Common use of Non-Competition Clause in Contracts

Non-Competition. For a period of two (2) years after the Closing, neither Seller nor any of its Affiliates shall, directly or indirectly, engage in any business in North America with respect to manufacturing or selling any products which are the same as any of the Products as in existence on the date hereof through and including the Closing Date in sales to customers in the Quick Service Restaurant and Food Service Distribution businesses (a “Prohibited Business”); provided, however, nothing in this Section 5.9 shall prohibit or prevent Seller or any of its Affiliates from: (i) continuing to conduct any business it is currently conducting that is not part of the Business and which would constitute a Prohibited Business, provided that revenues attributed to such business shall not in any twelve month period exceed Fifteen Million Dollars ($15,000,000); (ii) selling boxboard used to make the Products or used to make any other items to any Person, including competitors of the Business; (iii) owning or acquiring up to an aggregate of 10% of the ownership interest of any entity engaged in any Prohibited Business or making passive investments in the ordinary course of business in investment funds that make investments in entities engaged in any Prohibited Business, provided that, in either case, none of such Persons is active in the management or governance of such entity; or (iv) owning or operating any Prohibited Business if such Prohibited Business was acquired as a result of a merger or other acquisition; provided, (x) the revenue generated by any Prohibited Business of such acquired entity or business for the preceding fiscal year do not account for more than 25% of the total revenues of such entity or business for such period; and (y) no later than 12 months after such acquisition, the applicable acquiring Person shall have entered into an agreement providing for a divestiture of any Prohibited Business so acquired, so that following the closing of such divestiture the activities of the entity or business so acquired will once again be in compliance with this Section 5.9.

Non-Competition. (a) For a period of two (2) four years after the ClosingClosing (the "Restricted Period"), neither Seller nor any no Stockholder (other than Advance Capital Partners, L.P. and Advance Capital Offshore Partners, L.P. (collectively, "Advance Capital"), it being expressly agreed that the provisions of its Affiliates shallthis Section 4.05 shall not apply to Advance Capital) shall engage (other than on behalf of the Surviving Corporation or the Company or their respective subsidiaries), directly or indirectly, engage in any business the Tax and Accounting Software Business (as defined below) anywhere in North America with respect the world or, without the prior written consent of Parent, directly or indirectly, own an interest in, manage, operate, join, control, lend money or render financial or other assistance (other than customary professional courtesies afforded to manufacturing or selling any products which are the same as any members of the Products business community) to or participate in or be connected with, as in existence on an officer, employee, partner, stockholder, consultant, advisor or other similar capacity, any person (other than the date hereof through and including Surviving Corporation or the Closing Date in sales to customers Company or their respective subsidiaries) that engages in the Quick Service Restaurant Tax and Food Service Distribution businesses (a “Prohibited Accounting Software Business”); provided, however, nothing in that, for the purposes of this Section 5.9 shall prohibit or prevent Seller or any 4.05, ownership of its Affiliates from: (i) continuing to conduct any business it is currently conducting that is not part securities having no more than five percent of the Business and outstanding voting power of any competitor which would constitute a Prohibited Business, provided that revenues attributed to such business are listed on any national securities exchange or traded actively in the national over-the-counter market shall not be deemed to be in any twelve month period exceed Fifteen Million Dollars ($15,000,000); (ii) selling boxboard used to make violation of this Section 4.05 so long as the Products person owning such securities has no other connection or used to make any other items to any Personrelationship with such competitor that would not be permitted hereby. For purposes hereof, including competitors of the "Tax and Accounting Software Business; (iii) owning or acquiring up to an aggregate of 10% of the ownership interest of any entity engaged in any Prohibited Business or making passive investments in the ordinary course of business in investment funds that make investments in entities engaged in any Prohibited Business, provided that, in either case, none of such Persons is active in the management or governance of such entity; or (iv) owning or operating any Prohibited Business if such Prohibited Business was acquired as a result of a merger or other acquisition; provided, " means (x) the revenue generated business of developing, designing, publishing, marketing and distributing (i) tax compliance software and services for tax and accounting professionals within corporations, banks, government agencies and accounting firms; (ii) accounting and practice management software and services marketed primarily to accounting firms; and (iii) other tax and accounting software products and services which are under development by any Prohibited Business of such acquired entity or business for the preceding fiscal year do not account for more than 25% Company as of the total revenues of such entity or business for such periodClosing; and (y) no later than 12 months after such acquisition, the applicable acquiring Person shall have entered into an agreement providing for a divestiture of any Prohibited Business so acquired, so that following the closing of such divestiture the activities business of the entity or business so acquired will once again be in compliance with this Section 5.9Company's Rent Roll, Inc. subsidiary as of the Closing.

Non-Competition. For a period of two (2i) years after During the ClosingNon-Compete Period, neither Seller nor any of its Affiliates shallthe Executive shall not, directly or indirectly, engage (A) solicit or encourage any client or customer of the Employer or a Company Affiliate, or any person or entity who was a client or customer within 180 days prior to Executive’s action to terminate, reduce or alter in a manner adverse to the Employer, any existing business arrangements with the Employer or a Company Affiliate or to transfer existing business from the Employer or a Company Affiliate to any other person or entity, (B) provide services anywhere in the United States to any entity if (i) during the preceding 12 months more than 5% of the revenues of such entity and its affiliates is derived from any business in North America with respect to manufacturing or selling any products from which are the same as any Employer derived more than 5% of the Products as in existence on the date hereof through and including the Closing Date in sales to customers in the Quick Service Restaurant and Food Service Distribution businesses its revenue during such period (a “Prohibited Material Business”)) or (ii) the services to be provided by the Executive are competitive with a Material Business and substantially similar to those previously provided by the Executive to a Material Business; provided, however, nothing that following a Change in Control this Section 5.9 7(d)(i)(B)(i) shall prohibit not apply to the Executive, or prevent Seller or (C) own an interest in any entity described in subsection (B)(i) immediately above; provided, however, that Executive may own, as a passive investor, securities of its Affiliates from: (i) continuing to conduct any business it is currently conducting such entity that is not part of the Business and which would constitute a Prohibited Business, provided that revenues attributed to has outstanding publicly traded securities so long as his direct holdings in any such business entity shall not in the aggregate constitute more than 5% of the voting power of such entity. For purposes of this Section 7(d), a “client or customer” shall be limited to any twelve month period exceed Fifteen Million Dollars actual borrower of the Employer ($15,000,000);as set forth in the Employer’s CAM or substantially similar successor or related system) and any other entity in the “term sheet issued,” “term sheet executed” or “credit committee approved” categories listed in the Employer’s DealTracker or substantially similar successor or related system. The Executive agrees that, before providing services, whether as an employee or consultant, to any entity during the Non-Compete Period, he will provide a copy of this Agreement to such entity, and such entity shall acknowledge to the Employer in writing that it has read this Agreement. The Executive acknowledges that this covenant has a unique, very substantial and immeasurable value to the Employer, that the Executive has sufficient assets and skills to provide a livelihood for the Executive while such covenant remains in force and that, as a result of the foregoing, in the event that the Executive breaches such covenant, monetary damages would be an insufficient remedy for the Employer and equitable enforcement of the covenant would be proper. (ii) selling boxboard used If the restrictions contained in Section 7(d)(i) shall be determined by any court of competent jurisdiction to make the Products be unenforceable by reason of their extending for too great a period of time or used to make over too great a geographical area or by reason of their being too extensive in any other items respect, Section 7(d)(i) shall be modified to any Person, including competitors of the Business; (iii) owning or acquiring up to an aggregate of 10% of the ownership interest of any entity engaged in any Prohibited Business or making passive investments in the ordinary course of business in investment funds that make investments in entities engaged in any Prohibited Business, provided that, in either case, none of such Persons is active in the management or governance of such entity; or (iv) owning or operating any Prohibited Business if such Prohibited Business was acquired as a result of a merger or other acquisition; provided, (x) the revenue generated by any Prohibited Business of such acquired entity or business be effective for the preceding fiscal year do not account maximum period of time for more than 25% of which it may be enforceable and over the total revenues of such entity or business for such period; maximum geographical area as to which it may be enforceable and (y) no later than 12 months after such acquisition, to the applicable acquiring Person shall have entered into an agreement providing for a divestiture of any Prohibited Business so acquired, so that following the closing of such divestiture the activities of the entity or business so acquired will once again maximum extent in all other respects as to which it may be in compliance with this Section 5.9enforceable.

Non-Competition. (a) Except to the extent permitted by paragraph (b) below, without the prior written consent of Purchaser, for a period of two (2) years after the Closing (the “Restricted Period”), none of Seller or any of its Affiliates shall engage, directly or indirectly, in the discount retail securities brokerage business including through an online distribution channel, excluding the offering of an online securities brokerage facility as part of a diversified suite of products offered solely to Customers of depository institutions Affiliated with the Seller and not on a stand-alone basis (the “Restricted Business”), anywhere in the Territory or, directly or indirectly, own an interest in, manage, operate, control, or otherwise, directly or indirectly, engage in the ownership, management, operation or control of, any Person engaged in the Restricted Business in the Territory. (b) The restrictions set forth in Section 5.16(a) shall not be construed to prohibit or restrict any Person from acquiring Seller or any of its Affiliates, nor shall they be construed to prohibit or restrict Seller or any of its Affiliates from: (i) offering asset management products or conducting its investment advisory business in the ordinary course; (ii) providing banking or back-office services in support of another entity that is engaged in the Restricted Business so long as such services are provided in a manner that does not give the impression that the provider of such banking or back-office services is itself engaged in the Restricted Business; (iii) acquiring, or otherwise combining with, during the Restricted Period, any diversified business engaged in the Restricted Business with non-Affiliated Persons, as long as during each year of the Restricted Period, the percentage of revenues of such business attributable to such Restricted Business during the preceding fiscal year represents less than thirty percent (30%) of such business’s total revenues during such period (based on such business’s latest financial statements); (iv) merging or otherwise entering into a business combination with a Canadian financial institution (or a holding company therefor) having equity securities listed on a securities exchange; (v) owning securities having no more than five percent (5%) of the outstanding voting power of any Person engaged in the Restricted Business which are listed on any national securities exchange or traded actively in the national over-the-counter market or owning securities of any Person in the ordinary course of its brokerage business so long as Seller or such Affiliate has no other involvement with such Person other than in the ordinary course of its business; (vi) operating its business (excluding the Company) as it is being conducted as of the date hereof; (vii) acting as a fiduciary or nominee for any trust or similar account holding, directly or indirectly, equity securities of an entity that engages in or includes a Restricted Business; or (viii) offering any product or service to Canadian nationals residing in the Territory. (c) Notwithstanding anything contained in this Section 5.16, the provisions of Section 5.16(a) and (d) shall not apply to the surviving entity in any merger or business combination described in Section 5.16(b)(iv) or such surviving entity’s Affiliates. (d) For a period of three (3) years after the Closing, none of Seller or any of its Affiliates will (and Seller shall caused its controlled Affiliated not to), directly or indirectly, use any customer lists, customer prospect information or information with respect to Customers developed by or for the use of the Company or obtained from information provided by the Company, for any purpose, including to (i) induce any Person that is a customer of the Company as of the date hereof or as of the Closing Date (a “Customer”) to patronize any business engaged in the Restricted Business; (ii) canvass, solicit, or accept from any Customer, any such business; or (iii) request or advise any Customer or vendor of the Company to withdraw, curtail or cancel any such Customer’s or vendor’s business with the Company that constitutes Restricted Business; provided, however, that the restrictions set forth in this Section 5.16(c) shall not be construed to prohibit or restrict (x) any general solicitation or advertisement originating outside of, and not specifically targeted to or reasonably expected to target, the Territory, (y) continuing to service, except with respect to the Restricted Business, consistent with past practice, Customers of both the Company and Seller or its Affiliates or (z) offering services to any employee of Seller or any of its Affiliates to the extent that such services are generally available to employees of Seller or its Affiliates. (e) For a period of two (2) years after the Closing, neither Seller nor will not in any of its Affiliates shallway, directly or indirectly, engage in (i) solicit for employment, or knowingly permit any business in North America with respect Affiliate to manufacturing solicit for employment, any officer or selling any products which are employee who was employed by the same Company as any of the Products as in existence on the date hereof through and including the Closing Date and continue to be employed by the Company after the Closing Date, or in any manner seek to induce any such person to leave the employ of Purchaser or the Company or (ii) hire for employment, or knowingly permit any Affiliate to hire for employment, any officer or any management or sales employee or any other employee who at the Closing is compensated at a base salary of $75,000 or more and in each case who was employed by the Company as of the Closing Date or at any time during the six (6) months prior to customers in the Quick Service Restaurant and Food Service Distribution businesses Closing Date, except for employees terminated by the Purchaser or the Company following the Closing. (a “Prohibited Business”); provided, however, nothing in this Section 5.9 shall prohibit or prevent f) If Seller or any of its Affiliates from:breaches, or threatens to commit a breach of, any of the provisions of this Section 5.16 (the “Restrictive Covenants”), the Company and Purchaser shall have the right and remedy (upon compliance with any necessary prerequisites imposed by Law upon the availability of such remedies), to have the Restrictive Covenants specifically enforced (without posting any bond) by any court having equity jurisdiction, including, without limitation, the right to an entry against Seller or any of its Affiliates of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to the Company and Purchaser and that money damages will not provide adequate remedy to the Company and Purchaser. This right and remedy shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and Purchaser under law or in equity. (ig) continuing If any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable, the remainder of the Restrictive Covenants shall not thereby be affected and shall be given full effect, without regard to conduct the invalid portions. In addition, if any business court of any one or more of jurisdictions holds the Restrictive Covenants wholly or partially unenforceable, it is currently conducting that is not part the intention of the Business Company, Purchaser and which would constitute a Prohibited Business, provided Seller that revenues attributed to such business shall determination not bar or in any twelve month period exceed Fifteen Million Dollars ($15,000,000);way affect the Company’s and Purchaser’s rights to the relief provided above in the courts of any other jurisdiction as to breaches of such Restrictive Covenants in such other jurisdictions. (iih) selling boxboard used From and after the date hereof, Purchaser agrees that it and its Affiliates will not, directly or indirectly, use any customer lists, customer prospect information or information with respect to make Customers developed by or for the Products or used to make any other items to any Person, including competitors use of the Business; Company, or obtained from information provided by the Company, to solicit any Customer that has an Excluded Account (iii) owning or acquiring up to an aggregate of 10% and has no other continuing business relationship with the Company as of the ownership interest of date hereof) for any entity engaged in any Prohibited Business or making passive investments in the ordinary course of business in investment funds that make investments in entities engaged in any Prohibited Business, provided that, in either case, none of such Persons is active in the management or governance of such entity; or (iv) owning or operating any Prohibited Business if such Prohibited Business was acquired as a result of a merger or other acquisition; provided, (x) the revenue generated by any Prohibited Business of such acquired entity or business for the preceding fiscal year do not account for more than 25% of the total revenues of such entity or business for such period; and (y) no later than 12 months after such acquisition, the applicable acquiring Person shall have entered into an agreement providing for a divestiture of any Prohibited Business so acquired, so that following the closing of such divestiture the activities of the entity or business so acquired will once again be in compliance with this Section 5.9securities brokerage business.

Non-Competition. For (i) the Executive agrees that he shall not during the Employment Period and for a period of two (2) years one year after the Closingtermination or end thereof for any reason, neither Seller nor any without the approval of its Affiliates shallthe Board which, after the end of the Employment Period, shall not unreasonably be withheld or delayed, directly or indirectly, alone or as partner, joint venturer, officer, director, employee, consultant, agent, independent contractor or controlling stockholder (other than as provided below) of any Company or business, engage in any “Competitive Business” within the United States or within the United Kingdom and which directly competes with the business of the Company and/or Cyclacel Limited. For purposes of the foregoing, the term “Competitive Business” shall mean any business involved in North America with respect and/or intending to manufacturing or selling any products which are seek marketing approvals of drug candidates belonging to the same pharmaceutical class as any the candidates under development by the Company from time to time, currently CDK inhibitors, PLK inhibitors and nucleoside analogues; provided that, this provision shall in no way prevent the Executive, after the end of the Products Employment Period, from being employed as in existence on a consultant. (ii) Notwithstanding the date hereof through and including provisions of clause (i) above or any other provision of this Agreement to the Closing Date in sales to customers contrary, the Executive shall not be prohibited during the period applicable under clause (i) above from acting as a passive investor where (a) in the Quick Service Restaurant case of a Competitive Business being a public corporation, the Executive owns not more than five percent (5%) of the issued and Food Service Distribution businesses (a “Prohibited Business”)outstanding capital stock or such higher percentage or amount as may be approved by the Board upon notice from the Executive prior to obtaining such interest; provided, however, nothing in that the Executive shall not be treated as having violated the provisions of this Section 5.9 shall prohibit 12 if in good faith he is unaware that an entity in which he has an investment interest would be treated as a Competitive Business and, upon becoming aware of such involvement, the Executive makes reasonable efforts to divest himself of his interest in such business; (b) in the case of any employer or prevent Seller entity other than a Competitive Business that is engaged in, or whose affiliates are engaged in, the development or marketing of products or technologies that are directly or indirectly competitive with any product or technology that is developed or marketed or proposed to be developed or marketed by Company during the Employment Period, the Executive owns not more than five percent (5%) of its Affiliates from: the issued and outstanding capital stock; or (c) receiving stock, options or warrants from any entity with which the Executive can have a relationship pursuant to clause (i) continuing to conduct any business it is currently conducting that is not above as part of the Business and which would constitute a Prohibited Business, provided that revenues attributed Executive’s compensation for services rendered or to such business shall not in any twelve month period exceed Fifteen Million Dollars ($15,000,000); (ii) selling boxboard used to make the Products or used to make any other items to any Person, including competitors of the Business; (iii) owning or acquiring up to an aggregate of 10% of the ownership interest of any entity engaged in any Prohibited Business or making passive investments in the ordinary course of business in investment funds that make investments in entities engaged in any Prohibited Business, provided that, in either case, none of such Persons is active in the management or governance of such entity; or (iv) owning or operating any Prohibited Business if such Prohibited Business was acquired as a result of a merger or other acquisition; provided, (x) the revenue generated by any Prohibited Business of such acquired entity or business for the preceding fiscal year do not account for more than 25% of the total revenues of such entity or business for such period; and (y) no later than 12 months after such acquisition, the applicable acquiring Person shall have entered into an agreement providing for a divestiture of any Prohibited Business so acquired, so that following the closing of such divestiture the activities of the entity or business so acquired will once again be in compliance with this Section 5.9rendered.

Non-Competition. For As a material inducement for Buyer to enter into this Agreement and to consummate the Transaction, Seller hereby covenants and agrees that during the period beginning on the Closing Date and ending on the third (3rd) anniversary of two the Closing Date, Seller shall not (2and shall cause its Subsidiaries not to), directly or indirectly, as a proprietor, partner, shareholder or member, individually or jointly or on behalf of or in concert with any Person, (a) years after engage in any wireless mobile business within the ClosingWireless Network Coverage Area (a “Competing Business”) or (b) compile, create or use for the purpose of selling wireless mobile merchandise or services within the Wireless Network Coverage Area in connection with a Competing Business, or sell, transfer or otherwise convey to any Third Party, a list of customers who purchased, leased or used any Sprint PCS Products and Services (as defined in the Management Agreement). Notwithstanding anything to the contrary set forth in this Agreement, neither Seller nor any of its Affiliates shallshall be prohibited from (A) acquiring or owning (by way of merger, directly consolidation, asset sale or indirectly, engage otherwise) up to five percent (5%) in any business in North America with respect to manufacturing or selling any products which are the same as any aggregate of the Products as outstanding stock of any corporation that is engaged in existence a Competing Business and publicly traded on the date hereof through and including the Closing Date in sales to customers a national securities exchange or in the Quick Service Restaurant over the counter market, or up to five percent (5%) in the aggregate of a private entity that is engaged in a Competing Business in each case through passive investments or (B) acquiring or owning any Person, asset or business (by way of merger, consolidation, asset sale or otherwise) that is engaged in a Competing Business (and Food Service Distribution businesses thereafter engaging in such Competing Business) so long as the revenues attributable to such Competing Business at the time of such acquisition constitute less than twenty-five (a “Prohibited Business”); provided25%) of the aggregate revenues of such Person, howeverassets or business. Further, nothing notwithstanding anything to the contrary set forth in this Agreement, the restrictions set forth in this Section 5.9 5.14 shall prohibit not apply to, and “Competing Business” shall not include any products or prevent services delivered utilizing fixed wireless networks, cable networks, fiber networks or wireline networks, in each case, whether now or in the future or the Seller’s cell towers segment. Further, notwithstanding anything to the contrary set forth in this Agreement, the restrictions set forth in this Section 5.14 shall not apply outside of the Wireless Network Coverage Area or to any Third Party (including such Third Party’s Affiliates other than Seller and its Subsidiaries) that acquires (by way of merger, consolidation, asset sale or otherwise) Seller, any of its Affiliates from: (i) continuing to conduct or any of their respective assets or businesses. The Parties acknowledge and agree that the restrictive covenants contained in this Section 5.14 are reasonable in duration and geographic scope and protect a valid business it is currently conducting that is not part of the Business and which would constitute a Prohibited Business, provided that revenues attributed to such business shall not in any twelve month period exceed Fifteen Million Dollars ($15,000,000); (ii) selling boxboard used to make the Products or used to make any other items to any Person, including competitors of the Business; (iii) owning or acquiring up to an aggregate of 10% of the ownership interest of Buyer and its Affiliates. The Parties recognize that irreparable damage will result to Buyer and its Affiliates from any entity engaged in any Prohibited Business or making passive investments in violation of this Section 5.14 and that the ordinary course extent of business in investment funds that make investments in entities engaged in any Prohibited Businesssuch damage would be difficult if not impossible to calculate. Accordingly, provided the Parties expressly agree that, in either caseaddition to any and all other remedies available to Buyer and any of its Affiliates for any such violation, none any of such Persons them shall have the right to the remedies set forth in Section 12.6. The existence of any Proceeding by Seller against Buyer, whether predicated on the Management Agreement or otherwise, is active not a defense to Buyer’s enforcement of this Section 5.14. Notwithstanding anything contained herein to the contrary, and if and only if a provision of this type contained in this Section 5.14 is enforceable in the management jurisdiction in question, if any one or governance of such entity; or (iv) owning or operating any Prohibited Business if such Prohibited Business was acquired as a result of a merger or other acquisition; provided, (x) the revenue generated by any Prohibited Business of such acquired entity or business for the preceding fiscal year do not account for more than 25% of the total revenues of provisions contained in this Section 5.14 is for any reason held to be excessively broad as to duration, geographical scope, activity or subject, such entity or business for such period; provisions will be construed by limiting and (y) no later than 12 months after such acquisition, reducing it so as to be enforceable to the extent compatible with the applicable acquiring Person shall have entered into an agreement providing for a divestiture of any Prohibited Business so acquired, so that following the closing of law in such divestiture the activities of the entity or business so acquired will once again be in compliance with this Section 5.9jurisdiction as it then appears.

Non-Competition. For (i) Except as contemplated by the Transaction Agreements, for a period of two twenty-four (224) years after months following the ClosingClosing Date (the “Non-Compete Period”), neither Seller nor any Sellers agree not to, and shall cause each of its their Affiliates shallnot to, directly or indirectly, engage engage, as a principal or jointly with others or otherwise, in the business of writing, issuing, selling, administrating, marketing or reinsuring any long-term care insurance business in North America within the United States (a “Competing Business”). Sellers shall cause any and all obligations under this Section 6(j)(i) with respect to manufacturing or selling any products which are Affiliate that ceases to be an Affiliate of Sellers during the same as any Non-Compete Period to continue in full force and effect with respect to such Affiliate for the then remaining balance of the Products as Non-Compete Period. (ii) Notwithstanding anything to the contrary set forth in existence on Section 6(j)(i), and without implication that the date hereof through and including following activities otherwise would be subject to the Closing Date in sales to customers in the Quick Service Restaurant and Food Service Distribution businesses (a “Prohibited Business”provisions of this Section 6(j); provided, however, nothing in this Section 5.9 Agreement shall preclude, prohibit or prevent Seller restrict Sellers from engaging, or require Sellers to cause any of its their Affiliates fromnot to engage, in any manner in any of the following: (iA) continuing to conduct any business it is currently conducting that is not part making investments in the Ordinary Course of the Business and which would constitute in Persons engaging in a Prohibited Competing Business, provided that revenues attributed each such investment is a passive investment where Sellers and their Affiliates: (I) do not have the right to designate a majority of the members of the board of directors or other governing body of such business shall entity or to otherwise influence or direct the operation or management of any such entity, (II) are not participants with any other Person in any twelve month period exceed Fifteen Million Dollars group ($15,000,000); (ii) selling boxboard as such term is used to make the Products or used to make any other items to any Person, including competitors in Regulation 13D of the Business; Securities Exchange Act of 1934, as amended) with such intention or right, and (iiiIII) owning or acquiring up to an aggregate of 10% own less than five percent (5%) of the ownership interest of any entity engaged in any Prohibited Business or making passive investments in the ordinary course of business in investment funds that make investments in entities engaged in any Prohibited Business, provided that, in either case, none of such Persons is active in the management or governance outstanding voting securities (including convertible securities) of such entity; or (ivB) owning acquiring, merging or operating combining with any Prohibited Business if such Prohibited Business was business that would otherwise violate this Section 6(j) that is acquired as a result of a merger or other acquisitionfrom any Person after the Closing Date (an “After-Acquired Business”); provided, that, either (xI) at the revenue generated by any Prohibited Business time of such acquired entity acquisition, merger or business for combination, the preceding revenues derived from the Competing Business by the After-Acquired Business (the “Competing After-Acquired Revenues”) constitute no more than fifteen percent (15%) of the gross revenues of the After-Acquired Business in the most recently completed fiscal year do not account for immediately prior to the date of such acquisition, merger or combination (the “Aggregate After-Acquired Revenues”), or (II) if at the time of such acquisition, merger or combination, the Competing After-Acquired Revenues constitute more than 25% fifteen percent (15%) of the total revenues of such entity or business for such period; and Aggregate After-Acquired Revenues then, within six (y6) no later than 12 months after such acquisition, merger or combination, (x) Sellers and/or their Affiliates sign a definitive agreement to dispose, and subsequently dispose of, the relevant portion of the business or securities of such After-Acquired Business, or (y) Sellers and/or their Affiliates otherwise modify the After-Acquired Business such that the Competing After-Acquired Revenues constitute not more than fifteen percent (15%) of the Aggregate After-Acquired Revenues; in each case, only if none of the trademarks, service marks, trade names or other designations of Sellers are used in connection with such After-Acquired Business. (iii) The Parties acknowledge that the type and periods of restriction imposed in the provisions of this Section 6(j) are fair and reasonable and are reasonably required for the protection of the Parties. If any of the restrictions or covenants in this Section 6(j) are hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect, without regard to the invalid portions. If any of the restrictions or covenants contained in this Section 6(j), or any portion thereof, are deemed to be unenforceable because such covenant or restriction is held to cover a geographic area or to be of such duration as is not permitted under applicable acquiring Person Law, the Parties agree that the court making such determination shall have entered into an agreement providing for a divestiture the power to reduce the duration and/or areas of such provision and, in its reduced form, said provision shall then be enforceable. The Parties intend to and hereby confer jurisdiction to enforce the covenants contained in this Section 6(j) upon the courts of any Prohibited Business so acquired, so that following jurisdiction within the closing geographical scope of such divestiture covenants as to breaches of such covenants in such other respective jurisdictions, the activities of the entity or business so acquired will once again be in compliance with above covenants as they relate to each such jurisdiction being, for this Section 5.9purpose, severable into diverse and independent covenants.

Non-Competition. For By and in consideration of the Company’s entering into this Retention Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the Employee’s exposure to the Confidential Information of the Company and its affiliates, the Employee agrees that the Employee shall not, during the Employee’s employment with the Company and for a twelve-month period of two thereafter (2) years after the Closing, neither Seller nor any of its Affiliates shall“Restriction Period”), directly or indirectly, engage own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any business in North America with respect to manufacturing manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or selling investor in, any products which are the same Restricted Enterprise (as any of the Products as in existence on the date hereof through and including the Closing Date in sales to customers in the Quick Service Restaurant and Food Service Distribution businesses (a “Prohibited Business”defined below); provided, however, nothing that in this Section 5.9 shall prohibit or prevent Seller or any of its Affiliates from: no event (i) continuing to conduct any business it is currently conducting that is not part shall ownership by the Employee of five percent (5%) or less of the Business and which would constitute outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 5.2, so long as the Employee does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a Prohibited Businessstockholder thereof, provided that revenues attributed to such business shall not in any twelve month period exceed Fifteen Million Dollars ($15,000,000); nor (ii) selling boxboard used shall being employed by a Person that is a Restricted Enterprise, standing alone, be prohibited by this Section 5.2, so long as (A) such Person has more than one discrete and readily distinguishable part of its business, (B) the Employee’s duties are not at or involving the part of such Person that is the Restricted Enterprise, including, without limitation, serving in a capacity where any Person involved in the Restricted Enterprise reports to make the Products Employee and (C) the Employee notifies the Company of employment with such Person prior to commencement of his or used her employment with such Person. For purposes of this paragraph, “Restricted Enterprise” shall mean any Person that is engaged, directly or indirectly, in (or intends or proposes to make any other items to any Personengage in, including competitors or has been organized for the purpose of engaging in) the generic injectible pharmaceutical industry. During the one-year period following the termination of the Business; (iii) owning or acquiring up to an aggregate of 10% Employee’s employment with the Company, upon request of the ownership interest of any entity engaged in any Prohibited Business or making passive investments in Company, the ordinary course of business in investment funds that make investments in entities engaged in any Prohibited Business, provided that, in either case, none of such Persons is active in Employee shall notify the management or governance of such entity; or (iv) owning or operating any Prohibited Business if such Prohibited Business was acquired as a result of a merger or other acquisition; provided, (x) the revenue generated by any Prohibited Business of such acquired entity or business for the preceding fiscal year do not account for more than 25% Company of the total revenues of such entity or business for such period; and (y) no later than 12 months after such acquisition, the applicable acquiring Person shall have entered into an agreement providing for a divestiture of any Prohibited Business so acquired, so that following the closing of such divestiture the activities of the entity or business so acquired will once again be in compliance with this Section 5.9Employee’s then-current employment status.

Non-Competition. For The Optionee covenants and agrees that during the Optionee’s Employment and for a period of two twelve (212) years after months (and such period shall be tolled on a day-to-day basis for each day during which the ClosingOptionee participates in any activity in violation of the restrictions set forth in this Section 5(a)) following the Optionee’s termination of Employment, neither Seller nor any whether such termination occurs at the insistence of the Company or its Affiliates shallor the Optionee (for whatever reason), the Optionee will not, directly or indirectly, engage alone or in association with others, anywhere in the Territory (as defined below), own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, investor, principal, joint venturer, shareholder, partner, director, consultant, agent or otherwise with, or have any business financial interest (through stock or other equity ownership, investment of capital, the lending of money or otherwise) in, any business, venture or activity that directly or indirectly competes, or is in North America planning, or has undertaken any preparation, to compete, with respect to manufacturing or selling any products which are the same as any Business of the Products as in existence on the date hereof through and including the Closing Date in sales to customers in the Quick Service Restaurant and Food Service Distribution businesses (a “Prohibited Business”); provided, however, nothing in this Section 5.9 shall prohibit or prevent Seller Company or any of its Immediate Affiliates from: (any Person who engages in any such business venture or activity, a “Competitor”), except that nothing contained in this Section 5(a) shall prevent the Optionee’s wholly passive ownership of two percent (2%) or less of the equity securities of any Competitor that is a publicly-traded company. For purposes of this Section 5(a), the “Business of the Company or any of its Immediate Affiliates” is that of arts and crafts, or framing specialty retailer or wholesaler providing materials, ideas and education for creative activities, or framing, as well as any other business that the Company or any of its Immediate Affiliates conducts or is actively planning to conduct at any time during the Optionee’s Employment, or with respect to the Optionee’s obligations following his or her termination of Employment the twelve (12) months immediately preceding the Optionee’s termination of Employment; provided, that the term “Competitor” shall not include any business, venture or activity whose gross receipts derived from the retail or wholesale sale of arts and crafts, or framing products and services (aggregated with the gross receipts derived from the retail and wholesale sale of such products or any related business, venture or activity) are less than ten percent (10%) of the aggregate gross receipts of such businesses, ventures or activities. For purposes of this Section 5(a), the “Territory” is comprised of those states within the United States, those provinces of Canada, and any other geographic area in which the Company or any of its Immediate Affiliates was doing business or actively planning to do business at any time during the Optionee’s Employment, or with respect to the Optionee’s obligations following his or her termination of Employment the twelve (12) months immediately preceding the Optionee’s termination of Employment. For purposes of this Section, “Immediate Affiliates” means those Affiliates which are one of the following: (i) continuing to conduct any business it is currently conducting that is not part a direct or indirect subsidiary of the Business and which would constitute a Prohibited BusinessCompany, provided that revenues attributed to such business shall not in any twelve month period exceed Fifteen Million Dollars ($15,000,000); (ii) selling boxboard used a parent to make the Products Company or used to make any other items to any Person, including competitors of the Business; (iii) owning a direct or acquiring up to an aggregate of 10% of the ownership interest of any entity engaged in any Prohibited Business or making passive investments in the ordinary course of business in investment funds that make investments in entities engaged in any Prohibited Business, provided that, in either case, none indirect subsidiary of such Persons is active in the management or governance of such entity; or (iv) owning or operating any Prohibited Business if such Prohibited Business was acquired as a result of a merger or other acquisition; provided, (x) the revenue generated by any Prohibited Business of such acquired entity or business for the preceding fiscal year do not account for more than 25% of the total revenues of such entity or business for such period; and (y) no later than 12 months after such acquisition, the applicable acquiring Person shall have entered into an agreement providing for a divestiture of any Prohibited Business so acquired, so that following the closing of such divestiture the activities of the entity or business so acquired will once again be in compliance with this Section 5.9parent.

Non-Competition. For (a) The Employee understands and recognizes that his services to Keryx are special and unique and agrees that, during the term of this Agreement, and for a period of two (2) years after 12 months from the Closingdate of termination of his employment hereunder, neither Seller nor he shall not in any of its Affiliates shallmanner, directly or indirectly, on behalf of himself or any person, firm, partnership, joint venture, corporation or other business entity ("Person"), enter into or engage in any business in North America directly competitive with respect Keryx's business, either as an individual for his own account, or as a partner, joint venturer, Employee, agent, consultant, salesperson, officer, director or shareholder of a Person operating or intending to manufacturing or selling any products which are operate within the same as any of the Products as in existence on area that Keryx is, at the date hereof through and including of termination, conducting its business (the Closing Date in sales to customers in the Quick Service Restaurant and Food Service Distribution businesses (a “Prohibited Business”"Restricted Businesses"); provided, however, that nothing herein will preclude the Employee from holding one percent (1%) or less of the stock of any publicly traded company or from holding a position with a Person who does not engage in a business directly competitive with the Restrictive Businesses so long as the Employee works in a division of such Person which carries on a bona fide business which is not directly competitive with the Restricted Businesses. (b) For a period of 12 months after the termination of this Section 5.9 Agreement, the Employee shall prohibit not interfere with or prevent Seller disrupt or attempt to disrupt Keryx's business relationship with any of its Affiliates from:customers, or solicit any of the employees of Keryx. (ic) continuing In the event that the Employee breaches any provisions of this Section 6 or there is a threatened breach, then, in addition to conduct any business it other rights which Keryx may have, Keryx shall be entitled, without the posting of a bond or other security, to injunctive relief to enforce the restrictions contained herein. In the event that an actual proceeding is currently conducting that is not part brought in equity to enforce the provisions of this Section 6, the Business and which would constitute a Prohibited Business, provided that revenues attributed to such business Employee shall not in any twelve month period exceed Fifteen Million Dollars ($15,000,000); (ii) selling boxboard used to make the Products or used to make argue as a defense that there is an adequate remedy at law nor shall Keryx be prevented from seeking any other items to any Person, including competitors of the Business; (iii) owning or acquiring up to an aggregate of 10% of the ownership interest of any entity engaged in any Prohibited Business or making passive investments in the ordinary course of business in investment funds that make investments in entities engaged in any Prohibited Business, provided that, in either case, none of such Persons is active in the management or governance of such entity; or (iv) owning or operating any Prohibited Business if such Prohibited Business was acquired as a result of a merger or other acquisition; provided, (x) the revenue generated by any Prohibited Business of such acquired entity or business for the preceding fiscal year do not account for more than 25% of the total revenues of such entity or business for such period; and (y) no later than 12 months after such acquisition, the applicable acquiring Person shall have entered into an agreement providing for a divestiture of any Prohibited Business so acquired, so that following the closing of such divestiture the activities of the entity or business so acquired will once again remedies which may be in compliance with this Section 5.9available.

Non-Competition. As a condition precedent to HK's obligation to enter into and perform its obligations under the Merger Agreement, each Shareholder agrees that: (a) For a period of two five (25) years after the ClosingClosing Date (the "Non- Competition Period"), neither Seller nor any of its Affiliates shallsuch Shareholder shall not, directly or indirectly, engage either for himself or for any other person, "participate" anywhere in the world in the business as currently conducted by or as proposed to be conducted by the Company and its Subsidiaries, including but not limited to the design, manufacture, marketing, distribution, licensing and sale of children's and teen's (i.e. ages 0-21) apparel or accessories (the "Business"). For purposes of this Agreement, the term "participate" includes any direct or indirect interest in any enterprise, whether as an officer, director, employee, partner, sole proprietor, agent, representative, independent contractor, consultant, franchisor, franchisee, creditor, owner or otherwise; provided, that the term "participate" shall not include ownership of less than 5% of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in the over-the-counter market or the continued participation by the Shareholder on the Board of Directors of any company in which he serves as of the date hereof. (b) During the Non-Competition Period, such Shareholder will not divulge or appropriate for his own use, or for the use of any third party, any secret or confidential information or knowledge obtained by such Shareholder concerning the Business. This obligation of secrecy shall not apply to information which (i) is or becomes part of the public domain other than through breach of this Agreement or through the fault of such Shareholder from an unaffiliated source, which source has no obligation of secrecy to the Company, (ii) is required to be disclosed by law or government order (but only to the extent so required), or (iii) is used by such Shareholder in any other lines of business (but only to the extent so used). (c) During the five-year period following the Closing Date, such Shareholder shall not solicit the employment (in North America any capacity) of or hire directly or through another entity any employee of the Business or any person who was an employee of the Business during the one year period immediately preceding the date of such solicitation or hire without the prior written consent of the Company and Parent. (d) If at the time of enforcement of this Section 8, a court holds that the duration, scope, geographic area or other restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope, geographic area or other restrictions deemed reasonable under such circumstances by such court shall be substituted for the stated duration, scope, geographic area or other restrictions. (e) Such Shareholder recognizes and affirms that in the event of breach of any of the provisions of this Section 8, money damages would be inadequate and the Company and its affiliates would have no adequate remedy at law. Accordingly, such Shareholder agrees that the Company and its affiliates shall have the right, in addition to any other rights and remedies existing in their favor, to enforce their rights and such Shareholder's obligations under this Section 10 not only by an action or actions for damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) of the provisions of Section 8 (including, without limitation, the extension of the Non-Competition Period by a period equal to (i) the length of the violation of this Section 8 plus (ii) the length of any court proceedings necessary to stop such violation). In the event of a breach or violation by such Shareholder of any of the provisions of this Section 8 the running of the Non-Competition Period (but not of such Shareholder's obligations under this Section 8) shall be tolled with respect to manufacturing or selling any products which are such Shareholder during the same as any of the Products as in existence on the date hereof through and including the Closing Date in sales to customers in the Quick Service Restaurant and Food Service Distribution businesses (a “Prohibited Business”); provided, however, nothing in this Section 5.9 shall prohibit or prevent Seller or any of its Affiliates from: (i) continuing to conduct any business it is currently conducting that is not part of the Business and which would constitute a Prohibited Business, provided that revenues attributed to such business shall not in any twelve month period exceed Fifteen Million Dollars ($15,000,000); (ii) selling boxboard used to make the Products or used to make any other items to any Person, including competitors of the Business; (iii) owning or acquiring up to an aggregate of 10% of the ownership interest continuance of any entity engaged in any Prohibited Business actual breach or making passive investments in the ordinary course of business in investment funds that make investments in entities engaged in any Prohibited Business, provided that, in either case, none of such Persons is active in the management or governance of such entity; or (iv) owning or operating any Prohibited Business if such Prohibited Business was acquired as a result of a merger or other acquisition; provided, (x) the revenue generated by any Prohibited Business of such acquired entity or business for the preceding fiscal year do not account for more than 25% of the total revenues of such entity or business for such period; and (y) no later than 12 months after such acquisition, the applicable acquiring Person shall have entered into an agreement providing for a divestiture of any Prohibited Business so acquired, so that following the closing of such divestiture the activities of the entity or business so acquired will once again be in compliance with this Section 5.9violation.

