companies’ businesses and are reasonable and valid in geographical and temporal scope and in all any other respectsjurisdiction.

Non-Competition; Non-Solicitation. (a) In order for Buyer to have and enjoy the full benefit of the businesses of the Purchased Companies, and as a material inducement to Buyer to enter into this Agreement (without such inducement Buyer would not have entered into this Agreement), Griffon shall not, and shall cause its Subsidiaries to not: (i) for For a period of five three (53) years, years commencing on the Closing Date (the “Restricted Period”), undertakeneither Seller nor any Stockholder shall, and shall not permit any of their respective Affiliates to, directly or indirectly: (i) Engage, participate or invest, in any capacity (whether as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or carry on or be engaged inotherwise, for its own account, or have any financial solely or other interest jointly with others), anywhere where Buyer or its Affiliates conduct business as of the Closing Date, in any other Person whose primary business is, that competes with the Business or the business of the Buyer and its Affiliates as of the Closing Date (the “Restricted Business”); provided that nothing herein shall prohibit the purchase or ownership of up to 1% of the outstanding stock of a Competing Business anywhere in publicly-traded company that competes with the United StatesRestricted Business; (ii) hire, solicit, employ or otherwise participate in or facilitate the hire, or receive or accept the performance of services by, any Person employed during the Restricted Period, solicit, attempt to solicit Period by Buyer or knowingly encourage any employee or consultant of any Purchased Company (including any individual who has been an employee or consultant of any Purchased Company at any time during the preceding twenty-four (24) month period prior to the time of such solicitation, encouragement or hiring) to resign or leave the employ or service of such Purchased Company or otherwise hire, employ, engage or contract any such employee or consultant to perform services other than for the benefit of such Purchased Company; orits Affiliates; (iii) during the Restricted Periodcall upon, solicit, induce or attempt to solicit induce, divert, take away, accept or knowingly encourage conduct any customer business from or supplier of with any Purchased Company (including any Person who has been Persons having a customer business relationship or supplier of any Purchased Company at any time during the twelve (12) month period immediately prior to the time of such solicitation or encouragement) to alter, reduce or terminate its prospective business relationship with such Purchased Company; provided, for the avoidance of doubt, solicitation of such customers Buyer or suppliers in the Ordinary Course of Business unrelated to a Competing Business shall not constitute a violation of this Section 5.11(a)(iii).its Affiliates; (b) Notwithstanding Seller and each Stockholder acknowledge that a breach or threatened breach of this Section 5.11(a)6.05 would give rise to irreparable harm to Buyer, none of the following activities shall constitute a violation of Section 5.11(a): (i) the advertisement of job openings by use of newspapers, magazines, the internet and other media not directed at employees, consultants or independent contractors of any Purchased Company; (ii) holding up to five per cent (5%) of the outstanding securities of any class of any publicly-traded securities of a company that is engaged in a Competing Business; or (iii) the acquisition of any business or Person (an “Acquired Business”) conducting a Competing Business in the United States provided that, as of the date of such acquisition, the revenue of such Competing Business for the last four fiscal quarters of such Acquired Business for which financial statements have been prepared is not greater than twenty-five per cent (25%) of the total revenue of the Acquired Business for such four fiscal quarter period (and continuing to engage in such acquired Competing Business so long as the foregoing percentage threshold continues to monetary damages would not be exceeded). (c) Notwithstanding anything to the contrary set forth hereinan adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by Seller of any of the provisions of Section 5.11(a) (the “Restrictive Covenants”): (i) the Restricted Period shall be tolled during the pendency of any breach of any of the Restrictive Covenants; (ii) such obligations, Buyer and its Affiliates (including the Purchased Companies) shall have the right and remedyshall, without regard in addition to any and all other rights and remedies that may be available remedyto it in respect of such breach, be entitled to (A) have the Restrictive Covenants specifically enforced by 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 jurisdiction. (c) Seller and (B) have issued an injunction restraining any such breach without posting each Stockholder acknowledge that the restrictions contained in this Section 6.05 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a bond; it being understood material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any breach of covenant contained in this Section 6.05 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any of the Restrictive Covenants would cause irreparable jurisdiction, then any court is expressly empowered to reform such covenant, and material Loss to Buyer and its Affiliates (including the Purchased Companies), the amount of which cannot be readily determined and as to which neither Buyer nor any of its Affiliates (including the Purchased Companies) will have any adequate remedy at Law or in equity; (iii) it is the desire and intent of the parties hereto that the Restrictive Covenants be enforced to the fullest extent permissible under the Laws and public policies applied in each jurisdiction in which enforcement is sought and if any Restrictive Covenant such covenant shall be adjudicated finally to be invalid or unenforceabledeemed reformed, in such Restrictive Covenant shall be amended jurisdiction to the maximum less restrictive time, geographic, product or service or other limitations permitted under by applicable Law to the extent necessary Law. The covenants contained in order that this Section 6.05 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision be valid and enforceable, the parties hereto hereby expressly acknowledge their desire that in such event such action be taken and the remainder of such Restrictive Covenant as written shall not thereby be affected invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall be given full effect without regard to invalid portions and not invalidate or render unenforceable such amendment shall apply only with respect to the operation of the Restrictive Covenant covenant or provision in the particular jurisdiction in which such adjudication is made; and (iv) the parties hereto acknowledge and agree that the Restrictive Covenants are necessary for the protection and preservation of the value and the goodwill of Buyer’s and the Purchased Companies’ businesses and are reasonable and valid in geographical and temporal scope and in all any other respectsjurisdiction.

Non-Competition; Non-Solicitation. (a) In order for Buyer to have and enjoy the full benefit of the businesses of the Purchased Companies, and as a material inducement to Buyer to enter into this Agreement (without such inducement Buyer would not have entered into this Agreement), Griffon shall not, and shall cause its Subsidiaries to not: (i) for For a period of five four (54) years, years commencing on the Closing Date (the “Restricted Period”), undertakeSeller shall not, participate and shall not permit any Person that is an Affiliate of Seller as of the date hereof to, directly or indirectly, (i) engage in or carry on or be engaged in, or assist others in engaging in the Business in the Territory; (ii) have any financial or other an interest in any Person that engages directly or indirectly in the Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) cause, induce or encourage any actual or prospective client, customer, supplier or licensor of the Business (including any existing or former client or customer of Seller and any Person that becomes a client or customer of the Business after the Closing), or any other Person whose primary who has a business isrelationship with the Business, a Competing Business anywhere to terminate or modify adversely any such actual or prospective relationship; provided, however, nothing in the United States; foregoing clauses (i), (ii) or (iii) shall limit Seller or any Affiliate of Seller from selling or providing Seller’s eRefund Service (as modified from time to time) to any Person within or outside of the Territory. Notwithstanding the foregoing, Seller may own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange if Seller is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 5% or more of any class of securities of such Person. (b) During the Restricted Period, Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any Person who is offered employment by Buyer pursuant to Section 6.05(a) or is or was employed by Buyer or its Affiliates during the Restricted Period, solicit, attempt to solicit or knowingly encourage any employee or consultant of any Purchased Company (including any individual who has been an employee or consultant of any Purchased Company at any time during the preceding twenty-four (24) month period prior to the time of such solicitation, encouragement or hiring) to resign or leave the employ or service of such Purchased Company or otherwise hire, employ, engage or contract any such employee to leave such employment or consultant to perform services other than for the benefit of hire any such Purchased Company; or (iii) during the Restricted Period, solicit, attempt to solicit or knowingly encourage any customer or supplier of any Purchased Company (including any Person employee who has been left such employment, except pursuant to a customer or supplier of general solicitation which is not directed specifically to any Purchased Company at any time during the twelve (12) month period immediately prior to the time of such solicitation or encouragement) to alter, reduce or terminate its business relationship with such Purchased Companyemployees; provided, for the avoidance of doubt, solicitation of such customers or suppliers that nothing in the Ordinary Course of Business unrelated to a Competing Business shall not constitute a violation of this Section 5.11(a)(iii). (b6.02(b) Notwithstanding Section 5.11(a), none shall prevent Seller or any of the following activities shall constitute a violation of Section 5.11(a): its Affiliates from hiring (i) the advertisement of job openings any employee whose employment has been terminated by use of newspapers, magazines, the internet and other media not directed at employees, consultants Buyer or independent contractors of any Purchased Company; (ii) holding up to five per cent (5%) of the outstanding securities of any class of any publicly-traded securities of a company that is engaged in a Competing Business; or (iii) the acquisition of any business or Person (an “Acquired Business”) conducting a Competing Business in the United States provided that, as of after 180 days from the date of such acquisitiontermination of employment, any employee whose employment has been terminated by the revenue of such Competing Business for the last four fiscal quarters of such Acquired Business for which financial statements have been prepared is not greater than twenty-five per cent (25%) of the total revenue of the Acquired Business for such four fiscal quarter period (and continuing to engage in such acquired Competing Business so long as the foregoing percentage threshold continues to not be exceeded)employee. (c) Notwithstanding anything Seller acknowledges that a breach or threatened breach of this Section 6.02 would give rise to the contrary set forth hereinirreparable harm to Buyer, 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 Seller of any of the provisions of Section 5.11(a) (the “Restrictive Covenants”): (i) the Restricted Period shall be tolled during the pendency of any breach of any of the Restrictive Covenants; (ii) such obligations, Buyer and its Affiliates (including the Purchased Companies) shall have the right and remedyshall, without regard in addition to any and all other rights and remedies that may be available remedyto it in respect of such breach, be entitled to (A) have the Restrictive Covenants specifically enforced by 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 post bond). (d) Seller acknowledges that the restrictions contained in this Section 6.02 are reasonable and (B) have issued an injunction restraining any such breach without posting necessary to protect the legitimate interests of Buyer and constitute a bond; it being understood material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any breach of covenant contained in this Section 6.02 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any of the Restrictive Covenants would cause irreparable jurisdiction, then any court is expressly empowered to reform such covenant, and material Loss to Buyer and its Affiliates (including the Purchased Companies), the amount of which cannot be readily determined and as to which neither Buyer nor any of its Affiliates (including the Purchased Companies) will have any adequate remedy at Law or in equity; (iii) it is the desire and intent of the parties hereto that the Restrictive Covenants be enforced to the fullest extent permissible under the Laws and public policies applied in each jurisdiction in which enforcement is sought and if any Restrictive Covenant such covenant shall be adjudicated finally to be invalid or unenforceabledeemed reformed, in such Restrictive Covenant shall be amended jurisdiction to the maximum less restrictive time, geographic, product or service or other limitations permitted under by applicable Law to Law. The covenants contained in this Section 6.02 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 extent necessary remaining covenants or provisions hereof, and any such invalidity or unenforceability in order that any jurisdiction shall not invalidate or render unenforceable such covenant or provision be valid and enforceablein any other jurisdiction. (e) For the avoidance of doubt, the parties hereto hereby expressly acknowledge their desire that restrictions set forth in such event such action be taken and the remainder of such Restrictive Covenant this Section 6.02 shall not thereby be affected and shall be given full effect without regard to invalid portions and such amendment shall apply only with respect to any Person that becomes an Affiliate of Seller after the operation date of the Restrictive Covenant in the particular jurisdiction in this Agreement, but who or which is not an Affiliate of Seller as of such adjudication is made; and (iv) the parties hereto acknowledge and agree that the Restrictive Covenants are necessary for the protection and preservation of the value and the goodwill of Buyer’s and the Purchased Companies’ businesses and are reasonable and valid in geographical and temporal scope and in all other respectsdate.

Non-Competition; Non-Solicitation. (a) In order for Buyer to have and enjoy the full benefit of the businesses of the Purchased Companies, and as a material inducement to Buyer to enter into this Agreement (without such inducement Buyer would not have entered into this Agreement), Griffon shall not, and shall cause its Subsidiaries to not: (i) for For a period of five (5) years, two years commencing on the Closing Date (the “Restricted Period”), undertakeSellers and shall not, participate and shall not permit any of its Affiliates to, directly or indirectly: (i) engage in or carry on or be engaged in, or assist others in engaging in the Restricted Business in the Territory; (ii) have any financial or other an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) cause, induce or encourage any material actual or prospective client, customer, supplier or licensor of the Business (including any existing or former client or customer of Seller and any Person that becomes a client or customer of the Business after the Closing), or any other Person whose primary who has a material business isrelationship with the Business, to terminate or modify any such actual or prospective relationship. Notwithstanding the foregoing, Sellers may own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange if such Seller is not a Competing Business anywhere controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own or more of any class of securities of such Person. (b) During the Restricted Period, each Seller shall not permit any of their Affiliates to, directly or indirectly, hire or solicit any person who is offered employment by Buyer pursuant to Section 6.05(a) or is or was employed in the United States; (ii) Business during the Restricted Period, solicit, attempt to solicit or knowingly encourage any employee or consultant of any Purchased Company (including any individual who has been an employee or consultant of any Purchased Company at any time during the preceding twenty-four (24) month period prior to the time of such solicitation, encouragement or hiring) to resign or leave the employ or service of such Purchased Company or otherwise hire, employ, engage or contract any such employee to leave such employment or consultant to perform services other than for the benefit of hire any such Purchased Company; or (iii) during the Restricted Period, solicit, attempt to solicit or knowingly encourage any customer or supplier of any Purchased Company (including any Person employee who has been left such employment, except pursuant to a customer or supplier of general solicitation which is not directed specifically to any Purchased Company at any time during the twelve (12) month period immediately prior to the time of such solicitation or encouragement) to alter, reduce or terminate its business relationship with such Purchased Companyemployees; provided, for the avoidance of doubt, solicitation of such customers or suppliers that nothing in the Ordinary Course of Business unrelated to a Competing Business shall not constitute a violation of this Section 5.11(a)(iii). (b6.07(b) Notwithstanding Section 5.11(a), none shall prevent Sellers or any of the following activities shall constitute a violation of Section 5.11(a): their Affiliates from hiring (i) the advertisement of job openings any employee whose employment has been terminated by use of newspapers, magazines, the internet and other media not directed at employees, consultants Buyer or independent contractors of any Purchased Company; (ii) holding up to five per cent (5%) of the outstanding securities of any class of any publicly-traded securities of a company that is engaged in a Competing Business; or (iii) the acquisition of any business or Person (an “Acquired Business”) conducting a Competing Business in the United States provided that, as of after 180 days from the date of such acquisitiontermination of employment, any employee whose employment has been terminated by the revenue of such Competing Business for the last four fiscal quarters of such Acquired Business for which financial statements have been prepared is not greater than twenty-five per cent (25%) of the total revenue of the Acquired Business for such four fiscal quarter period (and continuing to engage in such acquired Competing Business so long as the foregoing percentage threshold continues to not be exceeded)employee. (c) Notwithstanding anything Each Seller and Owner acknowledges that a breach or threatened breach of this Section 6.07 would give rise to the contrary set forth hereinirreparable harm to Buyer, 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 a Seller or Owner of any of the provisions of Section 5.11(a) (the “Restrictive Covenants”): (i) the Restricted Period shall be tolled during the pendency of any breach of any of the Restrictive Covenants; (ii) such obligations, Buyer and its Affiliates (including the Purchased Companies) shall have the right and remedyshall, without regard in addition to any and all other rights and remedies that may be available remedyto it in respect of such breach, be entitled to (A) have the Restrictive Covenants specifically enforced by 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 post bond). (d) Each Seller and (B) have issued an injunction restraining any such breach without posting Owner acknowledges that the restrictions contained in this Section 6.07 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a bond; it being understood material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any breach of covenant contained in this Section 6.07 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any of the Restrictive Covenants would cause irreparable jurisdiction, then any court is expressly empowered to reform such covenant, and material Loss to Buyer and its Affiliates (including the Purchased Companies), the amount of which cannot be readily determined and as to which neither Buyer nor any of its Affiliates (including the Purchased Companies) will have any adequate remedy at Law or in equity; (iii) it is the desire and intent of the parties hereto that the Restrictive Covenants be enforced to the fullest extent permissible under the Laws and public policies applied in each jurisdiction in which enforcement is sought and if any Restrictive Covenant such covenant shall be adjudicated finally to be invalid or unenforceabledeemed reformed, in such Restrictive Covenant shall be amended jurisdiction to the maximum less restrictive time, geographic, product or service or other limitations permitted under by applicable Law to the extent necessary Law. The covenants contained in order that this Section 6.07 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision be valid and enforceable, the parties hereto hereby expressly acknowledge their desire that in such event such action be taken and the remainder of such Restrictive Covenant as written shall not thereby be affected invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall be given full effect without regard to invalid portions and not invalidate or render unenforceable such amendment shall apply only with respect to the operation of the Restrictive Covenant covenant or provision in the particular jurisdiction in which such adjudication is made; and (iv) the parties hereto acknowledge and agree that the Restrictive Covenants are necessary for the protection and preservation of the value and the goodwill of Buyer’s and the Purchased Companies’ businesses and are reasonable and valid in geographical and temporal scope and in all any other respectsjurisdiction.

Non-Competition; Non-Solicitation. (a) In order for Buyer to have Executive agrees that during the Term and enjoy ending on the full benefit one-year anniversary of the businesses termination of Executive’s employment, Executive shall not anywhere within the Purchased CompaniesUnited States of America (whether directly or indirectly, and through any affiliate or other person, or in the name or on behalf of any affiliate or other Person, whether acting as a material inducement to Buyer to enter into this Agreement (without an officer, director, shareholder, owner, partner, member, trustee, beneficiary, employee, promoter, consultant, technical adviser, agent, lender, manager or otherwise or as the assign of any such inducement Buyer would not have entered into this Agreement), Griffon shall not, and shall cause its Subsidiaries to not:Person): (i) for a period of five (5) years, commencing on the Closing Date (the “Restricted Period”), undertake, engage or participate in any business, either directly or carry indirectly, that competes with the Business of the Company; provided, however, that nothing in Section 5.3(a)(i) shall be construed to preclude Executive from making any investment in the securities of any business enterprise whether or not engaged in competition with the Company, to the extent that such securities are actively traded on a national securities exchange or be engaged in, or have any financial or other interest in any other Person whose primary business is, a Competing Business anywhere the over-the-counter market in the United States;States or on any foreign securities exchange, but only if such investment does not exceed 5% of the outstanding voting securities of such enterprise (ii) during recruit, hire or solicit any current or former employee, consultant or independent contractor of the Restricted PeriodCompany, solicit, attempt to solicit or knowingly encourage any employee such employee, consultant or consultant of any Purchased Company (including any individual who has been an employee or consultant of any Purchased Company at any time during the preceding twenty-four (24) month period prior independent contractor to the time of such solicitation, encouragement or hiring) to resign or leave the employ or service of the Company unless such Purchased former employee, consultant, or independent contractor has not been employed or retained by the Company or otherwise hire, employ, engage or contract any such employee or consultant to perform services other than for the benefit a period in excess of such Purchased Company; orsix (6) months; (iii) during request, advise or otherwise induce any Person to withdraw, curtail or cancel its business dealings with the Restricted Period, solicit, attempt to solicit or knowingly encourage Company; In the event of a breach by any customer or supplier Executive of any Purchased Company (including covenant set forth in this Section 5.3(a), the term of such covenant will be extended for Executive by the period of the duration of such breach. For purposes hereof, the term “Business” shall mean developing and offering any Person who has been products of a customer or supplier of any Purchased Company at any time during the twelve (12) month period immediately prior like-nature to the time products and product candidates of such solicitation the Company. It is agreed by the parties that the foregoing covenants in this Section 5.3(a) (i) are reasonable in light of the consideration and other benefits payable or encouragementthat may become payable to Executive pursuant to this Agreement and (ii) to alter, reduce or terminate its impose a reasonable restraint on Executive in light of the activities and business relationship with such Purchased Company; provided, for of Company on the avoidance date of doubt, solicitation of such customers or suppliers in the Ordinary Course of Business unrelated to a Competing Business shall not constitute a violation execution of this Section 5.11(a)(iii)Agreement and the current plans of Company. Notwithstanding the foregoing, it is the intent of Company and Executive that such covenants be construed and enforced in accordance with the changing activities, business and locations of Company throughout the term of this covenant. (b) Notwithstanding The covenants in this Section 5.11(a)5.3 are severable and separate, none of and the following activities shall constitute a violation of Section 5.11(a): (i) the advertisement of job openings by use of newspapers, magazines, the internet and other media not directed at employees, consultants or independent contractors unenforceability of any Purchased Company; (ii) holding up to five per cent (5%) of the outstanding securities of any class of any publicly-traded securities of a company that is engaged in a Competing Business; or (iii) the acquisition of any business or Person (an “Acquired Business”) conducting a Competing Business in the United States provided that, as of the date of such acquisition, the revenue of such Competing Business for the last four fiscal quarters of such Acquired Business for which financial statements have been prepared is specific covenant shall not greater than twenty-five per cent (25%) of the total revenue of the Acquired Business for such four fiscal quarter period (and continuing to engage in such acquired Competing Business so long as the foregoing percentage threshold continues to not be exceeded). (c) Notwithstanding anything to the contrary set forth herein, in the event of a breach of any of affect the provisions of Section 5.11(a) (the “Restrictive Covenants”): (i) the Restricted Period shall be tolled during the pendency of any breach of any of the Restrictive Covenants; (ii) Buyer and its Affiliates (including the Purchased Companies) shall have the right and remedy, without regard to any other available remedy, to (A) have covenant. In the Restrictive Covenants specifically enforced by event any court of competent jurisdiction and (B) have issued an injunction restraining any such breach without posting of a bond; it being understood shall determine that any breach of any of the Restrictive Covenants would cause irreparable and material Loss to Buyer and its Affiliates (including the Purchased Companies)scope, the amount of which cannot be readily determined and as to which neither Buyer nor any of its Affiliates (including the Purchased Companies) will have any adequate remedy at Law time or in equity; (iii) territorial restrictions set forth herein are unreasonable, then it is the desire and intent intention of the parties hereto that the Restrictive Covenants such restrictions be enforced to the fullest extent permissible under that such court deems reasonable, and this Agreement shall thereby be reformed. (c) All of the Laws and public policies applied covenants in each jurisdiction in which enforcement is sought and if any Restrictive Covenant this Section 5.3 shall be adjudicated finally to be invalid construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or unenforceablecause of action of Executive against Company, such Restrictive Covenant whether predicated in this Agreement or otherwise, shall be amended not constitute a defense to the maximum less restrictive limitations permitted under applicable Law to the extent necessary in order that such provision be valid and enforceable, the parties hereto hereby expressly acknowledge their desire that in such event such action be taken and the remainder enforcement by Company of such Restrictive Covenant shall not thereby be affected and shall be given full effect without regard to invalid portions and such amendment shall apply only with respect to the operation of the Restrictive Covenant in the particular jurisdiction in which such adjudication is made; and (iv) the parties hereto acknowledge and agree that the Restrictive Covenants are necessary for the protection and preservation of the value and the goodwill of Buyer’s and the Purchased Companies’ businesses and are reasonable and valid in geographical and temporal scope and in all other respectscovenants.

Non-Competition; Non-Solicitation. (a) In order for Buyer to have and enjoy the full benefit furtherance of the transactions contemplated hereby and more effectively to protect the value and goodwill of the assets and businesses of the Purchased CompaniesCompany, each of the Seller, Xxxxx Xxxxxxxx Xxxxxx and as Xxxxx X. Xxxxxxxx covenants and agrees that, for a material inducement to Buyer to enter into this Agreement (without period ending on the fifth anniversary of the Closing Date, such inducement Buyer would not have entered into this Agreement), Griffon Person shall not, and shall cause its Subsidiaries to not: (i) directly or indirectly own, manage, operate, control, participate in, perform services for or otherwise carry on, a period business competitive with the businesses conducted by the Company as of five (5) years, commencing on the Closing Date (the “Restricted Period”), undertake, participate in or carry on or be engaged in, or have any financial or other interest in any other Person whose primary business is, a Competing Business anywhere in the United States;world (it being understood by the parties hereto that the businesses conducted by the Company are not limited to any particular region of the world and that the businesses conducted by the Company may be engaged in effectively from any location in the world); or (ii) during the Restricted Perioddirectly or indirectly, soliciteither on such Person’s own behalf or on behalf of any other Person, induce or attempt to solicit persuade any supplier or knowingly encourage any employee customer of the Company to terminate or consultant of any Purchased Company (including any individual who has been an employee or consultant of any Purchased Company at any time during the preceding twenty-four (24) month period prior to the time of such solicitation, encouragement or hiring) to resign or leave the employ or service of such Purchased Company or otherwise hire, employ, engage or contract any such employee or consultant to perform services other than for the benefit of such Purchased Company; or (iii) during the Restricted Period, solicit, attempt to solicit or knowingly encourage any customer or supplier of any Purchased Company (including any Person who has been a customer or supplier of any Purchased Company at any time during the twelve (12) month period immediately prior to the time of such solicitation or encouragement) to alter, reduce or terminate modify its business relationship with such Purchased the Company; provided, for however, that nothing set forth in Section 5.4(a) shall prohibit the avoidance Seller, Xxxxx Xxxxxxxx Xxxxxx and Xxxxx X. Xxxxxxxx, respectively, from owning not in excess of doubt, solicitation of such customers or suppliers 2% in the Ordinary Course aggregate of Business unrelated to a Competing Business shall not constitute a violation any class of this Section 5.11(a)(iii)capital stock of any corporation if such stock is publicly traded and listed on any national or regional stock exchange. (b) Notwithstanding Section 5.11(a), none In furtherance of the following activities transactions contemplated hereby and more effectively to protect the value and goodwill of the assets and businesses of the Company, each of the Seller and each Seller Member covenants and agrees, severally and not jointly, that, for a period ending on the fifth anniversary of the Closing Date, such Person (and, in the case of Riverside Fund III, L.P., its affiliated funds, general partner and management company) shall constitute a violation not hire any employee of Section 5.11(a): the Company prior to his or her termination by the Company, or, directly or indirectly, solicit, induce or encourage any employee of the Company to terminate his or her employment with the Company or to accept employment with any other Person, or cooperate with any others in doing or attempting to do so. As used herein, the term “solicit, induce or encourage” includes (i) initiating communications with an employee of the advertisement of job openings by use of newspapersCompany relating to possible employment, magazines, the internet and other media not directed at employees, consultants or independent contractors of any Purchased Company; (ii) holding up offering bonuses or additional compensation to five per cent (5%) encourage any employee of the outstanding securities of Company to terminate his or her employment with the Company and accept employment with any class of any publicly-traded securities of a company that is engaged in a Competing Business; or (iii) the acquisition of any business or Person (an “Acquired Business”) conducting a Competing Business in the United States provided that, as of the date of such acquisition, the revenue of such Competing Business for the last four fiscal quarters of such Acquired Business for which financial statements have been prepared is not greater than twenty-five per cent (25%) of the total revenue of the Acquired Business for such four fiscal quarter period (and continuing to engage in such acquired Competing Business so long as the foregoing percentage threshold continues to not be exceeded)other Person. (c) Notwithstanding anything The parties acknowledge and agree that the restrictions contained in this Section 5.4 are reasonable (including as to scope, time and area), not unduly restrictive of Seller’s and the contrary set forth hereinSeller Members’ rights, in supported by adequate consideration and necessary protection of the immediate interests of Buyer, and any violation of these restrictions would cause immediate and irreparable injury to Buyer for which there would be no adequate monetary damages. In the event of a breach of or a threatened breach by Seller or any of the provisions of Section 5.11(a) (the “Restrictive Covenants”): (i) the Restricted Period Seller Member, such Person acknowledges and agrees that Buyer shall be tolled during entitled to an injunction restraining such Seller or Seller Member from such breach or threatened breach without the pendency requirement of any breach of any of the Restrictive Covenants; (ii) Buyer and its Affiliates (including the Purchased Companies) shall have the right and remedyposting bond, without regard in addition to any other available remedy, to (A) have the Restrictive Covenants specifically enforced by any court of competent jurisdiction and (B) have issued an injunction restraining any such breach without posting of a bond; it being understood that any breach of any of the Restrictive Covenants would cause irreparable and material Loss to Buyer and its Affiliates (including the Purchased Companies), the amount of which cannot be readily determined and as remedy to which neither Buyer nor any of its Affiliates (including the Purchased Companies) will have any adequate remedy may be entitled at Law law or in equity; (iii) it . In addition, the parties acknowledge and agree that the restrictions contained in this Section 5.4 are essential elements of this Agreement and that but for these restrictions, Buyer would not have agreed to enter into this Agreement and the transactions contemplated hereby, and Seller and each Seller Member agrees not to challenge the validity or importance of such restrictions applicable to the Seller or such Member. If any court determines that any provision of this Section 5.4 is unenforceable, such court will have the power to reduce the duration or scope of such provision, as the case may be, or terminate such provision until, in such reduced form, such provision shall be enforceable. It is the desire and intent intention of the parties hereto that the Restrictive Covenants foregoing restrictions shall not be enforced to the fullest extent permissible under the Laws and public policies applied in each jurisdiction in which enforcement is sought and if any Restrictive Covenant terminated, unless so terminated by a court, but shall be adjudicated finally to be invalid or unenforceable, such Restrictive Covenant shall be deemed amended to the maximum less restrictive limitations permitted under applicable Law extent required to the extent necessary in order that such provision be render them valid and enforceable, the parties hereto hereby expressly acknowledge their desire that in such event such action be taken and the remainder of such Restrictive Covenant shall not thereby be affected and shall be given full effect without regard to invalid portions and such amendment shall to apply only with respect to the operation of the Restrictive Covenant this Section 5.4 in the particular jurisdiction in which such adjudication is made; and (iv) the parties hereto acknowledge and agree that the Restrictive Covenants are necessary for the protection and preservation of the value and court that has made the goodwill of Buyer’s and the Purchased Companies’ businesses and are reasonable and valid in geographical and temporal scope and in all other respectsadjudication.

Non-Competition; Non-Solicitation. (a) In order for Buyer to For a period of three years commencing on the Closing Date (the "Restricted Period"), Sellers and Aero shall not, and shall not permit any of their Affiliates to, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have and enjoy an interest in any Person that engages directly or indirectly in the full benefit Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) cause, induce or encourage any material actual or prospective client, customer, supplier or licensor of the businesses Business (including any existing or former client or customer of Sellers and any Person that becomes a client or customer of the Purchased CompaniesBusiness after the Closing), or any other Person who has a material business relationship with the Business, to terminate or modify any such actual or prospective relationship. Notwithstanding the foregoing, Sellers, Aero, and any of their Affiliates may (A) own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange if Sellers or Aero are not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 5% or more of any class of securities of such Person, and (B) engage in staffing services to companies (whether temporary or permanent personnel placement), which may include companies that engage in the Restricted Business. (b) During the Restricted Period, Sellers and Aero shall not, and shall not permit any of their Affiliates to, directly or indirectly, hire or solicit any person who is offered employment by Buyer pursuant to Section 6.5(a) or is or was employed in the Business during the Restricted Period, or encourage any such employee to leave such employment or hire any such employee who has left such employment; provided, however, that the foregoing will not restrict Sellers and Aero or any of their Affiliates from soliciting or hiring any employee who responds to a general solicitation placed by such Person in the ordinary course of business; provided further, that nothing in this Section 6.7(b) shall prevent Sellers and Aero or any of their Affiliates from hiring (i) any employee whose employment has been terminated by Buyer, (ii) after 180 days from the date of termination of employment, any employee whose employment has been terminated by the employee, or (iii) any Business employee that does not accept Buyer’s offer of employment at Closing pursuant to Section 6.5, subject to Sellers' compliance with Section 6.5(a). (c) Sellers and Aero acknowledge that a breach or threatened breach of this Section 6.7 would give rise to irreparable harm to Buyer, 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 Sellers or Aero of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to 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 post bond). (d) Sellers and Aero acknowledge that the restrictions contained in this Section 6.7 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement (without such inducement Buyer would not have entered into and consummate the transactions contemplated by this Agreement). In the event that any covenant contained in this Section 6.7 should ever be adjudicated to exceed the time, Griffon shall notgeographic, 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 cause its Subsidiaries be deemed reformed, in such jurisdiction to not: (i) for a period of five (5) yearsthe maximum time, commencing on the Closing Date (the “Restricted Period”)geographic, undertake, participate in product or carry on or be engaged in, or have any financial service or other interest limitations permitted by applicable Law. The covenants contained in this Section 6.7 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 Person whose primary business is, a Competing Business anywhere in the United States; (ii) during the Restricted Period, solicit, attempt to solicit or knowingly encourage any employee or consultant of any Purchased Company (including any individual who has been an employee or consultant of any Purchased Company at any time during the preceding twenty-four (24) month period prior to the time of such solicitation, encouragement or hiring) to resign or leave the employ or service of such Purchased Company or otherwise hire, employ, engage or contract any such employee or consultant to perform services other than for the benefit of such Purchased Company; or (iii) during the Restricted Period, solicit, attempt to solicit or knowingly encourage any customer or supplier of any Purchased Company (including any Person who has been a customer or supplier of any Purchased Company at any time during the twelve (12) month period immediately prior to the time of such solicitation or encouragement) to alter, reduce or terminate its business relationship with such Purchased Company; provided, for the avoidance of doubt, solicitation of such customers or suppliers in the Ordinary Course of Business unrelated to a Competing Business shall not constitute a violation of this Section 5.11(a)(iii)jurisdiction. (b) Notwithstanding Section 5.11(a), none of the following activities shall constitute a violation of Section 5.11(a): (i) the advertisement of job openings by use of newspapers, magazines, the internet and other media not directed at employees, consultants or independent contractors of any Purchased Company; (ii) holding up to five per cent (5%) of the outstanding securities of any class of any publicly-traded securities of a company that is engaged in a Competing Business; or (iii) the acquisition of any business or Person (an “Acquired Business”) conducting a Competing Business in the United States provided that, as of the date of such acquisition, the revenue of such Competing Business for the last four fiscal quarters of such Acquired Business for which financial statements have been prepared is not greater than twenty-five per cent (25%) of the total revenue of the Acquired Business for such four fiscal quarter period (and continuing to engage in such acquired Competing Business so long as the foregoing percentage threshold continues to not be exceeded). (c) Notwithstanding anything to the contrary set forth herein, in the event of a breach of any of the provisions of Section 5.11(a) (the “Restrictive Covenants”): (i) the Restricted Period shall be tolled during the pendency of any breach of any of the Restrictive Covenants; (ii) Buyer and its Affiliates (including the Purchased Companies) shall have the right and remedy, without regard to any other available remedy, to (A) have the Restrictive Covenants specifically enforced by any court of competent jurisdiction and (B) have issued an injunction restraining any such breach without posting of a bond; it being understood that any breach of any of the Restrictive Covenants would cause irreparable and material Loss to Buyer and its Affiliates (including the Purchased Companies), the amount of which cannot be readily determined and as to which neither Buyer nor any of its Affiliates (including the Purchased Companies) will have any adequate remedy at Law or in equity; (iii) it is the desire and intent of the parties hereto that the Restrictive Covenants be enforced to the fullest extent permissible under the Laws and public policies applied in each jurisdiction in which enforcement is sought and if any Restrictive Covenant shall be adjudicated finally to be invalid or unenforceable, such Restrictive Covenant shall be amended to the maximum less restrictive limitations permitted under applicable Law to the extent necessary in order that such provision be valid and enforceable, the parties hereto hereby expressly acknowledge their desire that in such event such action be taken and the remainder of such Restrictive Covenant shall not thereby be affected and shall be given full effect without regard to invalid portions and such amendment shall apply only with respect to the operation of the Restrictive Covenant in the particular jurisdiction in which such adjudication is made; and (iv) the parties hereto acknowledge and agree that the Restrictive Covenants are necessary for the protection and preservation of the value and the goodwill of Buyer’s and the Purchased Companies’ businesses and are reasonable and valid in geographical and temporal scope and in all other respects.