Non-Competition. For (a) During the Restricted Period, Seller shall not, and shall cause its subsidiaries not to, directly or indirectly, own, operate, control, manage, or engage in any Competitive Business. (b) Notwithstanding the foregoing, nothing in Section 7.07(a) shall prevent Seller or its subsidiaries from (i) providing any services to Purchaser or its Affiliates (including the Company Group) as contemplated by the Transition Services Agreement, (ii) owning, directly or indirectly, as a period passive investment, securities of two (2) years after the Closing, any Person who engages in a Competitive Business if neither Seller nor any of its Affiliates shallsubsidiaries, directly individually or indirectly, engage in any business in North America with respect to manufacturing or selling any products which are the same as any of the Products as in existence on the date hereof through and including the Closing Date in sales to customers in the Quick Service Restaurant and Food Service Distribution businesses (a “Prohibited Business”); providedaggregate, however, nothing in this Section 5.9 shall prohibit beneficially owns 10% or prevent Seller or more of any class of its Affiliates from: (i) continuing to conduct any business it is currently conducting that is not part securities of the Business and which would constitute a Prohibited Business, provided that revenues attributed to such business shall not in any twelve month period exceed Fifteen Million Dollars ($15,000,000); (ii) selling boxboard used to make the Products or used to make any other items to any Person, including competitors of the Business; (iii) owning acquiring, by merger, consolidation, stock or acquiring up to an aggregate of 10% of the ownership interest of any entity engaged in any Prohibited Business asset acquisition, or making passive investments in the ordinary course of business in investment funds that make investments in entities engaged in any Prohibited Businessotherwise, provided thatand owning, in either case, none of such Persons is active in the management or governance of such entity; or (iv) owning or operating any Prohibited Business if such Prohibited Business was acquired as a result of a merger or other acquisition; provided, (x) the revenue generated by any Prohibited Business of such acquired entity or business for the preceding fiscal year do not account for more than 25% of the total revenues of such entity or business for such period; and (y) no later than 12 months after such acquisition, a Person or business that, at the applicable time of such acquisition, engages in a Competitive Business if such Person or business derived less than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year, (iv) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived more than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year and Seller, within twelve (12) months after completion of such acquisition referred to in this clause (iv), winds down, liquidates or enters into a definitive agreement to cause the divesture of the Competitive Business of such Person and thereafter completes such divestiture, or (v) owning, operating, controlling, managing or engaging in any of the Retained Business, as conducted as of the date hereof. In the event of a transaction that results in an unaffiliated third party (or its equityholders) acquiring Person a majority of the equity of Seller (whether by merger, stock sale or otherwise), such unaffiliated third party and its Affiliates (other than Seller and its subsidiaries) shall have entered into an agreement providing for a divestiture of any Prohibited Business so acquired, so that not be subject to the restrictions set forth in this Section 7.07 following the closing completion of such divestiture the activities of the entity or business so acquired will once again be in compliance with this Section 5.9sale.

Non-Competition. (a) For so long as any Person is a period Partner of two the Partnership, and for one year thereafter, such Person shall not (2and shall cause its Cable Affiliates not to) years after the Closing, neither Seller nor any of its Affiliates shall, directly or indirectly, engage in (or seek to engage in) the business of acquiring, owning, financing, investing in, maintaining, operating or managing cable television systems, SMATV, MMDS, LMDS (and other similar systems) for the distribution of multi-channel video programming, other than direct broadcast satellite services to retail customers, in each case serving a municipality listed on Schedules 1 or 2 or the portion of a county listed on Schedules 1 or 2 that is served by the Partnership’s Systems (other than the business of acting as General Manager) (the “Business”) or acquire or invest in (or seek to acquire or invest in) any business in North America with respect to manufacturing or selling any products which are the same as any of the Products as in existence on the date hereof through and including the Closing Date in sales to customers Person engaged in the Quick Service Restaurant and Food Service Distribution businesses Business other than through the Partnership or its Subsidiaries. (a “Prohibited Business”); provided, however, nothing in this Section 5.9 shall prohibit or prevent Seller or any of its Affiliates fromb) Notwithstanding the foregoing: (i) continuing to conduct any business it is currently conducting that is not part the provisions of Section 6.2(a) shall terminate upon the termination of the Business and which would constitute a Prohibited BusinessPartnership due to an Event of Termination, provided that revenues attributed that, in the event the Partnership is terminated as a result of any Event of Default, the provisions of Section 6.2(a) shall continue for one year after such date of termination with respect to the Partner, or Cable Affiliate thereof, whose act or failure to act resulted in such business shall not in any twelve month period exceed Fifteen Million Dollars ($15,000,000)Event of Default; (ii) selling boxboard used any Partner (or Cable Affiliate thereof) may, without breaching the provisions of Section 6.2(a), own and invest in any securities of any Person whose common equity securities are registered pursuant to make the Products Sections 12(b) or used to make any other items to any Person, including competitors 12(g) of the BusinessSecurities Exchange Act of 1934, as amended, provided that such Partner and its Cable Affiliates (A) do not Control such Person and (B) do not own, in the aggregate, more than 5% of the common equity securities of such Person; (iii) owning any Partner (or acquiring up to an aggregate Cable Affiliate thereof) may, without breaching the provisions of 10% Section 6.2(a), own, invest in or otherwise engage in any Business in which the Partnership is precluded from engaging (by rule, regulation, law, order, judgment, decree or contract) by virtue of the ownership interest Partnership’s affiliation with any of any entity engaged in any Prohibited Business or making passive investments in the ordinary course of business in investment funds that make investments in entities engaged in any Prohibited Business, provided that, in either case, none of other Partners (other than such Persons is active in the management or governance of such entity; orPartner’s Related Partner); (iv) owning any Partner (or operating Cable Affiliate thereof) may, without breaching the provisions of Section 6.2(a), own any Prohibited Beneficial Assets to the extent contemplated by the Contribution Agreement; (v) in the event that any Person breaches the provisions of Section 6.2(a) by virtue of an investment in another Person that engages in the Business if (a “Competing Business”), then, provided that the annual revenues derived from such Prohibited Competing Business was acquired as a result of a merger or other acquisition; provided, (x) the revenue generated by any Prohibited Business of such acquired entity or business for the preceding fiscal year do not account for more are less than 2510% of the total revenues of the Person in which such entity or business for investment is made, such period; and (y) no later than 12 months after such acquisition, the applicable acquiring breaching Person shall have entered into an agreement providing for a divestiture reasonable opportunity to cure such breach by disposing of the assets comprising the Competing Business or by transferring the Competing Business, or the economic benefits derived therefrom, to the Partnership; (vi) no Partner (or Cable Affiliate thereof) shall be deemed to be in breach of the provisions of Section 6.2(a) by virtue of any Prohibited Business so acquiredaction by a Person in which such Partner (or Cable Affiliate) has from time to time a non-Controlling investment; provided, so that such Partner or its Cable Affiliate shall have used its reasonable best efforts (including through the exercise of any contractual or veto rights available to it or, in the case of future investments, the negotiation of appropriate restrictions) to prevent such Person from engaging in the Business; (vii) if a Partner is required under Section 7.5(c) to continue to own a portion of its Interest in the Partnership, the provisions of Section 6.2(a) shall cease to apply to such Partner on the date that is one year following the closing date of the earliest Transfer of any portion of such divestiture Partner’s Interest (or the activities Interest of such Partner’s Related Partner) pursuant to Section 7.5(c); and (viii) TCINS may continue to provide service to the entity or business so acquired will once again Brazosport Independent School District and Nederland Independent School District under the agreements between TCINS and such School Districts that are to be in compliance with attached to the Excess Capacity Leases. (c) The parties agree that the restrictions applicable to TWC under this Section 5.96.2 shall, notwithstanding that TWC is a division of TWE, be binding solely uxxx XXX, XXX shall be deemed to be a “stand alone” legal entity for all purposes of this Section 6.2 and the restrictions under this Section 6.2 will not bind TWE, other than to the extent any business or assets of TWE are included within TWC for internal reporting purposes.

Non-Competition. For (a) Except as set forth in this Agreement for a period of two five years following the Closing Date (2the "Restricted Period") years after AFG shall not, and shall not permit any of its Post-Closing Subsidiaries. (i) offer, issue or sell, directly or indirectly within the ClosingUnited States, personal automobile insurance written through independent agents; or (ii) employ, offer to employ or solicit with a view to employment any person employed by the Company whose annual base salary exceeds $50,000; provided, that the foregoing will not prevent AFG from soliciting or hiring any such person if such person's employment has been terminated, without cause, by the Company. (b) Notwithstanding any other provision of this Section 2 to the contrary, neither Seller AFG nor any of its Affiliates shall, directly or indirectly, engage in any business in North America with respect to manufacturing or selling any products which are the same as any of the Products as in existence on the date hereof through and including the Post-Closing Date in sales to customers in the Quick Service Restaurant and Food Service Distribution businesses (a “Prohibited Business”); provided, however, nothing in this Section 5.9 shall prohibit or prevent Seller or any of its Affiliates Subsidiaries is prohibited from: (i) continuing to conduct engaging in any line of business in which it is currently conducting that is not part engaged at completion of the Business Public Offering, including, without limitation, the offering of personal automobile insurance policies through Mid-Continent Casualty Company and which would constitute a Prohibited Businessits wholly-owned subsidiaries ("Mid-Continent"), provided that revenues attributed to such business shall not in any twelve month period exceed Fifteen Million Dollars ($15,000,000);but only within those states where Mid-Continent is offering personal automobile insurance policies at the time of the completion of the Public Offering; or (ii) selling boxboard used to make the Products or used to make acquiring an interest in any other items to any Person, including competitors of the Business; (iii) owning or acquiring up to an aggregate of 10% of the ownership interest of any entity Person engaged in any Prohibited Business line of business except for acquisitions of controlling interests, whether in a single transaction or making passive investments series of transactions, in any Person or Persons with, in the ordinary course aggregate, $100,000,000 or more in gross annual written premiums, or, with respect to one Person, 50% or more of business in its gross revenues (excluding investment funds that make investments in entities engaged in any Prohibited Businessincome and realized investment gains and losses), attributable to the writing of personal automobile insurance based on the most recent full fiscal year for which financial statements are available (a "PERMITTED ACQUIREE"), provided further, however, that AFG and any of its Post-Closing Subsidiaries may acquire a controlling interest in a Person that is not a Permitted Acquiree if AFG or such Post-Closing Subsidiary promptly divests the personal automobile insurance operations of such Person. For purposes of this Agreement, a "controlling interest" in a Person means having the power to direct or cause the direction of management and policies of such Person through the ownership of voting securities. (c) Section 2(a)(i) and (ii) shall also be binding upon any person who has a controlling interest in AFG as of the Closing Date until such time, however, that the person ceases to have a controlling interest in AFG. AFG shall cause each such person to comply with the terms and conditions hereof. (d) Section 2(a)(i) and (ii) shall not be binding upon a Post-Closing Subsidiary of AFG after the time such Person ceases to be a Post-Closing Subsidiary of AFG. For avoidance of doubt, Section 2(a)(i) and (ii) also does not apply to any person which on or after the Closing Date becomes an Affiliate (other than a Post-Closing Subsidiary) of AFG, including any person that acquires all or substantially all of the capital stock or assets of AFG. (e) The Company and AFG agree that money damages alone would not be a sufficient remedy for any breach of this Section 2 by AFG, its Post-Closing Subsidiaries, or any person having a controlling interest in AFG, and that, in either caseaddition to all other remedies, none of such Persons is active in including monetary relief, the management Company shall be entitled to specific performance and injunctive or governance of such entity; or (iv) owning or operating any Prohibited Business if such Prohibited Business was acquired other equitable relief as a result of a merger or other acquisition; provided, (x) the revenue generated by remedy for any Prohibited Business of such acquired entity or business for the preceding fiscal year do not account for more than 25% of the total revenues of such entity or business for such period; and (y) no later than 12 months after such acquisition, the applicable acquiring Person shall have entered into an agreement providing for a divestiture of any Prohibited Business so acquired, so that following the closing of such divestiture the activities of the entity or business so acquired will once again be in compliance with this Section 5.9breach.

Non-Competition. For The Optionee covenants and agrees that during the Optionee’s Employment and for a period of two twelve (212) years after months (and such period shall be tolled on a day-to-day basis for each day during which the ClosingOptionee participates in any activity in violation of the restrictions set forth in this Section 5(a)) following the Optionee’s termination of Employment, neither Seller nor any whether such termination occurs at the insistence of the Company or its Affiliates shallor the Optionee (for whatever reason), the Optionee will not, directly or indirectly, engage alone or in association with others, anywhere in the Territory (as defined below), own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, investor, principal, joint venturer, shareholder, partner, director, consultant, agent or otherwise with, or have any business financial interest (through stock or other equity ownership, investment of capital, the lending of money or otherwise) in, any business, venture or activity that directly or indirectly competes, or is in North America planning, or has undertaken any preparation, to compete, with respect to manufacturing or selling any products which are the same as any Business of the Products as in existence on the date hereof through and including the Closing Date in sales to customers in the Quick Service Restaurant and Food Service Distribution businesses (a “Prohibited Business”); provided, however, nothing in this Section 5.9 shall prohibit or prevent Seller Company or any of its Immediate Affiliates from: (any Person who engages in any such business venture or activity, a “Competitor”), except that nothing contained in this Section 5(a) shall prevent the Optionee’s wholly passive ownership of two percent (2%) or less of the equity securities of any Competitor that is a publicly-traded company. For purposes of this Section 5(a), the “Business of the Company or any of its Immediate Affiliates” is that of arts and crafts specialty retailer providing materials, ideas and education for creative activities, as well as any other business that the Company or any of its Immediate Affiliates conducts or is actively planning to conduct at any time during the Optionee’s Employment, or with respect to the Optionee’s obligations following his or her termination of Employment the twelve (12) months immediately preceding the Optionee’s termination of Employment; provided, that the term “Competitor” shall not include any business, venture or activity whose gross receipts derived from the retail sale of arts and crafts products (aggregated with the gross receipts derived from the retail sale of arts and crafts projects of any related business, venture or activity) are less than ten percent (10%) of the aggregate gross receipts of such businesses, ventures or activities. For purposes of this Section 5(a), the “Territory” is comprised of those states within the United States, those provinces of Canada, and any other geographic area in which the Company or any of its Immediate Affiliates was doing business or actively planning to do business at any time during the Optionee’s Employment, or with respect to the Optionee’s obligations following his or her termination of Employment the twelve (12) months immediately preceding the Optionee’s termination of Employment. For purposes of this Section, “Immediate Affiliates” means those Affiliates which are one of the following: (i) continuing to conduct any business it is currently conducting that is not part a direct or indirect subsidiary of the Business and which would constitute a Prohibited BusinessCompany, provided that revenues attributed to such business shall not in any twelve month period exceed Fifteen Million Dollars ($15,000,000); (ii) selling boxboard used a parent to make the Products Company or used to make any other items to any Person, including competitors of the Business; (iii) owning a direct or acquiring up to an aggregate of 10% of the ownership interest of any entity engaged in any Prohibited Business or making passive investments in the ordinary course of business in investment funds that make investments in entities engaged in any Prohibited Business, provided that, in either case, none indirect subsidiary of such Persons is active in the management or governance of such entity; or (iv) owning or operating any Prohibited Business if such Prohibited Business was acquired as a result of a merger or other acquisition; provided, (x) the revenue generated by any Prohibited Business of such acquired entity or business for the preceding fiscal year do not account for more than 25% of the total revenues of such entity or business for such period; and (y) no later than 12 months after such acquisition, the applicable acquiring Person shall have entered into an agreement providing for a divestiture of any Prohibited Business so acquired, so that following the closing of such divestiture the activities of the entity or business so acquired will once again be in compliance with this Section 5.9parent.

Non-Competition. For A. Subject to Article 2. B. below, Employee, during Employee’s period of employment with ARAMARK, and for a period of two (2) years after one year following the Closingvoluntary or involuntary termination of employment, neither Seller nor any of its Affiliates shallshall not, without ARAMARK’s written permission, which shall be granted or denied in ARAMARK’s sole discretion, directly or indirectly, engage associate with (including, but not limited to, association as a sole proprietor, owner, employer, partner, principal, investor, joint venturer, shareholder, associate, employee, member, consultant, contractor or otherwise), or acquire or maintain ownership interest in, any Business which is competitive with that conducted by or developed for later implementation by ARAMARK at any time during the term of Employee’s employment. For purposes of this Agreement, “Business” shall be defined as a person, corporation, firm, LLC, partnership, joint venture or other entity. Nothing in any business the foregoing shall prevent Employee from investing in North America with respect to manufacturing a Business that is or selling any products which are the same becomes publicly traded, if Employee’s ownership is as any a passive investor of less than 1% of the Products as outstanding publicly traded stock of the Business. B. The provision set forth in existence on the date hereof through and including the Closing Date in sales Article 2.A above, shall apply to customers in the Quick Service Restaurant and Food Service Distribution businesses (a “Prohibited Business”); provided, however, nothing in this Section 5.9 shall prohibit or prevent Seller or any of its Affiliates from: (i) continuing to conduct any business it is currently conducting that is not part of the Business all fifty states, and which would constitute a Prohibited Business, provided that revenues attributed to such business shall not in any twelve month period exceed Fifteen Million Dollars ($15,000,000); (ii) selling boxboard used each foreign country, possession or territory in which ARAMARK may be engaged in, or have plans to make engage in, business (x) during Employee’s period of employment, or (y) in the Products or used to make any other items to any Personcase of a termination of employment, including competitors as of the Business;effective date of such termination or at any time during the twenty-four month period prior thereto. (iii) owning or acquiring up C. Employee acknowledges that these restrictions are reasonable and necessary to an aggregate protect the business interests of 10% ARAMARK, and that enforcement of the ownership interest provisions set forth in this Article 2 will not unnecessarily or unreasonably impair Employee’s ability to obtain other employment following the termination (voluntary or involuntary) of any entity engaged Employee’s employment with ARAMARK. Further, Employee acknowledges that the provisions set forth in any Prohibited Business or making passive investments in the ordinary course of business in investment funds that make investments in entities engaged in any Prohibited Business, provided that, in either case, none of such Persons this Article 2 shall apply if Employee’s employment is active in the management or governance of such entityinvoluntarily terminated by ARAMARK for Cause; or (iv) owning or operating any Prohibited Business if such Prohibited Business was acquired as a result of a merger the elimination of employee’s position; for performance-related issues; or for any other acquisition; provided, (x) the revenue generated by any Prohibited Business of such acquired entity reason or business for the preceding fiscal year do not account for more than 25% of the total revenues of such entity or business for such period; and (y) no later than 12 months after such acquisition, the applicable acquiring Person shall have entered into an agreement providing for a divestiture of any Prohibited Business so acquired, so that following the closing of such divestiture the activities of the entity or business so acquired will once again be in compliance with this Section 5.9reason at all.

Non-Competition. For The Executive acknowledges that there is a worldwide market for the products of the Company and its Subsidiaries, that the Company and its Subsidiaries engage in one or more facets of their respective businesses throughout the world, and that the Company and its Subsidiaries compete with other Persons in the business of the Company and its Subsidiaries located in jurisdictions throughout the world, including, without limitation, the territorial United States. During the Employment Period and for a period of two (2) years after 12 months thereafter or the ClosingSeverance Period, neither Seller nor any of its Affiliates shallwhichever is longer, the Executive agrees that he will not, directly or indirectly, engage in or have any interest in any sole proprietorship, partnership, corporation, limited liability company or business or any other Person (other than the Company and its Subsidiaries), whether as an employee, officer, director, partner, agent, security holder, consultant or otherwise, that directly or indirectly is engaged in any business in North America with respect to manufacturing which the Company or selling any products which are the same as any of the Products as in existence on the date hereof through and including the Closing Date in sales to customers its Subsidiaries is then engaged, in the Quick Service Restaurant and Food Service Distribution businesses (a “Prohibited Business”)territorial United States; provided, however, nothing in this Section 5.9 shall prohibit or prevent Seller or any of its Affiliates from: that (i) continuing to conduct any business it the provisions of this §7(a) shall not apply in the event that the Employment Period is currently conducting that is not part terminated by reason of the Business expiration of this Agreement on the third anniversary hereof or any extension date agreed to by the Executive and which would constitute a Prohibited Businessthe Company, provided that revenues attributed to such business shall not in any twelve month period exceed Fifteen Million Dollars ($15,000,000); and (ii) selling boxboard used nothing herein shall be deemed to make prevent the Products or used to make any other items to any PersonExecutive from acquiring through market purchases and owning, including competitors solely as an investment, less than one percent in the aggregate of the Business; (iiiequity securities of any class of any issuer whose shares are registered under Section 12(b) owning or acquiring up to an aggregate of 10% 12(g) of the ownership interest Securities Exchange Act, and are listed or admitted for trading on any United States national securities exchange or are quoted on the National Association of Securities Dealers Automated Quotations System, or any similar system of automated dissemination of quotations of securities prices in common use, so long as he is not a member of any entity engaged in any Prohibited Business or making passive investments in “control group” (within the ordinary course of business in investment funds that make investments in entities engaged in any Prohibited Business, provided that, in either case, none of such Persons is active in the management or governance of such entity; or (iv) owning or operating any Prohibited Business if such Prohibited Business was acquired as a result of a merger or other acquisition; provided, (x) the revenue generated by any Prohibited Business of such acquired entity or business for the preceding fiscal year do not account for more than 25% meaning of the total revenues of such entity or business for such period; rules and (y) no later than 12 months after such acquisition, the applicable acquiring Person shall have entered into an agreement providing for a divestiture of any Prohibited Business so acquired, so that following the closing of such divestiture the activities regulations of the entity or business so acquired will once again be in compliance with this Section 5.9United States Securities and Exchange Commission).

Non-Competition. For a During the period of two (2) beginning on the Closing Date and ending on the date that is three years and six months after the ClosingClosing Date (the “Restricted Period”), neither Seller nor any of shall not, and shall cause its Affiliates shall(together with Seller, the “Restricted Entities”) not to, directly or indirectly, engage issue or sell in any business in North America with respect to manufacturing state or selling jurisdiction within the United States, any products which are the same as any or services of a type that comprises part of the Products Business as in existence on of the date hereof through and including that was underwritten, issued, sold, renewed or serviced as part of the Closing Date in sales Business during the two years prior to customers in the Quick Service Restaurant and Food Service Distribution businesses date hereof (a the “Prohibited BusinessCompeting Businesses”); provided, however, nothing in that this Section 5.9 5.13 shall not prohibit or in any way prevent Seller or any of its Affiliates fromrestrict: (a) any Restricted Entity from operating any business other than the Business (including the business described in the proviso included in the definition of “Business”) or from operating the Business from and after the time at which the Business or any portion thereof is recaptured under any coinsurance agreement; (b) any Restricted Entity from providing (i) continuing to conduct provider network access or network management services; (ii) medical management, case management, or cost containment services; or (iii) administrative services for short-term disability plans that are provided in conjunction with a self-funded plan sponsor’s medical benefits coverage or plan that is administered or serviced by a Restricted Entity. (c) any Restricted Entity from performing any act or conducting any business it is currently conducting expressly required by this Agreement or any other Transaction Agreement; (d) any Restricted Entity from entering into a reinsurance agreement or similar arrangement primarily reinsuring the Competing Business of a ceding company that is not part a Restricted Entity, so long as none of the Business and which would constitute a Prohibited BusinessRestricted Entities engages in the issuing, provided that revenues attributed to underwriting, selling, distributing, marketing, delivering, cancelling or administering of such business shall not in any twelve month period exceed Fifteen Million Dollars ($15,000,000)underlying reinsured business; (iie) selling boxboard used to make the Products any Restricted Entity from (A) making any investment or used to make any providing advisory services (or activities related thereto) in a fiduciary or agency capacity and carried out on behalf of clients or other items to any Person, including competitors of the Business; (iii) owning or acquiring up to an aggregate of 10% of the ownership interest of any entity engaged in any Prohibited Business or making passive investments third party beneficiaries in the ordinary course of business business, or (B) making passive investments for general insurance accounts or investment management, proprietary investing or trading activities in investment funds the ordinary course of its businesses; provided that make investments in entities no event shall the aggregate ownership interest held by Restricted Entities in any Person engaged in any Prohibited a Competing Business, provided thatwhether directly or indirectly, equal or exceed 20% of the aggregate voting power or issued and outstanding equity securities of such Person, subject to Sections 5.13(f) and (g) below; (f) the ownership of, any affiliation with, or the conduct of any other activity with respect to, a Person that conducts, either directly or indirectly, a Competing Business (any such person, together with all of its Affiliates, a “Competing Person”) that is the result of (A) the merger, consolidation, share exchange, sale or purchase of assets, scheme of arrangement or similar business combination involving any Restricted Entity with any Competing Person or (B) the acquisition of 20% or more of the voting power or outstanding equity interests in any Competing Person by any Restricted Entity, if, in the case of either case(A) or (B), none at least 66 2/3% of the total consolidated revenues of such Persons is active Competing Person in the management calendar year prior to such ownership or governance affiliation was derived from activities that do not constitute Competing Business; provided, however, that such Restricted Entity may proceed with such acquisition of a Competing Person that derived in excess of 33 1/3% of its total consolidated revenues in its most recent fiscal year from activities that constitute Competing Business only if such Restricted Entity divests, within 24 months of its acquisition, a sufficient portion of such entityCompeting Person such that the total consolidated revenues from activities that constitute Competing Business that remain with any such Competing Person after such divestment over the last four full fiscal quarters prior to such acquisition are not greater than 33 1/3% of its consolidated revenues for such period; or (ivg) owning subject to the foregoing clause (f), any Restricted Entity from foreclosing on collateral of or operating acquiring any Prohibited Business if of the outstanding capital stock or other interests in any person that has outstanding indebtedness to any Restricted Entity, or engaging in any activities otherwise prohibited by this Section 5.13 in connection with any such Prohibited Business was acquired Person as a result of a merger the acquisition of such capital stock or other acquisition; provided, (x) the revenue generated by any Prohibited Business of such acquired entity or business for the preceding fiscal year do not account for more than 25% of the total revenues of such entity or business for such period; and (y) no later than 12 months after such acquisition, the applicable acquiring Person shall have entered into an agreement providing for interests in connection with a divestiture of any Prohibited Business so acquired, so that following the closing of such divestiture the activities of the entity or business so acquired will once again be in compliance with this Section 5.9debt previously contracted.

Non-Competition. For (a) In consideration of the Purchase Price to be received under this Agreement, for a period of two five (25) years after from the ClosingClosing Date (the “Restrictive Covenant Period”), neither except as permitted by this Section 5.14, no Seller nor any of its the Affiliates of any Seller shall, directly or indirectly, engage engage, in whole or in part, in the Covered Business, or invest in, own, manage, operate or control any business Covered Business, anywhere in North America with respect to manufacturing the United States and/or any other country in which Altair U.S. or selling any Seller or their respective Affiliates conducted the Business or into which the Business sold products which are the same or services as any of the Products as in existence on Closing Date. (b) Each Seller acknowledges that all of the date hereof through and foregoing provisions, including the Closing Date restrictions on time and geographical scope set forth in sales Section 5.14(a) above, are reasonable and necessary to customers in protect Buyer and its Affiliates from unfair competition, solicitation, and disclosure of Business/CLC Confidential Information. (c) Notwithstanding the Quick Service Restaurant provisions of Section 5.14(a) and Food Service Distribution businesses (a “Prohibited Business”without implicitly agreeing that the following activities would be subject to the provisions of Section 5.14(a); provided, however, nothing in this Section 5.9 Agreement shall preclude, prohibit or prevent restrict any Seller or any of its Affiliates from: from engaging in any (i) continuing to conduct any business it is currently conducting that is not part of the Business and which would constitute a Prohibited Financial Services Business, provided that revenues attributed to such business shall not in any twelve month period exceed Fifteen Million Dollars ($15,000,000); (ii) selling boxboard used to make the Products or used to make any other items to any PersonExisting Business Activities, including competitors of the Business; (iii) owning or acquiring up to an aggregate of 10% of the ownership interest of any entity engaged in any Prohibited De Minimis Business or making passive investments in the ordinary course of business in investment funds that make investments in entities engaged in any Prohibited Business, provided that, in either case, none of such Persons is active in the management or governance of such entity; or (iv) owning business activity that would otherwise violate Section 5.14(a) that is acquired from any Person (an “After-Acquired Business”) or operating is carried on by any Prohibited Business if such Prohibited Business was Person that is acquired as a result by or combined with any Seller or any of a merger or other acquisitionits Affiliates, in each case after the Closing Date (an “After-Acquired Company”); provided, that a Seller or any of its Affiliates may purchase and acquire an After-Acquired Business or After-Acquired Company if the primary purpose in making such acquisition is not to exploit for profit such Covered Business, and provided, further, that with respect to clause (xiv) above, so long as, (A) within fifteen (15) months after the revenue generated by any Prohibited Business of such acquired entity or business for the preceding fiscal year do not account for more than 25% consummation of the total revenues purchase or other acquisition of the After-Acquired Business or the After-Acquired Company, the Seller or such entity Affiliate signs a definitive agreement to dispose of the After-Acquired Business or the relevant portion of the business for such period; or securities of the After-Acquired Business or the After-Acquired Company that gives rise to the violation of Section 5.14(a) and within eighteen (y18) no later than 12 months after such acquisitionthe consummation of the purchase or acquisition of the After-Acquired Business or the After-Acquired Company, the Seller or such Affiliate disposes of the After-Acquired Business or the relevant portion of the business or securities of the After-Acquired Business or the After-Acquired Company that gives rise to the violation of Section 5.14(a), or (B) at the expiration of the eighteen (18) month period, the business of the After-Acquired Business or the After-Acquired Company complies with Section 5.14(a). (d) This Section 5.14 shall cease to be applicable with respect to the actions of any Seller Party or Affiliate thereof at such time it is no longer an Affiliate of GE and shall not apply with respect to the actions of any Person that purchases assets, operations or a business from GE or one of its Subsidiaries, if such acquiring Person shall have entered into is not an agreement providing for a divestiture Affiliate of any Prohibited Business so acquired, so that following the closing of GE after such divestiture the activities of the entity or business so acquired will once again be in compliance with this Section 5.9transaction is consummated.

Non-Competition. For 4.1. In consideration of the Employee’s rights and benefits hereunder, and in order to enable the Company to effectively protect its Proprietary Information, the Employee agrees and undertakes that: 4.1.1. he will not, during the term of this Agreement and for a period of two twelve (212) years after the Closing, neither Seller nor any of its Affiliates shallmonths following termination thereof for whatever reason, directly or indirectly, engage as owner, partner, joint venturer, stockholder, employee, service provider, broker, agent, principal, corporate officer, director, licensor or in any other capacity whatever engage in,, be employed by, or any business or venture that is engaged in North America any activities competing with respect to manufacturing products or selling any products which are services offered by the same Company during Employee’s employment with the Company, , as any of the Products as in existence on the termination date hereof through and including the Closing Date in sales of his employment, to customers in the Quick Service Restaurant and Food Service Distribution businesses (be offered or produced within a “Prohibited Business”)reasonable time following such termination; provided, however, nothing that the Employee may own securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent of any class of stock or securities of such company, so long as he has no active role in the publicly owned, and traded company as director, employee, consultant or otherwise, 4.1.2. during the term of this Agreement and for a period of 12 months following its termination, he will not, (i) directly or indirectly, including personally or in any business in which he is an officer, director or shareholder, for any purpose or in any place, employ any person employed by the Company or retained by the Company as a consultant on the date of such termination or during the preceding six months; or (ii) solicit from the clients of the Company any business in competition with the Company that involves activities in which the Company was engaged or had already planned to be engaged during the term of the employee’s employment 4.2. The Employee specifically acknowledges, stipulates and agrees as follows: (i) the protective covenants set forth herein are reasonable and necessary to protect the goodwill, property and Proprietary Information of the Company, and the operations and business of Company, and (ii) the time duration of the protective covenants is reasonable and necessary to protect the goodwill and the operations and business of Company, and does not impose a greater restrain than is necessary to protect the goodwill or other business interests of Company. Nevertheless, if any one or more of the terms contained in this Section 5.9 4 shall prohibit for any reason be held to be excessively broad with regard to time, geographic scope or prevent Seller or any of its Affiliates from:activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law. (i) continuing to conduct any business it is currently conducting 4.3. The Employee acknowledges that is not part the legal remedies for breach of the Business and which would constitute a Prohibited Business, provided that revenues attributed to such business shall not in any twelve month period exceed Fifteen Million Dollars ($15,000,000); (ii) selling boxboard used to make the Products or used to make any other items to any Person, including competitors provisions of the Business; (iii) owning or acquiring up to an aggregate of 10% of the ownership interest of any entity engaged in any Prohibited Business or making passive investments in the ordinary course of business in investment funds that make investments in entities engaged in any Prohibited Business, provided Agreement may be found inadequate and therefore agrees that, in either case, none addition to all of the remedies available to Company in the event of a breach or a threatened breach of any of such Persons is active in the management or governance of such entity; or (iv) owning or operating any Prohibited Business if such Prohibited Business was acquired as a result of a merger or other acquisition; provided, (x) the revenue generated by any Prohibited Business of such acquired entity or business for the preceding fiscal year do not account for more than 25% of the total revenues of such entity or business for such period; and (y) no later than 12 months after such acquisitionprovisions, the Company may also, in addition to any other remedies which may be available under applicable acquiring Person law, obtain temporary, preliminary and permanent injunctions against any and all such actions. 4.4. The Company hereby acknowledges that the Employee has other inventions on which he eceives royalties and other patents under his name (“Other Inventions’’). The Other Inventions will not be considered as competition with the Company whatsoever and the Employee shall have entered into an agreement providing for a divestiture of any Prohibited Business so acquired, so that following be entitled to keep receiving royalties as per the closing of such divestiture the activities of the entity or business so acquired will once again be in compliance with this Section 5.9Other Inventions.

Non-Competition. For a period of two (2) years after the ClosingRestricted Period, neither Seller nor Parent and the Sellers shall not, and shall not permit any of its Affiliates shallthe other Restricted Seller Parties to, directly or indirectly, operate or engage in any business or enterprise that is engaged in North America with respect providing contracted physical, occupational and speech-language therapy services to manufacturing third-party (i) skilled nursing facilities, (ii) assisted living and senior care centers, (iii) pediatric centers or selling any products which are the same as any of the Products as in existence on the date hereof through and including the Closing Date in sales to customers in the Quick Service Restaurant and Food Service Distribution businesses (iv) continuing care retirement communities (each, a “Prohibited Restricted Line of Business”)) within the United States; provided, however, nothing in this Section 5.9 shall prohibit or prevent Seller the Sellers or any other Restricted Seller Parties may operate or engage in any Restricted Line of its Affiliates from: Business in connection with any (i) continuing to conduct any business it is currently conducting that is not part acquired after the date hereof but prior to the expiration of the Business and which would constitute a Prohibited Business, provided that revenues attributed to such business shall not in any twelve month period exceed Fifteen Million Dollars ($15,000,000); (ii) selling boxboard used to make the Products or used to make any other items to any Person, including competitors of the Business; (iii) owning or acquiring up to an aggregate of 10% of the ownership interest of any entity engaged in any Prohibited Business or making passive investments in the ordinary course of business in investment funds that make investments in entities engaged in any Prohibited Business, provided that, in either case, none of such Persons is active in the management or governance of such entity; or (iv) owning or operating any Prohibited Business if such Prohibited Business was acquired Restricted Period as a result of any acquisition of any Person consummated by the Sellers or any of their Affiliates and (ii) current or future hospital joint venture of the Sellers or their Affiliates to the extent such operation or engagement in such Restricted Line of Business is ancillary to the business of such joint venture and conducted in a merger manner that is consistent with past or other current practice. Notwithstanding the foregoing, solely in respect of clause (i) above, to the extent such operation or engagement in such Restricted Line of Business (x) exceeds 50% of the acquired Person’s total revenues for the last reportable twelve-month period prior to the date of acquisition (“TTM Revenue”), no Seller or any Affiliate thereof may consummate the proposed acquisition without obtaining the Buyer’s prior written consent (which may be withheld and/or conditioned by the Buyer in the Buyer’s sole discretion) to the consummation of such acquisition, and (y) (A) generates $25,000,000 or more of the acquired Person’s TTM Revenue, or (B) exceeds 20% of the acquired Person’s TTM Revenue, the Sellers shall (and/or shall cause their Affiliates to) use commercially reasonable efforts to dispose of the Restricted Line of Business within one (1) year of the date of acquisition; provided, that with respect to this clause (x) the revenue generated by any Prohibited Business of such acquired entity or business for the preceding fiscal year do not account for more than 25% y), if Select conducts a competitive auction in order to dispose of the total revenues Restricted Line of such entity or business for such period; and (y) no later than 12 months after such acquisitionBusiness, the applicable acquiring Person shall have entered into an agreement providing for a divestiture Select will provide notice of any Prohibited Business so acquiredsuch auction and shall provide the Buyer with the opportunity, so that following subject to the closing Buyer entering into a customary confidentiality agreement with Select covering any confidential information to be furnished by Select with respect to such Restricted Line of Business, to participate in such divestiture the activities of the entity or business so acquired will once again be in compliance with this Section 5.9auction.

Non-Competition. For The Optionee covenants and agrees that during the Optionee’s Employment and for a period of two twenty-four (224) years after months (and such period shall be tolled on a day-to-day basis for each day during which the ClosingOptionee participates in any activity in violation of the restrictions set forth in this Section 5(a)) following the Optionee’s termination of Employment, neither Seller nor any whether such termination occurs at the insistence of the Company or its Affiliates shallor the Optionee (for whatever reason), the Optionee will not, directly or indirectly, engage alone or in association with others, anywhere in the Territory (as defined below), own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, investor, principal, joint venturer, shareholder, partner, director, consultant, agent or otherwise with, or have any business financial interest (through stock or other equity ownership, investment of capital, the lending of money or otherwise) in, any business, venture or activity that directly or indirectly competes, or is in North America planning, or has undertaken any preparation, to compete, with respect to manufacturing or selling any products which are the same as any Business of the Products as in existence on the date hereof through and including the Closing Date in sales to customers in the Quick Service Restaurant and Food Service Distribution businesses (a “Prohibited Business”); provided, however, nothing in this Section 5.9 shall prohibit or prevent Seller Company or any of its Immediate Affiliates from: (any Person who engages in any such business venture or activity, a “Competitor”), except that nothing contained in this Section 5(a) shall prevent the Optionee’s wholly passive ownership of two percent (2%) or less of the equity securities of any Competitor that is a publicly-traded company. For purposes of this Section 5(a), the “Business of the Company or any of its Immediate Affiliates” is that of (i) continuing to conduct any business it is currently conducting that is not part of the Business arts and which would constitute a Prohibited Businesscrafts, provided that revenues attributed to such business shall not in any twelve month period exceed Fifteen Million Dollars ($15,000,000); (ii) selling boxboard used to make the Products or used to make any other items to any Personframing specialty retailer, including competitors of the Business; (iii) owning or acquiring up to an aggregate of 10% of the ownership interest of any entity engaged in any Prohibited Business or making passive investments in the ordinary course of business in investment funds that make investments in entities engaged in any Prohibited Businesswholesaler providing materials, provided that, in either case, none of such Persons is active in the management or governance of such entity; or (iv) owning or operating any Prohibited Business if such Prohibited Business was acquired as a result of a merger or other acquisition; provided, ideas and education for (x) the revenue generated by any Prohibited Business of such acquired entity or business for the preceding fiscal year do not account for more than 25% of the total revenues of such entity or business for such period; creative activities, and (y) no later framing, as well as (iv) any other business that the Company or any of its Immediate Affiliates conducts or is actively planning to conduct at any time during the Optionee’s Employment, or with respect to the Optionee’s obligations following his or her termination of Employment the twelve (12) months immediately preceding the Optionee’s termination of Employment; provided, that the term “Competitor” shall not include any business, venture or activity whose gross receipts derived from the retail or wholesale sale of arts and crafts, or framing products and services (aggregated with the gross receipts derived from the retail and wholesale sale of such products or any related business, venture or activity) are less than 12 months after ten percent (10%) of the aggregate gross receipts of such acquisitionbusinesses, ventures or activities. For purposes of this Section 5(a), the applicable acquiring Person shall have entered into an agreement providing for “Territory” is comprised of those states within the United States, those provinces of Canada, and any other geographic area in which the Company or any of its Immediate Affiliates was doing business or actively planning to do business at any time during the Optionee’s Employment, or with respect to the Optionee’s obligations following his or her termination of Employment the twelve (12) months immediately preceding the Optionee’s termination of Employment. For purposes of this Section, “Immediate Affiliates” means those Affiliates which are one of the following: (i) a divestiture direct or indirect subsidiary of any Prohibited Business so acquiredthe Company, so that following (ii) a parent to the closing Company or (iii) a direct or indirect subsidiary of such divestiture the activities of the entity or business so acquired will once again be in compliance with this Section 5.9a parent.