Non-Competition; Non-Solicitation. (a) In order for Buyer to have Seller hereby covenants and enjoy the full benefit of the businesses of the Purchased Companies, and as a material inducement to Buyer to enter into this Agreement (without such inducement Buyer would not have entered into this Agreement), Griffon shall not, and shall cause its Subsidiaries to not: (i) agrees that for a period of five (5) years, commencing on two years after the Closing Date (the “Restricted Period”)Date, undertakeSeller shall not, participate directly or indirectly, as a proprietor, partner, stockholder, consultant, joint venturer, investor, lender, employee or in or carry on or be engaged any other capacity engage in, or have own, manage, operate or control or participate in the ownership, management, operation or control of any financial or other interest in any other Person whose primary business is, a Competing Business entity which engages anywhere in the United States;world in the retail sale of sports memorabilia and collectibles or activities similar thereto; PROVIDED, that Seller shall not be prohibited from owning in the aggregate 5% or less of any class of securities of a publicly traded corporation engaged in the Business or such activities. (iib) during Seller and Buyer hereby covenant and agree, except as contemplated in Section 4.1, that for a period of two years after the Restricted Perioddate hereof, solicitneither party shall (i) solicit or, attempt directly or indirectly, cause to solicit or knowingly encourage be solicited for employment, any employee or consultant of any Purchased Company (including any individual person who has been an employee or consultant of any Purchased Company is, at any time during the preceding twenty-four (24) month period prior to the time of such solicitation, encouragement an employee of the other party or hiring) to resign any of its Affiliates, or leave the employ or service of such Purchased Company or otherwise hirewas, employ, engage or contract any such employee or consultant to perform services other than for the benefit of such Purchased Company; or (iii) during the Restricted Period, solicit, attempt to solicit or knowingly encourage any customer or supplier of any Purchased Company (including any Person who has been a customer or supplier of any Purchased Company at any time during the twelve (12) month one-year period immediately prior to such solicitation, an employee of the other party or any of its Affiliates; or (ii) employ or, directly or indirectly, cause to be employed, any person who was, at the time of such solicitation or encouragement) to alteraction, reduce or terminate its business relationship with such Purchased Company; provided, for the avoidance of doubt, solicitation of such customers or suppliers in the Ordinary Course of Business unrelated to a Competing Business shall not constitute a violation of this Section 5.11(a)(iii). (b) Notwithstanding Section 5.11(a), none an employee of the following activities shall constitute a violation other party or any of Section 5.11(a): (i) its Affiliates, or was, at any time during the advertisement of job openings by use of newspapersone-year period prior to such action, magazines, the internet and other media not directed at employees, consultants or independent contractors of any Purchased Company; (ii) holding up to five per cent (5%) an employee of the outstanding securities other party or any of any class of any publicly-traded securities of a company that is engaged in a Competing Business; or (iii) the acquisition of any business or Person (an “Acquired Business”) conducting a Competing Business in the United States provided that, as of the date of such acquisition, the revenue of such Competing Business for the last four fiscal quarters of such Acquired Business for which financial statements have been prepared is not greater than twenty-five per cent (25%) of the total revenue of the Acquired Business for such four fiscal quarter period (and continuing to engage in such acquired Competing Business so long as the foregoing percentage threshold continues to not be exceeded)its Affiliates. (c) Notwithstanding anything Seller and Buyer acknowledge and agree that if either party or any of its respective Affiliates breaches the provisions of Section 8.7(a) and/or (b), any remedy at law would be inadequate and that the other party, in addition to seeking monetary damages in connection with any such breach, shall be entitled to seek specific performance, injunctive and other equitable relief to prevent or restrain a breach of such Section or to enforce the contrary set forth hereinprovisions of such Section. It is the intent of the parties that, in the event of a breach of any of the provisions of Section 5.11(a) (the “Restrictive Covenants”): (i) the Restricted Period shall be tolled during the pendency of any breach of any of the Restrictive Covenants; (ii) Buyer and its Affiliates (including the Purchased Companies) shall have the right and remedy, without regard to any other available remedy, to (A) have the Restrictive Covenants specifically enforced by any court of competent jurisdiction and (B) have issued an injunction restraining any such breach without posting of a bond; it being understood determines that any breach of any the scope and/or duration of the Restrictive Covenants would cause irreparable and material Loss to Buyer and its Affiliates covenants set forth in Section 8.7(a) and/or (including the Purchased Companies), the amount of which cannot be readily determined and b) is excessive so as to which neither Buyer nor any render the covenant unenforceable as written, such court shall reduce the scope and/or duration of its Affiliates (including the Purchased Companies) will have any adequate remedy at Law or in equity; (iii) it is the desire and intent of the parties hereto that the Restrictive Covenants be enforced such covenant to the fullest extent permissible under the Laws and public policies applied in each jurisdiction in which enforcement is sought and if any Restrictive Covenant shall be adjudicated finally to be invalid or unenforceable, such Restrictive Covenant shall be amended to the maximum less restrictive limitations permitted under applicable Law to the minimum extent necessary in order that such provision be valid and to make the covenant enforceable, the parties hereto hereby expressly acknowledge their desire that in such event such action be taken and the remainder of such Restrictive Covenant shall not thereby be affected and shall be given full effect without regard to invalid portions and such amendment shall apply only with respect to the operation of the Restrictive Covenant in the particular jurisdiction in which such adjudication is made; and (iv) the parties hereto acknowledge and agree that the Restrictive Covenants are necessary for the protection and preservation of the value and the goodwill of Buyer’s and the Purchased Companies’ businesses and are reasonable and valid in geographical and temporal scope and in all other respects.

Non-Competition; Non-Solicitation. (a) In order for Buyer For a period of five (5) years from and after the Closing Date, Seller shall not, and shall cause its Affiliates not to, directly or indirectly (1) render services or give advice to, or affiliate with (as employee, partner, consultant or otherwise), (2) directly or indirectly through one or more of any of its Affiliates, own, manage, operate, control or participate in the ownership, management, operation or control of, any competitor or any division or business segment of any competitor, or (3) intentionally interfere in any material respect with the business relationships (whether formed prior or after the date of this Agreement) between any Acquired Company and customers or suppliers of such Acquired Company; provided, that nothing in this Section 5.5 shall prohibit such Seller or any of its Affiliates from acquiring or owning, directly or indirectly up to have and enjoy the full benefit 2% of the businesses aggregate voting securities of any competitor that is a publicly traded Person. (b) For a period of five (5) years from and after the Purchased CompaniesClosing Date, Seller shall not, and as shall cause its Affiliates not to, directly or indirectly, solicit for employment or employ any Acquired Company employee; provided, however, that this restriction shall not prohibit Seller or any of its Affiliates from soliciting for employment or employing any such person (1) who contacts Seller (on his or her own initiative) in response to a public job advertisement or recruitment program not targeted at Employees or (2) who contacts Seller on his or her own initiative. (c) Seller acknowledges that a breach or threatened breach of this Section 5.5 would give rise to irreparable harm to Buyer, 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 Seller of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to 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 post bond). (d) Seller acknowledges that the restrictions contained in this Section 5.5 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement (without such inducement Buyer would not have entered into and consummate the transactions contemplated by this Agreement). If, Griffon at the time of enforcement of the covenants contained in this Section 5.5 or employment of anyone responding to any such general solicitation, a court shall nothold that the duration or scope restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration or scope reasonable under such circumstances shall be substituted for the stated duration or scope and that the court shall be allowed and directed to revise the restrictions contained herein to cover the maximum duration and scope permitted by Law. The covenants contained in this Section 5.5 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 cause its Subsidiaries to not: (i) for a period of five (5) years, commencing on the Closing Date (the “Restricted Period”), undertake, participate in not invalidate or carry on render unenforceable such covenant or be engaged in, or have any financial or other interest provision in any other Person whose primary business is, a Competing Business anywhere in the United States; (ii) during the Restricted Period, solicit, attempt to solicit or knowingly encourage any employee or consultant of any Purchased Company (including any individual who has been an employee or consultant of any Purchased Company at any time during the preceding twenty-four (24) month period prior to the time of such solicitation, encouragement or hiring) to resign or leave the employ or service of such Purchased Company or otherwise hire, employ, engage or contract any such employee or consultant to perform services other than for the benefit of such Purchased Company; or (iii) during the Restricted Period, solicit, attempt to solicit or knowingly encourage any customer or supplier of any Purchased Company (including any Person who has been a customer or supplier of any Purchased Company at any time during the twelve (12) month period immediately prior to the time of such solicitation or encouragement) to alter, reduce or terminate its business relationship with such Purchased Company; provided, for the avoidance of doubt, solicitation of such customers or suppliers in the Ordinary Course of Business unrelated to a Competing Business shall not constitute a violation of this Section 5.11(a)(iii)jurisdiction. (b) Notwithstanding Section 5.11(a), none of the following activities shall constitute a violation of Section 5.11(a): (i) the advertisement of job openings by use of newspapers, magazines, the internet and other media not directed at employees, consultants or independent contractors of any Purchased Company; (ii) holding up to five per cent (5%) of the outstanding securities of any class of any publicly-traded securities of a company that is engaged in a Competing Business; or (iii) the acquisition of any business or Person (an “Acquired Business”) conducting a Competing Business in the United States provided that, as of the date of such acquisition, the revenue of such Competing Business for the last four fiscal quarters of such Acquired Business for which financial statements have been prepared is not greater than twenty-five per cent (25%) of the total revenue of the Acquired Business for such four fiscal quarter period (and continuing to engage in such acquired Competing Business so long as the foregoing percentage threshold continues to not be exceeded). (c) Notwithstanding anything to the contrary set forth herein, in the event of a breach of any of the provisions of Section 5.11(a) (the “Restrictive Covenants”): (i) the Restricted Period shall be tolled during the pendency of any breach of any of the Restrictive Covenants; (ii) Buyer and its Affiliates (including the Purchased Companies) shall have the right and remedy, without regard to any other available remedy, to (A) have the Restrictive Covenants specifically enforced by any court of competent jurisdiction and (B) have issued an injunction restraining any such breach without posting of a bond; it being understood that any breach of any of the Restrictive Covenants would cause irreparable and material Loss to Buyer and its Affiliates (including the Purchased Companies), the amount of which cannot be readily determined and as to which neither Buyer nor any of its Affiliates (including the Purchased Companies) will have any adequate remedy at Law or in equity; (iii) it is the desire and intent of the parties hereto that the Restrictive Covenants be enforced to the fullest extent permissible under the Laws and public policies applied in each jurisdiction in which enforcement is sought and if any Restrictive Covenant shall be adjudicated finally to be invalid or unenforceable, such Restrictive Covenant shall be amended to the maximum less restrictive limitations permitted under applicable Law to the extent necessary in order that such provision be valid and enforceable, the parties hereto hereby expressly acknowledge their desire that in such event such action be taken and the remainder of such Restrictive Covenant shall not thereby be affected and shall be given full effect without regard to invalid portions and such amendment shall apply only with respect to the operation of the Restrictive Covenant in the particular jurisdiction in which such adjudication is made; and (iv) the parties hereto acknowledge and agree that the Restrictive Covenants are necessary for the protection and preservation of the value and the goodwill of Buyer’s and the Purchased Companies’ businesses and are reasonable and valid in geographical and temporal scope and in all other respects.

Non-Competition; Non-Solicitation. (a) In order for Buyer to have and enjoy the full benefit of the businesses of the Purchased Companies, and as a material inducement to Buyer to enter into this Agreement (without such inducement Buyer would not have entered into this Agreement), Griffon shall not, and shall cause its Subsidiaries to not: (i) for For a period of five (5) years, 36 months commencing on the Closing Date (the “Restricted Period”), undertakeEASBY will not, participate in and will not permit any of its Affiliates or carry on or be engaged in, or have any financial or other interest in any other Person whose primary business isRepresentatives (each, a Competing Business anywhere in the United States;“Restricted Person”) to, directly or indirectly: (ii) during the Restricted Period, solicit, attempt to solicit or knowingly encourage any employee or consultant of any Purchased Company (including any individual who has been an employee or consultant of any Purchased Company at any time during the preceding twenty-four (24) month period prior to the time of such solicitation, encouragement or hiring) to resign or leave the employ or service of such Purchased Company or otherwise hire, employ, engage or contract any such employee or consultant to perform services other than for the benefit of such Purchased Company; or (iii) during the Restricted Period, solicit, attempt to solicit or knowingly encourage any customer or supplier of any Purchased Company (including any Person who has been a customer or supplier of any Purchased Company at any time during the twelve (12) month period immediately prior to the time of such solicitation or encouragement) to alter, reduce or terminate its business relationship with such Purchased Company; provided, for the avoidance of doubt, solicitation of such customers or suppliers in the Ordinary Course of Business unrelated to a Competing Business shall not constitute a violation of this Section 5.11(a)(iii). (b) Notwithstanding Section 5.11(a), none of the following activities shall constitute a violation of Section 5.11(a): (i) engage in or assist other Persons in engaging in the advertisement of job openings by use of newspapers, magazines, the internet and other media not directed at employees, consultants or independent contractors of any Purchased CompanyRestricted Business; (ii) holding up to five per cent (5%) of have an interest in any Person that engages, directly or indirectly, in the outstanding securities of Restricted Business in any class of any publicly-traded securities of capacity, including as a company that is engaged in a Competing Businesspartner, shareholder, member, employee, officer, director, manager, principal, agent, trustee, or consultant; or (iii) intentionally interfere in any material respect with the acquisition business relationships (whether formed prior to or after the Effective Date) between Two Rivers and its customers, suppliers, and business contacts; provided that the foregoing shall not preclude such Restricted Person from owning, directly or indirectly, solely as an investment, (A) the Exchange Stock or (B) securities of any business Person traded on any national securities exchange if such Restricted Person is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 1.0% or more of any class of securities of such Person; (an “Acquired Business”b) conducting a Competing Business hire or solicit any employee or independent contractor of Two Rivers or its Subsidiaries or encourage any such employee or independent contractor to leave such employment or engagement or hire any such employee or independent contractor who has left such employment or engagement; provided, however, that nothing in the United States provided thatthis Section 5.05 (b) will prevent any Restricted Person from hiring any employee or independent contractor whose employment or engagement, as of the date of such acquisitioncase may be, has been terminated by Two Rivers and its Subsidiaries following the revenue of such Competing Business for the last four fiscal quarters of such Acquired Business for which financial statements have been prepared is not greater than twenty-five per cent (25%) of the total revenue of the Acquired Business for such four fiscal quarter period (and continuing to engage in such acquired Competing Business so long as the foregoing percentage threshold continues to not be exceeded).Closing; (c) Notwithstanding anything solicit or entice, or attempt to the contrary set forth hereinsolicit or entice, any clients or customers of Two Rivers or its Subsidiaries or potential clients or customers of Two Rivers for purposes of diverting their business or services from Two Rivers or its Subsidiaries; EASBY agrees and acknowledges that a breach or threatened breach of this Section 5.06 would give rise to irreparable harm to Two Rivers, 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 any Restricted Person of any of the provisions of Section 5.11(a) (the “Restrictive Covenants”): (i) the Restricted Period shall such obligations, Two Rivers will be tolled during the pendency of any breach of any of the Restrictive Covenants; (ii) Buyer and its Affiliates (including the Purchased Companies) shall have the right and remedyentitled, without regard in addition to any and all other rights and remedies that may be available remedyto it in respect of such breach, to (A) have the Restrictive Covenants specifically enforced by 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 post bond). EASBY agrees and (B) have issued an injunction restraining any such breach without posting of a bond; it being understood that any breach of any of the Restrictive Covenants would cause irreparable and material Loss to Buyer and its Affiliates (including the Purchased Companies), the amount of which cannot be readily determined and as to which neither Buyer nor any of its Affiliates (including the Purchased Companies) will have any adequate remedy at Law or in equity; (iii) it is the desire and intent of the parties hereto acknowledges that the Restrictive Covenants be enforced restrictions contained in this Section 5.05 are reasonable and necessary to protect the fullest extent permissible under legitimate interests of Two Rivers and constitute a material inducement to Two Rivers to enter into this Agreement and consummate the Laws and public policies applied Contemplated Transactions. If any covenant contained in each jurisdiction in which enforcement is sought and if any Restrictive Covenant shall this Section 5.05 should ever be adjudicated finally 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 will be invalid or unenforceabledeemed reformed, in such Restrictive Covenant shall be amended jurisdiction to the maximum less restrictive time, geographic, product or service, or other limitations permitted under by applicable Law to Law. The covenants contained in this Section 5.05 and each provision of this Section 5.05 are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written will not invalidate or render unenforceable the extent necessary remaining covenants or provisions of this Section 5.05, and any such invalidity or unenforceability in order that any jurisdiction will not invalidate or render unenforceable such covenant or provision be valid and enforceable, the parties hereto hereby expressly acknowledge their desire that in such event such action be taken and the remainder of such Restrictive Covenant shall not thereby be affected and shall be given full effect without regard to invalid portions and such amendment shall apply only with respect to the operation of the Restrictive Covenant in the particular jurisdiction in which such adjudication is made; and (iv) the parties hereto acknowledge and agree that the Restrictive Covenants are necessary for the protection and preservation of the value and the goodwill of Buyer’s and the Purchased Companies’ businesses and are reasonable and valid in geographical and temporal scope and in all any other respectsjurisdiction.

Non-Competition; Non-Solicitation. (a) In order for Buyer to have and enjoy the full benefit of the businesses of the Purchased Companies, and as a material inducement to Buyer to enter into this Agreement (without such inducement Buyer would not have entered into this Agreement), Griffon shall not, and shall cause its Subsidiaries to not: (i) for For a period of five (5) years, 2 years commencing on the Closing Date (the “Restricted Period”), undertakeSeller shall not, participate and shall not permit any of its Affiliates to, directly or indirectly, (i) engage in or carry on or be engaged in, or assist others in engaging in the Restricted Business in the Territory; (ii) have any financial or other an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) cause, induce or encourage any material actual or prospective client, customer, supplier or licensor of the Business (including any existing or former client or customer of Seller and any Person that becomes a client or customer of the Business after the Closing), or any other Person whose primary who has a material business isrelationship with the Business, to terminate or modify any such actual or prospective relationship. Notwithstanding the foregoing, Seller may own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange if Seller is not a Competing Business anywhere controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 10% or more of any class of securities of such Person. (b) During the Restricted Period, Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any person who is offered employment by Buyer pursuant to Section 5.01(a) or is or was employed in the United States; (ii) Business during the Restricted Period, solicit, attempt to solicit or knowingly encourage any employee or consultant of any Purchased Company (including any individual who has been an employee or consultant of any Purchased Company at any time during the preceding twenty-four (24) month period prior to the time of such solicitation, encouragement or hiring) to resign or leave the employ or service of such Purchased Company or otherwise hire, employ, engage or contract any such employee to leave such employment or consultant to perform services other than for the benefit of hire any such Purchased Company; or (iii) during the Restricted Period, solicit, attempt to solicit or knowingly encourage any customer or supplier of any Purchased Company (including any Person employee who has been left such employment, except pursuant to a customer or supplier of general solicitation which is not directed specifically to any Purchased Company at any time during the twelve (12) month period immediately prior to the time of such solicitation or encouragement) to alter, reduce or terminate its business relationship with such Purchased Companyemployees; provided, for the avoidance of doubt, solicitation of such customers or suppliers that nothing in the Ordinary Course of Business unrelated to a Competing Business shall not constitute a violation of this Section 5.11(a)(iii). (b5.03(b) Notwithstanding Section 5.11(a), none shall prevent Seller or any of the following activities shall constitute a violation of Section 5.11(a): its Affiliates from hiring (i) the advertisement of job openings any employee whose employment has been terminated by use of newspapers, magazines, the internet and other media not directed at employees, consultants Buyer or independent contractors of any Purchased Company; (ii) holding up to five per cent (5%) of the outstanding securities of any class of any publicly-traded securities of a company that is engaged in a Competing Business; or (iii) the acquisition of any business or Person (an “Acquired Business”) conducting a Competing Business in the United States provided that, as of after 180 days from the date of such acquisitiontermination of employment, any employee whose employment has been terminated by the revenue of such Competing Business for the last four fiscal quarters of such Acquired Business for which financial statements have been prepared is not greater than twenty-five per cent (25%) of the total revenue of the Acquired Business for such four fiscal quarter period (and continuing to engage in such acquired Competing Business so long as the foregoing percentage threshold continues to not be exceeded)employee. (c) Notwithstanding anything Seller acknowledges that a breach or threatened breach of this Section 5.03 would give rise to the contrary set forth hereinirreparable harm to Buyer, 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 Seller of any of the provisions of Section 5.11(a) (the “Restrictive Covenants”): (i) the Restricted Period shall be tolled during the pendency of any breach of any of the Restrictive Covenants; (ii) such obligations, Buyer and its Affiliates (including the Purchased Companies) shall have the right and remedyshall, without regard in addition to any and all other rights and remedies that may be available remedyto it in respect of such breach, be entitled to (A) have the Restrictive Covenants specifically enforced by 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 post bond). (d) Seller acknowledges that the restrictions contained in this Section 5.03 are reasonable and (B) have issued an injunction restraining any such breach without posting necessary to protect the legitimate interests of Buyer and constitute a bond; it being understood material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any breach of covenant contained in this Section 5.03 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any of the Restrictive Covenants would cause irreparable jurisdiction, then any court is expressly empowered to reform such covenant, and material Loss to Buyer and its Affiliates (including the Purchased Companies), the amount of which cannot be readily determined and as to which neither Buyer nor any of its Affiliates (including the Purchased Companies) will have any adequate remedy at Law or in equity; (iii) it is the desire and intent of the parties hereto that the Restrictive Covenants be enforced to the fullest extent permissible under the Laws and public policies applied in each jurisdiction in which enforcement is sought and if any Restrictive Covenant such covenant shall be adjudicated finally to be invalid or unenforceabledeemed reformed, in such Restrictive Covenant shall be amended jurisdiction to the maximum less restrictive time, geographic, product or service or other limitations permitted under by applicable Law to the extent necessary Law. The covenants contained in order that this Section 5.03 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision be valid and enforceable, the parties hereto hereby expressly acknowledge their desire that in such event such action be taken and the remainder of such Restrictive Covenant as written shall not thereby be affected invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall be given full effect without regard to invalid portions and not invalidate or render unenforceable such amendment shall apply only with respect to the operation of the Restrictive Covenant covenant or provision in the particular jurisdiction in which such adjudication is made; and (iv) the parties hereto acknowledge and agree that the Restrictive Covenants are necessary for the protection and preservation of the value and the goodwill of Buyer’s and the Purchased Companies’ businesses and are reasonable and valid in geographical and temporal scope and in all any other respectsjurisdiction.

Non-Competition; Non-Solicitation. (a) In order for Buyer to have and enjoy the full benefit of the businesses of the Purchased Companies, and as a material inducement to Buyer to enter into this Agreement (without such inducement Buyer would not have entered into this Agreement), Griffon shall not, and shall cause its Subsidiaries to not: (i) for For a period of five (5) years, two years commencing on the Closing Date (the “Restricted Period”), undertakeSeller shall not, participate and shall not permit any of its Affiliates to, directly or indirectly, (i) engage in or carry on or be engaged in, or assist others in engaging in the Restricted Business in the Territory; (ii) have any financial or other an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) cause, induce or encourage any material actual or prospective client, customer, supplier or licensor of the Business (including any existing or former client or customer of Seller and any Person that becomes a client or customer of the Business after the Closing), or any other Person whose primary who has a material business isrelationship with the Business, to terminate or modify any such actual or prospective relationship. Notwithstanding the foregoing, Seller may own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange if Seller is not a Competing Business anywhere controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 5% or more of any class of securities of such Person. (b) During the Restricted Period, Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any person who is offered employment by Buyer pursuant to Section 6.05(a) or is or was employed in the United States; (ii) Business during the Restricted Period, solicit, attempt to solicit or knowingly encourage any employee or consultant of any Purchased Company (including any individual who has been an employee or consultant of any Purchased Company at any time during the preceding twenty-four (24) month period prior to the time of such solicitation, encouragement or hiring) to resign or leave the employ or service of such Purchased Company or otherwise hire, employ, engage or contract any such employee to leave such employment or consultant to perform services other than for the benefit of hire any such Purchased Company; or (iii) during the Restricted Period, solicit, attempt to solicit or knowingly encourage any customer or supplier of any Purchased Company (including any Person employee who has been left such employment, except pursuant to a customer or supplier of general solicitation which is not directed specifically to any Purchased Company at any time during the twelve (12) month period immediately prior to the time of such solicitation or encouragement) to alter, reduce or terminate its business relationship with such Purchased Companyemployees; provided, for the avoidance of doubt, solicitation of such customers or suppliers that nothing in the Ordinary Course of Business unrelated to a Competing Business shall not constitute a violation of this Section 5.11(a)(iii). (b6.07(b) Notwithstanding Section 5.11(a), none shall prevent Seller or any of the following activities shall constitute a violation of Section 5.11(a): its Affiliates from hiring: (i) the advertisement of job openings any employee whose employment has been terminated by use of newspapers, magazines, the internet and other media not directed at employees, consultants Buyer; or independent contractors of any Purchased Company; (ii) holding up to five per cent (5%) of the outstanding securities of any class of any publicly-traded securities of a company that is engaged in a Competing Business; or (iii) the acquisition of any business or Person (an “Acquired Business”) conducting a Competing Business in the United States provided that, as of after 180 days from the date of such acquisitiontermination of employment, any employee whose employment has been terminated by the revenue of such Competing Business for the last four fiscal quarters of such Acquired Business for which financial statements have been prepared is not greater than twenty-five per cent (25%) of the total revenue of the Acquired Business for such four fiscal quarter period (and continuing to engage in such acquired Competing Business so long as the foregoing percentage threshold continues to not be exceeded)employee. (c) Notwithstanding anything Seller acknowledges that a breach or threatened breach of this Section 6.07 would give rise to the contrary set forth hereinirreparable harm to Buyer, 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 Seller of any of the provisions of Section 5.11(a) (the “Restrictive Covenants”): (i) the Restricted Period shall be tolled during the pendency of any breach of any of the Restrictive Covenants; (ii) such obligations, Buyer and its Affiliates (including the Purchased Companies) shall have the right and remedyshall, without regard in addition to any and all other rights and remedies that may be available remedyto it in respect of such breach, be entitled to (A) have the Restrictive Covenants specifically enforced by 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 post bond). (d) Seller acknowledges that the restrictions contained in this Section 6.07 are reasonable and (B) have issued an injunction restraining any such breach without posting necessary to protect the legitimate interests of Buyer and constitute a bond; it being understood material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any breach of covenant contained in this Section 6.07 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any of the Restrictive Covenants would cause irreparable jurisdiction, then any court is expressly empowered to reform such covenant, and material Loss to Buyer and its Affiliates (including the Purchased Companies), the amount of which cannot be readily determined and as to which neither Buyer nor any of its Affiliates (including the Purchased Companies) will have any adequate remedy at Law or in equity; (iii) it is the desire and intent of the parties hereto that the Restrictive Covenants be enforced to the fullest extent permissible under the Laws and public policies applied in each jurisdiction in which enforcement is sought and if any Restrictive Covenant such covenant shall be adjudicated finally to be invalid or unenforceabledeemed reformed, in such Restrictive Covenant shall be amended jurisdiction to the maximum less restrictive time, geographic, product or service or other limitations permitted under by applicable Law to the extent necessary Law. The covenants contained in order that this Section 6.07 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision be valid and enforceable, the parties hereto hereby expressly acknowledge their desire that in such event such action be taken and the remainder of such Restrictive Covenant as written shall not thereby be affected invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall be given full effect without regard to invalid portions and not invalidate or render unenforceable such amendment shall apply only with respect to the operation of the Restrictive Covenant covenant or provision in the particular jurisdiction in which such adjudication is made; and (iv) the parties hereto acknowledge and agree that the Restrictive Covenants are necessary for the protection and preservation of the value and the goodwill of Buyer’s and the Purchased Companies’ businesses and are reasonable and valid in geographical and temporal scope and in all any other respectsjurisdiction.

Non-Competition; Non-Solicitation. (a) In order for Buyer to have and enjoy the full benefit of the businesses of the Purchased Companies, and as a material inducement to Buyer to enter into this Agreement (without such inducement Buyer would not have entered into this Agreement), Griffon shall not, and shall cause its Subsidiaries to not: (i) for For a period of five (52) years, years commencing on the Closing Date (the “Restricted Period”), undertakethe Shareholders shall not, participate and shall not permit any of their Affiliates to, directly or indirectly, (i) engage in or carry on or be engaged in, or assist others in engaging in the Restricted Business in the Territory; (ii) have any financial or other an interest in any other Person whose primary business is, a Competing Business anywhere that engages directly or indirectly in the United States; (ii) during Restricted Business in the Restricted PeriodTerritory in any capacity, solicitincluding as a partner, attempt to solicit shareholder, member, employee, principal, agent, trustee or knowingly encourage any employee consultant; or consultant of any Purchased Company (including any individual who has been an employee or consultant of any Purchased Company at any time during the preceding twenty-four (24) month period prior to the time of such solicitation, encouragement or hiring) to resign or leave the employ or service of such Purchased Company or otherwise hire, employ, engage or contract any such employee or consultant to perform services other than for the benefit of such Purchased Company; or (iii) during intentionally interfere in any material respect with the Restricted Period, solicit, attempt to solicit or knowingly encourage any customer or supplier of any Purchased Company business relationships (including any Person who has been a customer or supplier of any Purchased Company at any time during the twelve (12) month period immediately whether formed prior to or after the time date of such solicitation or encouragementthis Agreement) to alter, reduce or terminate its business relationship with such Purchased Company; provided, for the avoidance of doubt, solicitation of such between True Digital and customers or suppliers in of True Digital. Notwithstanding the Ordinary Course foregoing, the Shareholders may own, directly or indirectly, solely as an investment, securities of Business unrelated to any Person traded on any national securities exchange if the Shareholders is not a Competing Business shall not constitute controlling Person of, or a violation member of this Section 5.11(a)(iii)a group which controls, such Person and does not, directly or indirectly, own 2% or more of any class of securities of such Person. (b) Notwithstanding Section 5.11(a), none of During the following activities shall constitute a violation of Section 5.11(a): (i) the advertisement of job openings by use of newspapers, magazinesRestricted Period, the internet Shareholders shall not, and other media shall not permit any of their respective Affiliates to, directly or indirectly, solicit any employee of True Digital or encourage any such employee to leave such employment, except pursuant to a general solicitation which is not directed at specifically to any such employees, consultants or independent contractors of any Purchased Company; (ii) holding up to five per cent (5%) of the outstanding securities of any class of any publicly-traded securities of a company that is engaged in a Competing Business; or (iii) the acquisition of any business or Person (an “Acquired Business”) conducting a Competing Business in the United States provided that, as of the date of such acquisition, the revenue of such Competing Business for the last four fiscal quarters of such Acquired Business for which financial statements have been prepared is not greater than twenty-five per cent (25%) of the total revenue of the Acquired Business for such four fiscal quarter period (and continuing to engage in such acquired Competing Business so long as the foregoing percentage threshold continues to not be exceeded). (c) Notwithstanding anything During the Restricted Period, the Shareholders shall not, and shall not permit any of their respective Affiliates to, directly or indirectly, solicit or entice, or attempt to the contrary set forth hereinsolicit or entice, any clients or customers of True Digital or potential clients or customers of True Digital for purposes of diverting their business or services from True Digital. (d) The Shareholders acknowledge that a breach or threatened breach of this Section 5.2 would give rise to irreparable harm to Cerberus, 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 Shareholders of any of the provisions of Section 5.11(a) (the “Restrictive Covenants”): (i) the Restricted Period shall be tolled during the pendency of any breach of any of the Restrictive Covenants; (ii) Buyer and its Affiliates (including the Purchased Companies) shall have the right and remedysuch obligations, without regard Cerberus shall, in addition to any and all other rights and remedies that may be available remedyto it in respect of such breach, be entitled to (A) have the Restrictive Covenants specifically enforced by 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 post bond). The Shareholders acknowledge that the restrictions contained in this Section 5.2 are reasonable and (B) have issued an injunction restraining any such breach without posting necessary to protect the legitimate interests of Cerberus and constitute a bond; it being understood material inducement to Cerberus to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any breach of covenant contained in this Section 5.2 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any of the Restrictive Covenants would cause irreparable jurisdiction, then any court is expressly empowered to reform such covenant, and material Loss to Buyer and its Affiliates (including the Purchased Companies), the amount of which cannot be readily determined and as to which neither Buyer nor any of its Affiliates (including the Purchased Companies) will have any adequate remedy at Law or in equity; (iii) it is the desire and intent of the parties hereto that the Restrictive Covenants be enforced to the fullest extent permissible under the Laws and public policies applied in each jurisdiction in which enforcement is sought and if any Restrictive Covenant such covenant shall be adjudicated finally to be invalid or unenforceabledeemed reformed, in such Restrictive Covenant shall be amended jurisdiction to the maximum less restrictive time, geographic, product or service, or other limitations permitted under by applicable Law to the extent necessary Law. The covenants contained in order that this Section 5.2 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision be valid and enforceable, the parties hereto hereby expressly acknowledge their desire that in such event such action be taken and the remainder of such Restrictive Covenant as written shall not thereby be affected invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall be given full effect without regard to invalid portions and not invalidate or render unenforceable such amendment covenant or provision in any other jurisdiction. The restrictions in this Section shall apply only with respect to not prohibit the operation service of the Restrictive Covenant in the particular jurisdiction in which such adjudication is made; and (iv) the parties hereto acknowledge and agree that the Restrictive Covenants are necessary for the protection and preservation of the value and the goodwill of Buyer’s and the Purchased Companies’ businesses and are reasonable and valid in geographical and temporal scope and in all other respectsShareholders to Cerberus, True Digital or their respective Affiliates.

Non-Competition; Non-Solicitation. (a) In order for Buyer to have and enjoy the full benefit of the businesses of the Purchased Companies, and as a material inducement to Buyer to enter into this Agreement (without such inducement Buyer would not have entered into this Agreement), Griffon shall not, and shall cause its Subsidiaries to not: (i) for For a period of five two (52) years, years commencing on the Closing Date (the “Restricted Period”), undertakeeach Seller shall not, participate and shall not permit any of its Affiliates to, directly or indirectly, (i) engage in or carry on or be engaged in, or assist others in engaging in the Restricted Business in the Territory; (ii) have any financial or other an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) cause, induce or encourage any material actual or prospective (known to such Seller) client, customer, supplier, or licensor of the Business (including any Person that becomes a client or customer of the Business after the Closing), or any other Person whose primary who has a material business isrelationship with the Business, to terminate or adversely modify any such actual or prospective relationship. Notwithstanding the foregoing, (x) the “Restricted Period” for Overgaag only shall be three (3) years with respect to the geographic areas (A) within the Cambridge, Massachusetts city limits and (B) within a Competing Business anywhere five (5)-mile radius of the Georgetown Location; (y) nothing in this Section 6.3(a) shall be construed to prohibit Xxxxxxx from working as an employee or consultant in the United States;Restricted Business after the expiration or termination of his Independent Contractor Agreement, provided that Xxxxxxx is not involved in the ownership or management of the Person(s) engaged in such Restricted Business in the Territory; and (z) each Seller may own, directly or indirectly, solely as a passive investment, securities of any Person if such Seller is not a controlling Person of, or a member of a group that controls, or otherwise involved in the management of, such Person. (iib) During the Restricted Period, each Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, solicit any person who is or was employed in the Business during the Restricted Period, solicit, attempt to solicit or knowingly encourage any employee or consultant of any Purchased Company (including any individual who has been an employee or consultant of any Purchased Company at any time during the preceding twenty-four (24) month period prior to the time of such solicitation, encouragement or hiring) to resign or leave the employ or service of such Purchased Company or otherwise hire, employ, engage or contract any such employee to leave such employment or consultant to perform services other than for the benefit of hire any such Purchased Company; or (iii) during the Restricted Period, solicit, attempt to solicit or knowingly encourage any customer or supplier of any Purchased Company (including any Person employee who has been a customer or supplier of any Purchased Company at any time during the twelve (12) month period immediately prior to the time of left such solicitation or encouragement) to alteremployment, reduce or terminate its business relationship with such Purchased Company; provided, for the avoidance of doubt, solicitation of such customers or suppliers in the Ordinary Course of Business unrelated except pursuant to a Competing Business shall general solicitation which is not constitute a violation of directed specifically to any such employees; provided that nothing in this Section 5.11(a)(iii). (b6.3(b) Notwithstanding Section 5.11(a), none shall prevent such Seller or any of the following activities shall constitute a violation of Section 5.11(a): its Affiliates from hiring (i) the advertisement of job openings any employee whose employment has been terminated by use of newspapers, magazines, the internet and other media not directed at employees, consultants Buyer or independent contractors of any Purchased Company; (ii) holding up to five per cent after ninety (5%90) of the outstanding securities of any class of any publicly-traded securities of a company that is engaged in a Competing Business; or (iii) the acquisition of any business or Person (an “Acquired Business”) conducting a Competing Business in the United States provided that, as of days from the date of such acquisitiontermination of employment, any employee whose employment has been terminated by the revenue of such Competing Business for the last four fiscal quarters of such Acquired Business for which financial statements have been prepared is not greater than twenty-five per cent (25%) of the total revenue of the Acquired Business for such four fiscal quarter period (and continuing to engage in such acquired Competing Business so long as the foregoing percentage threshold continues to not be exceeded)employee. (c) Notwithstanding anything Each Seller acknowledges that a breach or threatened breach of this Section 6.3 would give rise to the contrary set forth hereinirreparable harm to Buyer, 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 either Seller of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of the provisions of such breach, be entitled to seek equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available in accordance with Section 5.11(a) 10.3 (the “Restrictive Covenants”):without any requirement to post bond). (id) Each Seller acknowledges that the Restricted Period restrictions contained in this Section 6.3 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 6.3 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 or arbitrator is expressly empowered to reform such covenant, and such covenant shall be tolled during the pendency of any breach of any of the Restrictive Covenants; (ii) Buyer and its Affiliates (including the Purchased Companies) shall have the right and remedydeemed reformed, without regard to any other available remedy, to (A) have the Restrictive Covenants specifically enforced by any court of competent in such jurisdiction and (B) have issued an injunction restraining any such breach without posting of a bond; it being understood that any breach of any of the Restrictive Covenants would cause irreparable and material Loss to Buyer and its Affiliates (including the Purchased Companies), the amount of which cannot be readily determined and as to which neither Buyer nor any of its Affiliates (including the Purchased Companies) will have any adequate remedy at Law or in equity; (iii) it is the desire and intent of the parties hereto that the Restrictive Covenants be enforced to the fullest extent permissible under the Laws and public policies applied in each jurisdiction in which enforcement is sought and if any Restrictive Covenant shall be adjudicated finally to be invalid or unenforceable, such Restrictive Covenant shall be amended to the maximum less restrictive time, geographic, product or service or other limitations permitted under by applicable Law to the extent necessary Law. The covenants contained in order that this Section 6.3 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision be valid and enforceable, the parties hereto hereby expressly acknowledge their desire that in such event such action be taken and the remainder of such Restrictive Covenant as written shall not thereby be affected invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall be given full effect without regard to invalid portions and not invalidate or render unenforceable such amendment shall apply only with respect to the operation of the Restrictive Covenant covenant or provision in the particular jurisdiction in which such adjudication is made; and (iv) the parties hereto acknowledge and agree that the Restrictive Covenants are necessary for the protection and preservation of the value and the goodwill of Buyer’s and the Purchased Companies’ businesses and are reasonable and valid in geographical and temporal scope and in all any other respectsjurisdiction.