Non-Competition. For a period (a) In order to induce the Shareholders and the Company to enter into this Agreement and the Transactions, until the applicable Non-Compete Fall-Away Date (x) each of two Gibco and the Company and (y) Walgreens, hereby covenants and agrees that it shall not, directly or indirectly (including through Affiliates), own, manage or operate, or participate in, or benefit from, the ownership, management or operation of, or have any Beneficial Ownership interest in, any (1) Walgreens Designated Entity, in the case of clause (x), or (2) years after Company Designated Entity, in the Closingcase of clause (y); provided, neither Seller nor that without limiting the generality of the foregoing, this Section 5.6(a) shall not prohibit: (i) the Beneficial Ownership, as a passive investment, of less than five percent of the outstanding stock of any publicly traded corporation; (ii) the operation of any businesses conducted by the Group, in the case of clause (x), or Walgreens and its Subsidiaries, in the case of clause (y), in each case that exist as of the date hereof, in the lines of business, and in the geographic markets, in which they are actively engaged as of the date hereof; (iii) the performance of any act or the conducting of any business conducted by the Joint Ventures; (iv) taking any action that is expressly required by this Agreement, any of its Affiliates shallthe Transaction Documents (including the Buyer Shareholders Agreement); or (v) the acquisition of a Person or business or more than 50% of the outstanding Capital Stock of such Person or business, if such Person or business conducts, directly or indirectly, engage businesses of any Walgreens Designated Entity, in the case of clause (x), or of any Company Designated Entity, in the case of clause (y), in each case or any lesser percentage if such acquisition results in the holding of the right to control such Person or business, and, prior to such acquisition, neither such Person nor any of its Affiliates, nor such business nor any of its Affiliates, as the case may be, was an Affiliate of the acquiror or its Affiliates, and such Person or business, as the case may be, and its Affiliates derived not more than 10% of its total consolidated revenues in North America its most recent fiscal year from activities of such Walgreens Designated Entity, in the case of clause (x), or of such Company Designated Entity, in the case of clause (y). (b) In furtherance of and not in limitation of Section 6.12, each of the parties to this Agreement acknowledges that it shall be impossible to measure in money damages to the other parties hereto if any of them or any transferee or any legal representative of any party hereto fails to comply with any of the restrictions or obligations imposed by this Section 5.6, that every such restriction or obligation is material, and that in the event of any such failure, the other parties hereto shall not have an adequate remedy at law or in damages. Therefore, each party hereto consents to the issuance of an injunction or the enforcement of other equitable remedies against it at the suit of an aggrieved party without the posting of any bond or other equity security, to compel specific performance of all of the terms of this Section 5.6 and to prevent any breach of any terms of this Section 5.6, and waives, any defenses thereto, including the defenses of: (i) failure of consideration; (ii) breach of any other provision of this Agreement and (iii) availability of relief in damages. (c) Each of the parties hereto acknowledges and agrees that the restrictions contained in this Section 5.6 are reasonable and necessary to protect the legitimate interests of the others and constitute a material inducement to the other to enter into this Agreement, the other Transaction Documents and consummate the transactions contemplated by this Agreement and the Transactions. It is the intent of the parties that the provisions of this Section 5.6 shall be enforced to the fullest extent permissible under the Law and public policies applied in each jurisdiction in which enforcement is sought. If any particular provision or portion of this Section 5.6 shall be adjudicated to be invalid or unenforceable, such provision or portion thereof shall be deemed amended to the minimum extent necessary to render such provision or portion valid and enforceable, such amendment to apply only with respect to manufacturing the operation of such provision or selling any products portion in the particular jurisdiction in which are such adjudication is made. (d) For purposes of this Agreement, the same as any “Non-Compete Fall-Away Date” means the date that is the first anniversary of the Products as in existence on earlier of (A) the date hereof through and including the Closing Date in sales to customers in the Quick Service Restaurant and Food Service Distribution businesses (a “Prohibited Business”); provided, however, nothing in this Section 5.9 shall prohibit or prevent Seller or any of its Affiliates from: (i) continuing to conduct any business it is currently conducting that is not part last day of the Business Call Exercise Period and which would constitute a Prohibited Business, provided that revenues attributed to such business shall not in any twelve month period exceed Fifteen Million Dollars ($15,000,000); (ii) selling boxboard used to make the Products or used to make any other items to any Person, including competitors of the Business; (iii) owning or acquiring up to an aggregate of 10% of the ownership interest of any entity engaged in any Prohibited Business or making passive investments in the ordinary course of business in investment funds that make investments in entities engaged in any Prohibited Business, provided that, in either case, none of such Persons is active in the management or governance of such entity; or (iv) owning or operating any Prohibited Business if such Prohibited Business was acquired as a result of a merger or other acquisition; provided, (xB) the revenue generated by any Prohibited Business of such acquired entity or business for the preceding fiscal year do not account for more than 25% of the total revenues of such entity or business for such period; and (y) no later than 12 months after such acquisition, the applicable acquiring Person shall have entered into an agreement providing for a divestiture of any Prohibited Business so acquired, so that following the closing of such divestiture the activities of the entity or business so acquired will once again be in compliance with this Section 5.9Governance Clawback Date.

Non-Competition. For Without the consent in writing of the Board, upon termination of Executive's employment for any reason, Executive will not, for a period of 3 years thereafter, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor, or director) in any business in the continental United States in which he has been directly engaged on behalf of the Company or any subsidiary, or has supervised as an executive thereof, during the last two (2) years after prior to such termination and which is directly in competition with a business then conducted by the Closing, neither Seller nor Company or any of its Affiliates shallsubsidiaries, other than engaging in the businesses owned or controlled by FII (excluding those of the Company and its subsidiaries) or FI (excluding those of the Company and its subsidiaries) at the date of termination, or providing services through FII to businesses for which FII provided services at the date of termination; (ii) induce any customers of the Company or any of its subsidiaries with whom Executive has had contacts or relationships, directly or indirectly, engage in any business in North America during and within the scope of his or her employment with respect to manufacturing the Company or selling any products which are the same as any of its subsidiaries, to curtail or cancel their business with such companies or any of them; or (iii) induce, or attempt to influence, any employee of the Products as in existence on the date hereof through and including the Closing Date in sales Company or any of its subsidiaries to customers in the Quick Service Restaurant and Food Service Distribution businesses (a “Prohibited Business”)terminate employment; provided, however, nothing that the limitation contained in this Section 5.9 shall prohibit or prevent Seller or any of its Affiliates from: clause (i) continuing to conduct any business it is currently conducting that is not part of the Business and which would constitute a Prohibited Business, provided that revenues attributed to such business above shall not in any twelve month period exceed Fifteen Million Dollars ($15,000,000); (ii) selling boxboard used to make the Products or used to make any other items to any Person, including competitors of the Business; (iii) owning or acquiring up to an aggregate of 10% of the ownership interest of any entity engaged in any Prohibited Business or making passive investments in the ordinary course of business in investment funds that make investments in entities engaged in any Prohibited Business, provided that, in either case, none of such Persons apply if Executive's employment is active in the management or governance of such entity; or (iv) owning or operating any Prohibited Business if such Prohibited Business was acquired terminated as a result of a merger termination by the Company following a Change in Control, a termination by Executive for Good Reason, a termination due to Disability, Normal Retirement, or other acquisition; providedApproved Early Retirement. The provisions of subparagraphs (i), (xii), and (iii) above are separate and distinct commitments independent of each of the revenue generated by any Prohibited Business other subparagraphs. It is agreed that the ownership of such acquired entity or business for the preceding fiscal year do not account for more than 25% one percent of the total revenues of such entity or business for such period; and (y) no later than 12 months after such acquisition, the applicable acquiring Person shall have entered into an agreement providing for a divestiture equity securities of any Prohibited Business so acquiredcompany having securities listed on an exchange or regularly traded in the over-the-counter market shall not, so that following the closing of such divestiture the activities itself, be deemed inconsistent with clause (i) of the entity or business so acquired will once again be in compliance with this Section 5.9paragraph (a).

Non-Competition. As a condition precedent to HK's obligation to enter into and perform its obligations under the Merger Agreement, each Shareholder agrees that: (a) For a period of two five (25) years after the ClosingClosing Date (the "Non-Competition Period"), neither Seller nor any of its Affiliates shallsuch Shareholder shall not, directly or indirectly, engage either for himself or for any other person, "participate" anywhere in the world in the business as currently conducted by or as proposed to be conducted by the Company and its Subsidiaries, including but not limited to the design, manufacture, marketing, distribution, licensing and sale of children's and teen's (i.e. ages 0-21) apparel or accessories (the "Business"). For purposes of this Agreement, the term "participate" includes any direct or indirect interest in any enterprise, whether as an officer, director, employee, partner, sole proprietor, agent, representative, independent contractor, consultant, franchisor, franchisee, creditor, owner or otherwise; provided, that the term "participate" shall not include ownership of less than 5% of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in the over-the-counter market or the continued participation by the Shareholder on the Board of Directors of any company in which he serves as of the date hereof. (b) During the Non-Competition Period, such Shareholder will not divulge or appropriate for his own use, or for the use of any third party, any secret or confidential information or knowledge obtained by such Shareholder concerning the Business. This obligation of secrecy shall not apply to information which (i) is or becomes part of the public domain other than through breach of this Agreement or through the fault of such Shareholder from an unaffiliated source, which source has no obligation of secrecy to the Company, (ii) is required to be disclosed by law or government order (but only to the extent so required), or (iii) is used by such Shareholder in any other lines of business (but only to the extent so used). (c) During the five-year period following the Closing Date, such Shareholder shall not solicit the employment (in North America any capacity) of or hire directly or through another entity any employee of the Business or any person who was an employee of the Business during the one year period immediately preceding the date of such solicitation or hire without the prior written consent of the Company and Parent. (d) If at the time of enforcement of this Section 8, a court holds that the duration, scope, geographic area or other restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope, geographic area or other restrictions deemed reasonable under such circumstances by such court shall be substituted for the stated duration, scope, geographic area or other restrictions. (e) Such Shareholder recognizes and affirms that in the event of breach of any of the provisions of this Section 8, money damages would be inadequate and the Company and its affiliates would have no adequate remedy at law. Accordingly, such Shareholder agrees that the Company and its affiliates shall have the right, in addition to any other rights and remedies existing in their favor, to enforce their rights and such Shareholder's obligations under this Section 10 not only by an action or actions for damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) of the provisions of Section 8 (including, without limitation, the extension of the Non-Competition Period by a period equal to (i) the length of the violation of this Section 8 plus (ii) the length of any court proceedings necessary to stop such violation). In the event of a breach or violation by such Shareholder of any of the provisions of this Section 8 the running of the Non-Competition Period (but not of such Shareholder's obligations under this Section 8) shall be tolled with respect to manufacturing or selling any products which are such Shareholder during the same as any of the Products as in existence on the date hereof through and including the Closing Date in sales to customers in the Quick Service Restaurant and Food Service Distribution businesses (a “Prohibited Business”); provided, however, nothing in this Section 5.9 shall prohibit or prevent Seller or any of its Affiliates from: (i) continuing to conduct any business it is currently conducting that is not part of the Business and which would constitute a Prohibited Business, provided that revenues attributed to such business shall not in any twelve month period exceed Fifteen Million Dollars ($15,000,000); (ii) selling boxboard used to make the Products or used to make any other items to any Person, including competitors of the Business; (iii) owning or acquiring up to an aggregate of 10% of the ownership interest continuance of any entity engaged in any Prohibited Business actual breach or making passive investments in the ordinary course of business in investment funds that make investments in entities engaged in any Prohibited Business, provided that, in either case, none of such Persons is active in the management or governance of such entity; or (iv) owning or operating any Prohibited Business if such Prohibited Business was acquired as a result of a merger or other acquisition; provided, (x) the revenue generated by any Prohibited Business of such acquired entity or business for the preceding fiscal year do not account for more than 25% of the total revenues of such entity or business for such period; and (y) no later than 12 months after such acquisition, the applicable acquiring Person shall have entered into an agreement providing for a divestiture of any Prohibited Business so acquired, so that following the closing of such divestiture the activities of the entity or business so acquired will once again be in compliance with this Section 5.9violation.

Non-Competition. For a period Lessee acknowledges that upon and after any termination of two this Lease, any competition by any member of the Leasing Group with any subsequent owner or subsequent lessee of the Leased Property (2the "Purchaser") years would cause irreparable harm to Lessor and any such Purchaser. To induce Lessor to enter into this Lease, Lessee agrees that, from and after the Closingdate hereof and thereafter until (a) in the case of the expiration of the Initial Term or a termination of this Lease, neither Seller the fifth (5th) anniversary of the termination hereof or of the expiration of the Initial Term, as applicable, and (b) in the case of an expiration of any of the Extended Terms, the second (2nd) anniversary of the expiration of the applicable Extended Term, no member of the Leasing Group nor any of its Affiliates shallPerson holding or controlling, directly or indirectly, any interest in any member of the Leasing Group (collectively, the "Limited Parties") shall be involved in any capacity in or lend any of their names to or engage in any business capacity in North America with respect any assisted living facility, center, unit or program (or in any Person engaged in any such activity or any related activity competitive therewith) other than (a) those set forth on Schedule 11.5.4 annexed hereto, (b) those activities in which a Meditrust/Emeritus Transaction Affiliate is permitted to manufacturing or selling any products which are engage by the same as any provisions of the Products as Meditrust/Emeritus Transaction Documents which relate to any such facility, center, unit or program and (c) the acquisition of an ownership interest in existence on the date hereof through and including the Closing Date any such facility, center, unit or program which is part of a single transaction in sales to customers which an ownership interest in the Quick Service Restaurant and Food Service Distribution businesses at least four (a “Prohibited Business”); 4) other facilities, centers, units or programs (provided, however, nothing in this Section 5.9 shall prohibit or prevent Seller that if such acquisition occurs within the last twelve month period of the Initial Term or any of its Affiliates from: the Extended Terms, Lessee shall have the benefit of this clause (ic) continuing to conduct any business it is currently conducting only if at the time such acquisition occurs Lessee has already (x) exercised in that is not part of the Business and which would constitute a Prohibited Business, provided that revenues attributed to such business shall not in any twelve month period exceed Fifteen Million Dollars ($15,000,000); (ii) selling boxboard used its right under Section 1.3 hereof to make extend the Products Term for another Extended Term or used to make any other items to any Person, including competitors of the Business; (iii) owning or acquiring up to an aggregate of 10% of the ownership interest of any entity engaged in any Prohibited Business or making passive investments in the ordinary course of business in investment funds that make investments in entities engaged in any Prohibited Business, provided that, in either case, none of such Persons is active in the management or governance of such entity; or (iv) owning or operating any Prohibited Business if such Prohibited Business was acquired as a result of a merger or other acquisition; provided, (x) the revenue generated by any Prohibited Business of such acquired entity or business for the preceding fiscal year do not account for more than 25% of the total revenues of such entity or business for such period; and (y) no later than 12 months after given a Purchase Option Notice and has waived any right to rescind the same based upon the determination of the Fair Market Value of the Leased Property), whether such acquisitioncompetitive activity shall be as an officer, director, owner, employee, agent, advisor, independent contractor, developer, lender, sponsor, venture capitalist, administrator, manager, investor, partner, joint venturer, consultant or other participant in any capacity whatsoever with respect to an assisted living facility, center, unit or program located within a five (5) mile radius of the applicable acquiring Person Leased Property. Lessee hereby acknowledges and agrees that none of the time span, scope or area covered by the foregoing restrictive covenants is or are unreasonable and that it is the specific intent of Lessee that each and all of the restrictive covenants set forth hereinabove shall have entered into an agreement providing be valid and enforceable as specifically set forth herein. Lessee further agrees that these restrictions are special, unique, extraordinary and reasonably necessary for a divestiture the protection of Lessor and any Purchaser and that the violation of any Prohibited Business so acquired, so that following the closing of such divestiture the activities covenant by any of the entity or business so acquired will once again Limited Parties would cause irreparable damage to Lessor and any Purchaser for which a legal remedy alone would not be in compliance with this Section 5.9sufficient to fully protect such parties.

Non-Competition. For a period of two (2a) years after During the ClosingNon-Compete Period and in the Restricted Region, neither Seller nor any of its Affiliates shallcontrolled by, or forming a part of, GE Aviation will (i) manage, operate, engage in, or own directly or indirectly, engage indirectly any Equity Interests in any Person engaged in (A) the Business or (B) the business in North America with respect to manufacturing or of designing, developing, operating, manufacturing, marketing, servicing and selling any products which are the same as any of the Products as in existence on the date hereof through and including the Closing Date in sales to customers in the Quick Service Restaurant and Food Service Distribution businesses thrust reverser actuation systems (a “Prohibited TRAS Business”); provided, howeveror (ii) actively assist any other party to compete with Buyer in the Business or in a TRAS Business. (b) For the purpose of this Section 5.13, “Buyer” will include its subsidiaries, divisions and Affiliates as they may exist from time to time, and its successors and assigns, including any Person succeeding to title to the goodwill of the Business or the Purchased Assets from Buyer. (c) Notwithstanding the foregoing provisions of Section 5.13(a), and without implicitly agreeing that the following activities would be subject to the provisions of Section 5.13(a), nothing in this Section 5.9 Agreement shall preclude, prohibit or prevent restrict Seller or any other Person that is a part of GE Aviation from engaging in any manner in any (i) Financial Services Business, (ii) Existing Business Activities, (iii) De Minimis Business or (iv) business activity that would otherwise violate Section 5.13(a) that is acquired from any Person (an “After-Acquired Business”) or is carried on by any Person that is acquired by or combined with Seller or any of its their Affiliates from: in each case after the Closing (ian “After-Acquired Company”); provided that with respect to this clause (iv), so long as within eighteen (18) continuing to conduct any business it is currently conducting that is not part months after the consummation of the purchase or other acquisition of the After-Acquired Business or the After-Acquired Company, Seller or such other Person, as applicable, signs a definitive agreement to dispose of, and which would constitute a Prohibited Businesssubsequently disposes of, provided that revenues attributed to the relevant portion of the business or securities of the After-Acquired Business or the After-Acquired Company or at the expiration of such business shall not in any twelve eighteen (18) month period exceed Fifteen Million Dollars ($15,000,000); (ii) selling boxboard used to make the Products or used to make any other items to any Person, including competitors business of the Business; After-Acquired Business or the After-Acquired Company complies with this Section 5.13; provided however, that no such disposition shall be required to the extent the revenue from the competing portion of the business of the After-Acquired Business or After-Acquired Company is less than both (iiia) owning or acquiring up to an aggregate of 10$15,000,000 and (b) 15% of the ownership interest aggregate revenue of any entity engaged in any Prohibited such After-Acquired Business or making passive investments in After-Acquired Company for the ordinary course of business in investment funds that make investments in entities engaged in any Prohibited Business, provided that, in either case, none of such Persons is active in fiscal year immediately preceding the management or governance of such entity; ormeasurement date. (ivd) owning If at any time the provisions of this Section 5.13 will be determined to be invalid or operating any Prohibited Business if unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 5.13 will be considered divisible and will become and be immediately amended to only such Prohibited Business was acquired area, duration and scope of activity as a result of a merger will be determined to be reasonable and enforceable by the court or other acquisition; provided, (x) body having jurisdiction over the revenue generated by any Prohibited Business of such acquired entity or business for the preceding fiscal year do not account for more than 25% of the total revenues of such entity or business for such periodmatter; and (y) no later than 12 months after such acquisition, the applicable acquiring Person shall have entered into an agreement providing for a divestiture of any Prohibited Business so acquired, so that following the closing of such divestiture the activities of the entity or business so acquired will once again be in compliance with this Section 5.95.13 as so amended will be valid and binding as though any invalid or unenforceable provision had not been included herein.

Non-Competition. For A. Subject to Article 2. B. below, Employee, during Employee’s period of employment with ARAMARK, and for a period of two (2) years after following the Closingvoluntary or involuntary termination of employment, neither Seller nor any of its Affiliates shallshall not, without ARAMARK’s written permission, which shall be granted or denied in ARAMARK’s sole discretion, directly or indirectly, engage in associate with (including, but not limited to, association as a sole proprietor, owner, employer, partner, principal, investor, joint venturer, shareholder, associate, employee, member, consultant, contractor or otherwise), or acquire or maintain ownership interest in, any business in North America Business which is competitive with respect to manufacturing that conducted by or selling developed for later implementation by ARAMARK at any products which are time during the same as any term of the Products as in existence on the date hereof through and including the Closing Date in sales to customers in the Quick Service Restaurant and Food Service Distribution businesses (a “Prohibited Business”); Employee’s employment, provided, however, nothing in this Section 5.9 shall prohibit or prevent Seller or any of its Affiliates from: if Employee’s employment is (i) continuing to conduct involuntarily terminated by ARAMARK for any business it is currently conducting that is not part of the Business and which would constitute a Prohibited Businessreason other than Cause (as defined herein), provided that revenues attributed to such business shall not in any twelve month period exceed Fifteen Million Dollars ($15,000,000); or (ii) selling boxboard used terminated by Employee for Good Reason (as defined in Exhibit A) at any time either (x) prior to make January 26, 2010 or (y) thereafter, following a Change of Control (as defined in Exhibit A) occurring after the Products date of this Agreement, then the term of the non-competition provision set forth herein will be modified to be one year following such termination of employment. For purposes of this Agreement, “Business” shall be defined as a person, corporation, firm, LLC, partnership, joint venture or used to make any other items to any Personentity. Nothing in the foregoing shall prevent Employee from investing in a Business that is or becomes publicly traded, including competitors if Employee’s ownership is as a passive investor of less than 1% of the outstanding publicly traded stock of the Business;. B. The provision set forth in Article 2.A above, shall apply to the full extent permitted by law (iiii) owning in all fifty states, and (ii) each foreign country, possession or acquiring up territory in which ARAMARK may be engaged in, or have plans to an aggregate engage in, business (x) during Employee’s period of 10% employment, or (y) in the case of a termination of employment, as of the ownership interest of any entity engaged in any Prohibited Business or making passive investments in the ordinary course of business in investment funds that make investments in entities engaged in any Prohibited Business, provided that, in either case, none effective date of such Persons termination or at any time during the twenty-four month period prior thereto. C. Employee acknowledges that these restrictions are reasonable and necessary to protect the business interests of ARAMARK, and that enforcement of the provisions set forth in this Article 2 will not unnecessarily or unreasonably impair Employee’s ability to obtain other employment following the termination (voluntary or involuntary) of Employee’s employment with ARAMARK. Further, Employee acknowledges that the provisions set forth in this Article 2 shall apply if Employee’s employment is active in the management or governance of such entityinvoluntarily terminated by ARAMARK for Cause; or (iv) owning or operating any Prohibited Business if such Prohibited Business was acquired as a result of a merger the elimination of employee’s position; for performance-related issues; or for any other acquisition; provided, (x) the revenue generated by any Prohibited Business of such acquired entity reason or business for the preceding fiscal year do not account for more than 25% of the total revenues of such entity or business for such period; and (y) no later than 12 months after such acquisition, the applicable acquiring Person shall have entered into an agreement providing for a divestiture of any Prohibited Business so acquired, so that following the closing of such divestiture the activities of the entity or business so acquired will once again be in compliance with this Section 5.9reason at all.

Non-Competition. For a (a) Employee hereby covenants and agrees that during the period of two time that the Employee collects the Severance Package provided in Section 3 above, Employee shall not (2i) years after the Closing, neither Seller nor any of its Affiliates shall, directly or indirectlyindirectly (whether through a partnership of which the Employee is a partner or through any other individual or entity in which Employee has any interest, legal or equitable, engage in any business competitive with the business of the Surviving Entity, (ii) directly or indirectly (whether through a partnership of which Employee is a partner or through any other individual or entity in North which Employee has any interest, legal or equitable), solicit or otherwise engage with any customers or clients of the Surviving Entity, in any transactions which are competitors with the software business of the Surviving Entity which the Surviving Entity did engage in with those customers or clients, or (iii) directly or indirectly (whether through an partnership of which Employee is a partner or through any other individual or entity in which Employee has an interest, legal or equitable, assist any person in the development, programming, servicing, maintenance, manufacture, sale, licensing, distribution or marketing (including, without limitation, giving away software) of software and related products in competition with the Surviving Entity's products, in each case in the United States of America or any country where the Surviving Entity, or its subsidiaries or affiliates are doing business with respect to manufacturing the Surviving Entity's products and services, in each case excluding passive investment interests of less than two percent (2%) in corporations whose stock is registered under the Securities Exchange Act of 1934, as amended. (b) Employee understands that a breach by him of this Section 4 may cause substantial injury to the Surviving Entity, which may be irreparable and/or in amounts difficult or selling any products which impossible to ascertain, and that in the event Employee breaches this Section 4, the Surviving Entity shall have, in addition to all other remedies available in the event of a breach of this Agreement, the right to injunctive or other equitable relief. Further, Employee acknowledges and agrees that the restrictions and commitments set forth in this Agreement are necessary to protect the same as any Surviving Entity's legitimate interests and are reasonable in scope, area and time, and that if, despite this acknowledgement and agreement, at the time of the Products as enforcement of any provision of this Agreement a court of competent jurisdiction shall hold that the period or scope of such provision is unreasonable under the circumstances then existing, the maximum reasonable period or scope under such circumstances shall be substituted for the period or scope stated in existence on the date hereof through and including the Closing Date in sales to customers in the Quick Service Restaurant and Food Service Distribution businesses such provision. (a “Prohibited Business”); provided, however, nothing in c) Should Employee breach this Section 5.9 4, all severance payments shall prohibit cease immediately, and the Surviving Entity shall be entitled to pursue all other available legal or prevent Seller or any of its Affiliates from: (i) continuing to conduct any business it is currently conducting that is not part of the Business and which would constitute a Prohibited Business, provided that revenues attributed to such business shall not in any twelve month period exceed Fifteen Million Dollars ($15,000,000); (ii) selling boxboard used to make the Products or used to make any other items to any Person, including competitors of the Business; (iii) owning or acquiring up to an aggregate of 10% of the ownership interest of any entity engaged in any Prohibited Business or making passive investments in the ordinary course of business in investment funds that make investments in entities engaged in any Prohibited Business, provided that, in either case, none of such Persons is active in the management or governance of such entity; or (iv) owning or operating any Prohibited Business if such Prohibited Business was acquired as a result of a merger or other acquisition; provided, (x) the revenue generated by any Prohibited Business of such acquired entity or business for the preceding fiscal year do not account for more than 25% of the total revenues of such entity or business for such period; and (y) no later than 12 months after such acquisition, the applicable acquiring Person shall have entered into an agreement providing for a divestiture of any Prohibited Business so acquired, so that following the closing of such divestiture the activities of the entity or business so acquired will once again be in compliance with this Section 5.9equitable remedies.

Non-Competition. For a (a) During the period between the Closing Date and the third (3rd) anniversary of two (2) years after the ClosingClosing Date, neither the Seller nor shall not, and shall not permit any of its Affiliates shallSubsidiaries to, directly or indirectly, engage anywhere in the world, own, manage, operate or control, any business that is engaged in North America with respect to manufacturing or selling any products which are the same a Competing Business (as any of the Products as in existence on the date hereof through and including the Closing Date in sales to customers in the Quick Service Restaurant and Food Service Distribution businesses (a “Prohibited Business”defined below); provided, however, that nothing in this Section 5.9 herein shall prohibit or prevent limit the ability of the Seller or any of and its Affiliates from: Subsidiaries to (i) continuing to conduct acquire and own, directly or indirectly, solely as an investment, securities of any business it is currently conducting Person traded on any national securities exchange that engages in a Competing Business if the Seller or a Subsidiary of Seller is not part a member of the Business a group that controls such Person and which would constitute a Prohibited Businessdoes not, provided that revenues attributed to directly or indirectly, own 9.9% or more of any class of securities of such business shall not in any twelve month period exceed Fifteen Million Dollars ($15,000,000); Person, or (ii) selling boxboard purchase an entity or entities that are directly or indirectly engaged in, or assets that are used to make in, a Competing Business at the Products or used to make any other items to any Person, including competitors of the Business; (iii) owning or acquiring up to an aggregate of 10% of the ownership interest of any entity engaged in any Prohibited Business or making passive investments in the ordinary course of business in investment funds that make investments in entities engaged in any Prohibited Business, provided that, in either case, none time of such Persons is active in the management or governance of such entity; or (iv) owning or operating any Prohibited Business if such Prohibited Business was acquired acquisition, so long as a result of a merger or other acquisition; provided, (x) such acquired entity is primarily engaged, or the revenue generated by assets constitute a portion of a greater amount of acquired assets which taken as a whole are used primarily in, activities which are not Competing Businesses or (y) the Seller promptly disposes of any Prohibited Business portion of such acquired entity (or business for acquired assets) that is engaged in a Competing Business. For purposes of this Section 5.7(a), a "Competing Business" means (i) the preceding fiscal year do not account for more than 25% mining, manufacture or sale (including distribution) of (x) industrial minerals, or products manufactured therefrom, similar to those presently being mined, manufactured or sold by the total revenues of such entity Business, or business for such period; and (y) no later than 12 months after such acquisitionproducts which are currently the subjects of ongoing research projects disclosed in a letter which has been delivered by World Minerals to the Seller (with a copy to the Purchaser) prior to the date hereof, or (ii) the manufacture or sale of products utilizing crossflow filtration technology or of filtration membranes. For purposes of this Section 5.7(a), an acquired entity or group of acquired assets which, based upon financial statements for its most recently completed fiscal year, generated twenty percent (20%) or more of total revenues from Competing Businesses shall be deemed to be primarily engaged, or the assets primarily used, in activities which are Competing Businesses. (b) Since the Purchaser will be irreparably damaged and its remedy at law will be inadequate in the event of a breach of Section 5.7(a), the applicable acquiring Person Purchaser shall be entitled to an injunction restraining any violation of such Section or any other appropriate decree of specific performance, without showing any actual damage or that monetary damages would not provide an adequate remedy. Such remedies shall not be exclusive and shall be in addition to any other remedy which the Purchaser may have, including the right to monetary damages for the period preceding such specific enforcement. (c) If any provision of this Section 5.7 is held to be unenforceable because of the scope, duration or area of its applicability, the court making such determination shall have entered into an agreement providing for a divestiture the power to modify such scope, duration or area or all of any Prohibited Business so acquiredthem, so that following the closing of and such divestiture the activities of the entity or business so acquired will once again provision shall then be applicable in compliance with this Section 5.9such modified form.

Non-Competition. For a period Each Party covenants and agrees that, from the Effective Time until the second (2nd) anniversary of two the Distribution Date (2) years after the Closing“Non-Compete Period”), neither Seller nor any Party will, and will cause each other member of its Affiliates shallrespective Group not to, directly or indirectly, own, invest in, operate, manage, control, participate or engage in any business in North America with respect to manufacturing or selling any products which are Prohibited Business (as applicable) without the same as any prior written consent of the Products as in existence on the date hereof through and including the Closing Date in sales to customers in the Quick Service Restaurant and Food Service Distribution businesses (a “Prohibited Business”)other Party; provided, however, that nothing in this Section 5.9 shall 5.6(a) will prohibit or prevent Seller or any of its Affiliates from: (i) continuing to conduct the ownership by Parent or SpinCo, as the case may be, or any business it is currently conducting member of its respective Group, of debt, equity or any other class of securities of any Person that is not part of the Business and which would constitute owns, invests in, operates, manages, controls, participates or engages directly or indirectly in a Prohibited BusinessBusiness (as applicable), provided that revenues attributed to ownership of such business shall not in any twelve month period exceed Fifteen Million Dollars securities ($15,000,000); either directly, indirectly or upon conversion) is less than 5% of such class of securities of such Person or (ii) selling boxboard used to make exercising its rights or performing or complying with its obligations under this Agreement or any Ancillary Agreement. Notwithstanding the Products foregoing, in the event that a merger, acquisition, consolidation or used to make any other items to any Personbusiness combination with or from an affiliated Person that directly or indirectly owns, including competitors of the Business; (iii) owning invests in, operates, manages, controls, participates or acquiring up to an aggregate of 10% of the ownership interest of any entity engaged engages in any a Prohibited Business or making passive investments in the ordinary course of business in investment funds that make investments in entities engaged in any Prohibited Business, provided that, in either case, none of such Persons is active in the management or governance of such entity; or (iv) owning or operating any Prohibited Business if so long as such Prohibited Business was acquired represents less than 40% of such Person’s consolidated assets or revenue) results in Parent or SpinCo, as the case may be, directly or indirectly owning, investing in, operating, managing, controlling, participating or engaging in a result of a merger or other acquisition; provided, (x) the revenue generated by any Prohibited Business in breach of this Section 5.6(a) at the time of such acquired entity or business for the preceding fiscal year do not account for more than 25% of the total revenues transaction, such transaction (and resulting operations of such entity or business for such period; and (ybusiness) no later than 12 months after such acquisition, the applicable acquiring Person shall have entered into an agreement providing for not be deemed a divestiture breach of any Prohibited Business so acquired, so that following the closing of such divestiture the activities of the entity or business so acquired will once again be in compliance with this Section 5.95.6(a) if such party uses commercially reasonable efforts to cure such breach as promptly as practicable (by divestiture or otherwise).

Non-Competition. For a period of two (2i) years after During the ClosingNon-Compete Period, neither Seller nor any of its Affiliates shallthe Executive shall not, directly or indirectlyindirectly through an intermediary, engage (A) solicit or encourage any client or customer of the Employer or any Company Affiliate, or any person or entity who was a client or customer within 180 days prior to Executive’s action, to terminate, reduce or alter in a manner adverse to the Employer or any Company Affiliate any existing business arrangements with the Employer or any Company Affiliate or to transfer existing business from the Employer or any Company Affiliate to any other person or entity, or (B) provide services to any entity if (i) during the 12 months preceding such action more than 10% of the revenues of such entity and its affiliates is derived from any business in North America with respect to manufacturing from which the Employer or selling any products which are Company Affiliate derived more than 10% of its revenues during such period (such percentage determined on a pro forma basis for any business acquired during such 12 month period as if the same as any acquisition had occurred at the beginning of the Products as in existence on the date hereof through and including the Closing Date in sales to customers in the Quick Service Restaurant and Food Service Distribution businesses such 12 month period) (a “Prohibited Material Business”)) or (ii) the services to be provided by the Executive are competitive with a Material Business and substantially similar to those previously provided by the Executive to the Employer or any Company Affiliate; provided, however, nothing that following a Change in Control, this Section 5.9 7(d)(i)(B) shall prohibit not apply to the Executive, or prevent Seller or (C) own an interest in any entity described in subsection (B)(i) immediately above; provided, however, that Executive may own, as a passive investor, securities of its Affiliates from: (i) continuing to conduct any business it is currently conducting such entity that is not part of the Business and which would constitute a Prohibited Business, provided that revenues attributed to has outstanding publicly traded securities so long as his direct holdings in any such business entity shall not in the aggregate constitute more than 5% of the voting power of such entity and does not otherwise violate any twelve month period exceed Fifteen Million Dollars Company or Company Affiliate policy applicable to Executive. For purposes of this Section 7(d), a “client or customer” shall be limited to any actual borrower, customer or client of the Employer or any Company Affiliate ($15,000,000);as set forth in the Employer’s CAM or substantially similar successor or other system) and any other entity in the “term sheet issued,” “term sheet executed” or “credit committee approved” categories listed in the Employer’s DealTracker or substantially similar successor or other system. The Executive agrees that, before providing services, whether as an employee or consultant, to any entity during the Non-Compete Period, he will provide a copy of this Agreement to such entity, and such entity shall acknowledge to the Employer in writing that it has read this Agreement. The Executive acknowledges that this covenant has a unique, very substantial and immeasurable value to the Employer and Company Affiliates, that the Executive has sufficient assets and skills to provide a livelihood for the Executive while such covenant remains in force and that, as a result of the foregoing, in the event that the Executive breaches such covenant, monetary damages would be an insufficient remedy for the Employer and equitable enforcement of the covenant would be proper. (ii) selling boxboard used If the restrictions contained in Section 7(d)(i) shall be determined by any court of competent jurisdiction to make the Products be unenforceable by reason of their extending for too great a period of time or used to make over too great a geographical area or by reason of their being too extensive in any other items respect, Section 7(d)(i) shall be modified to any Person, including competitors of the Business; (iii) owning or acquiring up to an aggregate of 10% of the ownership interest of any entity engaged in any Prohibited Business or making passive investments in the ordinary course of business in investment funds that make investments in entities engaged in any Prohibited Business, provided that, in either case, none of such Persons is active in the management or governance of such entity; or (iv) owning or operating any Prohibited Business if such Prohibited Business was acquired as a result of a merger or other acquisition; provided, (x) the revenue generated by any Prohibited Business of such acquired entity or business be effective for the preceding fiscal year do not account maximum period of time for more than 25% of which it may be enforceable and over the total revenues of such entity or business for such period; maximum geographical area as to which it may be enforceable and (y) no later than 12 months after such acquisition, to the applicable acquiring Person shall have entered into an agreement providing for a divestiture of any Prohibited Business so acquired, so that following the closing of such divestiture the activities of the entity or business so acquired will once again maximum extent in all other respects as to which it may be in compliance with this Section 5.9enforceable.

Non-Competition. For (a) Except with the prior written consent of Buyer, for a period of two four years following the Closing Date (2the “Restriction Period”), Seller shall not, and shall cause its current and future controlled Affiliates and the other members of the Seller Group (Seller together with its current and future controlled Affiliates and the other members of the Seller Group, the “Restricted Entities”) years after the Closing, neither Seller nor any of its Affiliates shallnot to, directly or indirectly, engage (a) own, operate, manage, invest in (other than indirect, passive investments constituting ownership of not more than 10% of any Person (together with its Affiliates) that operates a Competing Business), or finance a business in North America that competes with respect the Business (as such Business is conducted or planned to manufacturing or selling any products which are the same as any of the Products as in existence on be conducted prior to the date hereof through and including of this Agreement or the Closing Date Date) or (b) design, develop, research, make or sell Competing Products, in sales to customers each case, anywhere in the Quick Service Restaurant and Food Service Distribution businesses world (such business, as so conducted, a “Prohibited Competing Business”); provided, however. (b) Notwithstanding the foregoing, nothing in this Section 5.9 shall 5.10 will prohibit or prevent Seller or any of its Affiliates Restricted Entity from: (i) purchasing or otherwise acquiring, by merger, purchase of assets, stock or equity interests or otherwise, and continuing to conduct operate any Person or business it the acquisition of which would otherwise cause non-compliance with Section 5.10(a) so long as not more than the lesser of (A) $100,000,000 or (B) 15% of the revenues of such Person or business for the four fiscal quarters preceding the date of execution of a definitive agreement with respect thereto, in either case is currently conducting derived from the Competing Business (a “De Minimis Business” and such acquisition, an “Acquisition”); provided, a Restricted Entity may purchase or otherwise acquire, by merger, purchase of assets, stock or equity interests or otherwise, and continue to operate any Person or business that is not part a De Minimis Business so long as the Restricted Entity divests, within 12 months after the closing of the Business and which would constitute a Prohibited Business, provided that revenues attributed to Acquisition (regardless of whether such business shall not in any twelve 12-month period exceed Fifteen Million Dollars ends during or after the Restriction Period), or effects a Wind-Down of such portion of any such Person or business that is a Competing Business ($15,000,000regardless of whether such Wind-Down would be completed during or after the Restriction Period); (ii) selling boxboard used to make the Products acquiring or used to make owning any other items class of security of any Person regardless of whether such Person engages in a Competing Business provided that ownership of such securities (directly, indirectly or upon conversion) is less than 5% of such class of securities of such Person; and (c) The restrictions set forth in this Section 5.10 shall not apply to any Person, including competitors of the Business; third Person (iiia “Competing Acquiror”) owning or acquiring up to an aggregate of 10% of the ownership interest of any entity engaged in any Prohibited Business or making passive investments in the ordinary course of business in investment funds that make investments in entities engaged in any Prohibited Business, provided that, in either case, none of such Persons is active in the management Competing Acquiror’s current or governance of such entity; or (iv) owning or operating any Prohibited Business if such Prohibited Business was acquired as a result of future Affiliates that acquires, via a merger or other acquisition; providedbusiness combination, the equity of any member of the Seller Group, or otherwise acquires the equity of a member of the Seller Group (a “Competing Acquisition”). Notwithstanding the foregoing provisions of this Section 5.10(c), after such acquisition by the Competing Acquiror, the restrictions set forth in Section 5.10(a) shall continue to apply to any and all Restricted Entities. (d) None of the following shall be a violation of this Section 5.10: (x) the revenue generated sale, distribution, license, fulfillment or other disposition, or any research, development, design, manufacture, procurement, provision, use, testing, marketing, configuration, qualification, installation, integration, support, or other commercialization and use (the foregoing collectively, “Exploitation”), by any Prohibited Business of such acquired entity or business for the preceding fiscal year do not account for more than 25% member of the total revenues Seller Group of such entity products, technology, service or business support that are not in the Competing Business (collectively “Non-Competing Products”) to Person(s) who are engaged in a Competing Business, including the Exploitation of Non-Competing Products for such period; and use or integration with products or technology that are in Competing Businesses, or (y) no later than 12 months after such acquisitionthe prosecution of any Intellectual Property Right not included in the Transferred Assets. (e) Buyer and Seller intend that this covenant shall be deemed a series of separate covenants, one for each and every county of each and every state of the applicable acquiring Person shall have United States and each and every political subdivision of each and every country outside the United States where this provision is intended to be effective. Each Seller Party acknowledges that the provisions of this Section 5.10 are reasonable in terms of duration, scope and geographic area and are necessary to protect the goodwill of the Business and the substantial investment in the Business made by Buyer hereunder. Each Seller Party further acknowledges and agrees that the provisions of this Section 5.10 are being entered into an agreement providing for a divestiture of any Prohibited Business so acquired, so that following by it in connection with the closing of such divestiture sale by the activities Seller Parties of the entity or business so acquired will once again be in compliance with Acquired Assets and the goodwill of the Business pursuant to this Section 5.9Agreement.