Non-Competition; Non-Solicitation. (a) In order for Buyer to have and enjoy the full benefit of the businesses of the Purchased Companies, and as a material inducement to Buyer to enter into this Agreement (without such inducement Buyer would not have entered into this Agreement), Griffon shall not, and shall cause its Subsidiaries to not: (i) for For a period of five (5) years, years commencing on the Closing Date (the “Restricted Period”), undertakeno Seller Party shall, participate or shall permit any of its Affiliates to, directly or indirectly, (i) engage in or carry on or be engaged in, or assist others in engaging in the Restricted Business in the Territory; (ii) have any financial or other an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) cause, induce or encourage any material actual or prospective client, customer, supplier or licensor of the Business (including any existing or former client or customer of Seller and any Person that becomes a client or customer of the Business after the Closing), or any other Person whose primary who has a material business isrelationship with the Business, to terminate or modify any such actual or prospective relationship. Notwithstanding the foregoing, the Seller Parties may own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange if the Seller Parties do not control and are not members of a Competing Business anywhere group which controls, such Person and does not, directly or indirectly, in the United States;aggregate, own five percent (5%) or more of any class of securities of such Person. (iib) During the Restricted Period, no Seller Party shall, or shall permit any of its Affiliates to, directly or indirectly, hire or solicit any person who is offered employment by Buyer pursuant to Section 6.01(a) or is or was employed in the Business during the Restricted Period, solicit, attempt to solicit or knowingly encourage any employee or consultant of any Purchased Company (including any individual who has been an employee or consultant of any Purchased Company at any time during the preceding twenty-four (24) month period prior to the time of such solicitation, encouragement or hiring) to resign or leave the employ or service of such Purchased Company or otherwise hire, employ, engage or contract any such employee to leave such employment or consultant to perform services other than for the benefit of hire any such Purchased Company; or (iii) during the Restricted Period, solicit, attempt to solicit or knowingly encourage any customer or supplier of any Purchased Company (including any Person employee who has been left such employment, except pursuant to a customer or supplier of general solicitation which is not directed specifically to any Purchased Company at any time during the twelve (12) month period immediately prior to the time of such solicitation or encouragement) to alter, reduce or terminate its business relationship with such Purchased Companyemployees; provided, for the avoidance of doubt, solicitation of such customers or suppliers that nothing in the Ordinary Course of Business unrelated to a Competing Business shall not constitute a violation of this Section 5.11(a)(iii). (b6.03(b) Notwithstanding Section 5.11(a), none shall prevent any Seller Party or any of the following activities shall constitute a violation of Section 5.11(a): (i) the advertisement of job openings by use of newspapers, magazines, the internet and other media not directed at employees, consultants or independent contractors of its Affiliates from hiring any Purchased Company; (ii) holding up to five per cent (5%) of the outstanding securities of any class of any publicly-traded securities of a company that is engaged in a Competing Business; or (iii) the acquisition of any business or Person (an “Acquired Business”) conducting a Competing Business in the United States provided that, as of employee after 180 days from the date of such acquisition, the revenue termination of such Competing Business for the last four fiscal quarters of such Acquired Business for which financial statements have been prepared is not greater than twenty-five per cent (25%) of the total revenue of the Acquired Business for such four fiscal quarter period (and continuing to engage in such acquired Competing Business so long as the foregoing percentage threshold continues to not be exceeded)employment. (c) Notwithstanding anything Each Seller Party acknowledges that a breach or threatened breach of this Section 6.03 would give rise to the contrary set forth hereinirreparable harm to Buyer, 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 a Seller Party of any of the provisions of Section 5.11(a) (the “Restrictive Covenants”): (i) the Restricted Period shall be tolled during the pendency of any breach of any of the Restrictive Covenants; (ii) such obligations, Buyer and its Affiliates (including the Purchased Companies) shall have the right and remedyshall, without regard in addition to any and all other rights and remedies that may be available remedyto it in respect of such breach, be entitled to (A) have the Restrictive Covenants specifically enforced by 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 post bond). (d) Each Seller Party acknowledges that the restrictions contained in this Section 6.03 are reasonable and (B) have issued an injunction restraining any such breach without posting necessary to protect the legitimate interests of Buyer and constitute a bond; it being understood material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any breach of covenant contained in this Section 6.03 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any of the Restrictive Covenants would cause irreparable jurisdiction, then any court is expressly empowered to reform such covenant, and material Loss to Buyer and its Affiliates (including the Purchased Companies), the amount of which cannot be readily determined and as to which neither Buyer nor any of its Affiliates (including the Purchased Companies) will have any adequate remedy at Law or in equity; (iii) it is the desire and intent of the parties hereto that the Restrictive Covenants be enforced to the fullest extent permissible under the Laws and public policies applied in each jurisdiction in which enforcement is sought and if any Restrictive Covenant such covenant shall be adjudicated finally to be invalid or unenforceabledeemed reformed, in such Restrictive Covenant shall be amended jurisdiction to the maximum less restrictive time, geographic, product or service or other limitations permitted under by applicable Law to the extent necessary Law. The covenants contained in order that this Section 6.03 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision be valid and enforceable, the parties hereto hereby expressly acknowledge their desire that in such event such action be taken and the remainder of such Restrictive Covenant as written shall not thereby be affected invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall be given full effect without regard to invalid portions and not invalidate or render unenforceable such amendment shall apply only with respect to the operation of the Restrictive Covenant covenant or provision in the particular jurisdiction in which such adjudication is made; and (iv) the parties hereto acknowledge and agree that the Restrictive Covenants are necessary for the protection and preservation of the value and the goodwill of Buyer’s and the Purchased Companies’ businesses and are reasonable and valid in geographical and temporal scope and in all any other respectsjurisdiction.

Non-Competition; Non-Solicitation. (a) In order for Buyer to have and enjoy the full benefit of the businesses of the Purchased Companies, and as a material inducement to Buyer to enter into this Agreement (without such inducement Buyer would not have entered into this Agreement), Griffon shall not, and shall cause its Subsidiaries to not: (i) for For a period of five one (51) years, year commencing on the Closing Date (the “Restricted Period”), undertakeno Key Employee shall, participate directly or indirectly, (i) engage in or carry on or be engaged in, or assist others in engaging in the Restricted Business in the Territory; (ii) have any financial or other an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) cause, induce or encourage any actual or prospective client, franchisee, customer, supplier or licensor of the Business (including any existing or former client, franchisee, or customer of any Seller and any Person that becomes a client, franchisee, or customer of the Business after the Closing), or any other Person whose primary who has a business isrelationship with the Business, to terminate or modify any such actual or prospective relationship. Notwithstanding the foregoing, each Key Employee may own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange if such Key Employee is not a Competing Business anywhere controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 1% or more of any class of securities of such Person. (b) During the Restricted Period, no Key Employee shall, and no such Key Employee shall permit any of their Affiliates to, directly or indirectly, hire or solicit any person who is or was employed in the United States; (ii) Business during the Restricted Period, solicit, attempt to solicit or knowingly encourage any employee or consultant of any Purchased Company (including any individual who has been an employee or consultant of any Purchased Company at any time during the preceding twenty-four (24) month period prior to the time of such solicitation, encouragement or hiring) to resign or leave the employ or service of such Purchased Company or otherwise hire, employ, engage or contract any such employee to leave such employment or consultant to perform services other than for the benefit of hire any such Purchased Company; or (iii) during the Restricted Period, solicit, attempt to solicit or knowingly encourage any customer or supplier of any Purchased Company (including any Person employee who has been a customer or supplier of any Purchased Company at any time during the twelve (12) month period immediately prior to the time of left such solicitation or encouragement) to alteremployment, reduce or terminate its business relationship with such Purchased Company; provided, for the avoidance of doubt, solicitation of such customers or suppliers in the Ordinary Course of Business unrelated except pursuant to a Competing Business shall not constitute a violation of this Section 5.11(a)(iii). (b) Notwithstanding Section 5.11(a), none of the following activities shall constitute a violation of Section 5.11(a): (i) the advertisement of job openings by use of newspapers, magazines, the internet and other media general solicitation which is not directed at specifically to any such employees, consultants or independent contractors of any Purchased Company; (ii) holding up to five per cent (5%) of the outstanding securities of any class of any publicly-traded securities of a company that is engaged in a Competing Business; or (iii) the acquisition of any business or Person (an “Acquired Business”) conducting a Competing Business in the United States provided that, as of the date of such acquisition, the revenue of such Competing Business for the last four fiscal quarters of such Acquired Business for which financial statements have been prepared is not greater than twenty-five per cent (25%) of the total revenue of the Acquired Business for such four fiscal quarter period (and continuing to engage in such acquired Competing Business so long as the foregoing percentage threshold continues to not be exceeded). (c) Notwithstanding anything Each Key Employee acknowledges that a breach or threatened breach of this Section 6.08 would give rise to the contrary set forth hereinirreparable harm to Buyer, 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 any Key Employee of any of the provisions of Section 5.11(a) (the “Restrictive Covenants”): (i) the Restricted Period shall be tolled during the pendency of any breach of any of the Restrictive Covenants; (ii) such obligations, Buyer and its Affiliates (including the Purchased Companies) shall have the right and remedyshall, without regard in addition to any and all other rights and remedies that may be available remedyto it in respect of such breach, be entitled to (A) have the Restrictive Covenants specifically enforced by 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 post bond). (d) Each Key Employee acknowledges that the restrictions contained in this Section 6.08 are reasonable and (B) have issued an injunction restraining any such breach without posting necessary to protect the legitimate interests of Buyer and constitute a bond; it being understood material inducement to Buyer, each Seller, and Stockholder to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any breach of covenant contained in this Section 6.08 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any of the Restrictive Covenants would cause irreparable jurisdiction, then any court is expressly empowered to reform such covenant, and material Loss to Buyer and its Affiliates (including the Purchased Companies), the amount of which cannot be readily determined and as to which neither Buyer nor any of its Affiliates (including the Purchased Companies) will have any adequate remedy at Law or in equity; (iii) it is the desire and intent of the parties hereto that the Restrictive Covenants be enforced to the fullest extent permissible under the Laws and public policies applied in each jurisdiction in which enforcement is sought and if any Restrictive Covenant such covenant shall be adjudicated finally to be invalid or unenforceabledeemed reformed, in such Restrictive Covenant shall be amended jurisdiction to the maximum less restrictive time, geographic, product or service or other limitations permitted under by applicable Law to Law. The covenants contained in this Section 6.08 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 extent necessary remaining covenants or provisions hereof, and any such invalidity or unenforceability in order any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction. (e) Each Key Employee acknowledges and agrees that such provision be valid Person will receive from a Seller, on or after the Closing Date, a direct economic benefit in the form of a transaction bonus related to and enforceable, the parties hereto hereby expressly acknowledge their desire that in such event such action be taken and the remainder of such Restrictive Covenant shall not thereby be affected and shall be given full effect without regard to invalid portions and such amendment shall apply only with respect to the operation as a result of the Restrictive Covenant in the particular jurisdiction in which such adjudication is made; and (iv) the parties hereto acknowledge and agree that the Restrictive Covenants are necessary for the protection and preservation Closing of the value transactions contemplated herein. Each Seller and Stockholder acknowledges and agrees that on or after the goodwill Closing Date, one or more of Buyer’s and the Purchased Companies’ businesses and are reasonable and valid in geographical and temporal scope and in all other respectsSellers shall pay such direct economic benefit to each Key Employee.

Non-Competition; Non-Solicitation. (a) In order for Buyer to have and enjoy the full benefit of the businesses of the Purchased Companies, and as a material inducement to Buyer to enter into this Agreement (without such inducement Buyer would not have entered into this Agreement), Griffon shall not, and shall cause its Subsidiaries to not: (i) for For a period of five three (53) years, years commencing on the Closing Date (the “Restricted Period”), undertakeSeller and Owner shall not, participate directly or indirectly, (i) engage in or carry on or be engaged in, or assist others in engaging in the Restricted Business in the Territory; (ii) have any financial or other an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) cause, induce or encourage any material actual client, customer, supplier or licensor of the Business (including any existing or former client or customer of Seller and any Person that becomes a client or customer of the Business after the Closing), or any other Person whose primary who has a material business isrelationship with the Business, to terminate or modify any such actual or prospective relationship. Notwithstanding the foregoing, Seller and Owner may own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange if Seller or Owner, as applicable is not a Competing Business anywhere controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own five percent (5%) or more of any class of securities of such Person. (b) During the Restricted Period, Seller and Owner shall not directly or indirectly, hire or solicit any Person who is offered employment by Purchaser pursuant to Section 10.5(b) or is or was employed in the United States; (ii) Business during the Restricted Period, solicit, attempt to solicit or knowingly encourage any employee or consultant of any Purchased Company (including any individual who has been an employee or consultant of any Purchased Company at any time during the preceding twenty-four (24) month period prior to the time of such solicitation, encouragement or hiring) to resign or leave the employ or service of such Purchased Company or otherwise hire, employ, engage or contract any such employee to leave such employment or consultant to perform services other than for the benefit of hire any such Purchased Company; or (iii) during the Restricted Period, solicit, attempt to solicit or knowingly encourage any customer or supplier of any Purchased Company (including any Person employee who has been left such employment, except pursuant to a customer or supplier of general solicitation which is not directed specifically to any Purchased Company at any time during the twelve (12) month period immediately prior to the time of such solicitation or encouragement) to alter, reduce or terminate its business relationship with such Purchased Companyemployees; provided, for the avoidance of doubt, solicitation of such customers or suppliers that nothing in the Ordinary Course of Business unrelated to a Competing Business shall not constitute a violation of this Section 5.11(a)(iii). (b10.8(b) Notwithstanding Section 5.11(a), none of the following activities shall constitute a violation of Section 5.11(a): prevent Seller from hiring (i) the advertisement of job openings any employee whose employment has been terminated by use of newspapers, magazines, the internet and other media not directed at employees, consultants Purchaser or independent contractors of any Purchased Company; an Affiliate thereof or (ii) holding up to five per cent (5%) of the outstanding securities of any class of any publicly-traded securities of a company that is engaged in a Competing Business; or (iii) the acquisition of any business or Person (an “Acquired Business”) conducting a Competing Business in the United States provided that, as of after 180 days from the date of such acquisitiontermination of employment, any employee whose employment has been terminated by the revenue of such Competing Business for the last four fiscal quarters of such Acquired Business for which financial statements have been prepared is not greater than twenty-five per cent (25%) of the total revenue of the Acquired Business for such four fiscal quarter period (and continuing to engage in such acquired Competing Business so long as the foregoing percentage threshold continues to not be exceeded)employee. (c) Notwithstanding anything Each of Seller and Owner acknowledges that a breach or threatened breach of this Section 10.8 would give rise to the contrary set forth hereinirreparable harm to 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 Seller or Owner of any of the provisions of Section 5.11(a) (the “Restrictive Covenants”): (i) the Restricted Period shall be tolled during the pendency of any breach of any of the Restrictive Covenants; (ii) Buyer and its Affiliates (including the Purchased Companies) shall have the right and remedysuch obligations, without regard Purchaser shall, in addition to any and all other rights and remedies that may be available remedyto it in respect of such breach, be entitled to (A) have the Restrictive Covenants specifically enforced by 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 post bond). (d) Each of Seller and (B) have issued an injunction restraining any such breach without posting Owner acknowledges that the restrictions contained in this Section 10.8 are reasonable and necessary to protect the legitimate interests of Purchaser and constitute a bond; it being understood material inducement to Purchaser to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any breach of covenant contained in this Section 10.8 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Legal Requirement in any of the Restrictive Covenants would cause irreparable jurisdiction, then any court is expressly empowered to reform such covenant, and material Loss to Buyer and its Affiliates (including the Purchased Companies), the amount of which cannot be readily determined and as to which neither Buyer nor any of its Affiliates (including the Purchased Companies) will have any adequate remedy at Law or in equity; (iii) it is the desire and intent of the parties hereto that the Restrictive Covenants be enforced to the fullest extent permissible under the Laws and public policies applied in each jurisdiction in which enforcement is sought and if any Restrictive Covenant such covenant shall be adjudicated finally to be invalid or unenforceabledeemed reformed, in such Restrictive Covenant shall be amended jurisdiction to the maximum less restrictive time, geographic, product or service or other limitations permitted under by applicable Law to the extent necessary Legal Requirement. The covenants contained in order that this Section 10.8 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision be valid and enforceable, the parties hereto hereby expressly acknowledge their desire that in such event such action be taken and the remainder of such Restrictive Covenant as written shall not thereby be affected invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall be given full effect without regard to invalid portions and not invalidate or render unenforceable such amendment shall apply only with respect to the operation of the Restrictive Covenant covenant or provision in the particular jurisdiction in which such adjudication is made; and (iv) the parties hereto acknowledge and agree that the Restrictive Covenants are necessary for the protection and preservation of the value and the goodwill of Buyer’s and the Purchased Companies’ businesses and are reasonable and valid in geographical and temporal scope and in all any other respectsjurisdiction.

Non-Competition; Non-Solicitation. (a) In order for Buyer to For a period of three years commencing on the Closing Date (the "Restricted Period"), Sellers shall not, and shall not permit any of its Affiliates to, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have and enjoy an interest in any Person that engages directly or indirectly in the full benefit Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) cause, induce or encourage any material actual or prospective client, customer, supplier or licensor of the businesses Business (including any existing or former client or customer of Sellers and any Person that becomes a client or customer of the Purchased CompaniesBusiness after the Closing), or any other Person who has a material business relationship with the Business, to terminate or modify any such actual or prospective relationship. Notwithstanding the foregoing, Sellers may own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange if Sellers is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 2% or more of any class of securities of such Person. (b) During the Restricted Period, Sellers shall not, and as shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any person who is offered employment by Buyer pursuant to Section 6.05(a) or is or was employed in the Business during the Restricted Period, or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 6.07(b) shall prevent Sellers or any of its Affiliates from hiring (i) any employee whose employment has been terminated by Buyer or (ii) after 180 days from the date of termination of employment, any employee whose employment has been terminated by the employee. (c) Sellers acknowledges that a breach or threatened breach of this Section 6.07would give rise to irreparable harm to Buyer, 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 Sellers of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to 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 post bond). (d) Sellers acknowledges that the restrictions contained in this Section 6.07 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement (without such inducement Buyer would not have entered into and consummate the transactions contemplated by this Agreement). In the event that any covenant contained in this Section 6.07 should ever be adjudicated to exceed the time, Griffon shall notgeographic, 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 cause its Subsidiaries be deemed reformed, in such jurisdiction to not: (i) for a period of five (5) yearsthe maximum time, commencing on the Closing Date (the “Restricted Period”)geographic, undertake, participate in product or carry on or be engaged in, or have any financial service or other interest limitations permitted by applicable Law. The covenants contained in this Section 6.07 and each provision hereof is 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 Person whose primary business is, a Competing Business anywhere in the United States; (ii) during the Restricted Period, solicit, attempt to solicit or knowingly encourage any employee or consultant of any Purchased Company (including any individual who has been an employee or consultant of any Purchased Company at any time during the preceding twenty-four (24) month period prior to the time of such solicitation, encouragement or hiring) to resign or leave the employ or service of such Purchased Company or otherwise hire, employ, engage or contract any such employee or consultant to perform services other than for the benefit of such Purchased Company; or (iii) during the Restricted Period, solicit, attempt to solicit or knowingly encourage any customer or supplier of any Purchased Company (including any Person who has been a customer or supplier of any Purchased Company at any time during the twelve (12) month period immediately prior to the time of such solicitation or encouragement) to alter, reduce or terminate its business relationship with such Purchased Company; provided, for the avoidance of doubt, solicitation of such customers or suppliers in the Ordinary Course of Business unrelated to a Competing Business shall not constitute a violation of this Section 5.11(a)(iii)jurisdiction. (be) Notwithstanding Section 5.11(a)the foregoing, none of the following activities Xx Xxxxx shall constitute a violation of Section 5.11(a): (i) the advertisement of job openings by use of newspapersbe free to pursue his business venture in Nunn, magazines, the internet and other media not directed at employees, consultants or independent contractors of any Purchased Company; (ii) holding up to five per cent (5%) of the outstanding securities of any class of any publicly-traded securities of a company that is engaged in a Competing Business; or (iii) the acquisition of any business or Person (an “Acquired Business”) conducting a Competing Business in the United States provided thatColorado with Xxxx Xxxxxxx, as of the date of such acquisitionpreviously disclosed to Buyer, the revenue of such Competing Business for the last four fiscal quarters of such Acquired Business for which financial statements have been prepared is not greater than twenty-five per cent (25%) of the total revenue of the Acquired Business for such four fiscal quarter period (and continuing to engage in such acquired Competing Business as well as other business ventures with Xxxx Xxxxxxx, so long as the foregoing percentage threshold continues they do not interfere with his employment obligations to not be exceeded)Buyer. (c) Notwithstanding anything to the contrary set forth herein, in the event of a breach of any of the provisions of Section 5.11(a) (the “Restrictive Covenants”): (i) the Restricted Period shall be tolled during the pendency of any breach of any of the Restrictive Covenants; (ii) Buyer and its Affiliates (including the Purchased Companies) shall have the right and remedy, without regard to any other available remedy, to (A) have the Restrictive Covenants specifically enforced by any court of competent jurisdiction and (B) have issued an injunction restraining any such breach without posting of a bond; it being understood that any breach of any of the Restrictive Covenants would cause irreparable and material Loss to Buyer and its Affiliates (including the Purchased Companies), the amount of which cannot be readily determined and as to which neither Buyer nor any of its Affiliates (including the Purchased Companies) will have any adequate remedy at Law or in equity; (iii) it is the desire and intent of the parties hereto that the Restrictive Covenants be enforced to the fullest extent permissible under the Laws and public policies applied in each jurisdiction in which enforcement is sought and if any Restrictive Covenant shall be adjudicated finally to be invalid or unenforceable, such Restrictive Covenant shall be amended to the maximum less restrictive limitations permitted under applicable Law to the extent necessary in order that such provision be valid and enforceable, the parties hereto hereby expressly acknowledge their desire that in such event such action be taken and the remainder of such Restrictive Covenant shall not thereby be affected and shall be given full effect without regard to invalid portions and such amendment shall apply only with respect to the operation of the Restrictive Covenant in the particular jurisdiction in which such adjudication is made; and (iv) the parties hereto acknowledge and agree that the Restrictive Covenants are necessary for the protection and preservation of the value and the goodwill of Buyer’s and the Purchased Companies’ businesses and are reasonable and valid in geographical and temporal scope and in all other respects.

Non-Competition; Non-Solicitation. (a) In order for Buyer to have and enjoy the full benefit of the businesses of the Purchased Companies, and as a material inducement to Buyer to enter into this Agreement (without such inducement Buyer would not have entered into this Agreement), Griffon shall not, and shall cause its Subsidiaries to not: (i) for For a period of five two (52) years, years commencing on the Closing Date (the “Restricted Period”), undertakeSeller shall not directly or indirectly, participate (i) engage in or carry on assist others in engaging in the Restricted Business; or be engaged in, or (ii) have any financial or other an interest in any other Person whose primary business is, a Competing Business anywhere that engages directly or indirectly in the United States;Restricted Business in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant, provided, however, that Seller may continue to own its equity interests in Purchaser and Longroot Holding (Thailand) without violating this Section 4.2. Notwithstanding the foregoing, Seller may own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange if Seller is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 5% or more of any class of securities of such Person. (iib) During the Restricted Period, Seller shall not, and shall not permit any of its Representatives to, directly or indirectly, hire or solicit any person who is or was employed by the Longroot Group Companies during the Restricted Period, solicit, attempt to solicit or knowingly encourage any employee or consultant of any Purchased Company (including any individual who has been an employee or consultant of any Purchased Company at any time during the preceding twenty-four (24) month period prior to the time of such solicitation, encouragement or hiring) to resign or leave the employ or service of such Purchased Company or otherwise hire, employ, engage or contract any such employee to leave such employment or consultant to perform services other than for the benefit of hire any such Purchased Company; or (iii) during the Restricted Period, solicit, attempt to solicit or knowingly encourage any customer or supplier of any Purchased Company (including any Person employee who has been a customer or supplier of any Purchased Company at any time during the twelve (12) month period immediately prior to the time of left such solicitation or encouragement) to alter, reduce or terminate its business relationship with such Purchased Company; provided, for the avoidance of doubt, solicitation of such customers or suppliers in the Ordinary Course of Business unrelated to a Competing Business shall not constitute a violation of this Section 5.11(a)(iii). (b) Notwithstanding Section 5.11(a), none of the following activities shall constitute a violation of Section 5.11(a): (i) the advertisement of job openings by use of newspapers, magazines, the internet and other media not directed at employees, consultants or independent contractors of any Purchased Company; (ii) holding up to five per cent (5%) of the outstanding securities of any class of any publicly-traded securities of a company that is engaged in a Competing Business; or (iii) the acquisition of any business or Person (an “Acquired Business”) conducting a Competing Business in the United States provided that, as of the date of such acquisition, the revenue of such Competing Business for the last four fiscal quarters of such Acquired Business for which financial statements have been prepared is not greater than twenty-five per cent (25%) of the total revenue of the Acquired Business for such four fiscal quarter period (and continuing to engage in such acquired Competing Business so long as the foregoing percentage threshold continues to not be exceeded)employment. (c) Notwithstanding anything Seller acknowledges that a breach or threatened breach of this Section 4.2 would give rise to the contrary set forth hereinirreparable harm to 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 Seller of any of the provisions of Section 5.11(a) (the “Restrictive Covenants”): (i) the Restricted Period shall be tolled during the pendency of any breach of any of the Restrictive Covenants; (ii) Buyer and its Affiliates (including the Purchased Companies) shall have the right and remedysuch obligations, without regard Purchaser shall, in addition to any and all other rights and remedies that may be available remedyto it in respect of such breach, be entitled to (A) have the Restrictive Covenants specifically enforced by 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 and (B) have issued an injunction restraining without any such breach without posting of a requirement to post bond; it being understood that any breach of any of the Restrictive Covenants would cause irreparable and material Loss to Buyer and its Affiliates (including the Purchased Companies), the amount of which cannot be readily determined and as to which neither Buyer nor any of its Affiliates (including the Purchased Companies) will have any adequate remedy at Law or in equity;. (iiid) it is the desire and intent of the parties hereto Seller acknowledges that the Restrictive Covenants be enforced restrictions contained in this Section 4.2 are reasonable and necessary to protect the fullest extent permissible under legitimate interests of Purchaser and constitute a material inducement to Purchaser to enter into this Agreement and consummate the Laws transactions contemplated by this Agreement. If any covenant contained in this Section 4.2 is ever 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 public policies applied in each jurisdiction in which enforcement is sought and if any Restrictive Covenant such covenant shall be adjudicated finally to be invalid or unenforceabledeemed reformed, in such Restrictive Covenant shall be amended jurisdiction to the maximum less restrictive time, geographic, product or service or other limitations permitted under by applicable Law to the extent necessary Law. The covenants contained in order that this Section and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision be valid and enforceable, the parties hereto hereby expressly acknowledge their desire that in such event such action be taken and the remainder of such Restrictive Covenant as written shall not thereby be affected invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall be given full effect without regard to invalid portions and not invalidate or render unenforceable such amendment shall apply only with respect to the operation of the Restrictive Covenant covenant or provision in the particular jurisdiction in which such adjudication is made; andany other jurisdiction. (ive) the parties hereto acknowledge For purposes of this Agreement, (i) “Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement or rule of law of any governmental authority, and agree that the Restrictive Covenants are necessary for the protection and preservation of the value and the goodwill of Buyer’s and the Purchased Companies’ businesses and are reasonable and valid in geographical and temporal scope and in all (ii) “Person” means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association or other respectsentity.

Non-Competition; Non-Solicitation. (a) In order for Buyer to have and enjoy the full benefit of the businesses of the Purchased Companies, and as a material inducement to Buyer to enter into this Agreement (without such inducement Buyer would not have entered into this Agreement), Griffon shall not, and shall cause its Subsidiaries to not: (i) for For a period of five four (54) years, years commencing on the Closing Date (the “Restricted Period”), undertakeno Seller Entity nor any Shareholder (each, participate a “Restricted Person”) shall, nor shall any Restricted Person permit any of its Affiliates to, directly or indirectly (except as an employee of Buyer or any Affiliate of Buyer), (i) engage in or carry on or be engaged in, or assist others in engaging in the Restricted Business in the Territory; (ii) have any financial or other an interest in any other Person whose primary business is, a Competing Business anywhere that engages directly or indirectly in the United States; Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iiiii) during the Restricted Periodcause, solicit, attempt to solicit induce or knowingly encourage any employee actual or consultant prospective client, customer, supplier or licensor of any Purchased Company the Business (including any individual who has been an employee existing or consultant former client or customer of a Seller Entity and any Purchased Company at Person that becomes a client or customer of the Business after the Closing), or any time during the preceding twenty-four (24) month period prior to the time of such solicitation, encouragement or hiring) to resign or leave the employ or service of such Purchased Company or otherwise hire, employ, engage or contract any such employee or consultant to perform services other than for the benefit of such Purchased Company; or (iii) during the Restricted Period, solicit, attempt to solicit or knowingly encourage any customer or supplier of any Purchased Company (including any Person who has been a customer or supplier of any Purchased Company at any time during the twelve (12) month period immediately prior to the time of such solicitation or encouragement) to alter, reduce or terminate its business relationship with the Business, to terminate or modify any such Purchased Company; providedactual or prospective relationship. Notwithstanding the foregoing, for the avoidance a Restricted Person may own, directly or indirectly, solely as an investment, securities of doubtany Person traded on any national securities exchange if such Restricted Person is not a controlling Person of, solicitation or a member of a group which controls, such Person and does not, directly or indirectly, own 2% or more of any class of securities of such customers or suppliers in the Ordinary Course of Business unrelated to a Competing Business shall not constitute a violation of this Section 5.11(a)(iii)Person. (b) Notwithstanding During the Restricted Period, no Restricted Person shall, and no Restricted Person shall permit any of its Affiliates to, directly or indirectly, hire or solicit any person who is offered employment by Buyer pursuant to Section 5.11(a)7.06 or is or was employed in the Business, none of the following activities shall constitute or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a violation of Section 5.11(a): (i) the advertisement of job openings by use of newspapers, magazines, the internet and other media general solicitation which is not directed at specifically to any such employees, consultants or independent contractors of any Purchased Company; (ii) holding up to five per cent (5%) of the outstanding securities of any class of any publicly-traded securities of a company that is engaged in a Competing Business; or (iii) the acquisition of any business or Person (an “Acquired Business”) conducting a Competing Business in the United States provided that, as of the date of such acquisition, the revenue of such Competing Business for the last four fiscal quarters of such Acquired Business for which financial statements have been prepared is not greater than twenty-five per cent (25%) of the total revenue of the Acquired Business for such four fiscal quarter period (and continuing to engage in such acquired Competing Business so long as the foregoing percentage threshold continues to not be exceeded). (c) Notwithstanding anything Each Restricted Person acknowledges that a breach or threatened breach of this Section 7.07 would give rise to the contrary set forth hereinirreparable harm to Buyer, 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 such Restricted Person of any of the provisions of Section 5.11(a) (the “Restrictive Covenants”): (i) the Restricted Period shall be tolled during the pendency of any breach of any of the Restrictive Covenants; (ii) such obligations, Buyer and its Affiliates (including the Purchased Companies) shall have the right and remedyshall, without regard in addition to any and all other rights and remedies that may be available remedyto it in respect of such breach, be entitled to (A) have the Restrictive Covenants specifically enforced by 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 post bond). (d) Each Restricted Person acknowledges that the restrictions contained in this Section 7.07 are reasonable and (B) have issued an injunction restraining any such breach without posting necessary to protect the legitimate interests of Buyer and constitute a bond; it being understood material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any breach of covenant contained in this Section 7.07 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any of the Restrictive Covenants would cause irreparable jurisdiction, then any court is expressly empowered to reform such covenant, and material Loss to Buyer and its Affiliates (including the Purchased Companies), the amount of which cannot be readily determined and as to which neither Buyer nor any of its Affiliates (including the Purchased Companies) will have any adequate remedy at Law or in equity; (iii) it is the desire and intent of the parties hereto that the Restrictive Covenants be enforced to the fullest extent permissible under the Laws and public policies applied in each jurisdiction in which enforcement is sought and if any Restrictive Covenant such covenant shall be adjudicated finally to be invalid or unenforceabledeemed reformed, in such Restrictive Covenant shall be amended jurisdiction to the maximum less restrictive time, geographic, product or service or other limitations permitted under by applicable Law to the extent necessary Law. The covenants contained in order that this Section 7.07 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision be valid and enforceable, the parties hereto hereby expressly acknowledge their desire that in such event such action be taken and the remainder of such Restrictive Covenant as written shall not thereby be affected invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall be given full effect without regard to invalid portions and not invalidate or render unenforceable such amendment shall apply only with respect to the operation of the Restrictive Covenant covenant or provision in the particular jurisdiction in which such adjudication is made; and (iv) the parties hereto acknowledge and agree that the Restrictive Covenants are necessary for the protection and preservation of the value and the goodwill of Buyer’s and the Purchased Companies’ businesses and are reasonable and valid in geographical and temporal scope and in all any other respectsjurisdiction.