Non-Competition. For a period of two (2) years after the Closing, neither Neither Seller nor any of its Affiliates or designees (each, a “Restricted Party”) during the period commencing on the Closing Date and ending on the fifth (5th) anniversary of the Closing Date (the “Restricted Period”), shall: (a) design, develop, license, manufacture, distribute, sell or support (or knowingly assist any third party, directly or indirectly, engage in designing, developing, licensing, manufacturing, distributing, selling or supporting) any business in North America with respect to manufacturing or selling any products which are the same as any existing product of the Products as in existence Business or on the date hereof through and including the Closing Date in sales to customers any related roadmap or any other similar product anywhere in the Quick Service Restaurant and Food Service Distribution businesses world (a “Prohibited Business”); provided, however, nothing that the restrictions set forth in this Section 5.9 7.1(a) shall not (i) prohibit any Restricted Party from being an investor in a mutual fund or prevent Seller a diversified investment company, (ii) prohibit any Restricted Party from being a passive owner of not more than five percent (5%) in the aggregate of an outstanding class of publicly traded securities or (iii) in any way limit or prohibit Seller’s or any of its Affiliates from: Affiliates’ (iA) continuing actions or operations with respect to conduct any business it is currently conducting that is not part of the Business Seller’s Services and which would constitute a Prohibited BusinessSupport segment or (B) strategic investments in Quortus Limited, provided that revenues attributed to such business shall not in any twelve month period exceed Fifteen Million Dollars ($15,000,000Spyrus Solutions, Inc. and Kogniz, Inc.); (b) directly or indirectly (i) solicit for employment or any similar arrangement any employee of the Companies or of the Company Subsidiaries or (ii) selling boxboard used to make the Products hire or used to make knowingly assist any other items to Person in hiring any Person, including competitors employee of the Business; (iii) owning Companies or acquiring up to an aggregate of 10% of the ownership interest Company Subsidiaries (provided, however, that this Section 7.1(b) shall not apply to (A) employees of the Companies or of the Company Subsidiaries who have been terminated by the Companies or any entity engaged in of their Affiliates (including Purchaser) after Closing, (B) employees of the Companies who have left the employment of the Companies or any Prohibited Business of their Affiliates (including Purchaser) for a period of at least six (6) months and (C) any general solicitations for employment (such as any newspaper, periodical or making passive investments in the ordinary course of business in investment funds that make investments in entities engaged in internet help wanted advertisement or any Prohibited Business, provided that, in either case, none search firm engagement) and any hiring arising out of such Persons is active in the management or governance of such entitygeneral solicitations); or (ivc) owning directly or operating indirectly cause, solicit, induce or encourage any Prohibited Business if such Prohibited Business was acquired as a result of a merger client, customer, supplier or other acquisition; provided, (x) the revenue generated by any Prohibited Business of such acquired entity or business for the preceding fiscal year do not account for more than 25% licensor of the total revenues of Business or the Companies prior to the Closing to terminate or modify any such entity or business for such period; and (y) no later than 12 months after such acquisition, the applicable acquiring Person shall have entered into an agreement providing for a divestiture of any Prohibited Business so acquired, so that following the closing of such divestiture the activities of the entity or business so acquired will once again be in compliance with this Section 5.9relationship.

Non-Competition. For (a) The Shareholders severally (but not jointly) agree that for a period beginning on the Closing Date and ending on the third anniversary of two the Closing Date, each Shareholder and his Affiliates shall not (2A) years after engage in, anywhere in the Closingworld, neither Seller nor the daily general use automobile rental business or (B) directly or indirectly invest in, manage, operate, join or control as a partner, stockholder, consultant or otherwise, any Person that engages in any type of its Affiliates shallautomobile rental business (including, without limitation, the general use, Local Business and Replacement Business), provided, however, that, it shall not be deemed to be a violation of this Section 6.12 for (i) the Shareholders to acquire, directly or indirectly, engage an interest in or invest in securities of any business Person whose business, at the time of such acquisition or investment, derives less than 5% of its revenues from the daily general use automobile rental business; (ii) the Shareholders to invest in North America with respect to manufacturing or selling any products securities, which are publicly traded or listed on any securities exchange or automated quotation system, of any Person engaged in the daily general use automobile rental business so long as such investment is solely as a passive investor and not with the purpose or intent of controlling or managing such Person and which constitute no more than 5% of the outstanding securities of the same as any class of the Products issuer thereof; (iii) Normxx X. Xxxxx xxx Willxxx X. Xxxxx, Xx., xx provide legal services to any automobile rental business; and/or (iv) Willxxx X. Xxxxx, Xx. xx, directly or indirectly, invest in, manage, operate, join or control as in existence on the date hereof through and including the Closing Date in sales to customers a partner, stockholder, consultant or otherwise any Person that engages in the Quick Service Restaurant automobile business. (b) The Shareholders, Republic and Food Service Distribution businesses (a “Prohibited Business”); provided, however, nothing each Republic Subsidiary has independently consulted with its counsel and after such consultation agrees that the covenants set forth in this Section 5.9 6.12 are reasonable and proper. It is the desire and intent of the parties that the provisions of this Section 6.12 shall prohibit be enforced to the fullest extent permissible under applicable Law. If all or prevent Seller or any of its Affiliates from: (i) continuing to conduct any business it is currently conducting that is not part of the Business and which would constitute a Prohibited Businessthis Section 6.12 is held invalid, provided that revenues attributed to such business shall not in any twelve month period exceed Fifteen Million Dollars ($15,000,000); (ii) selling boxboard used to make the Products illegal or used to make any other items to any Person, including competitors incapable of the Business; (iii) owning or acquiring up to an aggregate of 10% of the ownership interest of any entity engaged in any Prohibited Business or making passive investments in the ordinary course of business in investment funds that make investments in entities engaged in any Prohibited Business, provided that, in either case, none of such Persons is active in the management or governance of such entity; or (iv) owning or operating any Prohibited Business if such Prohibited Business was acquired as a result of a merger or other acquisition; provided, (x) the revenue generated being enforced by any Prohibited Business Law or public policy, all other terms and provisions of such acquired entity or business for the preceding fiscal year do not account for more than 25% this Agreement shall nevertheless remain in full force and effect. If any part of the total revenues of such entity or business for such period; and (y) no later than 12 months after such acquisition, the applicable acquiring Person shall have entered into an agreement providing for a divestiture of any Prohibited Business so acquired, so that following the closing of such divestiture the activities of the entity or business so acquired will once again be in compliance with this Section 5.96.12 is finally determined in a proceeding by a Governmental Authority to be excessively broad as to duration, scope, activity or subject, such part will be construed by limiting and reducing it so as to be enforceable to the maximum extent compatible with applicable Law.

Non-Competition. For During the Term and for a period of two twelve (212) years after months following the Closingtermination of the Employee’s employment if such employment termination was pursuant to Section 5.1 or Section 5.2, neither Seller nor any or twenty-four (24) months following the termination of its Affiliates shallthe Employee’s employment termination if such employment termination was pursuant to Section 5.3 (the “Non-Compete Period”), the Employee shall not, directly or indirectly, whether individually, as a director, manager, member, stockholder, partner, owner, employee, consultant or agent of any business, or in any other capacity, other than on behalf of the Company or its Affiliates, organize, establish, own, operate, manage, control, engage in, participate in, invest in, permit her name to be used by, act as a consultant or advisor to, render services for (alone or in association with any person, firm, corporation or business organization), or otherwise assist any person or entity that engages in or owns, invests in, operates, manages or controls any venture or enterprise which engages or proposes to engage in (a) the sale, distribution, manufacturing and/or design of structural metal components and assemblies for the automotive industry, or (b) any other business in North America with respect to manufacturing conducted by the Company, any other member of the Company Group or selling any products which are the same as any of the Products as in existence their respective Affiliates on the date hereof through and including of the Closing Date in sales Employee’s termination of employment or within twelve (12) months after the Employee’s employment termination if such employment termination was pursuant to customers Section 5.1 or Section 5.2, or twenty-four (24) months after the Employee’s employment termination if such employment termination was pursuant to Section 5.3, in the Quick Service Restaurant and Food Service Distribution businesses geographic locations where the Company, the other members of the Company Group and/or their respective Affiliates engage or propose to engage in such business (a the “Prohibited Business”); provided, however. Notwithstanding the foregoing, nothing in this Section 5.9 Agreement shall prohibit or prevent Seller or any of its Affiliates from: the Employee from owning for passive investment purposes not intended to circumvent this Agreement, less than five percent (i5%) continuing to conduct any business it is currently conducting that is not part of the publicly traded common equity securities of any company engaged in the Business (so long as the Employee has no power to manage, operate, advise, consult with or control the competing enterprise and which would constitute no power, alone or in conjunction with other affiliated parties, to select a Prohibited Businessdirector, provided that revenues attributed to such business shall not in any twelve month period exceed Fifteen Million Dollars ($15,000,000); (ii) selling boxboard used to make the Products manager, general partner, or used to make any other items to any Person, including competitors similar governing official of the Business; (iii) owning or acquiring up to an aggregate of 10% of competing enterprise other than in connection with the ownership interest of normal and customary voting powers afforded the Employee in connection with any entity engaged in any Prohibited Business or making passive investments in the ordinary course of business in investment funds that make investments in entities engaged in any Prohibited Business, provided that, in either case, none of such Persons is active in the management or governance of such entity; or (iv) owning or operating any Prohibited Business if such Prohibited Business was acquired as a result of a merger or other acquisition; provided, (x) the revenue generated by any Prohibited Business of such acquired entity or business for the preceding fiscal year do not account for more than 25% of the total revenues of such entity or business for such period; and (y) no later than 12 months after such acquisition, the applicable acquiring Person shall have entered into an agreement providing for a divestiture of any Prohibited Business so acquired, so that following the closing of such divestiture the activities of the entity or business so acquired will once again be in compliance with this Section 5.9permissible equity ownership).

Non-Competition. (a) For a period of two (2) three years after the Closing, neither Seller nor any of its Affiliates shall, directly or indirectly, engage in any business in North America with respect to manufacturing or selling any products which are the same as any of the Products as in existence beginning on the date hereof through Closing Date, Sellers shall not, and including the Closing Date in sales to customers in the Quick Service Restaurant shall cause its officers, directors, employees and Food Service Distribution businesses (a “Prohibited Business”); provided, however, nothing in this Section 5.9 shall prohibit or prevent Seller or any of its Affiliates from:not to, (i) continuing to conduct acquire or invest in any business it is currently conducting that is not part of whose operations competes with the EMG Business and which would constitute a Prohibited Business, provided that revenues attributed to such business shall not in any twelve month period exceed Fifteen Million Dollars ($15,000,000)within the United States; (ii) sell any goods, services or products that compete with the EMG Business within the United States; or (A) induce or attempt to induce any employee of Buyer to leave the employ of Buyer, or in any way interfere with the relationship between Buyer and any employee thereof; (B) hire directly or through another entity any person who was an employee of Buyer at any time prior to or during the three years from the Closing Date unless such person has approached Sellers without any solicitation or inducement by Sellers or (C) induce or attempt to induce any customer, supplier, licensee or other business relation of the EMG Business to cease doing business with the EMG Business, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the EMG Business. (b) The provisions of Section 7.16(a) do not prohibit Sellers or their Affiliates from (i) acquiring another Person engaged in activities prohibited by Section 7.16(a) if at the time of the acquisition such other Person's sales during its most recently completed fiscal year from activities otherwise prohibited by Section 7.16(a) represents less than fifteen percent (15%) of such Person's consolidated sales for its most recently completed fiscal year (provided, however, that if sales from the prohibited activities represent five percent (5%) or more of such Person's consolidated sales for its most recently completed fiscal year, the Sellers and their affiliates shall dispose of or discontinue the business engaged in such prohibited activities within eighteen months after the consummation of such acquisition), (ii) acquiring up to five percent of the securities of any Person that is engaged in activities prohibited by Section 7.16(a) if the securities of such Person are listed on a national securities exchange or the NASDAQ Automated Quotation System, (iii) selling boxboard used products manufactured or marketed by the Echlin-Mexicana and CUMSA business lines to make Persons in the Products United States, or used to make (iii) engaging in any business activity other items to than the EMG Business in which Sellers or their Affiliates are currently engaged with any Person, including competitors the Retained Business Lines (except that Xxxx Canada Inc. shall not sell in the United States any goods, services or products that compete with the EMG Business). (c) Sellers shall not, nor shall any of their Affiliates, including, without limitation, Candados Universales de Mexico, S.A. de C.V. ("CUMSA") and Echlin Industrias de Mexico, S.A. de C.V. ("Echlin-Mexicana"), use in North America any of the Business;trademarks, service marks, trade dress, logos, slogans, trade names, corporate names, together with all translations, adaptations, derivations, and combinations thereof, that are Acquired Assets, except as expressly provided in any license from Buyer to Seller with respect to any Acquired Intellectual Property. (iiid) owning For a period of three years beginning on the Closing Date, Buyer shall not, and shall cause its officers, directors, employees and Affiliates not to (i) induce or acquiring up attempt to induce any employee of Sellers to leave the employ of Sellers, or in any way interfere with the relationship between a Seller and any employee thereof or (ii) hire directly or through another entity any person who was an aggregate employee of 10% a Seller at any time prior to or during the three years from the Closing Date unless such person has approached Buyer without any solicitation or inducement by Buyer. (e) If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 7.16 is invalid or unenforceable, the Parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or area of the ownership interest of term or provision, to delete specific words or phrases, or to replace any entity engaged in any Prohibited Business invalid or making passive investments in unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the ordinary course of business in investment funds that make investments in entities engaged in any Prohibited Business, provided that, in either case, none of such Persons is active in the management or governance of such entity; or (iv) owning or operating any Prohibited Business if such Prohibited Business was acquired as a result of a merger or other acquisition; provided, (x) the revenue generated by any Prohibited Business of such acquired entity or business for the preceding fiscal year do not account for more than 25% intention of the total revenues of such entity invalid or business for such period; unenforceable term or provision, and (y) no later than 12 months this Agreement shall be enforceable as so modified after such acquisition, the applicable acquiring Person shall have entered into an agreement providing for a divestiture of any Prohibited Business so acquired, so that following the closing of such divestiture the activities expiration of the entity or business so acquired will once again time within which the judgment may be in compliance with this Section 5.9appealed.

Non-Competition. For a (a) As an inducement for the Corporation entering into the Merger Agreement, as consideration for the right to make the investment contemplated by this Agreement and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the undersigned Purchaser hereby covenants and agrees that during the period of two commencing on the Closing Date and ending on the third anniversary thereof (2the "Non-Compete Termination Date," and such period (as may be extended pursuant to Section 5.1(b)) years after below, the Closing"Non-Compete Period"), neither Seller nor any of its Affiliates shallsuch Purchaser will not, directly or indirectly, engage either as principal, manager, agent, consultant, officer, stockholder, partner, investor, lender or employee or in any other capacity, carry on, be engaged in or have any financial interest in, any business which is in North America competition with respect the business of the Corporation or any of its subsidiaries or any group, division or affiliate of the Corporation who is engaged in the same business or businesses as the Corporation or any of its affiliates (the "Restricted Group") at any time during the Non-Compete Period. For purposes of this Section 5.1, a business will be deemed to be in competition with the Restricted Group if, at any time during the Non-Compete Period, it is involved in the sale, or other dealing in any property or the rendering of any service sold, dealt in or rendered by the Restricted Group as a part of the business of the Corporation or any of its subsidiaries during the Non-Compete Period within the same geographic area in which the Restricted Group effects such sales or dealings or renders such services. Nothing in this Section 5.1 will be construed so as to preclude the Purchaser from (a) investing in any publicly-held company, provided his beneficial ownership of any class of such company's securities does not exceed 5% of the outstanding securities of such class, (b) working in any sector of the safety industry where neither the Corporation nor any subsidiary thereof is (i) marketing or manufacturing products or selling (ii) to the knowledge of the Purchaser, acquiring, establishing or planning to acquire or establish a company that markets or manufactures such products in that sector of the market or (c) working for any products employer if (i) such employer's aggregate revenues during the then immediately preceding twelve (12) months derived from operations which are in competition with the same as Restricted Group represent less than 10% of such employer's gross revenues and the Purchaser does not provide any services directly or indirectly for such competing operations or (ii) the Restricted Group has de minimis revenues resulting from businesses that are in competition with such employer. (b) The Corporation may extend the Non-Compete Termination Date to the fifth anniversary of the Products as in existence on the date hereof through and including the Closing Date in sales the event that the Corporation repurchases all of the Purchased Securities from the Purchaser prior to customers in the Quick Service Restaurant and Food Service Distribution businesses (a “Prohibited Business”); providedfifth anniversary of the Closing Date. Notwithstanding the foregoing, however, nothing in this Section 5.9 shall prohibit or prevent Seller or any the Corporation may only exercise its right to extend the Non-Compete Period if it pays the cash purchase price for the Purchased Securities within 60 days of its Affiliates from: (i) continuing to conduct any business it is currently conducting that is not part the repurchase of such shares by the Business and which would constitute a Prohibited Business, provided that revenues attributed to such business shall not in any twelve month period exceed Fifteen Million Dollars ($15,000,000); Corporation or (ii) selling boxboard used to make the Products or used to make any other items to any Person, including competitors determination of the Business; (iii) owning or acquiring up to an aggregate of 10% of the ownership interest of any entity engaged in any Prohibited Business or making passive investments in the ordinary course of business in investment funds that make investments in entities engaged in any Prohibited Business, provided that, in either case, none fair market value of such Persons is active shares (as determined by the Board in the management or governance of such entity; or (iv) owning or operating any Prohibited Business if such Prohibited Business was acquired as a result of a merger or other acquisition; provided, (x) the revenue generated by any Prohibited Business of such acquired entity or business for the preceding fiscal year do not account for more than 25% of the total revenues of such entity or business for such period; and (y) no later than 12 months after such acquisition, the applicable acquiring Person shall have entered into an agreement providing for a divestiture of any Prohibited Business so acquired, so that following the closing of such divestiture the activities of the entity or business so acquired will once again be in compliance with this Section 5.9good faith).

Non-Competition. For a (a) Except as permitted in this Section 6.11 during the period commencing at the Effective Time and ending on the second anniversary of two (2) years after the ClosingEffective Time, neither Seller nor any HCA agrees that it shall not, and shall cause each of its Affiliates shallControlled Subsidiaries not to, directly or indirectly, engage in any business in North America with respect to manufacturing or selling any products which are the same as any of the Products as in existence on the date hereof through and including the Closing Date in sales to customers in the Quick Service Restaurant and Food Service Distribution businesses (a “Prohibited Business”); provided, however, nothing in this Section 5.9 shall prohibit or prevent Seller or any of its Affiliates from: (i) continuing to conduct engage in the operation of any business it is currently conducting that is not part of Competing Business located within the Business and which would constitute a Prohibited BusinessTerritory, provided that revenues attributed to such business shall not in any twelve month period exceed Fifteen Million Dollars ($15,000,000); or (ii) selling boxboard used to make acquire, lease, construct, develop or own any Competing Business located within the Products Territory, or used to make any other items to any Person, including competitors of the Business; (iii) owning be a controlling shareholder, controlling partner, controlling member or acquiring up controlling equity holder of, exercise management control over, or acquire or maintain a controlling interest in, any Competing Business that is located within the Territory (items (i) through (iii) collectively, “Restricted Activities”). (b) This Section 6.11 shall continue to an aggregate apply if HCA is acquired by or merged with or into any other Person that engages in Restricted Activities, but shall not apply to (i) any Restricted Activities of 10% such other Person existing as of the ownership effective time of such merger or sale (including the completion of (A) the acquisition, development or construction of a Competing Business, or (B) the acquisition of an interest of any entity in a Person that is engaged in any Prohibited Business or making passive investments in the ordinary course of business in investment funds that make investments in entities engaged in any Prohibited BusinessRestricted Activities, provided that, in either case, none is under way at the effective time of the merger or acquisition), (ii) expansions and extensions of such Persons is active existing exempt Restricted Activities, or (iii) insofar as the Restricted Activities described in clauses (i) and (ii), above, are concerned, to such other Person or its Affiliates that engage in such Restricted Activities. (c) Nothing herein contained shall be deemed to prevent or limit the management right of HCA or governance any of its Controlled Subsidiaries to purchase, acquire, merge or consolidate with, by any means whatsoever (and, thereafter, to own or operate), any Person (or the assets of any Person) that engages in Restricted Activities so long as the Person or assets that are purchased or acquired have or include five or more general acute care hospitals, with at least 4 of such entity; orhospitals located outside the Territory. Additionally, the covenants in Section 6.11(a) will not apply to (i) any Persons or assets, operations or facilities that cease to be owned, directly or indirectly, by HCA, including assets, operations or facilities that may be divested or spun-off by HCA or its Affiliates, (ii) any transitional services (including IT and billing/collections services) provided by or on behalf of HCA or its Affiliates to (A) any such Person or assets, operations or facilities referred to in clause (i) above or (B) any Persons in which HCA has, directly or indirectly, any non-controlling ownership interest. (ivd) owning HCA recognizes that the covenants in this Section 6.11, and the territorial, time and other limitations with respect thereto, are reasonable and properly required for the adequate protection of the acquisition of the Acquired Company Ownership Interests by Purchaser, and agrees that such limitations are reasonable with respect to its activities, business and public purpose. HCA agrees and acknowledges that the violation of the covenants or operating agreements in this Section 6.11 would cause irreparable injury to Purchaser and that the remedy at law for any Prohibited Business if such Prohibited Business was acquired as a result of a merger violation or threatened violation thereof would be inadequate and that, in addition to whatever other remedies may be available at law or in equity, Purchaser shall be entitled to temporary and permanent injunctive or other acquisition; provided, equitable relief without the necessity of proving actual damages or posting bond. The parties hereto also waive any requirement of proving actual damages in connection with the obtaining of any such injunctive or other equitable relief. (xe) It is the revenue generated by any Prohibited Business intention of such acquired entity or business for each party hereto that the preceding fiscal year do not account for more than 25% provisions of this Section 6.11 shall be enforced to the fullest extent permissible under the laws and the public policies of the total revenues state in which the applicable portion of the Territory is located, but that the unenforceability (or the modification to conform with such entity laws or business for such period; and (ypublic policies) no later than 12 months after such acquisitionof any provisions hereof shall not render unenforceable or impair the remainder of this Agreement. Accordingly, if any term or provision of this Section 6.11 shall be determined to be illegal, invalid or unenforceable, either in whole or in part, this Agreement shall be deemed amended to delete or modify, as necessary, the applicable acquiring Person shall have entered into an agreement providing for a divestiture offending provisions and to alter the balance of any Prohibited Business so acquired, so that following this Agreement in order to render the closing of such divestiture same valid and enforceable to the activities of the entity or business so acquired will once again be in compliance with this Section 5.9fullest extent permissible as aforesaid.

Non-Competition. For a During the period of two (2) beginning on the Closing Date and ending on the date that is three years and six months after the ClosingClosing Date (the “Restricted Period”), neither Seller nor any of shall not, and shall cause its Affiliates shall(together with Seller, the “Restricted Entities”) not to, directly or indirectly, engage issue or sell in any business in North America with respect to manufacturing state or selling jurisdiction within the United States, any products which are the same as any or services of the Products as in existence on the date hereof through and including the Closing Date in sales to customers in the Quick Service Restaurant and Food Service Distribution businesses (a “Prohibited Business”); provided, however, nothing in this Section 5.9 shall prohibit or prevent Seller or any of its Affiliates from: (i) continuing to conduct any business it is currently conducting type that is not comprises part of the Business as of the date hereof and which would constitute a Prohibited Businessthat was underwritten, issued, sold, renewed or serviced as part of the Business during the two years prior to the date hereof (the “Competing Businesses”); provided , however , that revenues attributed to such business this Section 5.13 shall not prohibit or in any twelve month period exceed Fifteen Million Dollars way prevent or restrict: ($15,000,000)a) any Restricted Entity from operating any business other than the Business (including the business described in the proviso included in the definition of “Business”) or from operating the Business from and after the time at which the Business or any portion thereof is recaptured under any coinsurance agreement; (b) any Restricted Entity from providing (i) provider network access or network management services; (ii) selling boxboard used to make the Products medical management, case management, or used to make cost containment services; or (iii) administrative services for short-term disability plans that are provided in conjunction with a self-funded plan sponsor’s medical benefits coverage or plan that is administered or serviced by a Restricted Entity. (c) any Restricted Entity from performing any act or conducting any business expressly required by this Agreement or any other items to any Person, including competitors of the BusinessTransaction Agreement; (iiid) owning any Restricted Entity from entering into a reinsurance agreement or acquiring up to an aggregate similar arrangement primarily reinsuring the Competing Business of 10% a ceding company that is not a Restricted Entity, so long as none of the ownership interest Restricted Entities engages in the issuing, underwriting, selling, distributing, marketing, delivering, cancelling or administering of such underlying reinsured business; (e) any entity engaged Restricted Entity from (A) making any investment or providing advisory services (or activities related thereto) in any Prohibited Business a fiduciary or making passive investments agency capacity and carried out on behalf of clients or other third party beneficiaries in the ordinary course of business business, or (B) making passive investments for general insurance accounts or investment management, proprietary investing or trading activities in investment funds the ordinary course of its businesses; provided that make investments in entities no event shall the aggregate ownership interest held by Restricted Entities in any Person engaged in any Prohibited a Competing Business, provided thatwhether directly or indirectly, equal or exceed 20% of the aggregate voting power or issued and outstanding equity securities of such Person, subject to Sections 5.13(f) and (g) below; (f) the ownership of, any affiliation with, or the conduct of any other activity with respect to, a Person that conducts, either directly or indirectly, a Competing Business (any such person, together with all of its Affiliates, a “Competing Person”) that is the result of (A) the merger, consolidation, share exchange, sale or purchase of assets, scheme of arrangement or similar business combination involving any Restricted Entity with any Competing Person or (B) the acquisition of 20% or more of the voting power or outstanding equity interests in any Competing Person by any Restricted Entity, if, in the case of either case(A) or (B), none at least 66 2/3% of the total consolidated revenues of such Persons is active Competing Person in the management calendar year prior to such ownership or governance affiliation was derived from activities that do not constitute Competing Business; provided , however , that such Restricted Entity may proceed with such acquisition of a Competing Person that derived in excess of 33 1/3% of its total consolidated revenues in its most recent fiscal year from activities that constitute Competing Business only if such Restricted Entity divests, within 24 months of its acquisition, a sufficient portion of such entityCompeting Person such that the total consolidated revenues from activities that constitute Competing Business that remain with any such Competing Person after such divestment over the last four full fiscal quarters prior to such acquisition are not greater than 33 1/3% of its consolidated revenues for such period; or (ivg) owning subject to the foregoing clause (f), any Restricted Entity from foreclosing on collateral of or operating acquiring any Prohibited Business if of the outstanding capital stock or other interests in any person that has outstanding indebtedness to any Restricted Entity, or engaging in any activities otherwise prohibited by this Section 5.13 in connection with any such Prohibited Business was acquired Person as a result of a merger the acquisition of such capital stock or other acquisition; provided, (x) the revenue generated by any Prohibited Business of such acquired entity or business for the preceding fiscal year do not account for more than 25% of the total revenues of such entity or business for such period; and (y) no later than 12 months after such acquisition, the applicable acquiring Person shall have entered into an agreement providing for interests in connection with a divestiture of any Prohibited Business so acquired, so that following the closing of such divestiture the activities of the entity or business so acquired will once again be in compliance with this Section 5.9debt previously contracted.

Non-Competition. For (a) During the period beginning on the Closing Date and ending on the fifth (5th) anniversary of the Closing Date (the “Non-Competition Period”), each of X. Xx, Xxxxx and Pen (each, a period “Restricted Party”) shall not, and shall cause each of two (2) years after the Closing, neither Seller nor any of its their Affiliates shallnot to, directly or indirectly, (i) acquire, own, manage, operate, join, control, participate in the ownership, management, operation or control of or engage in, consult with or perform services for, lend money or capital to, invest capital in, or be connected in any manner with, including as a partner or through ownership of Equity Interests in, any business or Person (other than ownership of Equity Interests in North America Buyer or any of its Affiliates) that engages anywhere in the world (the “Restricted Territory”) that competes with the Business or (ii) become employed by or otherwise render personal services to any Person (other than Buyer or any of its Affiliates) that competes with the Business; provided, that nothing in this Agreement will prohibit any Restricted Party’s ability to (A) make or maintain passive investments of less than five percent (5%) of the outstanding equity of a Person so long as such Restricted Party or Affiliate, as applicable, has no active participation in connection with the business of such Person, (B) continue after the Closing to own or operate the businesses described in clauses (a) and (b) of the definition of “Excluded Businesses”, subject to the scope and geographic limitations set forth in such definition, or (C) with respect to manufacturing or selling any products which the Restricted Parties who are the same as any members of the Products board of directors of NimbleFins as in existence on the date hereof through and including of the Closing Date in sales Date, continue to customers in serve as board members of NimbleFins for so long as such board membership is required by applicable Laws. (b) During the Quick Service Restaurant Non-Competition Period, each Restricted Party and Food Service Distribution businesses X. Xx shall not, and shall cause each of their Affiliates not to, directly or indirectly, solicit or offer employment to any individual who is an employee of any Acquired Company or otherwise induce or attempt to induce (a “Prohibited Business”)whether for their own account or for the account of any other Person) any individual who is an employee of any Acquired Company to leave the employ of Buyer, its Affiliates or any Acquired Company; provided, however, that nothing in this Section 5.9 6.6(b) shall prohibit any Restricted Party from: (i) using general solicitations (including through search firms) not targeted at employees of any Acquired Company, or prevent Seller employing any individual who responds to such solicitation; (ii) hiring, employing or discussing employment with any individual who contacts such Restricted Party independently without any solicitations by such Restricted Party or (iii) soliciting any individual who has left the employment of Buyer, its Affiliates or any Acquired Company at least twelve (12) months prior to such Restricted Party soliciting such individual. (c) During the Non-Competition Period, each Restricted Party shall not, and shall cause each of their Affiliates not to, directly or indirectly, induce or attempt to induce any customer, supplier, licensee or other business relation of any Acquired Company to cease doing business with Buyer, any Acquired Company or any of its their respective Affiliates from:or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and Buyer, any Acquired Company or any of their respective Affiliates. (id) continuing Each Restricted Party agrees that such Restricted Party’s obligations under this Section 6.6 are special and unique and that any violation thereof would not be adequately compensated by money damages, and each expressly grants Buyer the right to conduct any business it is currently conducting that is not part specifically enforce (including injunctive relief where appropriate) the terms of this Section 6.6. (e) The obligations contained in this Section 6.6 shall be construed as a series of separate covenants, one for each country, state, city or other political subdivision of the Business Restricted Territory. If any of such separate covenants (or any part thereof) is deemed invalid or unenforceable, Buyer and which would constitute a Prohibited Business, provided the Restricted Parties agree that revenues attributed such invalid or unenforceable covenant (or such part) shall be eliminated from this Agreement to such business shall not in the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. If any twelve month period exceed Fifteen Million Dollars ($15,000,000); (ii) selling boxboard used to make the Products or used to make any other items to any Person, including competitors of the Business; (iii) owning or acquiring up to an aggregate provisions of 10% of the ownership interest of any entity engaged in any Prohibited Business or making passive investments in the ordinary course of business in investment funds that make investments in entities engaged in any Prohibited Business, provided that, in either case, none of such Persons is active in the management or governance of such entity; or (iv) owning or operating any Prohibited Business if such Prohibited Business was acquired as a result of a merger or other acquisition; provided, (x) the revenue generated by any Prohibited Business of such acquired entity or business for the preceding fiscal year do not account for more than 25% of the total revenues of such entity or business for such period; and (y) no later than 12 months after such acquisition, the applicable acquiring Person shall have entered into an agreement providing for a divestiture of any Prohibited Business so acquired, so that following the closing of such divestiture the activities of the entity or business so acquired will once again be in compliance with this Section 5.96.6 are deemed to exceed the time, geographic or scope limitations permitted by applicable Law, Buyer and the Restricted Parties agree that such provisions shall be reformed to the maximum time, geographic or scope limitations, as the case may be, permitted by applicable Law.

Non-Competition. For (a) Except as otherwise specifically provided in any of the Ancillary Agreements, for a period of two (2) three years after the ClosingClosing Date, neither Seller nor any of the Purchaser shall not, and shall cause its Affiliates shallnot to, directly or indirectly, anywhere in the world, use in the Restricted Areas, except in those Restricted Areas described in clauses (d), (f) and (h) of the definition of Restricted Areas, any of (i) the products set forth on Schedules A through C to the Technology Transfer Agreement, including as improved during such three year period, (ii) the Transferred Intellectual Property, (iii) the Intellectual Property provided under the Transferred IP Agreements or (iv) the Transferred Products Know-how (which, as used in this Section 5.11(a), has the meaning assigned to it in the Technology Transfer Agreement) licensed under the Technology Transfer Agreement. (b) Except as otherwise specifically provided in any of the Ancillary Agreements, for either (x) a period of five years after the Closing Date or (y) a period of three years after the last Facility Transfer Date, whichever is longer, BSC shall not, and shall cause its Affiliates not to, directly or indirectly, anywhere in the world, engage in the Business or, without the prior written consent of the Purchaser, directly or indirectly, own an interest in, manage, operate, join, control or participate in or be connected with, as a member, agent, partner, stockholder or investor, any Person anywhere that engages in the Business; provided that, for the purposes of this Section 5.11(b), (i) the ownership of securities having no more than five percent of the outstanding voting power of any such Person which are listed on any national securities exchange shall not be deemed to be in violation of this Section 5.11(b) as long as BSC and its Affiliates have no other connection or relationship with such Person, (ii) the ownership of no more than ten (10) percent of the outstanding ownership interest in any fund which invests in, manages or operates such Person shall not be deemed to be in violation of this Section 5.11(b) so long as (A) the principal purpose of such fund is not to make investments in Persons that engage in the Business, and (B) BSC or the Affiliate thereof owning such interest does not control or exercise any influence over such Person, and (ii) BSC and its Affiliates shall not be prohibited from acquiring shares of capital stock or assets of any Person (an “Acquired Business”) that has operations that would otherwise be restricted under this Section 5.11(b) or from continuing to operate such Acquired Business if (A) the primary purpose or effect of such acquisition shall not be for BSC or its Affiliates to engage in the Business, (B) the Acquired Business is not primarily engaged in any business that engages in North America with respect to manufacturing or selling any products which are the same as any Business, and (C) either (x) the annual net revenues of the Products as portion of the Acquired Business that engages in existence on the date hereof through and including Business do not exceed $30 million for the most recently completed fiscal year of the Acquired Business prior to such acquisition or (y) if the annual net revenues of the portion of the Acquired Business that engages in the Business exceed $30 million for the most recently completed fiscal year or in any twelve (12) month period ending after the Closing Date in sales (but prior to customers the expiration of the period set forth in the Quick Service Restaurant preceding sentence), BSC and Food Service Distribution businesses its Affiliates shall sell or otherwise dispose of that portion of the Acquired Business that engages in the Business no later than twelve (a “Prohibited Business”); provided12) months after either the date of such acquisition or the last day of the last month of the twelve month period in which the aggregate net revenues of the portion of the Acquired Business that engaged in the Business exceeded $30 million, howeveras applicable. Notwithstanding anything to the contrary, nothing in this Section 5.9 5.11(b) shall prohibit apply to any Person or its Affiliates (other than BSC and its Affiliates prior to the date of acquisition (and their respective assets however held)) that acquires a majority of the capital stock of BSC and that prior to such acquisition already was engaged in the Business. (c) If any covenant in this Section 5.11 is found to be invalid, void or unenforceable in any situation in any jurisdiction by a final determination of a court or any other Governmental Authority of competent jurisdiction, the parties agree that: (i) such determination will not affect the validity or enforceability of (A) the offending term or provision in any other situation or in any other jurisdiction or (B) the remaining terms and provisions of this Section 5.11 in any situation in any jurisdiction; (ii) the offending term or provision will be reformed rather than voided and the court or Governmental Authority making such determination will have the power to reduce the scope, duration or geographical area of any invalid or unenforceable term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable provision, in order to render the restrictive covenants set forth in this Section 5.11 enforceable to the fullest extent permitted by applicable Law; and (iii) the restrictive covenants set forth in this Section 5.11 will be enforceable as so modified. (d) Nothing in this Section 5.11 shall prevent Seller Purchaser or its Affiliates from reprocessing any medical device for any purpose for use in any field; provided that the foregoing shall not permit the Purchaser or any of its Affiliates from: to market or promote any Product described in clause (i) continuing to conduct any business it is currently conducting of Section 5.11(a) in a manner that is not part of the Business and which would constitute a Prohibited Business, provided that revenues attributed to such business shall not in any twelve month period exceed Fifteen Million Dollars ($15,000,000violates Section 5.11(a); (ii) selling boxboard used to make the Products or used to make any other items to any Person, including competitors of the Business; (iii) owning or acquiring up to an aggregate of 10% of the ownership interest of any entity engaged in any Prohibited Business or making passive investments in the ordinary course of business in investment funds that make investments in entities engaged in any Prohibited Business, provided that, in either case, none of such Persons is active in the management or governance of such entity; or (iv) owning or operating any Prohibited Business if such Prohibited Business was acquired as a result of a merger or other acquisition; provided, (x) the revenue generated by any Prohibited Business of such acquired entity or business for the preceding fiscal year do not account for more than 25% of the total revenues of such entity or business for such period; and (y) no later than 12 months after such acquisition, the applicable acquiring Person shall have entered into an agreement providing for a divestiture of any Prohibited Business so acquired, so that following the closing of such divestiture the activities of the entity or business so acquired will once again be in compliance with this Section 5.9.

Non-Competition. For (a) In addition to any other non-competition agreement between the Company and a period Member (including in the Share Purchase Agreement), each Member owning Class A Interests agrees that as long as each such Member owns any Class A Interests, each of two (2) years after the Closingthem will not, neither Seller nor and each such Member will not permit any of its Affiliates shallto (provided, however, that all of the restrictions with respect to Affiliates of Ventures and GAM in this Section 7.06(a) shall only apply to Affiliates of Ventures and GAM that are controlled by either Ventures or GAM (other than Chipotle Mexican Grill, Inc.) and provided, further, that it will apply to McDonald’s USA, an upstream Affiliate of Ventures, only to the extent provided in Section 8.19 of the Purchase, License and Service Agreement, dated as of December 1, 2005, by and between McDonald’s USA and the Company, which section is herein incorporated in its entirety), directly or indirectly, engage in any business in North America with respect to manufacturing or selling any products which are the same as any of the Products as in existence on the date hereof through and including the Closing Date in sales to customers in the Quick Service Restaurant and Food Service Distribution businesses (a “Prohibited Business”); provided, however, nothing in this Section 5.9 shall prohibit or prevent Seller or any of its Affiliates from: (i) continuing to conduct whether or not for compensation, engage (A) in any capacity in the automated DVD-vending business or (B) in any business it is currently conducting that is not part of in which the Business and which would constitute a Prohibited BusinessCompany engages or operates anywhere in North America or Europe, provided that revenues attributed Coinstar shall be permitted to exercise its rights under the DVDXpress Credit Agreement and the DVDXpress Option (as such business shall not terms are defined in any twelve month period exceed Fifteen Million Dollars ($15,000,000the LLC Interest Purchase Agreement), to the extent that the exercise of such rights is permitted under Section 6.06 of the LLC Interest Purchase Agreement; (ii) selling boxboard used solicit, induce or attempt to make persuade any employee or agent of the Products Company to terminate his or used to her employment or agency relationship with the Company or hire any Person who was, during the six (6) months preceding the date of a solicitation or hire, an employee or agent of the Company, provided, that each Member may (A) make any other items to general solicitation for employees (through the engagement of search firms, public advertising or otherwise) not directed at any Person, including competitors employee of the Business;Company or (B) hire any person who responds to such a general solicitation or who makes an unsolicited application for employment; or (iii) owning directly or acquiring up to an aggregate indirectly solicit any Person that is at the time of 10% such solicitation a customer of the ownership interest Company or any prospective customer of any entity engaged the Company for the purpose of engaging in any Prohibited Business business transaction of the nature performed by the Company or making passive investments to induce any such customer or prospective customer to terminate its relationship, or not to enter into a relationship, with the Company. (b) Each Member owning Class A Interests acknowledges that the time, scope and other provisions of this Section 7.06 have been specifically negotiated by sophisticated commercial parties and hereby agree that such time, scope and other provisions are reasonable under the circumstances. It is agreed that because other remedies cannot fully compensate the Company for such a violation and because a breach of this covenant by any Member owning Class A Interests would diminish the value of the Class A Interests, the Company shall be entitled to injunctive and other equitable relief to prevent any violation or continuing violation of this Section 7.06, in all cases without the ordinary course need to prove actual damages and without the need to post any bond or other form of business in investment funds that make investments in entities engaged security. If, in any Prohibited Businessaction before any Governmental Entity legally empowered to enforce this Agreement, provided thatany term, restriction, covenant or promise in either case, none of such Persons is active in the management or governance of such entity; or (iv) owning or operating any Prohibited Business if such Prohibited Business was acquired as a result of a merger or other acquisition; provided, (x) the revenue generated by any Prohibited Business of such acquired entity or business for the preceding fiscal year do not account for more than 25% of the total revenues of such entity or business for such period; and (y) no later than 12 months after such acquisition, the applicable acquiring Person shall have entered into an agreement providing for a divestiture of any Prohibited Business so acquired, so that following the closing of such divestiture the activities of the entity or business so acquired will once again be in compliance with this Section 5.97.06 is found to be unreasonable and for that reason unenforceable, then such term, restriction, covenant or promise shall be deemed modified to the extent necessary to make it enforceable by such Governmental Entity. Each Member owning Class A Interests acknowledges that its agreements and covenants set forth in this Section 7.06 are material conditions to the purchase of Class A Interests by the other Members owning Class A Interests and are necessary to protect the Company and impose reasonable restraints on each Member and its Affiliates.

Non-Competition. For a (a) During the period of two (2) years after beginning at the Closing, neither Seller nor any of its Affiliates shall, directly or indirectly, engage in any business in North America with respect to manufacturing or selling any products which are the same as any of the Products as in existence Closing Date and ending on the date hereof through and including three (3) years following the Closing Date in sales to customers in (the Quick Service Restaurant and Food Service Distribution businesses (a “Prohibited BusinessRestricted Period”), NXP covenants and agrees that no member of NXP Group shall engage in, or acquire any equity or ownership interest in any Person that is engaged in any Restricted Business; provided, however, nothing in this Section 5.9 shall prohibit or prevent Seller or any that no member of its Affiliates from: NXP Group will be deemed to be so engaged solely by reason of (i) continuing any passive investment in a Person to conduct any business it is currently conducting the extent that is such investment does not part constitute ownership of more than five percent (5%) of the Business outstanding voting stock of such Person, and which would constitute a Prohibited Businessno member of the NXP Group is engaged in the management of, provided that revenues attributed to or sits on the board of directors or other governing body of, any such business shall not in any twelve month period exceed Fifteen Million Dollars ($15,000,000); Person, or (ii) selling boxboard used to make the Products products, providing services or used to make any other items to any Person, including competitors of the Business; (iii) owning or acquiring up to an aggregate of 10% of the ownership interest of any entity engaged in any Prohibited Business or making passive investments licensing intellectual property in the ordinary course of business in investment funds that make investments in entities to a Person engaged in the Restricted Business. The restrictions in this Section 7.10 shall not apply to the activities of any Prohibited Business, provided that, in either case, none of such Persons is active in Person or business acquired by the management or governance of such entity; or NXP Group after the Closing Date to the extent and so long as (ivA) owning or operating any Prohibited Business if such Prohibited Business was acquired as a result of a merger or other acquisition; provided, (x) less than twenty percent (20%) (the revenue generated by any Prohibited Business “Competitive Threshold”) of the annual gross revenues of such acquired entity Person or business for is derived from a Restricted Business; (y) the preceding fiscal year do not account for more than 25% of the total annual gross revenues of such entity person or business for such periodderived from a Restricted Business are less than $32.5 million; and (yz) no later than 12 months after such acquisitionIntellectual Property of NXP or its Subsidiaries is transferred or licensed to, or otherwise made available for use by, the applicable acquiring acquired Person shall have entered into an agreement providing or business in that Restricted Business or (B) the portion of the acquired Person or business engaged in the Restricted Business (1) is maintained separately from NXP; (2) no Intellectual Property of NXP or its Subsidiaries is transferred or licensed to, or otherwise made available for a divestiture of any Prohibited Business so acquired, so that following use by the closing of such divestiture acquired Person or business in the Restricted Business; and (3) the activities of that Restricted Business are terminated through a winding-down process that is completed no more than six (6) months from the entity date on which such Person or business so acquired will once again be is acquired. The Parties understand and agree that, except as provided in compliance with this Section 5.97. 10, NXP and its Subsidiaries are free to compete with Trident and its Subsidiaries and the Companies and their Subsidiaries and to do business with any such Person or any current or prospective client, customer or supplier of such Person. The provisions in this Section 7.10 shall not restrict the NXP Group from engaging in any activities currently conducted by NXP and its Affiliates (other than the Restricted Business).

Non-Competition. For a period (a) From the Closing Date until the fourth anniversary of two the Closing Date (2) years after the Closing“Restricted Period”), neither without the Buyer’s consent, the Seller nor any shall not, and shall cause each of its Affiliates shallSubsidiaries (the Seller and its Subsidiaries, the “Restricted Party”) not to, directly or indirectlyindirectly (including by means of management, advisory, operating, or similar agreements or arrangements or by any record or beneficial equity interest, either as a principal, trustee, stockholder, partner, joint venture or otherwise, in any Person), engage in a land-based drilling business that competes with the Company Business, for their own account or for any business other Person, in North America with respect any state in which the Company operates the Company Business or otherwise had sales immediately prior to manufacturing or selling any products which are the same as any of the Products as in existence on the date hereof through and including the Closing Date in sales to customers in (the Quick Service Restaurant and Food Service Distribution businesses (a “Prohibited Restricted Business”); provided, however, that nothing in this Section 5.9 Agreement or in the definition of Restricted Business shall prohibit or prevent Seller or in any of its Affiliates fromway restrict the Restricted Party’s ability to: (i) continuing engage in the Restricted Business to conduct any business it is currently conducting that is not part of the Business and which would constitute a Prohibited Business, provided that revenues attributed extent necessary to such business shall not in any twelve month period exceed Fifteen Million Dollars ($15,000,000)perform its duties under this Agreement; (ii) selling boxboard used to make the Products or used to make any other items to any Person, including competitors maintain passive investments of less than five percent of the Business;outstanding equity securities in any entity engaged in the Restricted Businesses listed for trading on any recognized securities exchange or in the over-the-counter markets; or (iii) owning acquire the assets or acquiring up capital stock or other equity interests of or enter into a merger, consolidation of business combination with any other Person engaged in the Restricted Business, provided, however, that the net sales attributable to an aggregate of 10the Restricted Business conducted by such Person account for less than 25% of the ownership interest net sales of such Person for its most recently completed fiscal year. (b) The parties agree that this covenant is personal to the Buyer, and the Buyer may not assign or otherwise transfer this covenant, in whole or in part, to any entity engaged Person other than to other Affiliates of the Buyer. During the Restricted Period, the Seller shall not, and shall cause each of its Affiliates not to, without the prior written consent of the Buyer, directly or indirectly, induce or attempt to induce any customer, reseller, retailer, distributor, supplier, licensee or other Person to cease doing business with the Buyer or the Company or in any Prohibited Business way interfere with the relationship between any such customer, reseller, retailer, distributor, supplier, licensee or making passive investments other Person and the Buyer or the Company. (c) The Seller agrees that any remedy at law for any breach by it or its Affiliates of Section 4.12(a) or Section 4.12(b) would be inadequate, and the Buyer shall be entitled to injunctive or other equitable relief in such case in addition to any other right the ordinary course Buyer may have, whether at law or in equity. Each party intends that the provisions of business this Section 4.12 be enforced under the laws applied in investment funds that each jurisdiction in which enforcement is sought. If any provision of this Section 4.12 shall be held by a court of competent jurisdiction to be invalid or unenforceable, this Section 4.12 shall be amended to revise the scope of such provision to make investments in entities engaged in any Prohibited Businessit enforceable, provided thatif possible, or, if not possible, to delete such provision, in either case, none without affecting the other or remaining provisions of such Persons is active in the management this Section 4.12 or governance of such entity; or (iv) owning this Agreement. Any invalidity or operating any Prohibited Business if such Prohibited Business was acquired as a result of a merger or other acquisition; provided, (x) the revenue generated by any Prohibited Business of such acquired entity or business for the preceding fiscal year do not account for more than 25% of the total revenues of such entity or business for such period; and (y) no later than 12 months after such acquisition, the applicable acquiring Person shall have entered into an agreement providing for a divestiture unenforceability of any Prohibited Business so acquired, so that following the closing provision of such divestiture the activities of the entity or business so acquired will once again be in compliance with this Section 5.94.12 in a jurisdiction will not affect the validity or enforceability of that provision in any other jurisdiction.

Non-Competition. For a period of two (2i) years after Except to the Closingextent that such obligations are prohibited by applicable law, neither Seller nor any of its Affiliates shallduring the Non-Compete Period, the Executive shall not, directly or indirectly, engage (A) solicit or encourage any client or customer of the Employer or a Company Affiliate, or any person or entity who was a client or customer within 180 days prior to Executive’s action to terminate, reduce or alter in a manner adverse to the Employer, any existing business arrangements with the Employer or a Company Affiliate or to transfer existing business from the Employer or a Company Affiliate to any other person or entity, (B) provide services to any entity if (i) the entity competes with the Employer by engaging in any business engaged in North America by the Employer, or (ii) the services to be provided by the Executive to the entity are competitive with respect the Employer or substantially similar to manufacturing or selling any products which are those previously provided by the same as any of Executive to the Products as in existence on the date hereof through and including the Closing Date in sales to customers in the Quick Service Restaurant and Food Service Distribution businesses (a “Prohibited Business”)Employer; provided, however, nothing that following a Change in this Control, Section 5.9 7(d)(i)(B)(i) shall prohibit not apply to the Executive, or prevent Seller or (C) own an interest in any entity described in subsection (B)(i) immediately above; provided, however, that Executive may own, as a passive investor, securities of its Affiliates from: (i) continuing to conduct any business it is currently conducting such entity that is not part of the Business and which would constitute a Prohibited Business, provided that revenues attributed to has outstanding publicly traded securities so long as his direct holdings in any such business entity shall not in the aggregate constitute more than 5% of the voting power of such entity. For purposes of this Section 7(d), a “client or customer” shall be limited to any twelve month period exceed Fifteen Million Dollars actual borrower of the Employer ($15,000,000);as set forth in the Employer’s CAM or substantially similar successor or related system) and any other entity in the “term sheet issued,” “term sheet executed” or “credit committee approved” categories listed in the Employer’s DealTracker or substantially similar successor or related system. The Executive agrees that, before providing services, whether as an employee or consultant, to any entity during the Non-Compete Period, he will provide a copy of this Agreement to such entity, and such entity shall acknowledge to the Employer in writing that it has read this Agreement. The Executive acknowledges that this covenant has a unique, very substantial and immeasurable value to the Employer, that the Executive has sufficient assets and skills to provide a livelihood for the Executive while such covenant remains in force and that, as a result of the foregoing, in the event that the Executive breaches such covenant, monetary damages would be an insufficient remedy for the Employer and equitable enforcement of the covenant would be proper. (ii) selling boxboard used If the restrictions contained in Section 7(d)(i) shall be determined by any court of competent jurisdiction to make the Products be unenforceable by reason of their extending for too great a period of time or used to make over too great a geographical area or by reason of their being too extensive in any other items respect, Section 7(d)(i) shall be modified to any Person, including competitors of the Business; (iii) owning or acquiring up to an aggregate of 10% of the ownership interest of any entity engaged in any Prohibited Business or making passive investments in the ordinary course of business in investment funds that make investments in entities engaged in any Prohibited Business, provided that, in either case, none of such Persons is active in the management or governance of such entity; or (iv) owning or operating any Prohibited Business if such Prohibited Business was acquired as a result of a merger or other acquisition; provided, (x) the revenue generated by any Prohibited Business of such acquired entity or business be effective for the preceding fiscal year do not account maximum period of time for more than 25% of which it may be enforceable and over the total revenues of such entity or business for such period; maximum geographical area as to which it may be enforceable and (y) no later than 12 months after such acquisition, to the applicable acquiring Person shall have entered into an agreement providing for a divestiture of any Prohibited Business so acquired, so that following the closing of such divestiture the activities of the entity or business so acquired will once again maximum extent in all other respects as to which it may be in compliance with this Section 5.9enforceable.

Non-Competition. (a) For a period of two (2) years after the Closing, neither the Seller nor Ball Corporation nor any of its controlled Affiliates shall, directly or indirectly, engage in any business in North America that competes with respect to manufacturing or selling any products which are the same as any of the Products as in existence on the date hereof through and including the Closing Date in sales to customers Business in the Quick Service Restaurant and Food Service Distribution businesses United States, Mexico or Canada (a “Prohibited Business”); provided, however, nothing in this Section 5.9 7.9 shall prohibit or prevent Seller the Seller, Ball Corporation or any of its controlled Affiliates from: (i) continuing to conduct any business it is currently conducting that is not part of the Business and which would constitute a Prohibited Business, provided that revenues attributed to such business shall not in any twelve month period exceed Fifteen Million Dollars ($15,000,000); (ii) selling boxboard used to make the Products or used to make any other items to any Person, including competitors of the Business; (iii) owning or acquiring up to an aggregate of 1025% of the ownership interest of any entity engaged in any Prohibited Business or making passive investments in the ordinary course of business in investment funds that make investments in entities engaged in any Prohibited Business, provided that, in either case, none of such Persons is active in the management or governance of such entity; or (ivii) owning or operating any Prohibited Business if such Prohibited Business was acquired as a result of a merger or other acquisitionacquisition and the Prohibited Business so acquired engages in the manufacture of rigid injection molded open head and screw-top pails, drums and similar containers from no more than one facility; provided, however, that Seller, Ball Corporation or any of its controlled Affiliates may acquire any entity or business which, as part of its operations, engages in any Prohibited Business that is not in compliance with the foregoing provisions of this Section 7.9(a)(ii) so long as (x) the revenue generated by any Prohibited Business of such acquired entity or business for the preceding fiscal year do not account for more than 2550% of the total revenues of such entity or business for such period; and (y) no later than 12 months after such acquisition, the applicable acquiring Person shall have entered into an agreement providing for a divestiture of any Prohibited Business so acquired, so that acquired following the closing of such divestiture which the activities of the Prohibited Business of the entity or business so acquired will once again be in compliance with the provisions of this Section 5.97.9(a)(ii). (b) In the event, at any time after the Effective Date and prior to the second anniversary of the Closing, that Seller, Ball Corporation or any of its controlled Affiliates is acquired by any Person who is not an Affiliate of the acquired Person as of the Effective Date, including by way of merger, consolidation, share exchange, asset acquisition or similar transaction (including without limitation a merger of Ball Corporation with another Person where the common stockholders of Ball Corporation immediately prior to such merger do not own more than 50% of the common stock of the surviving entity in such merger or the controlling Person thereof), then none of (i) the acquiring Person, (ii) any controlling Person thereof and (iii) any Persons that are Affiliates of such acquiring Person or any such controlling Person immediately prior to completion of such acquisition shall be bound by the covenants contained in Section 7.9(a) from and after the completion of such acquisition.

Non-Competition. For As a material inducement to Holdings’ consummation of the Contemplated Transactions, including Holdings’ acquisition of the goodwill associated with the business of the Company, the Unitholders agree as follows: (a) The Unitholders will not, for a period of two three (23) years after following the Closing, neither Seller nor Closing Date (computed by excluding from such computation any time during which any of its Affiliates shallthe Unitholders is found by a court of competent jurisdiction to have been in violation of any provision of this Section 5.5(a)) (the “Restricted Period”), directly or indirectly, for itself or on behalf of or in conjunction with any other Person, engage in, invest in or otherwise participate in (whether as an owner, employee, officer, director, manager, consultant, independent contractor, agent, partner, advisor, or in any other capacity) any business that competes with the business of the Company (such business, the “Restricted Business”) in North America any Restricted Area, or at any time following the Closing Date make any use of any Company Intellectual Property other than in connection with the business of the Company. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit the acquisition as a passive investment of not more than one percent (1%) of the capital stock of a competing business whose stock is traded on a national securities exchange or over-the-counter market. (b) The Unitholders will not, for a period of three (3) years following the Closing Date (computed by excluding from such computation any time during which any of the Unitholders is found by a court of competent jurisdiction to have been in violation of any provision of this Section 5.5(b)), directly or indirectly, for itself or on behalf of or in conjunction with any other Person, (i) solicit or hire (or assist or encourage any other Person to solicit or hire), or otherwise interfere in any manner with the employment or consulting relationship of, any Person who is an employee or consultant of any of Holdings, the Company or any of Holdings’ other subsidiaries (each, a “Restricted Entity”), other than by general public advertisement or other such general solicitation not specifically targeted at any such Person, (ii) induce or request any customer of any Restricted Entity to reduce, cancel or terminate its business with a Restricted Entity or otherwise interfere in any manner in any Restricted Entity’s business relationship with any of its customers, or (iii) solicit or accept business from any customer of any Restricted Entity in connection with a Restricted Business. For purposes of this Section 5.5(b), a Person shall be deemed to be an employee, consultant or customer of any Restricted Entity if any such relationship existed or exists at any time (A) during the thirty (30) days prior to the execution of this Agreement or (B) after the Closing Date and during the operation of this provision, and any such Person shall cease to have the applicable status one year after the termination of any such relationship. (c) The Unitholders agree that the foregoing covenants are reasonable with respect to manufacturing or selling any products which are the same as any their duration, geographic area and scope, to protect, among other things, Holdings’ acquisition of the Products as in existence on goodwill associated with the date hereof through business of the Company. If a judicial or arbitral determination is made that any provision of this Section 5.5 constitutes an unreasonable or otherwise unenforceable restriction against the Unitholders, then the provisions of this Section 5.5 shall be rendered void with respect to the Unitholders only to the extent such judicial or arbitral determination finds such provisions to be unenforceable. In that regard, any judicial or arbitral authority construing this Section 5.5 shall be empowered to sever any prohibited business activity, time period or geographical area from the coverage of any such agreements and including to apply the Closing Date in sales remaining provisions of this Section 5.5 to customers the remaining business activities, time periods and/or geographical areas not so severed. Moreover, in the Quick Service Restaurant and Food Service Distribution businesses (a “Prohibited Business”); providedevent that any provision, howeveror the application thereof, nothing in of this Section 5.9 5.5 is determined not to be specifically enforceable, Holdings shall prohibit or prevent Seller or any of its Affiliates from: (i) continuing nevertheless be entitled to conduct any business it is currently conducting that is not part of the Business and which would constitute a Prohibited Business, provided that revenues attributed to such business shall not in any twelve month period exceed Fifteen Million Dollars ($15,000,000); (ii) selling boxboard used to make the Products or used to make any other items to any Person, including competitors of the Business; (iii) owning or acquiring up to an aggregate of 10% of the ownership interest of any entity engaged in any Prohibited Business or making passive investments in the ordinary course of business in investment funds that make investments in entities engaged in any Prohibited Business, provided that, in either case, none of such Persons is active in the management or governance of such entity; or (iv) owning or operating any Prohibited Business if such Prohibited Business was acquired recover monetary damages as a result of a merger or other acquisition; provided, (x) the revenue generated by any Prohibited Business breach of such acquired entity or business agreement. (d) The Unitholders acknowledge that they have carefully read and considered the provisions of this Section 5.5. The Unitholders acknowledge that they have received and will receive sufficient consideration and other benefits to justify the restrictions in this Section 5.5. The Unitholders also acknowledge and understand that these restrictions are reasonably necessary to protect interests of Holdings, including protection of the goodwill acquired, and the Unitholders acknowledge that such restrictions will not prevent them from conducting businesses that are not included in the Restricted Business set forth in this Section 5.5 during the periods covered by the restrictive covenants set forth in this Section 5.5. The Unitholders also acknowledge that the Contemplated Transactions constitute full and adequate consideration for the preceding fiscal year do not account for more than 25% execution and enforceability of the total revenues of such entity or business for such period; and (y) no later than 12 months after such acquisition, the applicable acquiring Person shall have entered into an agreement providing for a divestiture of any Prohibited Business so acquired, so that following the closing of such divestiture the activities of the entity or business so acquired will once again be restrictions set forth in compliance with this Section 5.95.5.

Non-Competition. For (i) GM and the members of the GM Group acknowledge that an important part of the benefits that Purchaser and the members of the Purchaser Group will receive in connection with the transactions contemplated by this Agreement and the Transfer Agreements is the ability to carry on the Combined Business free from competition by GM and its Affiliates. In order that Purchaser and the members of the Purchaser Group may enjoy such benefits, for a period of two five (25) years after the ClosingClosing Date, neither Seller nor any of GM will refrain, and will cause its Affiliates shallto refrain, from directly or indirectly engaging, alone or in association with any other Person, or own, share in the earnings of, or invest in the equity securities of (preferred stock that is nonvoting except under extraordinary circumstances will not be deemed equity securities), any Person engaged, in the design, engineering, testing, manufacture, assembly, processing, marketing, servicing, installation, sale and/or distribution of (i) fully assembled automotive seat systems; (ii) head restraints; (iii) trim covers; (iv) seat adjusters; and (v) other seating components, including frames ("Competitive Business" when referring to such activities generally, and "Competing Products" when referring to the foregoing products) in North America, the present member states of the European Union, Mexico, Poland, Turkey and the Republic of South Africa; provided, however, that the restrictions contained in this Section 9.6 will not prohibit in any way: (A) the acquisition of a controlling interest or merger with any Person, or a division or business unit thereof, which is not primarily engaged in a Competitive Business, acquired by or merged, directly or indirectly, engage into GM after the Closing Date; provided GM will take all reasonable steps to dispose, as quickly as practicable after such acquisition or merger, of any portion of the business of any such Person, division or business unit that constitutes a Competitive Business; (B) the acquisition by GM, directly or indirectly, of a non-controlling ownership interest in any Person, or a division or business unit thereof, or any other entity engaged in North America with respect a Competitive Business, if the Competitive Business accounts for less than 15% of the operating revenues of such Person or $5,000,000 (U.S.) of operating revenue (whichever is the greater); (C) the acquisition by GM, directly or indirectly, of less than 5% of the publicly traded stock of any Person engaged in a Competitive Business; (D) GM or any GM Affiliate from providing consulting services to, licensing any technology GM or any GM Affiliate owns or has license to use to, or financing (on its own behalf or on behalf of any other Person), any Person for the purpose of designing 121 130 or manufacturing on behalf of GM or any member of the GM Group or selling to GM or any products which are the same as any member of the GM Group components and parts for automotive applications in each case only to the extent set forth and permitted in Section 9.8; (E) GM or any GM Affiliate from directly or indirectly competing with Purchaser or any Purchasing Entities on total interior systems ("total interior systems" means doors, seats, floor system, roof system, and instrument panels integrated into a delivered unit), including the design, engineering, testing, assembly, processing, marketing, servicing, installation, sale and/or distribution (but not the manufacture) of Competing Products in connection with such total interior systems; (F) GM or any GM Affiliate from directly or indirectly competing with Purchaser or any Purchasing Entities on occupant safety systems, including the design, engineering, testing, assembly, processing, marketing, servicing, installation, sale and/or distribution (but not the manufacture) of Competing Products in connection with such occupant safety systems; (G) financing activities of General Motors Acceptance Corporation and its subsidiaries in its ordinary course of business; (H) consistent with the generally applicable GM troubled supplier practices, direct or indirect activities of GM or any member of the GM Group to advise, operate, manage or finance a troubled supplier of GM or its Affiliates; and (1) any business or activity conducted by any Affiliate, subsidiary, or division of GM (excluding the Combined Business) as in existence on the date hereof through and including of the Closing Date in sales shall be deemed not to customers in the Quick Service Restaurant and Food Service Distribution businesses (a “Prohibited Business”); provided, however, nothing in breach this Section 5.9 shall prohibit or prevent Seller or any of its Affiliates from: (i) continuing to conduct any business it is currently conducting that is not part of the Business and which would constitute a Prohibited Business, provided that revenues attributed to such business shall not in any twelve month period exceed Fifteen Million Dollars ($15,000,000);9.6. (ii) selling boxboard used If GM is required to make the Products or used to make any other items to any Persondispose (a "Divestiture") of a business unit as part of an acquisition otherwise permitted by Section 9.6(i)(A), including competitors GM shall give Purchaser written notice ("Divestiture Notice") of the Business; (iii) owning or acquiring up to an aggregate desired terms of 10% such Divestiture. Purchaser shall keep the desired terms of the ownership interest of any entity engaged Divestiture confidential. Purchaser shall thereupon have sixty (60) days in any Prohibited Business which to elect whether or making passive investments not to purchase the business unit that is subject to the Divestiture on the terms included in the ordinary course Divestiture Notice. If Purchaser elects to purchase such business unit, it shall have one hundred twenty (120) days thereafter to complete the purchase. If Purchaser shall fail to give written notice within said sixty (60) day period of business in investment funds that make investments in entities engaged in its intention to purchase or, if the offer is accepted, to complete the purchase within one hundred eighty (180) days after receipt of the Divestiture Notice from GM (provided such failure to complete the sale is not caused by any Prohibited Businessaction of GM), provided that, in either case, none GM shall thereafter be free to dispose of such Persons is active in the management or governance of such entity; or (iv) owning or operating any Prohibited Business if such Prohibited Business was acquired as a result of a merger or other acquisition; provided, (x) the revenue generated by any Prohibited Business of such acquired entity or business for the preceding fiscal year do not account for more than 25% of the total revenues of such entity or business for such period; and (y) no later than 12 months after such acquisition, the applicable acquiring Person shall have entered into an agreement providing for a divestiture of any Prohibited Business so acquired, so that following the closing of such divestiture the activities of the entity or business so acquired will once again be in compliance with this Section 5.9unit.

Non-Competition. (a) For a period of two three (23) years after from the ClosingInitial Closing Date, neither Seller nor except as permitted by this Section 7.9 and subject to applicable Law, none of GE, Transferors or any of its Affiliates shall, directly or indirectly, their Subsidiaries shall engage in any business the Business in North America a manner that competes with respect to manufacturing or selling any products which are the same Business as any of conducted by the Products as in existence Polaris Companies on the date hereof through and including the Final Closing Date in sales to customers the United States and such other locations in which the Quick Service Restaurant and Food Service Distribution businesses Polaris Companies conducted such business on the Initial Closing Date (a the “Prohibited Covered Business”); provided, however. This Section 7.9 shall cease to be applicable to any Person at such time as it is no longer a Subsidiary of GE or Transferors. (b) Notwithstanding the provisions of Section 7.9(a) and without agreeing or acknowledging (implicitly or otherwise) that the following activities would be subject to the provisions of Section 7.9(a), nothing in this Section 5.9 Agreement shall preclude, prohibit or prevent Seller restrict GE, any Transferor or any of its Affiliates from: their respective Subsidiaries from engaging in any manner in any (i) continuing to conduct any business it is currently conducting that is not part of the Business and which would constitute a Prohibited Financial Services Business, provided that revenues attributed to such business shall not in any twelve month period exceed Fifteen Million Dollars ($15,000,000); (ii) selling boxboard used to make the Products or used to make any other items to any PersonExisting Business Activities, including competitors of the Business; (iii) owning or acquiring up to an aggregate of 10% of the ownership interest of any entity engaged in any Prohibited Fleet Management Business, (iv) De Minimis Business or making passive investments in (v) business activity that would otherwise violate this Section 7.9 if such business is acquired from any Person (an “After-Acquired Business”) or is carried on by any Person that is acquired by or combined with GE, any Transferor or any of their respective Affiliates, or otherwise becomes a Subsidiary of GE after the ordinary course date of business in investment funds that make investments in entities engaged in any Prohibited Business, this Agreement (an “After-Acquired Company”); provided that, in either case, none of such Persons is active in the management or governance of such entity; or with respect to clause (iv) owning or operating any Prohibited Business if such Prohibited Business was acquired above, as a result of a merger soon as reasonably practicable after the purchase or other acquisition; provided, (x) the revenue generated by any Prohibited Business of such acquired entity or business for the preceding fiscal year do not account for more than 25% acquisition of the total revenues After-Acquired Business or the After-Acquired Company, but in no event after the expiration of such entity or business for such period; and (y) no later than 12 months after such acquisitionthis Section 7.9, GE, the applicable acquiring Person Transferor or such Subsidiary shall have entered (A) use commercially reasonable efforts to dispose of (or enter into an a binding agreement providing for a divestiture of any Prohibited to dispose of) the After-Acquired Business so acquired, so that following or the closing of such divestiture the activities relevant portion of the entity After-Acquired Company’s business or capital stock or (B) cause the business so acquired will once again be in compliance of the After-Acquired Company to comply with this Section 5.97.9. (c) The parties hereto agree that, if any court of competent jurisdiction determines that a specified time period, a specified geographical area, a specified business limitation or any other relevant feature of this Section 7.9 is unreasonable, arbitrary or against public policy, then a lesser period of time, geographical area, business limitation or other relevant feature which is determined by such court to be reasonable, not arbitrary and not against public policy may be enforced against the applicable party. (d) Terms capitalized in this Section 7.9, but not defined elsewhere, shall have the following meanings:

Non-Competition. For As a material inducement to the Buyer’s consummation of the Contemplated Transactions, including, without limitation, the Buyer’s acquisition of the goodwill associated with the business of the Company, each of the Stockholders agrees as to subsections (a)-(d) below. Notwithstanding anything to the contrary contained herein, except as set forth in Section 6.5(a), to the extent of any conflict between the Consulting Agreement and this Section 6.5, the terms hereof shall control. (a) Such Stockholder will not, for a period of two (2) years after following the ClosingClosing Date (or, neither Seller nor with respect to Xx. Xxxxxxx, if longer, co-terminus with the non-compete provisions in the Consulting Agreement) (computed by excluding from such computation any time during which such Stockholder is found by a court of its Affiliates shallcompetent jurisdiction to have been in violation of any provision of this Section 6.5(a)) (the “Restricted Period”), directly or indirectly, for himself or on behalf of or in conjunction with any other Person, engage in, invest in or otherwise participate in (whether as an owner, employee, officer, director, manager, consultant, independent contractor, agent, partner, advisor, or in any other capacity) any business that competes with the business of the Company (such business, the “Restricted Business”) in North America any Restricted Area, or at any time following the Closing Date make any use of any Company Intellectual Property other than in connection with the business of the Company. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit the acquisition as a passive investment of not more than five percent (5%) of the capital stock of a competing business whose stock is traded on a national securities exchange or over-the-counter and shall not be deemed to prohibit the acquisition of any capital stock of the Buyer, or prohibit Xxx Xxxxxxx, Xx. from engaging and/or performing accident investigation expert work, litigation support, or lift and equipment audits. (b) Such Stockholder will not, for a period of two (2) years following the Closing Date (or, with respect to manufacturing Xx. Xxxxxxx, if longer, co-terminus with the non-solicitation provisions in the Consulting Agreement) (computed by excluding from such computation any time during which such Stockholder is found by a court of competent jurisdiction to have been in violation of any provision of this Section 6.5(b)), directly or selling indirectly, for himself or on behalf of or in conjunction with any products which are the same as other Person, (i) solicit or hire (or assist or encourage any other Person to solicit or hire), or otherwise interfere in any manner with any employee, consultant or strategic partner of any of the Products as Buyer, the Company, or any of the Buyer’s subsidiaries (each, a “Restricted Entity”), other than by general public advertisement or other such general solicitation not specifically targeted at any such Person, (ii) induce or request any customer of any Restricted Entity to reduce, cancel or terminate its business with such Restricted Entity or otherwise interfere in existence on any manner in any Restricted Entity’s business relationship with any of its customers, or (iii) solicit or accept business from any customer of any Restricted Entity in connection with a Restricted Business. For purposes of this Section 6.5(b), a Person shall be deemed to be an employee, consultant, customer or strategic partner of any Restricted Entity if any such relationship existed or exists at any time (A) during the date hereof through and including thirty (30) days prior to the execution of this Agreement or (B) after the Closing Date in sales and during the operation of this provision, and any such Person shall cease to customers have the applicable status one year after the termination of any such relationship. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit Xxx Xxxxxxx, Xx. from engaging and/or performing accident investigation expert work, litigation support, or lift and equipment audits. (c) Such Stockholder agrees that the foregoing covenants are reasonable with respect to their duration, geographic area and scope, to protect, among other things, the Buyer’s acquisition of the goodwill associated with the business of the Company. If a judicial or arbitral determination is made that any provision of this Section 6.5 constitutes an unreasonable or otherwise unenforceable restriction against a Stockholder, then the provisions of this Section 6.5 shall be rendered void with respect to such Stockholder only to the extent such judicial or arbitral determination finds such provisions to be unenforceable. In that regard, any judicial or arbitral authority construing this Section 6.5 shall be empowered to sever any prohibited business activity, time period or geographical area from the coverage of any such agreements and to apply the remaining provisions of this Section 6.5 to the remaining business activities, time periods and/or geographical areas not so severed. Moreover, in the Quick Service Restaurant and Food Service Distribution businesses (a “Prohibited Business”); providedevent that any provision, howeveror the application thereof, nothing in of this Section 5.9 shall prohibit or prevent Seller or any of its Affiliates from: (i) continuing 6.5 is determined not to conduct any business it is currently conducting that is not part of be specifically enforceable, the Business and which would constitute a Prohibited Business, provided that revenues attributed Buyer may be entitled to such business shall not in any twelve month period exceed Fifteen Million Dollars ($15,000,000); (ii) selling boxboard used to make the Products or used to make any other items to any Person, including competitors of the Business; (iii) owning or acquiring up to an aggregate of 10% of the ownership interest of any entity engaged in any Prohibited Business or making passive investments in the ordinary course of business in investment funds that make investments in entities engaged in any Prohibited Business, provided that, in either case, none of such Persons is active in the management or governance of such entity; or (iv) owning or operating any Prohibited Business if such Prohibited Business was acquired recover monetary damages as a result of a merger or other acquisition; provided, (x) the revenue generated by any Prohibited Business breach of such acquired entity or business agreement. Such Stockholder acknowledges that he has carefully read and considered the provisions of this Section 6.5. Such Stockholder acknowledges that he has received and will receive sufficient consideration and other benefits to justify the restrictions in this Section 6.5. Such Stockholder also acknowledges and understands that these restrictions are reasonably necessary to protect interests of the Buyer, including, without limitation, protection of the goodwill acquired, and such Stockholder acknowledges that such restrictions will not prevent him from conducting businesses that are not included in the Restricted Business set forth in this Section 6.5 during the periods covered by the restrictive covenants set forth in this Section 6.5. Such Stockholder also acknowledges that the Contemplated Transactions constitute full and adequate consideration for the preceding fiscal year do not account for more than 25% execution and enforceability of the total revenues of such entity or business for such period; and (y) no later than 12 months after such acquisition, the applicable acquiring Person shall have entered into an agreement providing for a divestiture of any Prohibited Business so acquired, so that following the closing of such divestiture the activities of the entity or business so acquired will once again be restrictions set forth in compliance with this Section 5.96.5.

Non-Competition. For a (a) As an inducement for the Corporation entering into the Merger Agreement, as consideration for the right to make the investment contemplated by this Agreement and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the undersigned Contributor hereby covenants and agrees that during the period of two commencing on the Contribution Closing Date and ending on the third anniversary thereof (2the "Non-Compete Termination Date," and such period (as may be extended pursuant to Section 5.1(b)) years after below, the Closing"Non-Compete Period"), neither Seller nor any of its Affiliates shallsuch Contributor will not, directly or indirectly, engage either as principal, manager, agent, consultant, officer, stockholder, partner, investor, lender or employee or in any other capacity, carry on, be engaged in or have any financial interest in, any business which is in North America competition with respect to manufacturing the business of the Corporation or selling any products which are of its subsidiaries or any group, division or Affiliate of the Corporation who is engaged in the same business or businesses as any of the Products as in existence on the date hereof through and including the Closing Date in sales to customers in the Quick Service Restaurant and Food Service Distribution businesses (a “Prohibited Business”); provided, however, nothing in this Section 5.9 shall prohibit or prevent Seller Corporation or any of its Affiliates from: (the "Restricted Group") at any time during the Non-Compete Period. For purposes of this Section 5.1, a business will be deemed to be in competition with the Restricted Group if, at any time during the Non-Compete Period, it is involved in the sale, or other dealing in any property or the rendering of any service sold, dealt in or rendered by the Restricted Group as a part of the business of the Corporation or any of its subsidiaries during the Non-Compete Period within the same geographic area in which the Restricted Group effects such sales or dealings or renders such services. Nothing in this Section 5.1 will be construed so as to preclude the Contributor from (a) investing in any publicly-held company, provided his beneficial ownership of any class of such company's securities does not exceed 5% of the outstanding securities of such class, (b) working in any sector of the safety industry where neither the Corporation nor any subsidiary thereof is (i) continuing to conduct any business it is currently conducting that is not part of the Business and which would constitute a Prohibited Business, provided that revenues attributed to such business shall not in any twelve month period exceed Fifteen Million Dollars ($15,000,000); marketing or manufacturing products or (ii) selling boxboard used to make the Products or used to make any other items to any Person, including competitors knowledge of the Business; (iii) owning Contributor, acquiring, establishing or acquiring up planning to an aggregate of 10% acquire or establish a company that markets or manufactures such products in that sector of the ownership interest of any entity engaged in any Prohibited Business or making passive investments in the ordinary course of business in investment funds that make investments in entities engaged in any Prohibited Business, provided that, in either case, none of such Persons is active in the management or governance of such entity; market or (iv) owning or operating any Prohibited Business if such Prohibited Business was acquired as a result of a merger or other acquisition; provided, (x) the revenue generated by any Prohibited Business of such acquired entity or business for the preceding fiscal year do not account for more than 25% of the total revenues of such entity or business for such period; and (y) no later than 12 months after such acquisition, the applicable acquiring Person shall have entered into an agreement providing for a divestiture of any Prohibited Business so acquired, so that following the closing of such divestiture the activities of the entity or business so acquired will once again be in compliance with this Section 5.9.

Non-Competition. For a During the period specified in clause 19.4 except with the prior consent of two the Buyer, each of the Sellers (2other than the Trustee) years after the Closingand CCI severally (not jointly or jointly and severally) agree not to, neither Seller nor and must use reasonable endeavours to procure that any of its Affiliates shalltheir respective Related Entities do not, directly or indirectly, engage in in, own or manage any business in North America Australia the primary activity of which is to compete with respect to manufacturing the Business, or selling acquire, either directly or indirectly, any products which are the same as interest in land (whether freehold, lease, licence, easement or otherwise) underneath any of the Products as in existence on the date hereof through and including the Closing Date in sales to customers in the Quick Service Restaurant and Food Service Distribution businesses Tower owned or used by a Group Company (each, a “Prohibited BusinessCompetitive Activity”); provided, however, nothing in that it shall not be deemed to be a violation of this Section 5.9 shall prohibit or prevent Seller clause 19.3 for any Seller, CCI or any of its Affiliates fromtheir respective Related Entities: (ia) continuing to conduct any business it is currently conducting that is acquire a third party engaging in, owning or managing a Competitive Activity (by merger or a purchase of shares or assets or otherwise) so long as the annual cash flow from operations of such third party attributable to such Competitive Activity for the most recent fiscal year of such third party preceding the acquisition does not part exceed 25% of the Business and which would constitute a Prohibited Business, provided that revenues attributed to aggregate annual cash flow from operations during such business shall not in any twelve month period exceed Fifteen Million Dollars ($15,000,000)for all of the businesses or operations acquired from such third party; (iib) selling boxboard used to make the Products acquire or used to make any other items to any Person, including competitors of the Business; (iii) owning or acquiring up to an aggregate of 10% of the ownership interest of any entity engaged invest in any Prohibited Business person or making passive investments in the ordinary course of business in entity which engages in, owns or manages a Competitive Activity, so long as such Seller’s, CCI’s or such respective Related Entity’s investment funds that make investments in entities engaged in any Prohibited Businessis, provided thatdirectly or indirectly, in either case, none of such Persons is active in the management or governance of such entity; or (iv) owning or operating any Prohibited Business if such Prohibited Business was acquired as a result of a merger or other acquisition; provided, (x) the revenue generated by any Prohibited Business of such acquired entity or business for the preceding fiscal year do not account for more less than 25% of the total revenues outstanding ownership interest in such person or entity and such Seller, CCI or such Related Entity does not control (with control having the meaning given in Section 50AA of the Corporations Act) such person or entity or business Competitive Activity; (c) to own any securities through any employee benefit plan; (d) to perform any Competitive Activity for such period; and (y) no later than 12 months after such acquisitionthe benefit of the Buyer or any of its Related Entities, including the applicable acquiring Person shall have entered into an agreement providing for a divestiture performance of any Prohibited Business so acquiredCompetitive Activity required or contemplated by this Agreement or any Transaction Document; (e) to engage in, so own or manage any business that following such Seller, CCI or any such Related Entity engages in, owns or manages at Completion other than the closing of such divestiture the activities of the entity or business so acquired will once again be in compliance with this Section 5.9Business.