Non-Competition; Non-Solicitation. (a) In order for Buyer to have and enjoy the full benefit of the businesses of the Purchased Companies, and as a material inducement to Buyer to enter into this Agreement (without such inducement Buyer would not have entered into this Agreement), Griffon shall not, and shall cause its Subsidiaries to not: (i) for For a period of five two (52) years, years commencing on the Closing Date (the “Restricted Period”), undertakeSellers and the Principal Members each shall not, participate and shall not permit any of their respective Affiliates to, directly or indirectly, (i) engage in or carry on or be engaged in, or assist others in engaging in the Restricted Business in the Territory; (ii) have any financial or other an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) cause, induce or encourage any material actual or prospective supplier or licensor of the Business, or any other Person whose primary who has a material business isrelationship with the Business, to terminate or modify any such actual or prospective relationship. Notwithstanding the foregoing, Sellers and the Principal Members each may own, directly or indirectly, solely as an investment, securities of any Restricted Business traded on any national securities exchange if Sellers are not a Competing Business anywhere controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 5% or more of any class of securities of such Person. (b) During the Restricted Period, Sellers and the Principal Members each shall not, and shall not permit any of their respective Affiliates to, directly or indirectly, hire or solicit any person who is offered employment by Buyer pursuant to Section 6.05, or is or was employed in the United States; (ii) Business during the Restricted Period, solicit, attempt to solicit or knowingly encourage any employee or consultant of any Purchased Company (including any individual who has been an employee or consultant of any Purchased Company at any time during the preceding twenty-four (24) month period prior to the time of such solicitation, encouragement or hiring) to resign or leave the employ or service of such Purchased Company or otherwise hire, employ, engage or contract any such employee to leave such employment or consultant to perform services other than for the benefit of hire any such Purchased Company; or (iii) during the Restricted Period, solicit, attempt to solicit or knowingly encourage any customer or supplier of any Purchased Company (including any Person employee who has been left such employment, except pursuant to a customer or supplier of general solicitation which is not directed specifically to any Purchased Company at any time during the twelve (12) month period immediately prior to the time of such solicitation or encouragement) to alter, reduce or terminate its business relationship with such Purchased Companyemployees; provided, for the avoidance of doubt, solicitation of such customers or suppliers that nothing in the Ordinary Course of Business unrelated to a Competing Business shall not constitute a violation of this Section 5.11(a)(iii). (b6.07(b) Notwithstanding Section 5.11(a)shall prevent Sellers, none the Principal Members or any of their respective Affiliates from retaining the following activities shall constitute a violation services of Section 5.11(a): (i) the advertisement of job openings any employee whose employment has been terminated by use of newspapers, magazines, the internet and other media not directed at employees, consultants Buyer (or independent contractors of any Purchased Company; its applicable Affiliate) or (ii) holding up to five per cent (5%) after 180 days from the date of termination of employment, any employee whose employment has been terminated by the outstanding securities of any class of any publicly-traded securities of a company that is engaged in a Competing Businessemployee; or (iii) the acquisition any corporate level employee of any business or Person (an “Acquired Business”) conducting a Competing Business KPW as contemplated in the United States provided thatManagement Agreement, as that does not accept employment with Buyer or on a part-time basis to assist with operation of the date of such acquisition, the revenue of such Competing Business for the last four fiscal quarters of such Acquired Business for which financial statements have been prepared is not greater than twenty-five per cent (25%) of the total revenue of the Acquired Business for such four fiscal quarter period (and continuing to engage Wings Across America in such acquired Competing Business so long as the foregoing percentage threshold continues to not be exceeded)Maryland. (c) Notwithstanding anything Sellers and the Principal Members each acknowledge that a breach or threatened breach of this Section 6.07 would give rise to the contrary set forth hereinirreparable harm to Buyer, 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 Sellers or the Principal Members of any of the provisions of Section 5.11(a) (the “Restrictive Covenants”): (i) the Restricted Period shall be tolled during the pendency of any breach of any of the Restrictive Covenants; (ii) such obligations, Buyer and its Affiliates (including the Purchased Companies) shall have the right and remedyshall, without regard in addition to any and all other rights and remedies that may be available remedyto it in respect of such breach, be entitled to (A) have the Restrictive Covenants specifically enforced by 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 post bond). (d) Sellers and (B) have issued an injunction restraining any such breach without posting the Principal Members each acknowledge that the restrictions contained in this Section 6.07 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a bond; it being understood material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any breach of covenant contained in this Section 6.07 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any of the Restrictive Covenants would cause irreparable jurisdiction, then any court is expressly empowered to reform such covenant, and material Loss to Buyer and its Affiliates (including the Purchased Companies), the amount of which cannot be readily determined and as to which neither Buyer nor any of its Affiliates (including the Purchased Companies) will have any adequate remedy at Law or in equity; (iii) it is the desire and intent of the parties hereto that the Restrictive Covenants be enforced to the fullest extent permissible under the Laws and public policies applied in each jurisdiction in which enforcement is sought and if any Restrictive Covenant such covenant shall be adjudicated finally to be invalid or unenforceabledeemed reformed, in such Restrictive Covenant shall be amended jurisdiction to the maximum less restrictive time, geographic, product or service or other limitations permitted under by applicable Law to Law. The covenants contained in this Section 6.07 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 extent necessary remaining covenants or provisions hereof, and any such invalidity or unenforceability in order that any jurisdiction shall not invalidate or render unenforceable such covenant or provision be valid and enforceable, the parties hereto hereby expressly acknowledge their desire that in such event such action be taken any other jurisdiction. (e) The obligations of Sellers and the remainder of such Restrictive Covenant shall not thereby be affected Principal Members under this Section 6.07 are joint and several; provided however, that no Principal Member shall be given full effect without regard to invalid portions and such amendment shall apply only with respect to the operation of the Restrictive Covenant in the particular jurisdiction in which such adjudication is made; and (iv) the parties hereto acknowledge and agree that the Restrictive Covenants are necessary liable for the protection and preservation breach of the value and the goodwill of Buyer’s and the Purchased Companies’ businesses and are reasonable and valid in geographical and temporal scope and in all this Section 6.07 by any other respectsPrincipal Member.

Non-Competition; Non-Solicitation. (a) In order for Buyer to have and enjoy the full benefit of the businesses of the Purchased Companies, and as a material inducement to Buyer to enter into this Agreement (without such inducement Buyer would not have entered into this Agreement), Griffon shall not, and shall cause its Subsidiaries to not: (i) for For a period of five (5) years, years commencing on the Closing Date (the “Restricted Period”;” (other than with respect to those jurisdictions in which a five-year restrictive period would result in the infringement of anti-competition law which may be punishable as a criminal offense, in which case the Restricted Period for such jurisdiction shall be limited to three years from the Closing Date)), undertakeother than as contemplated by the Transition Services and Resupply Agreement, participate Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly: (i) engage in or carry on or be engaged in, or the Restricted Business in the Territory; (ii) have any financial or other an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) cause or knowingly induce or encourage any material supplier or licensor of the technology, goods or services associated with the Purchased Assets, or any other Person whose primary who has a material business isrelationship with the research and development activities associated with the Purchased Assets, a Competing Business anywhere in to terminate or modify any such actual or prospective relationship or lessen the United States; amount of business they do with either Buyer (or its Affiliates) with respect to such Buyer’s (or its Affiliates’) use of the Purchased Assets. Notwithstanding the foregoing, Seller may own, directly or indirectly: (i) capital stock of Xenetic; and (ii) solely as an investment, securities of any Person traded on any national securities exchange if Seller is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 10% or more of any class of securities of such Person. (b) During the Restricted Period, Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any person who is offered employment by either Buyer pursuant to Section 6.04(a) or is or was employed by either Buyer or its Affiliates with respect to activities associated with the Purchased Assets during the Restricted Period, solicit, attempt to solicit or knowingly encourage any employee or consultant of any Purchased Company (including any individual who has been an employee or consultant of any Purchased Company at any time during the preceding twenty-four (24) month period prior to the time of such solicitation, encouragement or hiring) to resign or leave the employ or service of such Purchased Company or otherwise hire, employ, engage or contract any such employee to leave such employment or consultant to perform services other than for the benefit of hire any such Purchased Company; or (iii) during the Restricted Period, solicit, attempt to solicit or knowingly encourage any customer or supplier of any Purchased Company (including any Person employee who has been left such employment, except pursuant to a customer or supplier of general solicitation which is not directed specifically to any Purchased Company at any time during the twelve (12) month period immediately prior to the time of such solicitation or encouragement) to alter, reduce or terminate its business relationship with such Purchased Companyemployees; provided, for the avoidance of doubt, solicitation of such customers or suppliers that nothing in the Ordinary Course of Business unrelated to a Competing Business shall not constitute a violation of this Section 5.11(a)(iii). (b6.06(b) Notwithstanding Section 5.11(a), none shall prevent Seller or any of the following activities shall constitute a violation of Section 5.11(a): its Affiliates from hiring (i) the advertisement of job openings any employee whose employment has been terminated by use of newspapers, magazines, the internet and other media not directed at employees, consultants a Buyer or independent contractors of any Purchased Company; (ii) holding up to five per cent (5%) of the outstanding securities of any class of any publicly-traded securities of a company that is engaged in a Competing Business; or (iii) the acquisition of any business or Person (an “Acquired Business”) conducting a Competing Business in the United States provided that, as of after 180 days from the date of such acquisitiontermination of employment, any employee whose employment has been terminated by the revenue of such Competing Business for the last four fiscal quarters of such Acquired Business for which financial statements have been prepared is not greater than twenty-five per cent (25%) of the total revenue of the Acquired Business for such four fiscal quarter period (and continuing to engage in such acquired Competing Business so long as the foregoing percentage threshold continues to not be exceeded)employee. (c) Notwithstanding anything Seller acknowledges that a breach or threatened breach of this Section 6.06 would give rise to the contrary set forth hereinirreparable harm to Buyers, 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 Seller of any of the provisions of Section 5.11(a) (the “Restrictive Covenants”): (i) the Restricted Period shall be tolled during the pendency of any breach of any of the Restrictive Covenants; (ii) Buyer and its Affiliates (including the Purchased Companies) shall have the right and remedysuch obligations, without regard Buyers shall, in addition to any and all other rights and remedies that may be available remedyto it in respect of such breach, be entitled to (A) have the Restrictive Covenants specifically enforced by seek 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 post bond). (d) Seller acknowledges that the restrictions contained in this Section 6.06 are reasonable and (B) have issued an injunction restraining any such breach without posting necessary to protect the legitimate interests of Buyers and constitute a bond; it being understood material inducement to Buyers to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any breach of covenant contained in this Section 6.06 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any of the Restrictive Covenants would cause irreparable jurisdiction, then any court is expressly empowered to reform such covenant, and material Loss to Buyer and its Affiliates (including the Purchased Companies), the amount of which cannot be readily determined and as to which neither Buyer nor any of its Affiliates (including the Purchased Companies) will have any adequate remedy at Law or in equity; (iii) it is the desire and intent of the parties hereto that the Restrictive Covenants be enforced to the fullest extent permissible under the Laws and public policies applied in each jurisdiction in which enforcement is sought and if any Restrictive Covenant such covenant shall be adjudicated finally to be invalid or unenforceabledeemed reformed, in such Restrictive Covenant shall be amended jurisdiction to the maximum less restrictive time, geographic, product or service or other limitations permitted under by applicable Law to the extent necessary Law. The covenants contained in order that this Section 6.06 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision be valid and enforceable, the parties hereto hereby expressly acknowledge their desire that in such event such action be taken and the remainder of such Restrictive Covenant as written shall not thereby be affected invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall be given full effect without regard to invalid portions and not invalidate or render unenforceable such amendment shall apply only with respect to the operation of the Restrictive Covenant covenant or provision in the particular jurisdiction in which such adjudication is made; and (iv) the parties hereto acknowledge and agree that the Restrictive Covenants are necessary for the protection and preservation of the value and the goodwill of Buyer’s and the Purchased Companies’ businesses and are reasonable and valid in geographical and temporal scope and in all any other respectsjurisdiction.

Non-Competition; Non-Solicitation. (a) In order for Buyer to have and enjoy the full benefit of the businesses of the Purchased Companies, and as a material inducement to Buyer to enter into this Agreement (without such inducement Buyer would not have entered into this Agreement), Griffon shall not, and shall cause its Subsidiaries to not: (i) for For a period of five three (53) years, years commencing on the Closing Date (the “Restricted Period”), undertakeSeller shall not, participate in or carry on or be engaged in, or have any financial or other interest in any other Person whose primary business is, a Competing Business anywhere in the United States; (ii) during the Restricted Period, solicit, attempt to solicit or knowingly encourage any employee or consultant of any Purchased Company (including any individual who has been an employee or consultant of any Purchased Company at any time during the preceding twenty-four (24) month period prior to the time of such solicitation, encouragement or hiring) to resign or leave the employ or service of such Purchased Company or otherwise hire, employ, engage or contract any such employee or consultant to perform services other than for the benefit of such Purchased Company; or (iii) during the Restricted Period, solicit, attempt to solicit or knowingly encourage any customer or supplier of any Purchased Company (including any Person who has been a customer or supplier of any Purchased Company at any time during the twelve (12) month period immediately prior to the time of such solicitation or encouragement) to alter, reduce or terminate its business relationship with such Purchased Company; provided, for the avoidance of doubt, solicitation of such customers or suppliers in the Ordinary Course of Business unrelated to a Competing Business and shall not constitute a violation permit any of this Section 5.11(a)(iii). (b) Notwithstanding Section 5.11(a)its Affiliates to, none of the following activities shall constitute a violation of Section 5.11(a): directly or indirectly, (i) engage in or assist others in engaging in the advertisement of job openings by use of newspapers, magazines, Restricted Business in the internet and other media not directed at employees, consultants or independent contractors of any Purchased CompanyTerritory; (ii) holding up to five per cent (5%) of have an interest in any Person that engages directly or indirectly in the outstanding securities of Restricted Business in the Territory in any class of any publicly-traded securities of capacity, including as a company that is engaged in a Competing Businesspartner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) intentionally interfere in any material respect with the acquisition of any business relationships (whether formed prior to or Person (an “Acquired Business”) conducting a Competing Business in the United States provided that, as of after the date of this Agreement) between the Company and customers or suppliers of the Company. Notwithstanding the foregoing, Seller may own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange if Seller is not a controlling Person of, or a member of a group which controls, such acquisitionPerson and does not, the revenue directly or indirectly, own 5% or more of any class of securities of such Competing Business for the last four fiscal quarters of such Acquired Business for which financial statements have been prepared is not greater than twenty-five per cent (25%) of the total revenue of the Acquired Business for such four fiscal quarter period (and continuing to engage in such acquired Competing Business so long as the foregoing percentage threshold continues to not be exceeded)Person. (c) Notwithstanding anything During the Restricted Period, Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, solicit or entice, or attempt to solicit or entice, any clients or customers of the contrary set forth hereinCompany or potential clients or customers of the Company for purposes of diverting their business or services from the Company. (d) Seller acknowledges that a breach or threatened breach of this 0 would give rise to irreparable harm to Buyer, 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 Seller of any of the provisions of Section 5.11(a) (the “Restrictive Covenants”): (i) the Restricted Period shall be tolled during the pendency of any breach of any of the Restrictive Covenants; (ii) such obligations, Buyer and its Affiliates (including the Purchased Companies) shall have the right and remedyshall, without regard in addition to any and all other rights and remedies that may be available remedyto it in respect of such breach, be entitled to (A) have the Restrictive Covenants specifically enforced by 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 post bond). (e) Seller acknowledges that the restrictions contained in this Section 5.06 are reasonable and (B) have issued an injunction restraining any such breach without posting necessary to protect the legitimate interests of Buyer and constitute a bond; it being understood material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any breach of covenant contained in this Section 5.06 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any of the Restrictive Covenants would cause irreparable jurisdiction, then any court is expressly empowered to reform such covenant, and material Loss to Buyer and its Affiliates (including the Purchased Companies), the amount of which cannot be readily determined and as to which neither Buyer nor any of its Affiliates (including the Purchased Companies) will have any adequate remedy at Law or in equity; (iii) it is the desire and intent of the parties hereto that the Restrictive Covenants be enforced to the fullest extent permissible under the Laws and public policies applied in each jurisdiction in which enforcement is sought and if any Restrictive Covenant such covenant shall be adjudicated finally to be invalid or unenforceabledeemed reformed, in such Restrictive Covenant shall be amended jurisdiction to the maximum less restrictive time, geographic, product or service, or other limitations permitted under by applicable Law Law. The covenants contained in this Section 5.06 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. (f) Notwithstanding anything herein or in any Employment Agreement between Seller and Buyer to the extent necessary in order that such provision be valid contrary, if the terms of this Agreement conflict with the terms of any Employment Agreement between Seller and enforceableBuyer, the parties hereto hereby expressly acknowledge their desire that in such event such action be taken and the remainder terms of such Restrictive Covenant this Agreement shall not thereby be affected and shall be given full effect without regard to invalid portions and such amendment shall apply only with respect to the operation of the Restrictive Covenant in the particular jurisdiction in which such adjudication is made; and (iv) the parties hereto acknowledge and agree that the Restrictive Covenants are necessary for the protection and preservation of the value and the goodwill of Buyer’s and the Purchased Companies’ businesses and are reasonable and valid in geographical and temporal scope and in all other respectscontrol.

Non-Competition; Non-Solicitation. (a) In order for Buyer to have and enjoy the full benefit of the businesses of the Purchased Companies, and as a material inducement to Buyer to enter into this Agreement (without such inducement Buyer would not have entered into this Agreement), Griffon shall not, and shall cause its Subsidiaries to not: (i) for For a period of five (5) years, years commencing on the Closing Date (the “Restricted Period”), undertakeSeller and Owner shall not, participate and shall not permit any of its Affiliates to, directly or indirectly: (i) engage in or carry on assist others in engaging in the Business (the “Restricted Business”) in the State of Nevada or be engaged in, or Arizona (the “Territory”); (ii) have any financial or other an interest in any other Person whose primary business isthat engages, a Competing Business anywhere directly or indirectly, in the United States; (ii) during Restricted Business in the Restricted PeriodTerritory in any capacity, solicitincluding as a partner, attempt to solicit stockholder, director, officer, member, manager, employee, contractor, principal, agent, volunteer, intern, advisor, or knowingly encourage any employee consultant; or consultant of any Purchased Company (including any individual who has been an employee or consultant of any Purchased Company at any time during the preceding twenty-four (24) month period prior to the time of such solicitation, encouragement or hiring) to resign or leave the employ or service of such Purchased Company or otherwise hire, employ, engage or contract any such employee or consultant to perform services other than for the benefit of such Purchased Company; or (iii) during intentionally interfere in any material respect with the Restricted Period, solicit, attempt to solicit or knowingly encourage any customer or supplier of any Purchased Company business relationships (including any Person who has been a customer or supplier of any Purchased Company at any time during the twelve (12) month period immediately whether formed prior to or after the time date of such solicitation or encouragementthis Agreement) to alter, reduce or terminate its business relationship with such Purchased Company; provided, for the avoidance of doubt, solicitation of such between Seller and customers or suppliers in of Seller. Notwithstanding the Ordinary Course foregoing, Seller and Owner may own, directly or indirectly, solely as an investment, securities of Business unrelated to any Person traded on any national securities exchange if Seller is not a Competing Business shall not constitute controlling Person of, or a violation member of this Section 5.11(a)(iii)a group which controls, such Person and does not, directly or indirectly, own five percent (5%) or more of any class of securities of such Person. (b) Notwithstanding Section 5.11(a)During the Restricted Period, none Seller and Owner shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any employee of Buyer or encourage any employee to leave the following activities shall constitute a violation of Section 5.11(a): (i) the advertisement of job openings by use of newspapers, magazines, the internet and other media not directed at employees, consultants or independent contractors of any Purchased Company; (ii) holding up to five per cent (5%) of the outstanding securities of any class of any publicly-traded securities of a company that is engaged in a Competing Business; or (iii) the acquisition of any business or Person (an “Acquired Business”) conducting a Competing Business in the United States provided that, as of the date of such acquisition, the revenue of such Competing Business for the last four fiscal quarters of such Acquired Business for which financial statements have been prepared is not greater than twenty-five per cent (25%) of the total revenue of the Acquired Business for such four fiscal quarter period (and continuing to engage in such acquired Competing Business so long as the foregoing percentage threshold continues to not be exceeded)Buyer’s employment. (c) Notwithstanding anything Seller and Owner acknowledges that a breach or threatened breach of this Section 6.03 would give rise to the contrary set forth hereinirreparable harm to Buyer, 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 Seller of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of the provisions of Section 5.11(a) such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, or specific performance (the “Restrictive Covenants”):without any requirement to post bond). (id) Seller and Owner acknowledges that the Restricted Period restrictions contained in this Section 6.03 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 6.03 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction or any Governmental Order, then any court is expressly empowered to reform such covenant, and such covenant shall be tolled during the pendency of any breach of any of the Restrictive Covenants; (ii) Buyer and its Affiliates (including the Purchased Companies) shall have the right and remedydeemed reformed, without regard to any other available remedy, to (A) have the Restrictive Covenants specifically enforced by any court of competent in such jurisdiction and (B) have issued an injunction restraining any such breach without posting of a bond; it being understood that any breach of any of the Restrictive Covenants would cause irreparable and material Loss to Buyer and its Affiliates (including the Purchased Companies), the amount of which cannot be readily determined and as to which neither Buyer nor any of its Affiliates (including the Purchased Companies) will have any adequate remedy at Law or in equity; (iii) it is the desire and intent of the parties hereto that the Restrictive Covenants be enforced to the fullest extent permissible under the Laws and public policies applied in each jurisdiction in which enforcement is sought and if any Restrictive Covenant shall be adjudicated finally to be invalid or unenforceable, such Restrictive Covenant shall be amended to the maximum less restrictive time, geographic, product or service, or other limitations permitted under by applicable Law to the extent necessary or such Governmental Order. The covenants contained in order that this Section 6.03 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision be valid and enforceable, the parties hereto hereby expressly acknowledge their desire that in such event such action be taken and the remainder of such Restrictive Covenant as written shall not thereby be affected invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall be given full effect without regard to invalid portions and not invalidate or render unenforceable such amendment shall apply only with respect to the operation of the Restrictive Covenant covenant or provision in the particular jurisdiction in which such adjudication is made; and (iv) the parties hereto acknowledge and agree that the Restrictive Covenants are necessary for the protection and preservation of the value and the goodwill of Buyer’s and the Purchased Companies’ businesses and are reasonable and valid in geographical and temporal scope and in all any other respectsjurisdiction.