Non-Competition. For (a) In consideration of the benefits to the Seller and Parent hereunder and in order to induce Buyer to enter into this Agreement, Seller and Parent will not, for a period of two seven (27) years after from the ClosingClosing Date (the "Non-Competition Period"), neither Seller nor any of its Affiliates shallexcept as set forth in Section 7.1(b) hereof, directly or indirectly, (i) engage or hold an interest in any business (whether by ownership of debt or equity) providing satellite payload processing facilities and related services to commercial customers (the "Proscribed Business") or, (ii) have any interest in, own, manage, operate, control, direct, be connected with as a stockholder (other than as a stockholder of less than five percent (5%) of the issued and outstanding stock of a publicly-held corporation), joint venturer, partner or consultant, or otherwise engage or invest or participate in, any business engaged in North America the Proscribed Business, within a one-hundred (100) mile radius of (A) the Kennedy Space Center/Canaveral Air Force Station, Florida, (B) Vxxxxxxxrg Air Force Base, California, (C) NASA Wallops Island, Virxxxxx xx (D) Long Beach, California, (iii) hire any person employed or otherwise retained by, or solicit or encourage any person to leave the employ of, Buyer or SPACEHAB (including employees of Seller working in the Business as of the date of this Agreement or as of the Closing Date), except as agreed to in writing by SPACEHAB, or (iv) deal in a competitive manner in the Proscribed Business vis-a-vis customers doing business with the Business at any time during the Non-Competition Period. (b) Notwithstanding Section 7.1(a), if during the Non-Competition Period Parent shall acquire, directly or indirectly, any interest in any entity or business engaged, in whole or in part, in the Proscribed Business then, within one-hundred twenty (120) days of the consummation of such acquisition Parent shall provide Buyer with the right to purchase such Proscribed Business at a price and on terms and conditions set by Parent. If the right of first offer is declined, then Parent shall within three-hundred sixty-five (365) days of the consummation of such acquisition divest itself of the Proscribed Business, and in connection therewith, Parent shall offer Buyer the right of first refusal to match any proposed offer with respect to manufacturing or selling any products which are the same as any sale by Parent of the Products as in existence on the date hereof through and including the Closing Date in sales to customers in the Quick Service Restaurant and Food Service Distribution businesses (a “Prohibited Proscribed Business”); provided, however, nothing in this Section 5.9 shall prohibit or prevent Seller or any of its Affiliates from: (i) continuing to conduct any business it is currently conducting that is not part of the Business and which would constitute a Prohibited Business, provided that revenues attributed to such business shall not in any twelve month period exceed Fifteen Million Dollars ($15,000,000); (ii) selling boxboard used to make the Products or used to make any other items to any Person, including competitors of the Business; (iii) owning or acquiring up to an aggregate of 10% of the ownership interest of any entity engaged in any Prohibited Business or making passive investments in the ordinary course of business in investment funds that make investments in entities engaged in any Prohibited Business, provided that, in either case, none of such Persons is active in the management or governance of such entity; or (iv) owning or operating any Prohibited Business if such Prohibited Business was acquired as a result of a merger or other acquisition; provided, (x) the revenue generated by any Prohibited Business of such acquired entity or business for the preceding fiscal year do not account for more than 25% of the total revenues of such entity or business for such period; and (y) no later than 12 months after such acquisition, the applicable acquiring Person shall have entered into an agreement providing for a divestiture of any Prohibited Business so acquired, so that following the closing of such divestiture the activities of the entity or business so acquired will once again be in compliance with this Section 5.9.

Non-Competition. For a period of two (2) five years after the ClosingClosing Date, neither Seller the Sellers nor any of its Affiliates their respective affiliates shall, directly or indirectly, engage own, manage, operate, control, invest or acquire any equity interest in any business in North America (a "Competitive Operation") which directly competes with respect to manufacturing or selling any products which are the same as any Business of the Products as in existence on the date hereof through and including the Closing Date in sales to customers Corporations in the Quick Service Restaurant and Food Service Distribution businesses (a “Prohibited Business”)United States or Mexico as currently conducted; provided, however, nothing that ownership of not more than 3% of the securities of any class of a Competitive Operation that are publicly-traded shall not be deemed a violation of this section 5.6; provided further, that should an arm's length third party acquire the business conducted by Axidata and/or Eurozerty B.V. ("Eurozerty") prior to the expiration of such five year period, the provisions of this section 5.6 shall not thereafter apply to Axidata and/or Eurozerty (and such third party acquirors), as the case may be. Notwithstanding the foregoing, if, following the Closing, there is a change of control of ACI (i.e. any Person or group of Persons (the "New Owner") not dealing at arm's length with each other acquires at least 50.01% of the issued and outstanding voting shares in the capital of ACI), the New Owner as an affiliate of the Sellers shall, to the extent that it already carries on a Competitive Operation, not be required to divest itself of or cease to carry on such Competitive Operation. In addition, the Sellers shall not thereby be deemed to be in breach of this Section 5.9 shall prohibit or prevent Seller or any of its Affiliates from: 7.6 as long as the New Owner does not (i) continuing to conduct any business it is currently conducting integrate such Competitive Operation with that is not part portion of the OPD retained, directly or indirectly, by ACI or (ii) use or disclose the knowledge, know-how, assets, marketing strategies and information or other trade secrets of the Business and which in the conduct of such Competitive Operation or in such other business that would constitute a Prohibited Business, provided that revenues attributed to such business shall not in any twelve month period exceed Fifteen Million Dollars ($15,000,000); (ii) selling boxboard used to make the Products directly or used to make any other items to any Person, including competitors of indirectly compete with the Business; (iii) owning or acquiring up . In addition, notwithstanding anything to an aggregate of 10% of the ownership interest of any entity engaged in any Prohibited Business or making passive investments contrary contained herein, Axidata shall be entitled to continue to carry on in the ordinary course United States the business of business in investment funds that make investments in entities engaged in any Prohibited Business, provided that, in either case, none of such Persons is active in the management or governance of such entity; or (iv) owning or operating any Prohibited Business if such Prohibited Business was acquired as a result of a merger or other acquisition; provided, (x) the revenue generated by any Prohibited Business of such acquired entity or business for the preceding fiscal year do not account for more than 25% of the total revenues of such entity or business for such period; paper and (y) no later than 12 months after such acquisition, the applicable acquiring Person shall have entered into an agreement providing for a divestiture of any Prohibited Business so acquired, so that following the closing of such divestiture the activities of the entity or business so acquired will once again be in compliance with this Section 5.9systems storage.

Non-Competition. For Except as provided on Schedule 5.12, for a period beginning on the Closing Date and ending on the three (3) year anniversary of two (2) years after the ClosingClosing Date, neither Seller nor any of its Affiliates subsidiary thereof shall, directly or indirectly, engage in either for itself or any business in North America with respect to manufacturing other Person, own, manage, operate, control, or selling any products which are the same as any of the Products as in existence on the date hereof through and including the Closing Date in sales to customers participate in the Quick Service Restaurant ownership, management, operation (including marketing, advertising and Food Service Distribution businesses (sales) or control of, any Person engaged in a “Prohibited Competing Business”), including, without limitation, as a mobile virtual network operator; provided, however, that (a) nothing set forth in this Section 5.9 5.12 shall prohibit or prevent Seller or any subsidiary thereof from owning 10 percent or a lesser percentage in the aggregate of its Affiliates from: the equity of any entity that owns, manages, operates or controls a Competing Business so long as (i) continuing to conduct any business it is currently conducting that is Seller or such subsidiary does not part direct or cause the direction of the Business management and which would constitute a Prohibited Businesspolicies of such entity, provided that revenues attributed to such business shall not in any twelve month period exceed Fifteen Million Dollars ($15,000,000); and (ii) selling boxboard used to make Seller or such subsidiary does not use or allow the Products use, directly or used to make indirectly, of any other items to trade name, trademark or service xxxx of Seller or any Person, including competitors subsidiary thereof in the operation of the Business; (iii) owning or acquiring up to an aggregate of 10% of the ownership interest of any entity engaged in any Prohibited Competing Business or making passive investments in the ordinary course of business in investment funds that make investments in entities engaged in any Prohibited Business, provided that, in either case, none of such Persons is active in the management or governance of such entity; or and (ivb) owning this Section 5.12 shall no longer apply to Seller or operating any Prohibited Business if subsidiary thereof in the event that, following the Closing, a Person acquires Seller or such Prohibited Business was acquired as a result subsidiary through (i) an acquisition of all of the equity interests of Seller or such subsidiary, (ii) an acquisition of substantially all of the assets of Seller or such subsidiary, or (iii) through a merger with Seller or such subsidiary. Except as provided in paragraphs 1 and 2 of Schedule 5.12, for a period beginning on the Closing Date and ending on the three (3) year anniversary of the Closing Date, neither Seller nor any subsidiary thereof shall (a) assign to any of their Affiliates (other acquisition; providedthan a wholly-owned subsidiary of Seller) any authorizations from the FCC to provide wireless communications services in the Seller Service Area, or (xb) except to the revenue generated extent permitted by clause (b) of the preceding paragraph of this Section 5.12, permit any Prohibited Business Person to use, either directly or indirectly, any trade name, trademark or service xxxx of such acquired entity Seller or any subsidiary thereof in the Seller Service Area. For purposes of this Section 5.12, a “Competing Business” shall mean a system or business for that provides Commercial Mobile Radio Services, as defined under 47 C.F.R. 20.9, in the preceding fiscal year do not account for more than 25% of the total revenues of such entity or business for such period; and (y) no later than 12 months after such acquisition, the applicable acquiring Person shall have entered into an agreement providing for a divestiture of any Prohibited Business so acquired, so that following the closing of such divestiture the activities of the entity or business so acquired will once again be in compliance with this Section 5.9Seller Service Area.

Non-Competition. For (a) The Executive understands and recognizes that his services to the Corporation are special and unique and agrees that, during the Employment Period and for a period of two (2) years after from the Closingdate of termination of his employment hereunder, neither Seller nor he shall not in any of its Affiliates shallmanner, directly or indirectly, on behalf of himself or any person, firm, partnership, joint venture, corporation or other business entity ("Person"), enter into or engage in any business in North America directly competitive with respect the Corporation's business or relating to manufacturing chemotherapies or selling any products which are immunotherapies for the same treatment of cancer, or other therapies, treatments or matters within the scope of, or research and development relating to, the Corporation's business, either as any an individual for his own account, or as a partner, joint venturer, executive, agent, consultant, salesperson, officer, director or shareholder of a Person operating or intending to operate within the Products as in existence on area that the Corporation is, at the date hereof through and including the Closing Date in sales to customers in the Quick Service Restaurant and Food Service Distribution businesses of termination, conducting its business (a “Prohibited collectively, "Restricted Business”"); provided, however, that nothing herein will preclude the Executive from holding one percent (1%) or less of the stock of any publicly traded company or from holding a position with a Person which does engage in this Section 5.9 shall prohibit or prevent Seller or any of its Affiliates from: a Restricted Business so long as (i) continuing to conduct any business it is currently conducting that the Executive works in a division of such Person which is not part of the primarily engaged in a Restricted Business and which would constitute a Prohibited Business, provided that revenues attributed to such business shall not in any twelve month period exceed Fifteen Million Dollars ($15,000,000); (ii) selling boxboard used to make the Products or used to make any other items to any PersonExecutive has no responsibilities for the direct supervision of, including competitors of the Business; (iii) owning or acquiring up to an aggregate of 10% of the ownership interest of any entity engaged in any Prohibited Business or making passive investments and will not in the ordinary course of business discharging his responsibilities become involved in investment funds the analysis of proprietary data or marketing strategies relating to, any Restricted Business that make investments in entities is engaged in by such division. This paragraph 5(a) shall be null and void if the Executive terminated his employment for just cause pursuant to section 11(a)(iv) below or if this Agreement is terminated prior to the end of the Initial Term or any Prohibited BusinessAdditional Term then in effect by the Corporation other than pursuant to Section 11(a)(ii) or (iii) below. (b) In the event that the Executive breaches any provisions of this Section 6 or there is a threatened breach, provided thatthen, in either caseaddition to any other rights which the Corporation may have, none the Corporation shall be entitled, without the posting of such Persons a bond or other security, to injunctive relief to enforce the restrictions contained herein. In the event that an actual proceeding is active brought in equity to enforce the management or governance provisions of such entity; or (iv) owning or operating any Prohibited Business if such Prohibited Business was acquired this Section 6, the Executive shall not urge as a result of a merger or defense that there is an adequate remedy at law nor shall the Corporation be prevented from seeking any other acquisition; provided, (x) the revenue generated by any Prohibited Business of such acquired entity or business for the preceding fiscal year do not account for more than 25% of the total revenues of such entity or business for such period; and (y) no later than 12 months after such acquisition, the applicable acquiring Person shall have entered into an agreement providing for a divestiture of any Prohibited Business so acquired, so that following the closing of such divestiture the activities of the entity or business so acquired will once again remedies which may be in compliance with this Section 5.9available.

Non-Competition. For a period (a) From the Closing Date until the two-year anniversary thereof, without the prior written consent of two (2) years after the ClosingPurchaser, neither Seller nor any of its Affiliates shalland subject to Section 6.4(b), Sellers shall not, and shall procure that their Subsidiaries will not, directly or indirectly, engage in own, control, manage or operate any business that provides software (and related support, hosting and maintenance) to operate trading networks connecting brokers, traders and/or exchanges for the power, natural gas, coal, emissions, freight, oil and iron ore markets in North America with respect to manufacturing or selling any products which are Europe, in each case substantially as conducted at Closing by the same as any of the Products as in existence on the date hereof through and including the Closing Date in sales to customers in the Quick Service Restaurant and Food Service Distribution businesses Trayport Companies (a “Prohibited Competing Business”); provided, however, nothing . (b) Nothing in this Section 5.9 6.4(a) shall prohibit or prevent Seller preclude Sellers or any of its their Affiliates from: (i) continuing to conduct any business it is currently conducting that is not part collectively owning ten percent (10%) or less of the Business and which would constitute a Prohibited Business, provided that revenues attributed to such business shall not in outstanding securities of any twelve month period exceed Fifteen Million Dollars ($15,000,000)Person; (ii) selling boxboard used to make acquiring and, after such acquisition, owning an interest in any Person (or its successor) that, together with its Subsidiaries, is engaged, directly or indirectly, in a Competing Business if such Competing Business generated less than ten percent (10%) of such Person’s consolidated annual revenues in the Products or used to make any other items to any last completed fiscal year of such Person, including competitors of the Business; (iii) acquiring and, after such acquisition, owning an interest in any Person (or acquiring up its successor) that, together with its Subsidiaries, is engaged, directly or indirectly, in a Competing Business if such Competing Business generated more than ten percent (10%), but less than twenty percent (20%), of such Person’s consolidated annual revenues in the last completed fiscal year of such Person; provided that Sellers shall enter into a definitive agreement to an aggregate of 10% cause the divestiture of the ownership interest of any entity engaged in any Prohibited Competing Business or making passive investments in within one (1) year after the ordinary course of business in investment funds that make investments in entities engaged in any Prohibited Business, provided that, in either case, none consummation of such Persons is active in acquisition and has completed such disposition within eighteen (18) months of the management or governance date of such entitydefinitive agreement (the “Divestiture Period”); orprovided, further, that if such divestiture has not been consummated due to (x) any applicable waiting period (including extension thereof) applicable to such divestiture under any Regulatory Law, or under any other applicable Law not having expired or been terminated, or (y) the failure to procure or obtain any required governmental or regulatory consents, approvals, permits or authorizations applicable to such divestiture, then the Divestiture Period will automatically be extended so that it expires one (1) week following the later of the expiration or termination of such waiting period and the procurement or obtainment of such consents, approvals, permits and authorizations; provided that in no event shall the Divestiture Period extend beyond thirty (30) months following the acquisition of the Competing Business; (iv) owning engaging in any activity that constitutes an immaterial, or non-recurring inadvertent, breach or violation of its obligations pursuant to Section 6.4(a); provided that, upon receiving notice of any such breach, the breaching party promptly ceases the activity causing such breach; and (v) directly or indirectly, conducting or engaging in any brokerage business, trading business and/or an exchange, or owning, controlling, managing or operating any Prohibited Business if business that such Prohibited Business was acquired Person (other than the Trayport Companies) owns, controls, manages or operates as of the date hereof. (c) GFI and Sellers acknowledge and agree that the remedy at law for any breach, or threatened breach, of any of the provisions of Section 6.4(a) will be inadequate, and, accordingly, Sellers hereby acknowledge and agree that Purchaser shall be entitled to equitable relief, including injunctive relief, and to the remedy of specific performance with respect to any breach or threatened breach of Section 6.4(a). (d) Sellers and Purchaser agree that the terms of the covenants in Section 6.4(a), as modified by Section 6.4(b) are fair and reasonable with respect to their duration, geographical area and scope, including in light of Purchaser’s plans for the Trayport Companies, are necessary to protect the value of the Trayport Companies (including the goodwill related thereto) and were a result material and necessary inducement for Purchaser and Sellers to agree to the Sale. If any provision contained in Section 6.4(a), as modified by Section 6.4(b) shall be determined by any court of a merger competent jurisdiction or any Governmental Authority to be unenforceable for any reason whatsoever (including in relation to duration, geographic area or the scope of the activities covered thereby), then the Parties agree that the maximum subject matter, duration, scope, geographic area or other acquisition; provided, (x) the revenue generated restrictions deemed reasonable under such circumstances by any Prohibited Business of such acquired entity or business court shall be substituted for the preceding fiscal year do stated subject matter, duration, scope, geographic area or other restrictions, with it being specifically acknowledged and agreed by Purchaser, GFI and Sellers that it is their continuing desire that each covenant in Section 6.4(a), as modified by Section 6.4(b), be enforced to the full extent of its terms and conditions. (e) Notwithstanding anything herein to the contrary, Sellers’ ownership of shares of Purchaser Common Stock shall not account for more than 25% constitute a breach of the total revenues of such entity or business for such period; and (y) no later than 12 months after such acquisition, the applicable acquiring Person shall have entered into an agreement providing for a divestiture of any Prohibited Business so acquired, so that following the closing of such divestiture the activities of the entity or business so acquired will once again be in compliance with this Section 5.96.4.

Non-Competition. For a (a) During the period commencing on the Closing Date and ending on the fifth (5th) anniversary of two (2) years after the ClosingClosing Date, neither Seller nor any of shall not, and Seller shall cause its Affiliates shallnot to, directly or indirectly, own, operate, manage, control, participate in, consult with, advise, provide services for, or in any manner engage in any business (including by itself or in North America association with respect to manufacturing or selling any products which are Person) that directly competes with the same Business as any conducted by the Company in the Territory as of the Products as in existence on the date hereof through and including the Closing Date in sales (after giving effect to customers in the Quick Service Restaurant and Food Service Distribution businesses Transaction) (a “Prohibited Competitive Business”); provided. Notwithstanding the immediately preceding sentence, however, nothing in this Section 5.9 7.3(a) shall not prohibit or prevent Seller or any of its Affiliates from: (i) continuing to conduct any business it is currently conducting that is owning (A) not part more than five percent (5%) of the Business and which would constitute outstanding securities of any class listed on a Prohibited national or foreign securities exchange or regularly traded in the over-the-counter market of any Person engaged, directly or indirectly, in all or a portion of a Competitive Business; or (B) not more than five percent (5%) in value of the indebtedness of any Person engaged, directly or indirectly, in all or a portion of a Competitive Business, without violating the provisions of this Section 7.3, provided that revenues attributed Seller or its applicable Affiliate does not have the power to control or direct the management or affairs of such business shall not in any twelve month period exceed Fifteen Million Dollars ($15,000,000);Person; or (ii) selling boxboard used to make acquiring, in one transaction or a series of transactions, by purchase of stock or assets, merger, consolidation or otherwise, the Products whole or used to make any other items to any Person, including competitors of the Business; (iii) owning or acquiring up to an aggregate of 10% of the ownership interest part of any entity engaged in any Prohibited Person that carries on all or a portion of a Competitive Business or making passive investments in the ordinary course whole or any part of a business in investment funds that make investments in entities engaged in any Prohibited Business, provided that, in either case, none includes the carrying on of all or a portion of a Competitive Business if the revenue of such Persons is active in the management or governance of such entity; or (iv) owning or operating any Prohibited Business if such Prohibited Business was acquired as a result of a merger or other acquisition; provided, (x) the revenue generated by any Prohibited Business of such acquired entity or business for the preceding fiscal year do not account for more than 25% of the total revenues of such entity or business for such period; and (y) no later than 12 months after such acquisition, the applicable acquiring Person shall have entered into an agreement providing for a divestiture of any Prohibited Business so acquired, so that following the closing of such divestiture the activities of the entity or business so acquired will once again be attributable to the Competitive Business did not exceed the greater of (A) an amount equal to ten percent (10%) of such Person’s or business’ total revenue as set out in compliance with this the latest available annual financial statements of such Person or business to the extent such amount is less than or equal to U.S.$250,000,000 and (B) U.S.$50,000,000; provided that Seller or the relevant Affiliate uses its reasonable best efforts to dispose of the Competitive Business as soon as possible, and in any event within twelve (12) months of the date of acquisition of such Person or business. (b) Notwithstanding anything herein to the contrary, Section 5.97.3(a) shall not (i) apply to or bind any third party or its Affiliates that (A) acquires all or a portion of the outstanding equity interest of Seller or any of its Affiliates or (B) acquires all or a portion of the business or assets of Seller or any of its Affiliates, regardless of the form of such transaction, nor apply to or bind any of the Affiliates of such third party (other than Seller and the entities that were Affiliates of Seller prior to such acquisition) or (ii) in any way limit, diminish or waive any of Seller’s or its Affiliates’ rights or obligations under the Seller Transition Services Agreement.

Non-Competition. For (a) As a material inducement to TransWestern to enter into and perform its obligations under this Agreement, for a period of two five years following the Closing Date (2) years after the Closing"Noncompetition Period"), neither Seller nor Shareholder or any of its Affiliates shalltheir successors or affiliates will, directly or indirectly, engage either for itself or for any partnership, individual, corporation, joint venture or any other entity participate in any business (including, without limitation, any division, group or franchise of a larger organization) which engages in North America with respect or proposes to manufacturing or selling any products which are the same as any of the Products as in existence on the date hereof through and including the Closing Date in sales to customers engage in the Quick Service Restaurant and Food Service Distribution businesses promotion, sale, distribution, production or printing of telephone directory "yellow pages" or similar products or related services (a “Prohibited "Yellow Pages Business”); provided, however, nothing ") in this Section 5.9 shall prohibit any county of Oklahoma and Texas which is covered by the Directories or prevent Seller by any other yellow-page directory currently owned or published by TransWestern or any of its Affiliates from:affiliates. For purposes of this Agreement, the term "participate in" shall include, without limitation, having any direct or indirect interest in any corporation, partnership, joint venture or other entity, whether as a sole proprietor, owner, shareholder, partner, joint venturer, creditor or otherwise, or rendering any direct or indirect service or assistance to any individual corporation, partnership, joint venture and other business entity (whether as a director, officer, manager, supervisor, employee, agent, consultant or otherwise). (b) Each of Seller and Shareholder agree that TransWestern would suffer irreparable harm from a breach by such Party of any of the covenants or agreements contained in Section 7.3(a). Accordingly, in the event of an alleged or threatened breach by Seller or Shareholder or any of their affiliates of any of the provisions of this Section 7.2(c), TransWestern or its successors or assigns may, in addition to all other rights and remedies existing in its favor, apply to any court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof equal to the length of the violation of this Section 7.3(a). (c) If, at the time of enforcement of this Section 7.3(a), a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the Parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Seller and Shareholder agree that the restrictions contained in subsection 7.3(a) are reasonable. (d) During the Non-Competition Period, none of Seller, Shareholder or any of their affiliates shall (i) continuing induce or attempt to conduct induce any business it is currently conducting that is not part employee of TransWestern to leave the Business and which would constitute a Prohibited Businessemploy of TransWestern, provided that revenues attributed to such business shall not or in any twelve month period exceed Fifteen Million Dollars ($15,000,000); way interfere with the relationship between TransWestern and any employee thereof, (ii) selling boxboard used to make hire directly or through another entity any person who was an employee of TransWestern at any time during the Products Noncompetition Period, or used to make any other items to any Person, including competitors of the Business; (iii) owning induce or acquiring up attempt to induce any customer, supplier, licensee or other business relation of TransWestern to cease doing business with TransWestern, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and TransWestern (including, without limitation, making any negative statements or communications concerning TransWestern). (e) Each Party agrees that the covenants made in this Section 7.3 shall be construed as an aggregate of 10% of the ownership interest agreement independent of any entity engaged in other provision of this Agreement and shall survive any Prohibited Business or making passive investments in the ordinary course of business in investment funds that make investments in entities engaged in any Prohibited Business, provided that, in either case, none of such Persons is active in the management or governance of such entity; or (iv) owning or operating any Prohibited Business if such Prohibited Business was acquired as a result order of a merger or court of competent jurisdiction terminating any other acquisition; provided, (x) the revenue generated by any Prohibited Business provision of such acquired entity or business for the preceding fiscal year do not account for more than 25% of the total revenues of such entity or business for such period; and (y) no later than 12 months after such acquisition, the applicable acquiring Person shall have entered into an agreement providing for a divestiture of any Prohibited Business so acquired, so that following the closing of such divestiture the activities of the entity or business so acquired will once again be in compliance with this Section 5.9Agreement.

Non-Competition. For the reasons set forth above, Employee acknowledges that the Company Entities have a legitimate interest in protecting their relationships with their Customers and employees against competition by Employee for a reasonable period of two (2) years time after the ClosingSeparation Date. Accordingly, neither Seller nor Employee shall not, without the prior written consent of the Company, at any of its Affiliates shalltime prior to the Separation Date or during the Non-Competition Restricted Period, directly or indirectly, engage in any business manner or capacity, including without limitation, formally or informally, as a proprietor, principal, agent, partner, officer, director, stockholder, employee, member of any association, consultant, advisor or otherwise, (a) perform services for, advise, consult with or have any ownership interest in North America with respect to manufacturing or selling any products which are the same as any of the Products as in existence on the date hereof through and including the Closing Date in sales to customers in the Quick Service Restaurant and Food Service Distribution businesses (a “Prohibited Business”); provided, however, nothing in this Section 5.9 shall prohibit or prevent Seller or any of its Affiliates from: (i) continuing to conduct any entity that, taken together with its affiliates, is primarily engaged in the property and casualty insurance business it is currently conducting that is not part of (the Business and which would constitute a Prohibited “Business, provided that revenues attributed to such business shall not in any twelve month period exceed Fifteen Million Dollars ($15,000,000); ”) or (ii) selling boxboard used to make any business, business unit or division that is primarily engaged in the Products Business (in each case, a “Restricted Entity”) or used to make any other items to any Person, including competitors of (b) engage in the Business; (iii) owning or acquiring up to an aggregate of 10% of . Notwithstanding the ownership interest of any entity engaged in any Prohibited Business or making passive investments in the ordinary course of business in investment funds that make investments in entities engaged in any Prohibited Business, provided that, in either case, none of such Persons is active in the management or governance of such entity; or (iv) owning or operating any Prohibited Business if such Prohibited Business was acquired as a result of a merger or other acquisition; provided, (x) the revenue generated by any Prohibited Business of such acquired entity or business for the preceding fiscal year do not account for more than 25% of the total revenues of such entity or business for such period; and (y) no later than 12 months after such acquisitionforegoing, the applicable acquiring Person following shall have entered into an agreement providing for a divestiture of any Prohibited Business so acquired, so that following the closing of such divestiture the activities of the entity or business so acquired will once again be in not constitute non-compliance with this Section 5.9Agreement or a breach of this Subsection III(E)(3): (a) ownership by Employee, as a passive investment, of less than five (5) percent of the outstanding voting shares of any entity, (b) performing services for or having an ownership interest in an entity (other than a Restricted Entity) that is engaged in the business of acting as an agent or broker (including those engaged in the distribution of property and casualty insurance) so long as Employee is not actively engaged in underwriting, claims, investment activities or third party administration, in each case, relating to property and casualty insurance, (c) seeking and/or accepting (and taking any action in furtherance of seeking and/or accepting, including discussions regarding potential investment) any position or relationship with an entity that would otherwise breach Subsection III(E)(3), so long as such position, relationship or investment or any services related thereto does not commence before the end of the Non-Competition Restricted Period and (d) non-compliance with this Subsection III(E)(3) that is isolated, unintentional and immaterial.

Non-Competition. For A. Subject to Article 2, B, below, Employee, during Employee’s period of employment with SEAMLESSWEB, and for a period of two (2) years after following the Closingvoluntary or involuntary termination of employment, neither Seller nor any of its Affiliates shallshall not, without SEAMLESSWEB’s written permission, which shall be granted or denied in SEAMLESSWEB’s sole discretion, directly or indirectly, engage in associate with (including, but not limited to, association as a sole proprietor, owner, employer, partner, principal, investor, joint venturer, shareholder, associate, employee, member, consultant, contractor or otherwise), or acquire or maintain ownership interest in, any business in North America Business which is competitive with respect to manufacturing that conducted by or selling developed for later implementation by SEAMLESSWEB at any products which are time during the same as any term of the Products as in existence on the date hereof through and including the Closing Date in sales to customers in the Quick Service Restaurant and Food Service Distribution businesses (a “Prohibited Business”)Employee’s employment; provided, however, nothing if Employee’s employment is involuntarily terminated by SEAMLESSWEB for any reason other than Cause (as defined herein) or if Employee resigns his employment due to a Material Diminution (as defined herein), then the term of the non-competition provision set forth herein will be modified to be one year following such termination of employment. For purposes of this Agreement, “Business” shall be defined as a person, corporation, firm, LLC, partnership, joint venture or other entity. Nothing in this Section 5.9 the foregoing shall prohibit prevent Employee from investing in a Business that is or prevent Seller or any becomes publicly traded, if Employee’s ownership is as a passive investor of its Affiliates from:less than 1% of the outstanding publicly traded stock of the Business. B. The provision set forth in Article 2.A above shall apply to full extent permitted by law (i) continuing to conduct any business it is currently conducting that is not part of the Business in all fifty states, and which would constitute a Prohibited Business, provided that revenues attributed to such business shall not in any twelve month period exceed Fifteen Million Dollars ($15,000,000); (ii) selling boxboard used in each foreign country, possession or territory in which SEAMLESSWEB may be engaged in, or have plans to make engage in, business (x) during Employee’s period of employment, or (y) in the Products or used to make any other items to any Personcase of a termination of employment, including competitors as of the Business;effective date of such termination or at any time during the twenty-four month period prior thereto. (iii) owning or acquiring up C. Employee acknowledges that these restrictions are reasonable and necessary to an aggregate protect the business interests of 10% SEAMLESSWEB, and that enforcement of the ownership interest provisions set forth in this Article 2 will not unnecessarily or unreasonably impair Employee’s ability to obtain other employment following the termination (voluntary or involuntary) of any entity engaged Employee’s employment with SEAMLESSWEB. Further, Employee acknowledges that the provisions set forth in any Prohibited Business or making passive investments in the ordinary course of business in investment funds that make investments in entities engaged in any Prohibited Business, provided that, in either case, none of such Persons this Article 2 shall apply if Employee’s employment is active in the management or governance of such entityinvoluntarily terminated by SEAMLESSWEB for Cause; or (iv) owning or operating any Prohibited Business if such Prohibited Business was acquired as a result of a merger the elimination of employee’s position; for performance-related issues; or for any other acquisition; provided, (x) the revenue generated by any Prohibited Business of such acquired entity reason or business for the preceding fiscal year do not account for more than 25% of the total revenues of such entity or business for such period; and (y) no later than 12 months after such acquisition, the applicable acquiring Person shall have entered into an agreement providing for a divestiture of any Prohibited Business so acquired, so that following the closing of such divestiture the activities of the entity or business so acquired will once again be in compliance with this Section 5.9reason at all.

Non-Competition. For I undertake that, absent the prior written consent of the Company, for the Consulting Term and for a period of two 18 (2eighteen) years after the Closingmonths thereafter, neither Seller nor any of its Affiliates shallI will not be involved, whether directly or indirectly, engage in any business way, in North America any activity which is competitive with respect to manufacturing the Company or selling the Company’s Operations. For purposes of this Section 3, the “Company’s Operations” shall mean the Company’s Business and/or any products which are other field approved by the same as any Board of Directors of the Products as in existence on Company during the date hereof through Consulting Term which the Company, during the Consulting Term, engages in, enters into, or takes active steps towards entering into (all including research and including development activity). I expressly acknowledge that the Closing Date in sales to customers in business objectives and targeted operating market of the Quick Service Restaurant Company are world-wide, and Food Service Distribution businesses (a “Prohibited Business”); provided, however, nothing consequently the obligations prescribed in this Section 5.9 3 shall prohibit apply on a world-wide basis, For the purpose of this Section 3, “directly or prevent Seller indirectly” includes doing business as an owner, an independent contractor, shareholder, director, partner, manager, agent, employee or consultant, but does not include holding up to 3% of the free market shares of any publicly traded companies. I further undertake that for a period of 18 (eighteen) months after the Consulting Term, I will not employ, offer to employ or otherwise engage or solicit for employment any person who is or was , during the 12 (twelve) month period prior to the end of the Consulting Term, an employee or exclusive consultant, exclusive supplier or exclusive contractor of the Company, and shall not conduct, whether directly or indirectly, any activity which intervenes in the relationship between the Company and any of its Affiliates from: (i) continuing to conduct any business it is currently conducting employees, contractors, or consultants. I hereby acknowledge that is not part the provisions of the Business Section 3 are reasonable and necessary to legitimately protect the Company’s Confidential Information, IP Rights and property (including intellectual property and goodwill) to which would constitute a Prohibited BusinessI, provided that revenues attributed to such business shall not in any twelve month period exceed Fifteen Million Dollars ($15,000,000); (ii) selling boxboard used to make the Products or used to make any other items to any Person, including competitors of the Business; (iii) owning or acquiring up to an aggregate of 10% of the ownership interest of any entity engaged in any Prohibited Business or making passive investments my position in the ordinary course of business in investment funds Company, have been and will continue to be exposed, and that make investments in entities engaged in any Prohibited Business, provided that, in either case, none of such Persons is active in my compensation under the management or governance of such entity; or (iv) owning or operating any Prohibited Business if such Prohibited Business was acquired as a result of a merger or other acquisition; provided, (x) the revenue generated by any Prohibited Business of such acquired entity or business Agreement incorporates special consideration with respect for the preceding fiscal year do not account for more than 25% of the total revenues of such entity or business for such period; and (y) no later than 12 months after such acquisition, the applicable acquiring Person shall have entered into an agreement providing for a divestiture of any Prohibited Business so acquired, so that following the closing of such divestiture the activities of the entity or business so acquired will once again be in compliance with this Section 5.9non-competition undertaking.

Non-Competition. For (a) The Company shall provide Employee access to the Confidential Information for use only during the Employment Period, and Employee acknowledges and agrees that the Company Group will be entrusting Employee, in Employee’s unique and special capacity, with developing the goodwill of the Company Group, and in consideration thereof and in consideration of the access to Confidential Information, has voluntarily agreed to the covenants set forth in this Section. Employee further agrees and acknowledges that the limitations and restrictions set forth herein, including but not limited to geographical and temporal restrictions on certain competitive activities, are reasonable and not oppressive and are material and substantial parts of this Agreement intended and necessary to prevent unfair competition and to protect the Company Group’s Confidential Information and substantial and legitimate business interests and goodwill. (b) During the Employment Period and for a period of two (2) years after (the Closing“Restricted Period”) following the termination of the Employment Period for any reason, neither Seller nor Employee shall not, for whatever reason and with or without cause, either individually or in partnership or jointly or in conjunction with any other Person or Persons as principal, agent, employee, shareholder (other than holding equity interests listed on a United States stock exchange or automated quotation system that do not exceed five percent (5%) of its Affiliates shallthe outstanding shares so listed), owner, investor, partner or in any other manner whatsoever, directly or indirectly, engage in or compete with the Business anywhere in the world. (c) During the Restricted Period, Employee shall not (A) knowingly induce or attempt to induce any other Person known to Employee to be a customer of the Company or its affiliates (each, a “Customer”) to cease doing any business in North America with respect to manufacturing the Company or selling any products which are the same as any of the Products as in existence on the date hereof through and including the Closing Date in sales to customers its affiliates anywhere in the Quick Service Restaurant and Food Service Distribution businesses (a “Prohibited Business”); provided, however, nothing in this Section 5.9 shall prohibit or prevent Seller or any of its Affiliates from: (i) continuing to conduct any business it is currently conducting that is not part of the Business and which would constitute a Prohibited Business, provided that revenues attributed to such business shall not in any twelve month period exceed Fifteen Million Dollars ($15,000,000); (ii) selling boxboard used to make the Products or used to make any other items to any Person, including competitors of the Business; (iii) owning or acquiring up to an aggregate of 10% of the ownership interest of any entity engaged in any Prohibited Business or making passive investments in the ordinary course of business in investment funds that make investments in entities engaged in any Prohibited Business, provided that, in either case, none of such Persons is active in the management or governance of such entity; world or (iv) owning or operating any Prohibited Business if such Prohibited Business was acquired as a result of a merger or other acquisition; provided, (x) the revenue generated by any Prohibited Business of such acquired entity or business for the preceding fiscal year do not account for more than 25% of the total revenues of such entity or business for such period; and (y) no later than 12 months after such acquisition, the applicable acquiring Person shall have entered into an agreement providing for a divestiture of any Prohibited Business so acquired, so that following the closing of such divestiture the activities of the entity or business so acquired will once again be in compliance with this Section 5.9.

Non-Competition. For a period From the date hereof until the earlier of two (1) the termination of this Agreement pursuant to Article 11 hereof and (2) the date that is five years after following the Closingdate hereof (the “Restricted Period”), neither Seller nor any of its and Parent each shall not, and shall cause their respective Affiliates shallnot to, directly or indirectly, (i) engage for its own benefit, or on behalf of any Person, or otherwise own, manage, operate, control, acquire, hold any interest in, or participate in the ownership, management, operation or control of, or (ii) provide, gift, loan or otherwise make available any business funds, guarantees, credit advancements or other capital to any Person which will be used to own, manage, operate, control, acquire, hold any interest in, or participate in North the ownership, management, operation or control of (collectively, the “Restricted Activities”), any Person operating or conducting operations within the United States of America with respect or any other country in which an Acquired Company operates, or plans to manufacturing or selling any products which are the same operate, as any of the Products as in existence on the date hereof through and including the Closing Date in sales that is, or has plans to customers be, engaged in the Quick Service Restaurant and Food Service Distribution businesses (a “Prohibited Business”); provided, however, nothing in that this Section 5.9 6.1 shall prohibit or not prevent Seller Parent or any of its Affiliates from: Subsidiaries from (iw) continuing engaging in any transaction, including any acquisition, and, pursuant to conduct such acquisition, holding or owning any business it is currently conducting that is not part of the Business and which would constitute a Prohibited Business, provided that revenues attributed to such business shall not or Person engaged in any twelve month period exceed Fifteen Million Dollars ($15,000,000); (ii) selling boxboard used to make the Products or used to make any other items to any Person, including competitors of the Business; (iii) owning or acquiring up to an aggregate of Restricted Activity if such Restricted Activity accounts for less than 10% of the ownership interest consolidated annual revenues of the acquired business or acquired Person(s), taken as a whole, globally in the year prior to such transaction; (x) engaging in any entity transaction, including any acquisition, and, pursuant to such acquisition, holding or owning any business or Person engaged in any Prohibited Business Restricted Activity if such Restricted Activity accounts for greater than 10%, but less than 35%, of the consolidated annual revenues of the acquired business or making passive investments acquired Person(s), taken as a whole, globally in the ordinary course year prior to such transaction, if, within six months after the consummation of such acquisition, Parent or any of its Subsidiaries, as applicable, divests the portion of such business in investment funds that make investments in entities or Person engaged in any Prohibited Business, provided that, in either case, none of such Persons is active in Restricted Activity such that the management or governance of such entity; or (iv) owning or operating any Prohibited Business if such Prohibited Business was acquired as a result of a merger or other acquisition; provided, (x) the revenue generated by any Prohibited Business of such acquired entity or business Restricted Activity accounts for the preceding fiscal year do not account for more less than 2510% of the total consolidated annual revenues of the acquired business or acquired Person(s), taken as a whole, globally on an annualized basis following such entity or business for divestiture, so long as Buyer is included as a potential purchaser in such perioddivestiture process; and (y) no later providing services to customers where (i) the Restricted Activities are provided as an ancillary service to a bundled set of services, (ii) such portion of the Restricted Activities accounts for less than 12 months after such acquisition, the applicable acquiring Person shall have entered into an agreement providing for a divestiture of any Prohibited Business so acquired, so that following the closing or equal to 10% of such divestiture bundled service (on both a value and cost basis) and (iii) the activities provision of such services is not designed or intended to circumvent the restrictions contained in this Section 6.1; or (z) purchasing or owning up to 5% of the entity stock of a Person listed on any recognized stock exchange which is or business so acquired will once again has plans to be engaged directly or indirectly in compliance with this Section 5.9the Business.

Non-Competition. For (a) Executive recognizes that the services to be performed by him hereunder are special, unique and extraordinary and that, by reason of his employment hereunder, Executive will acquire confidential information and trade secrets concerning the operation of Grove. Accordingly, for all purposes hereunder or in respect hereof, Executive agrees that during the term of his employment hereunder and for a period of two (2) years after the Closing, neither Seller nor any 24 months following such termination of its Affiliates shallemployment Executive will not, directly or indirectly, engage as an officer, director, stockholder, partner, member, associate, employee, consultant, owner, agent, creditor, co-venturer or otherwise, become or be interested in or be associated with any other corporation, firm or business engaged, in any geographical area in which Grove is engaged during the term of his employment or at the date of his termination of employment, in a "Competitive Business" with that of Grove at such time. A Competitive Business shall mean any business in North America with respect to manufacturing which derives 30% or more of its revenue directly or indirectly from designing, manufacturing, selling and/or providing customer support for, mobile hydraulic cranes, self-propelled aerial work platforms and truck-mounted cranes. Executive's ownership, directly or indirectly, of not more than five percent of the issued and outstanding stock of any products corporation, the shares of which are the same as any of the Products as in existence regularly traded on the date hereof through and including the Closing Date in sales to customers a national securities exchange or in the Quick Service Restaurant and Food Service Distribution businesses (a “Prohibited Business”); providedover-the-counter market, however, nothing in this Section 5.9 shall prohibit or prevent Seller or any of its Affiliates from: (i) continuing to conduct any business it is currently conducting that is not part of the Business and which would constitute a Prohibited Business, provided that revenues attributed to such business shall not in any twelve month period exceed Fifteen Million Dollars event be deemed to be a violation of the provisions of this Section 10 and the ownership of securities by Executive of Grove shall not be deemed to be a violation of this Section 10. For purposes of this Section 10 the term "Grove" shall also mean any affiliate ($15,000,000);as such term is defined in Rule 144 promulgated under the Securities Act of 1933, as amended, or any successor rule) of Grove. (iib) selling boxboard used Executive agrees, during the period set forth in paragraph (a), that be shall not, on behalf of himself or any business he is interested in or associated with, employ or otherwise engage, or seek to employ or engage, any senior executive (i.e., direct reports) employed by Grove at any time during the preceding 12 months. (c) It is expressly understood and agreed that although Executive and Grove consider the restrictions contained in this Section 10 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the Products or used to make enforceability of any other items to any Person, including competitors of the Business; (iii) owning or acquiring up to an aggregate of 10% of the ownership interest of any entity engaged in any Prohibited Business or making passive investments in the ordinary course of business in investment funds that make investments in entities engaged in any Prohibited Business, provided that, in either case, none of such Persons is active in the management or governance of such entity; or (iv) owning or operating any Prohibited Business if such Prohibited Business was acquired as a result of a merger or other acquisition; provided, (x) the revenue generated by any Prohibited Business of such acquired entity or business for the preceding fiscal year do not account for more than 25% of the total revenues of such entity or business for such period; and (y) no later than 12 months after such acquisition, the applicable acquiring Person shall have entered into an agreement providing for a divestiture of any Prohibited Business so acquired, so that following the closing of such divestiture the activities of the entity or business so acquired will once again be in compliance with this Section 5.9restrictions contained herein.

Non-Competition. For Except as provided in this SECTION 10.1(A), such Non-Compete Party covenants and agrees that for a period of two three (23) years after following the ClosingClosing Date, neither Seller nor any of its Affiliates shallsuch Non-Compete Party shall not engage, directly or indirectly, engage whether as an individual, sole proprietor, or as a principal, agent, officer, director, employer, employee, consultant, independent contractor, partner or shareholder of any firm, corporation or other entity or group or otherwise in any business in North America with respect Competing Business. For purposes of this Agreement, the term "COMPETING BUSINESS" shall mean any individual, sole proprietorship, partnership, firm, corporation or other entity or group which offers or sells or attempts to manufacturing offer or selling any products which are the same as any of the Products as in existence on the date hereof through and including the Closing Date in sales to customers in the Quick Service Restaurant and Food Service Distribution businesses (a “Prohibited Business”); provided, however, nothing in this Section 5.9 shall prohibit or prevent Seller or any of its Affiliates from: sell (i) continuing to conduct any business it is currently conducting that is not part of the Business and which would constitute a Prohibited Businessspa services, provided that revenues attributed to such business shall not in any twelve month period exceed Fifteen Million Dollars ($15,000,000); skin or hair care products, or (ii) selling boxboard used to make the Products or used to make any other items to any Personservices then offered or sold by the Company as of August 1, including competitors 2001 or during the one (1) year period prior thereto, including, but not limited to, in the case of each of the Business; preceding clauses (iiii) and (ii), offers or sales or attempts to offer or sell any of such services or products to or from any day spa, destination spa, resort, hotel, passenger cruise vessel or retail establishment. Notwithstanding the foregoing, nothing herein shall preclude or prohibit any Non-Compete Party from (A) maintaining a passive investment in publicly held entities provided that such Non-Compete Party does not have more than a five percent (5%) beneficial ownership in any such entity; (B) in the case of Thomxx Xxxxxxxx xxxy, owning or acquiring up to an aggregate of 10% approximately one percent (1%) of the shares of a privately held company, Essentiel Elements, which is in the business of manufacturing distributing spa products (provided that such Non-Compete Party is not on the Board or active in the day to day management of such company); (C) serving as an officer or director of any entity, the majority of the voting securities of which is owned, directly or indirectly, by the Company; (D) in the case of Thomxx Xxxxxxxx xxxy, maintaining a direct or indirect ownership interest in, and operating the business of the Mount View Hotel & Spa located in Calistoga, California, (E) in addition to the foregoing, in the case of Thomxx Xxxxxxxx xxxy, acquiring, maintaining or disposing of a direct or indirect ownership interest of any entity engaged at least twenty percent (20%) in any Prohibited Business or making passive investments in the ordinary course of business in investment funds that make investments in entities engaged in any Prohibited Business, provided that, in either case, none of such Persons is active in the management or governance of such entity; up to six (6) hotel or (iv) owning or operating any Prohibited Business if such Prohibited Business was acquired as a result of a merger or other acquisition; provided, (x) the revenue generated by any Prohibited Business of such acquired entity or business for the preceding fiscal year do not account for more than 25% of the total revenues of such entity or business for such period; and (y) no later than 12 months after such acquisition, the applicable acquiring Person shall have entered into an agreement providing for a divestiture of any Prohibited Business so acquired, so that following the closing of such divestiture the activities of the entity or business so acquired will once again be in compliance with this Section 5.9.

Non-Competition. (a) For a period of two (2) five years after the Effective Time (the “Restricted Period”), the Sellers shall not in any capacity whatsoever, either directly or indirectly, individually or as a member of any business organization, (i) engage in the production or sale at retail of any pizza, or pasta, or any Italian food item similar to any Italian food item now or in the future approved by PHI or its Affiliates for use in the Pizza Hut System in the United States (the “Territory”), or (ii) have any employment or own an interest, manage, operate, join, control, lend money to or render financial or other assistance to or participate in or be connected with, as an officer, employee, partner, stockholder, consultant or otherwise, any Person engaged in the production or sale of such products in the Territory, provided, however, that, for the purposes of this Section 6.08, (i) ownership of securities having no more than one percent of the voting power of any competitor which is listed on any national securities exchange shall not be deemed to be in violation of this Section 6.08 as long as the Person owning such securities has no other connection or relationship with such competitor and (ii) the parties agree that (A) Xx. Xxxxxxxx’x continued ownership of the restaurant set forth in item 1 of Exhibit H and (B) Xx. Xxxxxxxx’x continued ownership of the investment set forth in item 2 of Exhibit H (without additional cash or in-kind contributions, and without increasing his management role (if any) in such investment after the date of this Agreement, excluding any amounts which may be required to be paid by Xx. Xxxxxxxx under his existing guarantee of outstanding indebtedness) shall not constitute a breach of this Section 6.08. (b) As a separate and independent covenant, each of the Sellers agree with the Purchaser that, for a period of five years following the Closing, neither Seller nor the Sellers will not in any of its Affiliates shallway, directly or indirectly, engage in interfere with or attempt to interfere with any business in North America with respect officers, employees, representatives or agents of the Company or any Subsidiary, or induce or attempt to manufacturing or selling any products which are the same as induce any of them to leave the Products as employ of the Company or any Subsidiary or violate the terms of their contracts, or any employment arrangements, with the Company or any Subsidiary. (c) The Restricted Period shall be extended by the length of any period during which the Sellers is in existence on breach of the date hereof through and including terms of this Section 6.08. (d) The Sellers acknowledge that the Closing Date in sales to customers in covenants of the Quick Service Restaurant and Food Service Distribution businesses (a “Prohibited Business”); provided, however, nothing Sellers set forth in this Section 5.9 shall prohibit or prevent Seller or any 6.08 are an essential element of its Affiliates from: this Agreement and that, but for the agreement of the Sellers to comply with these covenants, the Purchaser would not have entered into this Agreement. The Sellers acknowledge that (i) continuing to conduct any business it is currently conducting this Section 6.08 constitutes an independent covenant that is not part of the Business and which would constitute a Prohibited Business, provided that revenues attributed to such business shall not in be affected by performance or nonperformance of any twelve month period exceed Fifteen Million Dollars ($15,000,000); other provision of this Agreement by the Purchaser, and (ii) selling boxboard used to make the Products or used to make any other items to any Person, including competitors $2,000,000 of the Business; (iii) owning or acquiring up Purchase Price shall be consideration allocable to an aggregate of 10% of the ownership interest of any entity engaged in any Prohibited Business or making passive investments in the ordinary course of business in investment funds that make investments in entities engaged in any Prohibited Business, provided that, in either case, none of such Persons is active in the management or governance of such entity; or (iv) owning or operating any Prohibited Business if such Prohibited Business was acquired as a result of a merger or other acquisition; provided, (x) the revenue generated by any Prohibited Business of such acquired entity or business for the preceding fiscal year do not account for more than 25% of the total revenues of such entity or business for such period; independent covenant. The Sellers have independently consulted with their counsel and (y) no later than 12 months after such acquisition, consultation agree that the applicable acquiring Person shall have entered into an agreement providing for a divestiture of any Prohibited Business so acquired, so that following the closing of such divestiture the activities of the entity or business so acquired will once again be covenants set forth in compliance with this Section 5.96.08 are reasonable and proper.

Non-Competition. For Each Major Seller acknowledges that (a) the Buyer would not have entered into this Agreement but for the agreements and covenants contained in this Section 11 and (b) the agreements and covenants contained in this Section 11 are essential to protect the business and goodwill of the Company and the Business. To induce the Buyer to enter into this Agreement, each Major Seller hereby severally, and not jointly, agrees that following the Closing Date and for a period of two **** thereafter (2) years after the Closing“Restricted Period”), neither such Major Seller nor any of its Affiliates shallshall not, directly or indirectly, engage own, manage, operate, join, control or participate in the ownership, management, operation or control of, or be employed or retained by, render services to, provide financing (equity or debt) or advice to any business engaged in North America with respect to the business of researching, developing, distributing and/or manufacturing generic pharmaceutical products for distribution, directly or selling through a third party in (i) any products which are country where the same as Buyer or any of the Products as in existence on its Affiliates has commenced distribution, marketing or sales of generic pharmaceutical products prior to the date hereof through and including the Closing Date that such other business has commenced distribution, marketing or sales of generic pharmaceutical products in sales to customers such country or (ii) in the Quick Service Restaurant and Food Service Distribution businesses (a “Prohibited Business”)United States of America; provided, however, that nothing in this contained herein shall (A) prevent the purchase or ownership by any Major Seller of less than ten (10%) percent of the outstanding equity securities of any class of securities of a company registered under Section 5.9 shall prohibit 12 of the Securities and Exchange Act of 1934, as amended, or (B) restrict or prevent any Major Seller from, directly or indirectly, owning, managing, operating, joining, controlling or participating in the ownership, management, operation or control of, or being employed or retained by, rendering services to, providing financing (equity or debt) or advice to, or otherwise be connected in any manner with any business engaged in the business of researching, developing, distributing and/or manufacturing generic pharmaceutical products solely for distribution (whether directly or through a third party) (1) outside both (x) countries where the Buyer or any of its Affiliates from: (i) continuing to conduct any business it is currently conducting that is not part has commenced distribution, marketing or sales of the Business and which would constitute a Prohibited Business, provided that revenues attributed to such business shall not in any twelve month period exceed Fifteen Million Dollars ($15,000,000); (ii) selling boxboard used to make the Products or used to make any other items to any Person, including competitors of the Business; (iii) owning or acquiring up to an aggregate of 10% of the ownership interest of any entity engaged in any Prohibited Business or making passive investments in the ordinary course of business in investment funds that make investments in entities engaged in any Prohibited Business, provided that, in either case, none of such Persons is active in the management or governance of such entity; or (iv) owning or operating any Prohibited Business if such Prohibited Business was acquired as a result of a merger or other acquisition; provided, (x) the revenue generated by any Prohibited Business of such acquired entity or business for the preceding fiscal year do not account for more than 25% of the total revenues of such entity or business for such period; generic pharmaceutical products and (y) no later the United States of America or (2) in a country other than 12 months after the United States of America in which such acquisitionbusiness is engaged in such conduct before the Buyer or any of its Affiliates has commenced distribution, marketing or sales of generic pharmaceutical products, regardless of the applicable acquiring Person shall have entered into an agreement providing for a divestiture location of any Prohibited Business so acquiredthe facilities, so that following the closing offices, management, properties or assets of such divestiture the activities of the entity or business so acquired will once again be in compliance with this Section 5.9business.

Non-Competition. For (a) Subject to the provisions of this Section 7.8, ASD agrees that for a period of two three (23) years from and after the ClosingClosing Date, neither Seller nor any of ASD shall not, and it shall cause its Affiliates shallSubsidiaries not to, compete, directly or indirectly, engage in any business in North America material respect with respect to manufacturing or selling any products which are the same B&K Business as any conducted as of the Products as in existence on the date hereof through and including the Closing Date in sales to customers in the Quick Service Restaurant and Food Service Distribution businesses (a “Prohibited BusinessCompetitive Activity”); provided, however, that it shall not be deemed to be a violation of this Section 7.8(a) for ASD or any of its Subsidiaries: (i) to engage directly or indirectly in the research, manufacture or sale of any products listed in Section 7.8(a) of the Seller’s Disclosure Schedule; (ii) to invest in or own any debt securities or other debt obligations; (iii) to invest in any third Person (including any corporation or mutual or other fund) which invests in, manages or operates a Competitive Activity, so long as ASD’s and its Subsidiaries’ aggregate investment is less than 10% of the outstanding equity ownership interest in such third Person and ASD and its Subsidiaries do not control such third Person or conduct the Competitive Activity; (v) subject to Section 7.8(b) below, to invest in, own an interest in, or acquire any stock or assets of any Person not engaged primarily in a Competitive Activity; (vi) to invest in securities having less than 10% of the outstanding voting power of any Person, the securities of which are publicly traded or listed on any securities exchange or automated quotation system; (vii) to invest in any Person after the Closing Date to the extent that ASD or a Subsidiary had, directly or indirectly, acquired, or had a right to acquire, such interest prior to the date of this Agreement, provided, however, that such investments shall be limited to having less than 10% ownership interest in such Persons; or (viii) to own any equity interests through any employee benefit plan or pension plan. For purposes of this Section 7.8(a), “engaged primarily in a Competitive Activity” shall mean that greater than 25% of the aggregate net revenue derived during the last completed fiscal year of such Person (calculated on a consolidated basis) is derived from the Competitive Activity. Each investment or acquisition made by ASD or its Subsidiaries which is subject to the provisions of this Section 7.8(a) must be permissible hereunder at the time of such investment; provided, however, that any such investment which was permissible when made cannot thereafter be the basis of a claim of violation of this Section 7.8(a). (b) Notwithstanding anything to the contrary in Section 7.8(a), ASD and its Subsidiaries shall not be deemed to have violated the restrictions contained in Section 7.8(a) in the event that ASD or any of its Subsidiaries acquires (by purchase of stock or assets, merger or otherwise) or invests in any Person engaged primarily in a Competitive Activity; provided, however, that ASD or such Subsidiary thereafter divests all of such Competitive Activity within 12 months from the date of purchase of such Person or assets so as to be in compliance with Section 7.8(a). (c) For a period of eighteen (18) months from and after the Closing Date, ASD shall not, and it shall cause its Subsidiaries not to, without the express written consent of Buyers, directly or indirectly, solicit any (i) officers, directors or management level employees of Buyers or any of their Affiliates engaged solely in the B&K Business or (ii) employee working at a facility or location at which employees of the B&K Business and employees of an Excluded Business are co located, in each case to leave the employment of Buyers or any such Affiliate for employment with ASD or its Subsidiaries, or violate the terms of their employment contracts, or any employment arrangements, with Buyers or any such Affiliate; provided, however, that nothing in this Section 5.9 7.8(c) shall prohibit restrict or prevent Seller preclude ASD or any of its Subsidiaries from making generalized searches for employees by the use of advertisements in the media (including trade media or by engaging search firms to engage in searches that are not instructed to solicit the Enployees employed by the B&K Business). (d) For a period of eighteen (18) months from and after the Closing Date, each Buyer shall not, and it shall cause its Subsidiaries not to, without the express written consent of ASD, directly or indirectly, solicit any (x) officers, directors or management level employees of ASD or any of the Retained Subsidiaries (including officers, directors or management level employees of WABCO and its Subsidiaries) which Buyers and their Affiliates became aware of as a result of the transaction contemplated hereby, (y) any Retained Employees or (z) employees working at a facility or location at which employees of the Excluded Business and employees of the B&K Business are co located, in each case to leave the employment of ASD or any of its Affiliates from: (i) continuing to conduct for employment with such Buyer or its Subsidiaries, or violate the terms of their employment contracts, or any business it is currently conducting that is not part employment arrangements, with ASD or any of the Business and which would constitute a Prohibited Business, provided that revenues attributed to such business shall not in any twelve month period exceed Fifteen Million Dollars ($15,000,000); (ii) selling boxboard used to make the Products or used to make any other items to any Person, including competitors of the Business; (iii) owning or acquiring up to an aggregate of 10% of the ownership interest of any entity engaged in any Prohibited Business or making passive investments in the ordinary course of business in investment funds that make investments in entities engaged in any Prohibited Business, provided that, in either case, none of such Persons is active in the management or governance of such entity; or (iv) owning or operating any Prohibited Business if such Prohibited Business was acquired as a result of a merger or other acquisitionits Affiliates; provided, (x) the revenue generated by any Prohibited Business of such acquired entity or business for the preceding fiscal year do not account for more than 25% of the total revenues of such entity or business for such period; and (y) no later than 12 months after such acquisitionhowever, the applicable acquiring Person shall have entered into an agreement providing for a divestiture of any Prohibited Business so acquired, so that following the closing of such divestiture the activities of the entity or business so acquired will once again be nothing in compliance with this Section 5.97.8(d) shall restrict or preclude each Buyers or any of its Subsidiaries from making generalized searches for employees by the use of advertisements in the media (including trade media or by engaging search firms to engage in searches that are not instructed to solicit the Retained Employees).

Non-Competition. (a) For a period of two years following the Closing Date (2) years after the Closing“Restricted Period”), neither the Seller nor shall not, and shall not permit any of its Affiliates shallAMID Entity to, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) own 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, principal, agent, trustee or consultant; or (iii) intentionally interfere in any material respect with the business in North America with respect relationships between any Company, on the one hand, and customers or suppliers of the Companies and the Acquired Business, on the other hand; provided that such customers or suppliers were customers or suppliers of the Companies and the Acquired Business at any time during the 12-month period prior to manufacturing the Closing. Notwithstanding the foregoing, the Seller or selling any products AMID Entity may own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange if the Seller or such AMID Entity is not a controlling Person of, or a member of a group which are the same as controls, such Person and does not, directly or indirectly, own 5% or more of any class of securities of such Person. For purposes of this Section 6.16, an “AMID Entity” means American Midstream Partners, LP and any of its direct or indirect Subsidiaries, “Restricted Business” means the Acquired Business, “Territory” means the Texas service area of the Caddo Xxxxx Refined Products Terminal and the Arkansas service area of the North Little Rock Refined Products Terminal, as in existence on the date hereof through and including Acquired Business is currently conducted. For the Closing Date in sales to customers in avoidance of doubt, the Quick Service Restaurant and Food Service Distribution businesses (a “Prohibited Business”); provided, however, nothing restrictions in this Section 5.9 6.16 shall prohibit or prevent Seller or not apply to any of its Affiliates from: (i) continuing to conduct any business it is currently conducting Person that is not part an AMID Entity or Affiliate of the Business an AMID Entity and which would constitute a Prohibited Businessthat acquires an AMID Entity in an arms’-length merger, provided consolidation or similar transaction that revenues attributed results in such AMID Entity ceasing to exist following such business shall not in any twelve month period exceed Fifteen Million Dollars ($15,000,000); (ii) selling boxboard used to make the Products or used to make any other items to any Person, including competitors of the Business; (iii) owning or acquiring up to an aggregate of 10% of the ownership interest of any entity engaged in any Prohibited Business or making passive investments in the ordinary course of business in investment funds that make investments in entities engaged in any Prohibited Business, provided that, in either case, none of such Persons is active in the management or governance of such entity; or (iv) owning or operating any Prohibited Business if such Prohibited Business was acquired as a result of a merger or other acquisition; provided, (x) the revenue generated by any Prohibited Business of such acquired entity or business for the preceding fiscal year do not account for more than 25% of the total revenues of such entity or business for such period; and (y) no later than 12 months after such acquisition, the applicable acquiring Person shall have entered into an agreement providing for a divestiture of any Prohibited Business so acquired, so that following the closing of such divestiture the activities of the entity or business so acquired will once again be in compliance with this Section 5.9transaction.

Non-Competition. (a) For a period of two [***] years following the Closing Date (2) years after the Closing“Restricted Period”), neither Seller nor any of its Affiliates shall, whether directly or indirectlyindirectly or alone or in collaboration with any other person, through any Affiliate, engage or participate (or invest in any business in North America with respect to manufacturing that engages or selling any products which are the same as any of the Products as in existence on the date hereof through and including the Closing Date in sales to customers participates) anywhere in the Quick Service Restaurant and Food Service Distribution businesses world in any research, development, product design, manufacturing, production, distribution, marketing, promotion, sale or commercialization relating to the discovery, development or commercialization of any [***] (a “Prohibited Restricted Business”), in each case including by owning, managing, operating, controlling or otherwise participating in the ownership, management, operation or control of any entity engaged in any such activities, whether as an employer, proprietor, partner, equityholder, consultant, agent or otherwise; providedprovided that, howevernotwithstanding anything to the contrary in the foregoing, nothing in this Section 5.9 5.07 shall restrict, prohibit or prevent limit in any respect a Seller or any of its Affiliates from: from (i) continuing to conduct acquiring (and thereafter operating) the whole or any business it is currently conducting that is not part of, or investing in, a person which engages in any Restricted Business or the whole or any part of a business which includes any Restricted Business so long as either (A) the revenues of the Restricted Business and which would being acquired constitute a Prohibited Businessno more than [***] of the revenues of the person or business being acquired (as set out in the latest available annual financial statements of that person or business) or (B) if such [***] threshold is exceeded, such Seller or Affiliate completes the sale of the Restricted Business within [***] of the acquisition; provided that revenues attributed if such sale is subject to regulatory approval then such [***] period shall be extended until [***] business days after all regulatory approvals have been received, but only to the extent that the parties to such business shall not in sale are using commercially reasonable efforts to obtain any twelve month period exceed Fifteen Million Dollars ($15,000,000); such approvals; (ii) selling boxboard used to make the Products or used to make any other items to any Person, including competitors being a passive owner of the Business; outstanding capital stock or other equity interests of any person; or (iii) owning any interest in an entity whose securities are publicly traded or acquiring up to an aggregate listed with a securities exchange. For the avoidance of 10% of the ownership interest of any entity engaged in any Prohibited Business or making passive investments in the ordinary course of business in investment funds that make investments in entities engaged in any Prohibited Business, provided that, in either case, none of such Persons is active in the management or governance of such entity; or (iv) owning or operating any Prohibited Business if such Prohibited Business was acquired as a result of a merger or other acquisition; provideddoubt, (xA) the revenue generated by any Prohibited Business of such acquired entity or business for the preceding fiscal year do restrictions set forth in this Section 5.07 shall not account for more than 25% of the total revenues of such entity or business for such periodapply with respect to [***]; and (yB) no later than 12 months after such acquisitionduring the Restricted Period, Sellers shall not grant any sublicense under the applicable acquiring Person Sellers License in any manner designed to circumvent or otherwise avoid the restrictions set forth in this Section 5.07. (b) The Restricted Period shall have entered into an agreement providing for a divestiture be extended by the length of any Prohibited Business so acquired, so that following the closing of such divestiture the activities period during which either Seller is finally determined to be in breach of the entity or business so acquired will once again be in compliance with terms of this Section 5.95.07.

Non-Competition. For By and in consideration of the Company’s entering into this Employment Agreement and the payments to be made and the benefits to be provided hereunder, and in further consideration of the Executive’s exposure to the Confidential Information of the Company and its affiliates, the Executive agrees that the Executive shall not, during the Executive’s employment with the Company (whether during the Term or thereafter) and for a period of two twelve (212) years after months thereafter (the Closing, neither Seller nor any of its Affiliates shall“Restriction Period”), directly or indirectly, own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below) and in connection with the Executive’s association directly or indirectly engage in any business activity that is similar to any activity that the Executive was engaged in North America with respect to manufacturing or selling any products which are the same as any of Company during the Products as in existence on 12 months preceding the date hereof through and including the Closing Date in sales to customers in the Quick Service Restaurant and Food Service Distribution businesses (a “Prohibited Business”)of termination; provided, howeverthat in no event shall ownership of one percent (1%) or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, nothing in as amended, standing alone, be prohibited by this Section 5.9 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall prohibit or prevent Seller mean (i) any Person that is actively engaged in any geographic area in any business which materially competes with McJ Holding LLC’s or any of its Affiliates from: (i) continuing to conduct any subsidiaries’ business it is currently conducting that is not part of the Business distribution of industrial pipe, valves and fittings or any other business which would constitute is material to McJ Holding LLC or any of its subsidiaries (a Prohibited “Material Business, provided that revenues attributed to such business shall not in any twelve month period exceed Fifteen Million Dollars ($15,000,000); ”) or (ii) selling boxboard used to make the Products or used to make any other items to any Person, including competitors Person who within a two (2) year period following termination of the Executive’s employment is reasonably expected to materially compete with a Material Business or have revenue in excess of $100,000,000 derived from a business that is competitive with a Material Business; (iii) owning or acquiring up to an aggregate of 10% . During the Restriction Period, upon request of the ownership interest of any entity engaged in any Prohibited Business or making passive investments in Company, the ordinary course of business in investment funds that make investments in entities engaged in any Prohibited Business, provided that, in either case, none of such Persons is active in Executive shall notify the management or governance of such entity; or (iv) owning or operating any Prohibited Business if such Prohibited Business was acquired as a result of a merger or other acquisition; provided, (x) the revenue generated by any Prohibited Business of such acquired entity or business for the preceding fiscal year do not account for more than 25% Company of the total revenues of such entity or business for such period; and (y) no later than 12 months after such acquisition, the applicable acquiring Person shall have entered into an agreement providing for a divestiture of any Prohibited Business so acquired, so that following the closing of such divestiture the activities of the entity or business so acquired will once again be in compliance with this Section 5.9Executive’s then-current employment status.

Non-Competition. For a period The parties have negotiated the non-competition provisions of two this Agreement as an integral part of the transaction. The merger consideration is substantially higher than the net book value of Jaguar, resulting in substantial "goodwill" being paid by Central for the ongoing prospects of Jaguar's business. The Employees acknowledge that the Central is willing to pay the merger consideration and proceed with the transaction because of Jaguar's customer relationships, growth potential, and other prospects, and that such prospects would be severely and irreparably harmed by competition from the Employees. The Employees further acknowledge that Central would not have entered into this Agreement without the non-competition provisions contained herein. The Employees willingly agree to the non-competition provisions of Section 6.05(b) hereof as consideration for the merger consideration and agree that the non-competition provisions are reasonable and are necessary to induce Central to enter into this Agreement. Through the later of (2i) years after the Closingsix (6) months following termination of employment with Central or an affiliate, neither Seller nor any of its Affiliates shallor (ii) June 30, 2004, each Employee agrees that he will not, directly or indirectly, except in the course of his employment with Central, or an affiliate, engage or invest in, own, manage, operate, finance, control, or participate in the ownership, management, operation, financing, or control of, be employed by, associated with, or in any manner connected with, lend their name or any similar name to, lend their credit to or render services or advice to, any Competitive Business that engages in business in North America with respect to manufacturing or selling any products which are the same as any of the Products as in existence on the date hereof through and including the Closing Date in sales to customers in the Quick Service Restaurant and Food Service Distribution businesses (a “Prohibited Business”)United States; provided, however, nothing that each employee may purchase or otherwise acquire up to (but not more than) one percent as an aggregate of all such purchases and acquisitions made by such Employee of any class of securities of any enterprise (but without otherwise participating in this the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 5.9 shall prohibit 12(g) of the Securities Exchange Act of 1934; whether for his own account or prevent Seller for the account of any other person, at any time after the Closing, solicit business of the same or similar type being carried on by Central, or an affiliate, from any person that is or was a customer of Central, Jaguar, or any affiliate, whether or not they had personal contact with such person during and by reason of such Employee's employment with Central, Jaguar, or any affiliate; whether for his own account or the account of any other person at any time after Closing, solicit, employ, or otherwise engage as an employee, independent contractor, or otherwise, any person who is or was an employee of Central, Jaguar, or an affiliate, or in any manner induce or attempt to induce any employee of Central, Jaguar, or an affiliate to terminate his or her employment with Central, Jaguar, or an affiliate; or at any time interfere with the relationship between Central, or any affiliate and any other person, including any person who at any time was an employee, contractor, supplier, or customer of Central, Jaguar, or an affiliate; or at any time after Closing, disparage Central, Jaguar, or any affiliate, or any of its Affiliates from: (i) continuing to conduct any business it is currently conducting that is not part of the Business and which would constitute a Prohibited Businesstheir shareholders, provided that revenues attributed to such business shall not in any twelve month period exceed Fifteen Million Dollars ($15,000,000); (ii) selling boxboard used to make the Products directors, officers, employees, or used to make any other items to any Person, including competitors of the Business; (iii) owning or acquiring up to an aggregate of 10% of the ownership interest of any entity engaged in any Prohibited Business or making passive investments in the ordinary course of business in investment funds that make investments in entities engaged in any Prohibited Business, provided that, in either case, none of such Persons is active in the management or governance of such entity; or (iv) owning or operating any Prohibited Business if such Prohibited Business was acquired as a result of a merger or other acquisition; provided, (x) the revenue generated by any Prohibited Business of such acquired entity or business for the preceding fiscal year do not account for more than 25% of the total revenues of such entity or business for such period; and (y) no later than 12 months after such acquisition, the applicable acquiring Person shall have entered into an agreement providing for a divestiture of any Prohibited Business so acquired, so that following the closing of such divestiture the activities of the entity or business so acquired will once again be in compliance with this Section 5.9agents.

Non-Competition. For (a) From the Closing and for two years thereafter, Sellers will not, and will cause their Affiliates not to, directly or indirectly anywhere in the United States and in any other jurisdiction in which the Acquired Business operates, (i) engage in, own any interest in, invest in, lend funds to, or provide any management, consulting, financial, administrative or other services to any business that sells or markets automotive towing systems and/or roof-mounted or hitch-mounted load-carrying systems in the automotive aftermarket, except for roof rails and cross-rails in the original equipment suppliers market (the “Restricted Market”), directly or indirectly in any manner, (ii) solicit, sell or attempt to sell automotive towing systems and/or roof-mounted or hitch-mounted load-carrying systems in the automotive aftermarket to any Person that is a period customer of two the Acquired Business (2or any successor), (iii) years after disclose any confidential or non-public information regarding the ClosingAcquired Business or the Acquired Assets to any third party or (iv) directly or indirectly solicit or encourage to leave employ or contract or offer to employ or contract with any Person who is (or was during the previous 12 months) an employee or independent contractor of the Acquired Business (or any successor) who is (A) at management-level or above, neither Seller nor any (B) employed in a sales or account management capacity or (C) engaged in research and development activities, and, in the case of its (B) and (C), earns more than $40,000 per year, or who is (or was during the previous 12 months) hired by Purchaser in connection with the transactions contemplated hereby; provided, that notwithstanding the foregoing Sellers and their Affiliates shallmay (x) continue to own the Retained Businesses, and to operate those businesses substantially as now conducted, (y) own, directly or indirectly, engage solely as an investment, securities of any Person that are traded on any national securities exchange or Nasdaq if Sellers and their Affiliates collectively (1) are not a controlling Person of, or a member of a group that controls such Person and (2) do not, directly or indirectly, own two percent or more of any class of securities of such Person and (z) acquire and hold interests in or securities of any Person that derived 15% or less of its total annual revenues in its most recent fiscal year from the sale of automotive towing systems and/or roof-mounted or hitch-mounted load-carrying systems in the automotive aftermarket; provided, further, that the provisions of this Section 5.8 shall not apply to any Person that acquires the Retained Business if such Person operates or conducts business in North America the Restricted Market prior to such person’s acquisition of the Retained Business and derived more than $10 million of revenues from such business in its fiscal year most recently ended prior to the acquisition of the Retained Business. Notwithstanding the foregoing, the provisions of this Section 5.8 shall not apply to any company or business acquired by Xxxxxx Xxxxxx, Inc. or any of the funds or accounts managed by it that conducts business or operates in the Restricted Market, so long as such company or business is not functionally combined with the Retained Business or any material portion thereof. (b) The parties hereto recognize that the Laws and public policies of various jurisdictions may differ as to the validity and enforceability of covenants similar to those set forth in this Section. It is the intention of the parties that the provisions of this Section be enforced to the fullest extent permissible under the Laws and policies of each jurisdiction in which enforcement may be sought, and that the unenforceability (or the modification to conform to such Laws or policies) of any provisions of this Section shall not render unenforceable, or impair, the remainder of the provisions of this Section. Accordingly, if any provision of this Section shall be determined to be invalid or unenforceable, such invalidity or unenforceability shall be deemed to apply only with respect to manufacturing the operation of such provision in the particular jurisdiction in which such determination is made and not with respect to any other provision or selling jurisdiction. Furthermore, if in any products jurisdiction in which are any provision of this Section otherwise would be unenforceable, the same as provision would be enforceable if reduced in extent, then for conduct in that particular jurisdiction only, the relevant provision shall be deemed reduced in scope to the extent required to render it enforceable. The parties to this Agreement acknowledge and agree that any remedy at law for any breach of the Products as in existence on the date hereof through and including the Closing Date in sales to customers in the Quick Service Restaurant and Food Service Distribution businesses (a “Prohibited Business”); provided, however, nothing in provisions of this Section 5.9 shall prohibit would be inadequate, and Sellers hereby consent to the granting by any court of an injunction or prevent Seller or any other equitable relief, without the necessity of its Affiliates from: (i) continuing to conduct any business it is currently conducting that is not part of the Business and which would constitute a Prohibited Business, provided that revenues attributed to such business shall not in any twelve month period exceed Fifteen Million Dollars ($15,000,000); (ii) selling boxboard used to make the Products or used to make any other items to any Person, including competitors of the Business; (iii) owning or acquiring up to an aggregate of 10% of the ownership interest of any entity engaged in any Prohibited Business or making passive investments in the ordinary course of business in investment funds that make investments in entities engaged in any Prohibited Business, provided thatactual monetary loss being proved, in either case, none order that the breach or threatened breach of such Persons is active in the management or governance of such entity; or (iv) owning or operating any Prohibited Business if such Prohibited Business was acquired as a result of a merger or other acquisition; provided, (x) the revenue generated by any Prohibited Business of such acquired entity or business for the preceding fiscal year do not account for more than 25% of the total revenues of such entity or business for such period; and (y) no later than 12 months after such acquisition, the applicable acquiring Person shall have entered into an agreement providing for a divestiture of any Prohibited Business so acquired, so that following the closing of such divestiture the activities of the entity or business so acquired will once again provisions may be in compliance with this Section 5.9effectively restrained.