Non-Competition; Non-Solicitation. (a) In order for Buyer to have and enjoy The Parties acknowledge the full benefit competitive nature of the businesses Business and accordingly agree, in connection with the sale of the Purchased CompaniesAssets, including the goodwill of the Business, which the Parties consider to be a valuable asset, and as a material inducement to Buyer to enter into this Agreement (without such inducement Buyer would not have entered into this Agreement)in exchange for good and valuable consideration, Griffon shall not, and shall cause its Subsidiaries to not: (i) that for a period of five (5) years, years commencing on the Closing Date (the “Restricted Period”), undertakeSeller shall not, participate and shall not permit any of its Affiliates to, directly or indirectly, (i) engage in or carry on assist others in engaging in the business of designing, manufacturing, marketing or be engaged in, or distributing radar speed detection products for the worldwide (the “Territory”) Restricted Business; (ii) have any financial or other an interest in any other Person whose primary business is, a Competing Business anywhere that engages directly or indirectly in the United States; Restricted Business in the Territory in any capacity, including as a partner, shareholder, director, member, manager, employee, principal, agent, trustee, or consultant; or (iiiii) during cause, induce, or encourage any material actual or prospective client, customer, supplier, or licensor of the Restricted Period, solicit, attempt to solicit or knowingly encourage any employee or consultant of any Purchased Company Business (including any individual who has been an employee existing or consultant former client or customer of Seller and any Purchased Company at any time during the preceding twenty-four (24) month period prior to the time Person that becomes a client or customer of such solicitation, encouragement or hiring) to resign or leave the employ or service of such Purchased Company or otherwise hire, employ, engage or contract any such employee or consultant to perform services other than for the benefit of such Purchased Company; or (iii) during the Restricted PeriodBusiness after the Closing), solicit, attempt to solicit or knowingly encourage any customer or supplier of any Purchased Company (including any other Person who has been a customer or supplier of any Purchased Company at any time during the twelve (12) month period immediately prior to the time of such solicitation or encouragement) to alter, reduce or terminate its material business relationship with the Restricted Business, to terminate or modify any such Purchased Company; providedactual or prospective relationship. Notwithstanding the foregoing, for the avoidance Seller may own, directly or indirectly, solely as an investment, securities of doubtany Person traded on any national securities exchange if Seller is not a controlling Person of, solicitation or a member of a group which controls, such Person and does not, directly or indirectly, own five percent (5%) or more of any class of securities of such customers or suppliers in the Ordinary Course of Business unrelated to a Competing Business shall not constitute a violation of this Section 5.11(a)(iii)Person. (b) Notwithstanding Seller acknowledges that a breach or threatened breach of this Section 5.11(a)5.02 would give rise to irreparable harm to Buyer, none for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of the following activities shall constitute a violation of Section 5.11(a): (i) the advertisement of job openings breach or a threatened breach by use of newspapers, magazines, the internet and other media not directed at employees, consultants or independent contractors Seller of any Purchased Company; (ii) holding up such obligations, Buyer shall, in addition to five per cent (5%) of the outstanding securities of any class of any publicly-traded securities of a company and all other rights and remedies that is engaged may be available to it in a Competing Business; or (iii) the acquisition of any business or Person (an “Acquired Business”) conducting a Competing Business in the United States provided that, as of the date respect of such acquisitionbreach, the revenue be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance, and any other relief that may be available from a court of such Competing Business for the last four fiscal quarters of such Acquired Business for which financial statements have been prepared is not greater than twenty-five per cent competent jurisdiction (25%) of the total revenue of the Acquired Business for such four fiscal quarter period (and continuing without any requirement to engage in such acquired Competing Business so long as the foregoing percentage threshold continues to not be exceededpost bond). (c) Notwithstanding anything Seller acknowledges that the restrictions contained in this Section 5.02 are reasonable and necessary to protect the contrary set forth herein, in legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event of a breach of that any of covenant contained in this Section 5.02 should ever be adjudicated to exceed the provisions of Section 5.11(a) (the “Restrictive Covenants”): (i) the Restricted Period shall be tolled during the pendency of time, geographic, product or service, or other limitations permitted by applicable Law in any breach of jurisdiction or any of the Restrictive Covenants; (ii) Buyer and its Affiliates (including the Purchased Companies) shall have the right and remedyGovernmental Order, without regard to any other available remedy, to (A) have the Restrictive Covenants specifically enforced by then any court of competent is expressly empowered to reform such covenant in such jurisdiction and (B) have issued an injunction restraining any such breach without posting of a bond; it being understood that any breach of any of the Restrictive Covenants would cause irreparable and material Loss to Buyer and its Affiliates (including the Purchased Companies), the amount of which cannot be readily determined and as to which neither Buyer nor any of its Affiliates (including the Purchased Companies) will have any adequate remedy at Law or in equity; (iii) it is the desire and intent of the parties hereto that the Restrictive Covenants be enforced to the fullest extent permissible under the Laws and public policies applied in each jurisdiction in which enforcement is sought and if any Restrictive Covenant shall be adjudicated finally to be invalid or unenforceable, such Restrictive Covenant shall be amended to the maximum less restrictive time, geographic, product or service, or other limitations permitted under by applicable Law to the extent necessary or such Governmental Order. The covenants contained in order that this Section 5.02 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision be valid and enforceable, the parties hereto hereby expressly acknowledge their desire that in such event such action be taken and the remainder of such Restrictive Covenant as written shall not thereby be affected invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall be given full effect without regard to invalid portions and not invalidate or render unenforceable such amendment shall apply only with respect to the operation of the Restrictive Covenant covenant or provision in the particular jurisdiction in which such adjudication is made; and (iv) the parties hereto acknowledge and agree that the Restrictive Covenants are necessary for the protection and preservation of the value and the goodwill of Buyer’s and the Purchased Companies’ businesses and are reasonable and valid in geographical and temporal scope and in all any other respectsjurisdiction.

Non-Competition; Non-Solicitation. (a) In order for Buyer to have For a period of five years commencing on the Closing Date, no Seller shall, and enjoy the full benefit no Seller shall permit any member of the businesses Seller Group to, directly or indirectly, (i) engage in or assist others in engaging in a business that competes, directly or indirectly, with the Business (the “Restricted Business”); (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) cause, induce or encourage any material actual or prospective client, customer, supplier or licensor of or to the Business, or any other Person who has a material business relationship with the Business, to terminate or modify any such actual or prospective relationship. Notwithstanding the foregoing, any Seller or other member of the Purchased CompaniesSeller Group may own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange if such Seller is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 5% or more of any class of securities of such Person. (b) The Sellers agree, to the maximum extent not violative of applicable Law or Governmental Order, that for a period of five years following the Closing Date, the Sellers shall not, and shall cause the other members of the Seller Group not to, directly or indirectly, solicit for employment or hire any individual who was an employee of the Business at, or at any time within the six-month period prior to, the time of the act of solicitation; provided, however, that general solicitations, such as through newspaper advertisements, not directed at any Business Employees, will not be deemed to violate this Section 4.7(b). (c) Each Seller acknowledges that a breach or threatened breach of this Section 4.7 would give rise to irreparable harm to the Buyer, 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 such Seller of any such obligations, the Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to 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 post bond). (d) Each Seller agrees that it shall not undertake, and shall cause each other member of the Seller Group to not undertake, any harassing or disparaging conduct directed at the Buyer or its Affiliates or about the Business, and each Seller shall, and shall cause each other members of the Seller Group to, refrain from making any negative or derogatory statements concerning the Buyer or its Affiliates or the Business. (e) Each Seller acknowledges that the restrictions contained in this Section 4.7 are reasonable and necessary to protect the legitimate interests of the Buyer and constitute a material inducement to the Buyer to enter into this Agreement (without and consummate the Transaction. In the event that any covenant contained in this Section 4.7 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 inducement Buyer would not have entered into this Agreement), Griffon shall notcovenant, and such covenant shall cause its Subsidiaries to not: (i) for a period of five (5) yearsbe deemed reformed, commencing on the Closing Date (the “Restricted Period”), undertake, participate in or carry on or be engaged in, or have any financial or other interest in any other Person whose primary business is, a Competing Business anywhere in the United States; (ii) during the Restricted Period, solicit, attempt to solicit or knowingly encourage any employee or consultant of any Purchased Company (including any individual who has been an employee or consultant of any Purchased Company at any time during the preceding twenty-four (24) month period prior to the time of such solicitation, encouragement or hiring) to resign or leave the employ or service of such Purchased Company or otherwise hire, employ, engage or contract any such employee or consultant to perform services other than for the benefit of such Purchased Company; or (iii) during the Restricted Period, solicit, attempt to solicit or knowingly encourage any customer or supplier of any Purchased Company (including any Person who has been a customer or supplier of any Purchased Company at any time during the twelve (12) month period immediately prior to the time of such solicitation or encouragement) to alter, reduce or terminate its business relationship with such Purchased Company; provided, for the avoidance of doubt, solicitation of such customers or suppliers in the Ordinary Course of Business unrelated to a Competing Business shall not constitute a violation of this Section 5.11(a)(iii). (b) Notwithstanding Section 5.11(a), none of the following activities shall constitute a violation of Section 5.11(a): (i) the advertisement of job openings by use of newspapers, magazines, the internet and other media not directed at employees, consultants or independent contractors of any Purchased Company; (ii) holding up to five per cent (5%) of the outstanding securities of any class of any publicly-traded securities of a company that is engaged in a Competing Business; or (iii) the acquisition of any business or Person (an “Acquired Business”) conducting a Competing Business in the United States provided that, as of the date of such acquisition, the revenue of such Competing Business for the last four fiscal quarters of such Acquired Business for which financial statements have been prepared is not greater than twenty-five per cent (25%) of the total revenue of the Acquired Business for such four fiscal quarter period (and continuing to engage in such acquired Competing Business so long as the foregoing percentage threshold continues to not be exceeded). (c) Notwithstanding anything to the contrary set forth herein, in the event of a breach of any of the provisions of Section 5.11(a) (the “Restrictive Covenants”): (i) the Restricted Period shall be tolled during the pendency of any breach of any of the Restrictive Covenants; (ii) Buyer and its Affiliates (including the Purchased Companies) shall have the right and remedy, without regard to any other available remedy, to (A) have the Restrictive Covenants specifically enforced by any court of competent jurisdiction and (B) have issued an injunction restraining any such breach without posting of a bond; it being understood that any breach of any of the Restrictive Covenants would cause irreparable and material Loss to Buyer and its Affiliates (including the Purchased Companies), the amount of which cannot be readily determined and as to which neither Buyer nor any of its Affiliates (including the Purchased Companies) will have any adequate remedy at Law or in equity; (iii) it is the desire and intent of the parties hereto that the Restrictive Covenants be enforced to the fullest extent permissible under the Laws and public policies applied in each jurisdiction in which enforcement is sought and if any Restrictive Covenant shall be adjudicated finally to be invalid or unenforceable, such Restrictive Covenant shall be amended to the maximum less restrictive time, geographic, product or service or other limitations permitted under by applicable Law to the extent necessary in order that such provision be valid and enforceable, the parties hereto hereby expressly acknowledge their desire that in such event such action be taken and the remainder of such Restrictive Covenant shall not thereby be affected and shall be given full effect without regard to invalid portions and such amendment shall apply only with respect to the operation of the Restrictive Covenant in the particular jurisdiction in which such adjudication is made; and (iv) the parties hereto acknowledge and agree that the Restrictive Covenants are necessary for the protection and preservation of the value and the goodwill of Buyer’s and the Purchased Companies’ businesses and are reasonable and valid in geographical and temporal scope and in all other respectsLaw.

Non-Competition; Non-Solicitation. (a) In order for Buyer to have and enjoy the full benefit of the businesses of the Purchased Companies, and as a material inducement to Buyer to enter into this Agreement (without such inducement Buyer would not have entered into this Agreement), Griffon shall not, and shall cause its Subsidiaries to not: (i) for For a period of five (5) years, three years commencing on the Closing Date (the “Restricted Period”), undertakeeach of the Majority Stockholders shall not, participate and shall not permit any of its Affiliates to, directly or indirectly, (i) engage in or carry on or be engaged in, or assist others in engaging in the Restricted Business in the Territory; (ii) have any financial or other an interest in any other Person whose primary business is, a Competing Business anywhere that engages directly or indirectly in the United States; (ii) during Restricted Business in the Restricted PeriodTerritory in any capacity, solicitincluding as a partner, attempt to solicit shareholder, member, employee, principal, agent, trustee or knowingly encourage any employee consultant; or consultant of any Purchased Company (including any individual who has been an employee or consultant of any Purchased Company at any time during the preceding twenty-four (24) month period prior to the time of such solicitation, encouragement or hiring) to resign or leave the employ or service of such Purchased Company or otherwise hire, employ, engage or contract any such employee or consultant to perform services other than for the benefit of such Purchased Company; or (iii) during intentionally interfere in any material respect with the Restricted Period, solicit, attempt to solicit or knowingly encourage any customer or supplier of any Purchased Company business relationships (including any Person who has been a customer or supplier of any Purchased Company at any time during the twelve (12) month period immediately whether formed prior to or after the time of such solicitation or encouragement) to alter, reduce or terminate its business relationship with such Purchased Company; provided, for the avoidance of doubt, solicitation of such customers or suppliers in the Ordinary Course of Business unrelated to a Competing Business shall not constitute a violation date of this Section 5.11(a)(iii)Agreement) between the Company, Parent or any other subsidiary of Parent and their respective customers and suppliers. (b) Notwithstanding Section 5.11(a)During the Restricted Period, none each of the following activities Majority Stockholders shall constitute a violation not, and shall not permit any of Section 5.11(a): (i) the advertisement of job openings by use of newspapersits Affiliates to, magazinesdirectly or indirectly, the internet and other media not directed at employees, consultants hire or independent contractors of solicit any Purchased Company; (ii) holding up to five per cent (5%) employee of the outstanding securities Company, Parent or any other subsidiary of Parent or encourage any class of such employee to leave such employment or hire any publicly-traded securities of a company that is engaged in a Competing Business; or (iii) the acquisition of any business or Person (an “Acquired Business”) conducting a Competing Business in the United States provided that, as of the date of such acquisition, the revenue of employee who has left such Competing Business for the last four fiscal quarters of such Acquired Business for which financial statements have been prepared is not greater than twenty-five per cent (25%) of the total revenue of the Acquired Business for such four fiscal quarter period (and continuing to engage in such acquired Competing Business so long as the foregoing percentage threshold continues to not be exceeded)employment. (c) Notwithstanding anything During the Restricted Period, each of the Majority Stockholders shall not, and shall not permit any of its Affiliates to, directly or indirectly, solicit or entice, or attempt to solicit or entice, any clients, potential clients, customers or potential customers of the contrary set forth hereinCompany, Parent or any other subsidiary of Parent for purposes of diverting their business or services from the Company. (d) Each of the Majority Stockholders acknowledges that a breach or threatened breach of this Section 10.14 would give rise to irreparable harm to Parent, 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 Majority Stockholder, of any of the provisions of Section 5.11(a) (the “Restrictive Covenants”): (i) the Restricted Period shall be tolled during the pendency of any breach of any of the Restrictive Covenants; (ii) Buyer and its Affiliates (including the Purchased Companies) shall have the right and remedysuch obligations, without regard Parent shall, in addition to any and all other rights and remedies that may be available remedyto it in respect of such breach, be entitled to (A) have the Restrictive Covenants specifically enforced by 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 post bond). (e) Each of the Majority Stockholders acknowledges that the restriction contained in this Section 10.14 are reasonable and (B) have issued an injunction restraining any such breach without posting necessary to protect the legitimate interests of Parent and constitute a bond; it being understood material inducement to Parent to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any breach of covenant contained in this Section 10.14 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any of the Restrictive Covenants would cause irreparable jurisdiction, then any court is expressly empowered to reform such covenant, and material Loss to Buyer and its Affiliates (including the Purchased Companies), the amount of which cannot be readily determined and as to which neither Buyer nor any of its Affiliates (including the Purchased Companies) will have any adequate remedy at Law or in equity; (iii) it is the desire and intent of the parties hereto that the Restrictive Covenants be enforced to the fullest extent permissible under the Laws and public policies applied in each jurisdiction in which enforcement is sought and if any Restrictive Covenant such covenant shall be adjudicated finally to be invalid or unenforceabledeemed reformed, in such Restrictive Covenant shall be amended jurisdiction to the maximum less restrictive time, geographic, product or service, or other limitations permitted under by applicable Law to the extent necessary Law. The covenants contained in order that this Section 10.14 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision be valid and enforceable, the parties hereto hereby expressly acknowledge their desire that in such event such action be taken and the remainder of such Restrictive Covenant as written shall not thereby be affected invalidate or render unenforceable the remaining covenants or provision hereof, and any such invalidity or unenforceability in any jurisdiction shall be given full effect without regard to invalid portions and not invalidate or render unenforceable such amendment shall apply only with respect to the operation of the Restrictive Covenant covenant or provision in the particular jurisdiction in which such adjudication is made; and (iv) the parties hereto acknowledge and agree that the Restrictive Covenants are necessary for the protection and preservation of the value and the goodwill of Buyer’s and the Purchased Companies’ businesses and are reasonable and valid in geographical and temporal scope and in all any other respectsjurisdiction.