Non-Competition. For (a) Seller agrees that for a period of two four (4) years from the Closing Date (the “Non-Competition Period”) it shall not and shall cause its Affiliates not to, engage in Korea in: (1) the sale, lease, installation and maintenance of electronic security systems and the provision of related centralized monitoring and guard response services, (2) years after the Closingprovision of static security guard services, (3) the Security SI Business, (4) the Retail Security Business, neither Seller nor any of its Affiliates shallor (5) the IT Security Business, directly or indirectly(collectively, engage in any business in North America with respect to manufacturing or selling any products which are the same as any of the Products as in existence on the date hereof through and including the Closing Date in sales to customers in the Quick Service Restaurant and Food Service Distribution businesses (a “Prohibited BusinessCompetitive Activities”); provided, howeverthat, the foregoing shall not prohibit Seller or any of its Affiliates from collectively owning up to an aggregate of five percent of the outstanding shares of any class of capital stock of any publicly traded Person that engages in any Competitive Activity (a “Competing Person”). (b) Notwithstanding anything to the contrary in the foregoing, nothing in this Section 5.9 8.1 shall prohibit or prevent Seller or any of its Affiliates from: (i) continuing selling or divesting any or all of its assets or businesses to conduct any business it is currently conducting Person that is not part an Affiliate of Seller, and such Person shall in no way be bound by the Business and which would constitute a Prohibited Business, provided that revenues attributed to such business shall not restrictions set forth in any twelve month period exceed Fifteen Million Dollars ($15,000,000)this Section 8.1; (ii) selling boxboard used to make acquiring the Products whole or used to make any other items to any Person, including competitors part of the Business; (iii) owning a Person or acquiring up to an aggregate of 10% of the ownership interest of any entity engaged business which engages in any Prohibited Business Competitive Activity or making passive investments in the ordinary course of business in investment funds that make investments in entities engaged in whole or any Prohibited Business, provided that, in either case, none of such Persons is active in the management or governance of such entity; or (iv) owning or operating any Prohibited Business if such Prohibited Business was acquired as a result part of a merger or other acquisitionbusiness which includes any Competitive Activity; provided, (x) the revenue generated by any Prohibited Business that where such Competitive Activities of such acquired entity Person or business for the preceding fiscal year do not account for more represent greater than 2530% of the total revenues of such entity Person or business for (together with all revenues of all Affiliates of such period; and (yPerson) no later than as set out in the latest available annual consolidated financial statements of that Person or business, such Seller and/or its Affiliates shall be required to use its commercially reasonable efforts to divest such Person, business or portion thereof to the extent engaging in such Competitive Activity within 12 months after the consummation of such acquisition; (iii) acquiring a Minority Investment in a Person which engages in, or includes, any Competitive Activity, so long as neither Seller nor any of its Affiliates has any participation in the management (excluding directorships or substantially similar positions) of such Person or, with respect to new Minority Investments made after the date of this Agreement and during the Non-Competition Period, provides any technical assistance or know-how in relation to the Competitive Activity. As used in this Agreement, the applicable acquiring term “Minority Investment” means any equity investment by Seller and/or any of its Affiliates in any Person shall have entered into an agreement providing for a divestiture of in which such Seller and any Prohibited Business so acquired, so that following the closing of such divestiture the activities Seller’s Affiliates collectively hold less than 30% of the entity outstanding voting securities or business so acquired will once again be in compliance with this Section 5.9.similar equity interests of such Person entitled to elect the board of directors (or similar governing body) of such Person;

Non-Competition. For so long as the Executive serves in any of the Monarch Positions (the “Term”) and for a period of two years following the date on which the Executive ceases, whether due to termination, resignation, or any other reason, to hold any Monarch Position (2) years after the Closing“Restricted Period”), neither Seller nor any of its Affiliates shallthe Executive shall not, directly or indirectly, engage in or have any interest in, directly or indirectly, any sole proprietorship, partnership, corporation, company, business or any other person or entity (whether as an employee, officer, director, partner, member, agent, security holder, creditor, consultant or otherwise) that, directly or indirectly, engages primarily in North America the development, marketing, distribution, underwriting or sale of products and services competitive with respect to manufacturing the Company Business in any and all states in which the Company and/or any Monarch Subsidiary conducts the Company Business during the Term or selling any products which are at the same as any time of termination of the Products as in existence on Executive’s employment with the date hereof through and including Company (the Closing Date in sales to customers in the Quick Service Restaurant and Food Service Distribution businesses (a “Prohibited BusinessRestricted Territory”); provided, however, nothing in this Section 5.9 shall prohibit or prevent Seller or any of its Affiliates from: (i) continuing that Executive may continue to conduct any business it is currently conducting that is not part hold securities of the Business and which would constitute a Prohibited BusinessCompany and/or acquire, provided that revenues attributed to such business shall not in any twelve month period exceed Fifteen Million Dollars ($15,000,000); (ii) selling boxboard used to make the Products solely as an investment, shares of capital stock or used to make any other items to any Person, including competitors of the Business; (iii) owning or acquiring up to an aggregate of 10% of the ownership interest equity securities of any entity engaged engaging in any Prohibited Business or making passive investments in a business competitive with the ordinary course of business in investment funds that make investments in entities engaged in any Prohibited Company Business, provided thatso long as the Executive does not control or acquire a controlling interest in, in either caseor become a member of a group which exercises direct or indirect control of more than five percent of, none any class of such Persons is active in the management or governance equity security of such entity; or and provided further that the Restricted Territory shall include any state in which the Company or a Monarch Subsidiary has completed substantially all the steps necessary, including regulatory applications, to conduct the Company Business in such state; and provided, further, that the Executive’s employment by Federated National Holding Company (iv“FNHC”), his service on the Board of Directors of FHNC, and his positions as an officer and/or director of any Subsidiary or Affiliate of FNHC (each, a “Permitted FNHC Position, and collectively, the “Permitted FNHC Positions”) owning or operating any Prohibited Business if such Prohibited Business was acquired as shall be permitted in all respects throughout the Term and the Restricted Period and shall not be a result breach of the restrictions set forth in this Section 1. As used herein, (a) the term “Subsidiary” means a merger partnership, corporation, limited liability company, trust or other acquisition; providedlegal entity for which FNHC, (x) directly or indirectly, has the revenue generated by any Prohibited Business of such acquired entity power to direct or business for cause the preceding fiscal year do not account for more than 25% direction of the total revenues management and policies through the ownership of such entity or business for such periodvoting securities; and (yb) no later than 12 months after such acquisitionthe term “Affiliate” means any person or entity that, directly or indirectly, controls, is controlled by or under common control with FNHC. For the avoidance of doubt, the applicable acquiring Person shall have entered into an agreement providing for a divestiture Executive’s implementation of any Prohibited Business so acquired, so that following the closing of such divestiture the activities directives of the entity Board of Directors of FNHC or business so acquired will once again the carrying out of the obligations of FNHC or its Subsidiaries or Affiliates under any agreement to which FNHC or a Subsidiary of Affiliate is a party, in each case while the Executive is serving in a Permitted FNHC Position, shall not be in compliance with a breach of this Section 5.91 so long as any such directives or obligations are not intended to circumvent, nor do they result in the circumvention of, the provisions of this Agreement.

Non-Competition. For a period (a) During the Non-Compete Period, each of two (2) years after the ClosingShareholders agrees that he will not, neither Seller nor and will cause each of his Affiliates not to, for any of its Affiliates shallreason whatsoever, directly or indirectly, either individually or as an owner, partner, officer, director, lender or otherwise, engage in any business Competitive Business anywhere in North America with respect to manufacturing the United States or selling any products which are the same as Canada. The ownership by any of the Products Shareholders of up to 5% of any class of securities of any company which has a class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, shall not constitute a breach of this covenant. (b) During the Non-Compete Period, each Shareholder shall not: (i) induce or attempt to induce any employee of any of the Companies to leave the employ of the Companies, or in existence on any way interfere with the date hereof through relationship between Purchaser or the Companies and including any such employee thereof; (ii) hire directly or indirectly any person who was an employee of the Closing Date Companies within sixty days prior to the time such employee was hired by such Shareholder; or (iii) induce or attempt to induce any customer, supplier, licensee or other business relation of any of the Companies to cease doing business with the Companies or in sales to customers in any way interfere with the Quick Service Restaurant and Food Service Distribution businesses relationship between any such customer, supplier, licensee or business relation of any of the Companies. (a “Prohibited Business”); provided, however, nothing c) Notwithstanding anything in this Section 5.9 shall prohibit or prevent Seller or 5.6 to the contrary, if at any time, in any judicial proceeding, any of its Affiliates from: (i) continuing the restrictions stated in this Section 5.6 are found by a final order of a court of competent jurisdiction to conduct any business it is currently conducting be unreasonable or otherwise unenforceable under circumstances then existing, the Shareholders and the Purchaser agree that is not part the period, scope or geographical area, as the case may be, shall be reduced to the extent necessary to enable the court to enforce the restrictions to the extent such provisions are allowable under law, giving effect to the agreement and intent of the Business and which would constitute a Prohibited Business, provided parties that revenues attributed the restrictions contained herein shall be effective to such business shall not the fullest extent permissible. The Shareholders agree that the restrictions contained in any twelve month period exceed Fifteen Million Dollars ($15,000,000); (ii) selling boxboard used to make the Products or used to make any other items to any Person, including competitors of the Business; (iii) owning or acquiring up to an aggregate of 10% of the ownership interest of any entity engaged in any Prohibited Business or making passive investments in the ordinary course of business in investment funds that make investments in entities engaged in any Prohibited Business, provided that, in either case, none of such Persons is active in the management or governance of such entity; or (iv) owning or operating any Prohibited Business if such Prohibited Business was acquired as a result of a merger or other acquisition; provided, (x) the revenue generated by any Prohibited Business of such acquired entity or business for the preceding fiscal year do not account for more than 25% of the total revenues of such entity or business for such period; and (y) no later than 12 months after such acquisition, the applicable acquiring Person shall have entered into an agreement providing for a divestiture of any Prohibited Business so acquired, so that following the closing of such divestiture the activities of the entity or business so acquired will once again be in compliance with this Section 5.95.6 are reasonable in all respects.

Non-Competition. For (a) The Executive understands and recognizes that his services to the Purchaser are special and unique and agrees that, for a period of two six years from the date hereof (2) years after the Closing"Term"), neither Seller nor he shall not in any of its Affiliates shallmanner, directly or indirectly, on behalf of himself or any person, firm, partnership, joint venture, corporation or other business entity ("Person"), enter into or engage in any business in North America which is competitive with respect the Purchaser's business (including, without limitation, businesses that relate to manufacturing the manufacturing, merchandising, sourcing, marketing or selling any products which are distribution of tailored clothing sportswear, shirts, neckwear, topcoats or casual slacks), as it is currently or hereafter carried on or contemplated to be carried on by Purchaser, either as an individual for his own account, or as a partner, joint venturer, executive, agent, consultant, salesperson, officer, director or shareholder of a Person operating or intending to operate within the same as any of area that the Products as in existence on the date hereof through and including the Closing Date in sales to customers in the Quick Service Restaurant and Food Service Distribution businesses Purchaser is conducting its business (a “Prohibited Business”collectively, "Restricted Businesses"); provided, however, that nothing herein will preclude Executive from holding one percent (1%) or less of the stock of any publicly traded company. (b) In the event that Executive breaches any provisions of this Section 5 or there is a threatened breach, then, in addition to any other rights which the Purchaser may have, the Purchaser shall be entitled, without the posting of a bond or other security, to injunctive relief to enforce the restrictions contained herein. In the event that a proceeding is brought in equity to enforce the provisions of this Section 5, the Executive shall not urge as a defense that there is an adequate remedy at law, nor shall the Purchaser be prevented from seeking any other remedies which may be available. (c) Nothwithstanding anything to the contrary contained in this Section 5.9 shall prohibit or prevent Seller or any of its Affiliates from: (i) continuing to conduct any business it is currently conducting that is not part of the Business and which would constitute a Prohibited Business, provided that revenues attributed to such business shall not in any twelve month period exceed Fifteen Million Dollars ($15,000,000); (ii) selling boxboard used to make the Products or used to make any other items to any Person, including competitors of the Business; (iii) owning or acquiring up to an aggregate of 10% of the ownership interest of any entity engaged in any Prohibited Business or making passive investments in the ordinary course of business in investment funds that make investments in entities engaged in any Prohibited Business, provided that, in either case, none of such Persons is active in the management or governance of such entity; or (iv) owning or operating any Prohibited Business if such Prohibited Business was acquired as a result of a merger or other acquisition; provided, (x) the revenue generated by any Prohibited Business of such acquired entity or business for the preceding fiscal year do not account for more than 25% of the total revenues of such entity or business for such period; and (y) no later than 12 months after such acquisition5, the applicable acquiring Person shall have entered into an agreement providing for a divestiture of any Prohibited Business so acquired, so that following the closing of such divestiture the activities of the entity or business so acquired will once again be in compliance with Executive's obligations under this Section 5.95 shall terminate if Executive resigns for Good Reason (as defined in Section 8(a)(iv)).

Non-Competition. For In consideration of the premises contained herein, the Executive agrees that for the period commencing with the first day of the Employment Period and ending with the date that is 18 months after the date on which the Executive terminates employment with the Company (or with Parent or any subsidiary thereof) or, if later, the last date for which the Executive receives continued payments of Base Salary after termination of employment pursuant to Section 4 (the "Term"), he shall not, without the prior written consent of the Board: (1) directly or indirectly (through an affiliate or associate of the Executive (each, an "Affiliate"), or otherwise) or by action in concert with others, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as a principal, agent, representative, consultant, investor, owner, partner, manager, joint venturer or otherwise with, or permit his name to be used by or in connection with, any business, enterprise or other entity engaged anywhere in the United States, Canada, Mexico or the United Kingdom in competition with any business or operations of the Company or any member of the Controlled Group for which the Executive has any Confidential Information, including but not limited to (A) electronic pre-press services (including, but not limited to, image capture, image retouching, page composition proofing or any manufacturing process designed to prepare images for printing) or (B) the business of retail inserts, advertising circulars or newspaper printing; PROVIDED, HOWEVER, that nothing contained in this paragraph shall prohibit the Executive from having passive investments of less that 5% of the outstanding equity securities in any entity listed for trading on a national stock exchange or quoted on any automated quotation system; PROVIDED, FURTHER, HOWEVER, that the foregoing shall not prohibit the Executive from (I) engaging in competition with a business or operation of the Controlled Group which represents less than 5% of the Controlled Group's consolidated net revenue during the 12-month period ending on the Controlled Group's most recently completed fiscal quarter prior to the Executive engaging in such business (the "Period") (other than those businesses and operations enumerated in clauses (A) and (B) above), or (II) engaging in competition with a business or operation of two the Company which represents less than 15% of the Company's net revenue during the Period (other than those businesses and operations enumerated in clauses (A) and (B) above), if, in each case, the Executive has not had active personal involvement in such business or operation of the Controlled Group or the Company, as the case may be, at any time during the Period or thereafter; (2) years after the Closing, neither Seller nor any of its Affiliates shall, directly or indirectly, engage indirectly (through an Affiliate or otherwise) hire or seek to otherwise employ in any business in North America with respect to manufacturing capacity, as employee, consultant, agent or selling otherwise any products which are the same as individual who is an employee of any member of the Products as in existence Controlled Group on the date hereof through and including of this Agreement or the Closing Date in sales to customers in date on which the Quick Service Restaurant and Food Service Distribution businesses (a “Prohibited Business”); provided, however, nothing in this Section 5.9 shall prohibit or prevent Seller or any of its Affiliates from: (i) continuing to conduct any business it individual is currently conducting that is not part of solicited for employment by the Business and which would constitute a Prohibited Business, provided that revenues attributed to such business shall not in any twelve month period exceed Fifteen Million Dollars ($15,000,000); (ii) selling boxboard used to make the Products or used to make any other items to any Person, including competitors of the Business; (iii) owning or acquiring up to an aggregate of 10% of the ownership interest of any entity engaged in any Prohibited Business or making passive investments in the ordinary course of business in investment funds that make investments in entities engaged in any Prohibited Business, provided that, in either case, none of such Persons is active in the management or governance of such entityExecutive; or (iv3) owning directly or operating any Prohibited Business if such Prohibited Business was acquired indirectly (through an Affiliate or otherwise) acquire, manage, operate, join, control, finance, or participate in the acquisition, management, operation, control or financing of, or be connected as a result principal, agent, representative, consultant, investor, owner, partner, manager, joint venturer or otherwise with, any Person with whom any member of the Controlled Group at any time during the Term contemplated a merger or other acquisition; providedsimilar relationship, (x) if the revenue generated by Executive was at any Prohibited Business time during the Term aware of such acquired entity or business for contemplated relationship. In addition, the preceding fiscal year do not account for more than 25% Executive shall not, without the prior written consent of the total revenues of such entity Board, directly or business for such period; and indirectly (y) no later than 12 months after such acquisitionthrough an Affiliate or otherwise), enter into any contract, agreement or arrangement, whether oral or written, with the applicable acquiring Person shall have entered into an agreement providing for a divestiture of any Prohibited Business so acquired, so that following the closing of such divestiture the activities of the entity or business so acquired will once again be in compliance with this Section 5.9Company.

Non-Competition. For (a) As an inducement for Purchaser to consummate the transactions set forth in this Agreement, Sellers (and their respective Affiliates) agree that, for a period of two five (25) years after following the ClosingClosing Date, neither Seller nor any of its Affiliates shallthey shall not, directly or indirectly, engage or invest in, own, manage, join, operate, finance, control, or participate in the ownership, management, operation, financing or control of, or loan any money to, or have any financial interest in, or acquire any right to share in the profits of, be employed by, associated with, or in any manner connected with, lend their name or credit to, or render services or advice to, any business or Person whose products, services or activities compete, in North America whole or in part, or in any way interfere, with respect to manufacturing the Business or selling any products which are the same as any of Subsidiaries anywhere within the Products as in existence on the date hereof through and including the Closing Date in sales to customers in the Quick Service Restaurant and Food Service Distribution businesses (a “Prohibited Business”)world; provided, however, nothing Sellers may purchase or otherwise acquire, in the aggregate, up to five percent (5%) of the outstanding voting shares of any publicly held company (but without otherwise participating in the business activities of such company) without otherwise violating the provisions of this Section 5.9 8.8. (b) Notwithstanding the foregoing, neither Seller shall prohibit or prevent Seller or any be in violation of Section 8.8(a) hereof as a result of its Affiliates from: (or its Affiliate’s) acquisition of all or substantially all of the capital stock or assets of any Person which derives any revenue from a business that competes with the Business (an “After Acquired Business”), if, in the case of such an acquisition (i) continuing to conduct any business it is currently conducting that is not part more than the lesser of: (A) ten percent (10%) of the Business and which would constitute a Prohibited Business, provided that revenues attributed to such business shall not in any twelve month period exceed Fifteen revenue or (B) Ten Million Dollars ($15,000,00010,000,000) of revenue, of such After Acquired Business during its most recent fiscal year is derived from a business which competes with the Business (the “Restricted Business”); , and (ii) selling boxboard used within one year after the acquisition of the After Acquired Business, the applicable Seller (or its Affiliate, as applicable) disposes of or ceases the operations of the Restricted Business. (c) Sellers acknowledge that the provisions of this Section 8.8 and the period of time, scope and type of restrictions on Sellers’ activities set forth herein are reasonable and necessary for the protection of Purchaser, which is paying substantial monies and other benefits to make Sellers, and are an essential inducement to Purchaser’s entering into and performing this Agreement and the Products Transaction Documents to which Purchaser is party. If any covenant contained in this Section 8.8 shall be determined by any Governmental Body to be invalid or used to make unenforceable by reason of its extending for too great a period of time or by reason of its being too extensive in any other items to any Person, including competitors of the Business; (iii) owning or acquiring up to an aggregate of 10% of the ownership interest of any entity engaged in any Prohibited Business or making passive investments in the ordinary course of business in investment funds that make investments in entities engaged in any Prohibited Business, provided that, in either case, none of such Persons is active in the management or governance of such entity; or (iv) owning or operating any Prohibited Business if such Prohibited Business was acquired as a result of a merger or other acquisition; providedrespect, (x) such covenant shall be interpreted to extend over the revenue generated maximum period of time for which it may be enforceable and/or to the maximum extent in all other respects as to which it may be enforceable, all as determined by any Prohibited Business of such acquired entity or business for the preceding fiscal year do not account for more than 25% of the total revenues of Governmental Body making such entity or business for such period; determination, and (y) no later than 12 months after in its reduced form, such acquisitioncovenant shall then be enforceable, but such reduced form of covenant shall only apply with respect to the operation of such covenant in the particular jurisdiction in or for which such adjudication is made. It is the intention of the parties hereto that the provisions of this Section 8.8 shall be enforceable to the maximum extent permitted by applicable Law. (d) Sellers acknowledge that any breach or threatened breach of the covenants contained in this Section 8.8 will likely cause Purchaser material and irreparable damage, the exact amount of which will be difficult to ascertain, and that the remedies at Law for any such breach will likely be inadequate. Accordingly, to the extent permitted by applicable acquiring Person shall have entered into an agreement providing for a divestiture Law, Purchaser shall, in addition to all other available rights and remedies (including, but not limited to, seeking such Damages as it can show it has sustained by reason of such breach), be entitled to seek specific performance and injunctive relief in respect of any Prohibited Business so acquiredbreach or threatened breach of this covenant, so that following without being required to post bond or other security and without having to prove the closing of such divestiture the activities inadequacy of the entity or business so acquired will once again be in compliance with this Section 5.9available remedies at Law.

Non-Competition. For a The Stockholder agrees that (a) for the period of commencing at the Closing and expiring on the date that is two (2) years after the Closingfirst date on which the Stockholder's Voting Percentage is less than 10%, neither Seller the Stockholder nor any of its controlled Affiliates shall, either directly or indirectly, alone or with others, engage in any business (i) providing wireless telecommunications services through a facilities based network in North America the Territory, (ii) hold licenses from the FCC related to or necessary to provide such services, (iii) act as a reseller, dealer or distributor in the Territory of such services, or (iv) act as a mobile virtual network operator in the Territory, and (b) for the period commencing at the Closing and expiring on the first anniversary of the termination of the Trademark License in accordance with respect to manufacturing its terms, manufacture, market or selling distribute any products which are or services under, or use in any way, the same as trademark T‑MOBILE in connection with any of the Products as activities described in existence on clauses (a)(i), (ii), (iii) or (iv), other than by the date hereof through Company and including its Affiliates in accordance with the Closing Date in sales to customers in terms of the Quick Service Restaurant Trademark License (each of (a) and Food Service Distribution businesses (b), a “Prohibited Competing Business”); provided. The Stockholder further agrees that, howeverduring the applicable period set forth in clause (a) or (b), nothing it will not own an interest in this Section 5.9 shall prohibit (whether as a stockholder, member or prevent Seller or partner, but in each case excluding any of its Affiliates from: (i) continuing to conduct any business it is currently conducting that is such interest not part of the Business and which would constitute a Prohibited Business, provided that revenues attributed to such business shall not in any twelve month period exceed Fifteen Million Dollars ($15,000,000); (ii) selling boxboard used to make the Products or used to make any other items to any Person, including competitors of the Business; (iii) owning or acquiring up to an aggregate of exceeding 10% of any class of security), or manage, operate, or control, or act as or have the right to appoint a director of, any Person engaged in a Competing Business (other than the Company and its Subsidiaries) (it being understood that no ownership interest permitted by this sentence shall be considered to be a breach of any entity engaged in any Prohibited Business or making passive investments in other part of this Section 6.1). For the ordinary course avoidance of business in investment funds that make investments in entities engaged in any Prohibited Businessdoubt, provided that, in either case, none of such Persons is active in the management or governance of such entity; or (iv) owning or operating any Prohibited Business if such Prohibited Business was acquired as a result of a merger or other acquisition; provided, neither (x) the revenue generated by any Prohibited Business offering or provision of such acquired entity products or business for services (including software, apps, and “over-the-top” services) on, or the preceding fiscal year do not account for more than 25% conducting of the total revenues of such entity transactions through, mobile or business for such period; and wireless devices or platforms, nor (y) no later than 12 months after such acquisitionthe resale of wireless telecommunications services ancillary to providing information technology outsourcing services shall in any event be deemed to be engaging a Competing Business. If the final judgment of a court of competent jurisdiction declares any term or provision of this Section 6.1 invalid or unenforceable, the applicable acquiring Person parties hereto agree that the court making the determination of invalidity or unenforceability shall have entered into an agreement providing for the power to and shall reform this Section 6.1 to reduce the time, geographic area and/or scope of activity, to delete specific words or phrases, and/or to replace any invalid or unenforceable term or provision with a divestiture of any Prohibited Business so acquired, so term or provision that following is valid and enforceable and that comes closest to expressing the closing of such divestiture the activities intention of the entity invalid or business unenforceable term or provision, and this Agreement shall be enforceable as so acquired will once again be in compliance with this Section 5.9modified.

Non-Competition. (a) For a period of two five (25) years after following the ClosingClosing Date, neither Seller nor shall not, and shall cause each of its Affiliates not to, engage in the business of selling any life insurance or annuities within the United States (“Competing Business”) through any Producer or otherwise. (b) Following the Closing Date, Seller shall not, and shall cause each of its Affiliates to not (i) initiate, promote or establish any program for the substitution, surrender, exchange, termination or systematic replacement of all or any portion of the coverage provided by any Insurance Contract with an insurance policy, annuity contract or coverage written or sold by Seller or any of its Affiliates shallAffiliates, directly (ii) induce or indirectlyprovide any incentive (financial or otherwise) to any Producer to terminate its relationship with either Company, engage in (iii) induce or provide any business in North America with respect incentive (financial or otherwise) to manufacturing any Producer to target or selling solicit, or cause to be targeted or solicited (on a systematic basis or otherwise) any products which are the same as holder of an Insurance Contract to replace all or any portion of the Products as in existence on the date hereof through and including the Closing Date in sales to customers in the Quick Service Restaurant and Food Service Distribution businesses (a “Prohibited Business”); providedcoverage provided by such Insurance Contract with an insurance policy, however, nothing in this Section 5.9 shall prohibit annuity contract or prevent coverage written or sold by Seller or any of its Affiliates fromor any other Person or (iv) use the list of holders of Insurance Contracts or information related to pricing or forms of such policies and contracts or similar proprietary information of the Companies for any purpose without Buyer's prior written consent. (c) Notwithstanding anything to the contrary set forth in Section 5.11(a), and without implication that the following activities otherwise would be subject to the provisions of this Section 5.11, nothing in Section 5.11(a) shall preclude, prohibit or restrict Seller or any of its Affiliates from engaging, or require Seller to cause any of its Affiliates not to engage, in any manner in any of the following: (i) continuing to conduct any business it is currently conducting engaging in the activities that is not part are described in Section 5.11(c) of the Business and which would constitute a Prohibited Business, provided that revenues attributed to such business shall not in any twelve month period exceed Fifteen Million Dollars ($15,000,000)Seller Disclosure Schedule; (ii) selling boxboard used to make the Products or used to make any other items to any Person, including competitors of the Business; (iii) owning or acquiring up to an aggregate of 10% of the ownership interest of any entity engaged in any Prohibited Business or making passive investments in any entity in the ordinary course of business business, including in investment funds that make investments a general or separate account of an insurance company, in entities Persons engaged in any Prohibited a Competing Business; provided, provided that, in either case, none that Seller or such Affiliate of Seller: (A) does not have the right to designate a majority of the members of the board of directors or other governing body of such Persons entity or otherwise to direct the operation or management of any such entity, (B) is active not a participant with any other Person in any group (as such term is used in Regulation 13D of the management or governance Exchange Act) with such right and (C) owns less than ten percent (10%) of the outstanding voting securities (including convertible securities) of such entity; or (iviii) owning acquiring any business, or acquiring, merging or combining with any Person (an “Acquired Business”), where the Acquired Business derived more than ten percent (10%) of its net operating any Prohibited Business if such Prohibited Business was acquired as revenue on a result of consolidated basis for the most recent fiscal year from a merger or other acquisitionCompeting Business; provided, (x) the revenue generated by any Prohibited Business of such acquired entity or business for the preceding fiscal that within one year do not account for more than 25% of the total revenues of such entity or business for such period; and (y) no later than 12 months after such acquisition, the applicable acquiring Person merger or combination, either (A) Seller or such Affiliate of Seller shall have entered into an agreement providing for a divestiture disposed of any Prohibited Business so acquired, so that following the closing relevant portion of such divestiture Acquired Business that engages in the activities Competing Business or (B) Seller or such Affiliate of Seller shall have modified the entity or business so acquired Acquired Business such that the Acquired Business will once again be in compliance with this Section 5.9thereafter derive less than ten percent (10%) of its net operating revenue on a consolidated basis from such Competing Business.

Non-Competition. For In consideration of the issuance of the Restricted Stock Units awarded to the Participant pursuant to this Agreement and the opportunity to earn the shares of Common Stock underlying the Restricted Stock Units, and the mutual covenants and agreements contained herein, the receipt and sufficiency of which are hereby acknowledged, the Participant agrees as follows: The parties understand and agree that the purpose of the restrictions contained in this Section 7 are to protect the goodwill and other legitimate business interests of the Company, and that the Company would not have entered into this Agreement in the absence of such restrictions. Participant acknowledges and agrees that the restrictions contained in this Section 7 are reasonable and do not, and will not, unduly impair Participant’s ability to earn a living after the Participant’s separation of employment from the Company for any reason. Participant understands that the Company is a global company and engages in business throughout the United States and across the world. The provisions of this Section 7 shall survive the expiration or sooner termination of this Agreement. (a) Except as provided in Section 7(d) below, Participant agrees that, during the term of Participant’s employment with the Company and for a period of two eighteen (218) years after months following separation of Participant’s employment with the ClosingCompany (such period, neither Seller nor any of its Affiliates shallthe “Restricted Period”), including termination by the Company for cause or without cause, Participant will not, directly or indirectly, engage own any interest in, develop, manage, control, participate in, consult, render services, organize, or in any business manner engage (whether as an officer, director, employee, independent contractor, partner, member, joint venturer, agent, representative, or otherwise, but in North America with respect each instance, in a role similar to manufacturing or selling any products which are the same as as, or with any of the Products as same or similar duties and responsibilities as, any position or services held or rendered by Participant on behalf of Company during Participant’s employment with the Company) in existence on any activity or enterprise providing three dimensional (“3D”) or additive manufacturing content-to-print solutions, including 3D printers, print materials, on-demand custom parts services and 3D authoring solutions for professionals and consumers (the date hereof through and including the Closing Date in sales to customers “Business of Company”) anywhere in the Quick Service Restaurant United States. The Company and Food Service Distribution businesses the Participant each intends that the covenants of this Section 7(a) shall be deemed to be a series of separate covenants, one for each county or province of each and every state, and one for each month of the time periods covered by such covenants. (a “Prohibited Business”); providedb) If, however, nothing during the enforcement of any or all of the covenants and provisions set forth in this Section 5.9 7, any court of competent jurisdiction or arbitrator enters a final judgment that declares that the duration, scope, or area restrictions stated herein are unreasonable under circumstances then existing, are invalid, or are otherwise unenforceable, then the parties hereto agree that the maximum enforceable duration, scope, or area reasonable under such circumstances shall prohibit be substituted for the stated duration, scope, or prevent Seller area, and that the court or arbitrator making the determination of invalidity or unenforceability shall have the power to revise the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes the closest to expressing the intention of its Affiliates from:the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified to cover the maximum duration, scope, or area permitted by Law. (c) Participant agrees that in the event a court of competent jurisdiction or arbitrator declares that there has been a breach by Participant of this Section 7, the term of any such covenant so breached shall be automatically extended for the period of time of the violation from the date on which such breach ceases or from the date of the entry by an arbitrator or court of competent jurisdiction of a final non-appealable order enforcing such covenant, whichever is later. (d) Notwithstanding the terms of this Section 7 the Participant shall not be prohibited from (i) continuing to conduct any business it is currently conducting that is being a beneficial owner of not part more than five percent (5%) of the Business outstanding stock of any class of person which is publicly traded and which would constitute a Prohibited Businessenterprise is competitive with the Business of the Company, provided that revenues attributed to so long as Participant has no active participation in the business of such business shall not in any twelve month period exceed Fifteen Million Dollars ($15,000,000); person or (ii) selling boxboard used to make the Products serving as a director or used to make any other items advisor to any Person, including competitors non-profit organization or governmental entity. (e) The Participant acknowledges and agrees that the Company and its direct and indirect subsidiaries are expressly intended to be third-party beneficiaries of the Business; (iii) owning or acquiring up to an aggregate provisions of 10% this Agreement and that any assignees of the ownership interest Company that are permitted by this Agreement are authorized to enforce the provisions of any entity engaged in any Prohibited Business or making passive investments in the ordinary course of business in investment funds that make investments in entities engaged in any Prohibited Business, provided that, in either case, none of such Persons is active in the management or governance of such entity; or (iv) owning or operating any Prohibited Business if such Prohibited Business was acquired as a result of a merger or other acquisition; provided, (x) the revenue generated by any Prohibited Business of such acquired entity or business for the preceding fiscal year do not account for more than 25% of the total revenues of such entity or business for such period; and (y) no later than 12 months after such acquisition, the applicable acquiring Person shall have entered into an agreement providing for a divestiture of any Prohibited Business so acquired, so that following the closing of such divestiture the activities of the entity or business so acquired will once again be in compliance with this Section 5.9Agreement.

Non-Competition. For a period (a) Except as contemplated by the Transaction Agreements, from the Closing until the second anniversary of two (2) years after the Closing, neither Seller nor any of its Affiliates shall, directly or indirectly, engage in any business in North America with respect to manufacturing or selling any products which are the same as any of the Products as in existence on the date hereof through and including the Closing Date in sales to customers in (the Quick Service Restaurant “Non-Compete Period”), Parent agrees not to, and Food Service Distribution businesses shall cause each Person (a “Prohibited BusinessRestricted Person”)) that is a Controlled Affiliate of Parent not to, engage, as a principal or jointly with others, in the Competing Business in the United States; provided, however, that Parent and its Controlled Affiliates shall continue to administer certain policies pursuant to the Reinsurance Administrative Services Agreement, dated as of June 1, 2011, by and between Balboa Insurance Company, Meritplan Insurance Company, Newport Insurance Company and QBE Insurance Corporation. Parent shall not have any obligation under this Section 5.10 with respect to any Restricted Person from and after such time as such Restricted Person ceases to be a Controlled Affiliate of Parent. A Restricted Person shall not include any Person that purchases or receives assets, operations or a business from Parent or one of its Subsidiaries, if such Person is not a Controlled Affiliate of Parent after such transaction is consummated. (b) Notwithstanding anything to the contrary set forth in Section 5.10(a), and without implication that the following activities otherwise would be subject to the provisions of this Section 5.10, nothing in this Section 5.9 Agreement shall preclude, prohibit or prevent Seller restrict Parent from engaging, or require Parent to cause any Restricted Person not to engage, in any manner in any of its Affiliates fromthe following: (i) continuing to conduct any business it is currently conducting that is not part of the Business and which would constitute a Prohibited Business, provided that revenues attributed to such business shall not in any twelve month period exceed Fifteen Million Dollars ($15,000,000); (ii) selling boxboard used to make the Products or used to make any other items to any Person, including competitors of the Business; (iii) owning or acquiring up to an aggregate of 10% of the ownership interest of any entity engaged in any Prohibited Business or making passive investments in the ordinary course of business, including in a general or separate account of an insurance company, in Persons engaging in a Competing Business, provided that each such investment is a passive investment where Parent or such Restricted Person: (A) does not have the right to designate a majority of the members of the board of directors or other governing body of such entity or to otherwise influence or direct the operation or management of any such entity, (B) is not a participant with any other Person in any group (as such term is used in Regulation 13D of the Securities Exchange Act of 1934) with such intention or right, and (C) owns less than fifteen percent (15%) of the outstanding voting securities (including convertible securities) of such entity; (ii) making investments in the Acquiror or its Affiliates; (iii) selling any of its assets or businesses to a Person engaged in lines of business in that compete with the Competing Business; (iv) managing or controlling investment funds that make investments in entities engaged Persons engaging in any Prohibited a Competing Business, provided that, in either case, none of so long as such Persons is active investments are in the ordinary course of business; (v) providing investment management or governance of such entityand similar services to any Person; (vi) providing reinsurance; or (ivvii) owning acquiring, merging or operating combining with any Prohibited Business if business that would otherwise violate this Section 5.10 that is acquired from any Person after the Closing Date (an “After-Acquired Business”); provided that either (A) at the time of such Prohibited Business was acquired as a result of a acquisition, merger or other acquisition; providedcombination, the revenues derived from the Competing Business by the After-Acquired Business (xthe “Competing After-Acquired Revenues”) constitute no more than fifteen percent (15%) of the revenue generated by any Prohibited gross revenues of the After-Acquired Business in the most recently completed fiscal year immediately prior to the date of such acquired entity acquisition, merger or business for combination (the preceding fiscal year do not account for “Aggregate After-Acquired Revenues”), or (B) if at the time of such acquisition, merger or combination, the Competing After-Acquired Revenues constitute more than 25% fifteen percent (15%) of the total revenues of such entity or business for such period; and Aggregate After-Acquired Revenues then, within twelve (y12) no later than 12 months after such acquisition, merger or combination, (x) Parent or such Restricted Person signs a definitive agreement to dispose, and subsequently disposes of, the applicable acquiring Person shall have entered into an agreement providing for a divestiture relevant portion of any Prohibited Business so acquired, so that following the closing business or securities of such divestiture After-Acquired Business, (y) Parent or such Restricted Person otherwise modifies the activities After-Acquired Business such that the Competing After-Acquired Revenues constitute not more than fifteen percent (15%) of the entity Aggregate After-Acquired Revenues or (z) the business so acquired will once again be in compliance of such After-Acquired Business otherwise complies with this Section 5.95.10. (c) Notwithstanding anything herein to the contrary, no provision of this Agreement shall prohibit Parent or any Restricted Person from engaging in any activities set forth in Schedule 5.10(c).

Non-Competition. (a) For a period of two (2) years after 24 months following the ClosingClosing Date, neither Seller nor any shall not, and shall cause each of its Affiliates shallnot to, directly or indirectly, (i) engage in the business of selling any business life insurance or annuities within the United States through any MBA Group (“Competing Business”), (ii) induce any MBA Group or other Producer to terminate its relationship with the Company, (iii) induce any MBA Group or other Producer, or solicit any holder of an insurance or annuity policy or contract included in North America the Company Business, to replace, terminate or lapse any insurance or annuity policy or contract included in the Company Business or (iv) enter into any plan, program, scheme or course of action to market, endorse, encourage, suggest, institute, promote, or target, through mass mailings, sales campaigns or programs, promotions, sales incentives or by any other concerted means, any full or partial surrender, exchange, replacement or termination with respect to manufacturing any insurance or selling annuity policy or contract included in the Company Business. (b) Notwithstanding anything to the contrary set forth in Section 5.10(a), and without implication that the following activities otherwise would be subject to the provisions of this Section 5.10, nothing in this Agreement shall preclude, prohibit or restrict Seller from engaging, or require Seller to cause any products which are the same as of its Affiliates not to engage, in any manner in any of the Products as in existence on the date hereof through and including the Closing Date in sales to customers following: (i) engaging in the Quick Service Restaurant activities that are described in Section 5.10(b) of the Seller Disclosure Schedule or that are permitted pursuant to any of the Transaction Agreements; (ii) making investments in the ordinary course of business, including in a general or separate account of an insurance company, in Persons engaged in a Competing Business; provided, that Seller or such Affiliate of Seller: (A) does not have the right to designate a majority of the members of the board of directors or other governing body of such entity or otherwise to direct the operation or management of any such entity; (B) is not a participant with any other Person in any group (as such term is used in Regulation 13D of the Securities Exchange Act of 1934, as amended) with such right; and Food Service Distribution (C) owns less than 10% of the outstanding voting securities (including convertible securities) of such entity, excluding any investment held in a general account or separate account of any insurance company or in any portfolio managed for or on behalf of a third party; (iii) selling any of its assets or businesses to a Person engaged in a Competing Business or any business that competes with a Competing Business; or (a iv) acquiring any assets, or acquiring, merging or combining with any Person that would cause Seller or any of its Affiliates (as then constituted) to be engaged in Competing Business (“Prohibited After-Acquired Business”); provided, howeverthat either (A) at the time of such acquisition, nothing in this Section 5.9 shall prohibit merger or prevent Seller or any of its Affiliates from: combination, the revenues derived from the Competing Business by the After-Acquired Business (ithe “Competing After-Acquired Revenues”) continuing to conduct any business it is currently conducting that is not part of the Business and which would constitute a Prohibited Business, provided that revenues attributed to such business shall not in any twelve month period exceed Fifteen Million Dollars ($15,000,000); (ii) selling boxboard used to make the Products or used to make any other items to any Person, including competitors of the Business; (iii) owning or acquiring up to an aggregate of 10no more than 20% of the ownership interest gross revenues of any entity engaged in any Prohibited the After-Acquired Business (for the avoidance of doubt, including the revenues of all Persons directly or making passive investments in the ordinary course of business in investment funds that make investments in entities engaged in any Prohibited Business, provided that, in either case, none of such Persons is active in the management or governance of such entity; or (iv) owning or operating any Prohibited Business if such Prohibited Business was indirectly acquired as a result of a such acquisition, merger or other acquisition; provided, (xcombination) in the revenue generated by any Prohibited Business most recently completed fiscal year immediately prior to the date of such acquired entity acquisition, merger or business for combination (the preceding fiscal year do not account for “Aggregate After-Acquired Revenues”), or (B) if at the time of such acquisition, merger or combination, the Competing After-Acquired Revenues constitute more than 2520% of the total revenues of such entity or business for such period; and (y) no later than 12 months Aggregate After-Acquired Revenues then, within one year after such acquisition, merger or combination, (i) Seller or such Affiliate of Seller signs a definitive agreement to dispose, and subsequently disposes of, the applicable acquiring Person shall have entered into an agreement providing for a divestiture relevant portion of any Prohibited Business so acquired, so that following the closing business or securities of such divestiture After-Acquired Business or (ii) Seller or such Affiliate of Seller otherwise modifies the activities After-Acquired Business such that the Competing After-Acquired Revenues constitute not more than 20% of the entity or business so acquired will once again be in compliance with this Section 5.9Aggregate After-Acquired Revenues.

Non-Competition. For a period Until the [***] anniversary of two (2) years after the ClosingClosing Date, neither Seller nor will not build for itself or for any of its Affiliates, and it will cause its Affiliates shallnot to build for Seller or any Affiliate of Seller, directly or indirectlywithout the prior written consent of Purchaser, engage in any business in North America with respect to manufacturing or selling any products which are DNA-encoding libraries (the same as any of the Products as in existence on the date hereof through and including the Closing Date in sales to customers in the Quick Service Restaurant and Food Service Distribution businesses (a “Prohibited Restricted Business”); provided. Notwithstanding the foregoing, however, nothing in it will not be deemed to be a violation of this Section 5.9 shall prohibit or prevent 6.8 (Non-Competition) for Seller or any of its Affiliates from: Affiliates: (i) continuing to conduct invest in any business it third Person which invests in, manages or operates a Restricted Business, so long as Seller’s and its Affiliates’ aggregate investment is currently conducting that is not part less than [***] % of the Business and which would constitute a Prohibited Businessoutstanding ownership interest in such third Person, provided that revenues attributed to such business shall not in any twelve month period exceed Fifteen Million Dollars ($15,000,000); (ii) selling boxboard used enter into an arms-length Contract-based relationship with any third Person that invests in, manages or operates a Restricted Business; provided, that such Contract does not provide Seller or its Affiliates with the right or obligation to make direct or cause the Products direction of the management and policies of, or used to make any other items to any otherwise control, such third Person, including competitors of the Business; (iii) owning to be acquired by any Person or acquiring up to an aggregate of 10% of the ownership interest of any entity business engaged in any Prohibited Business or making passive investments in the ordinary course of business in investment funds that make investments in entities engaged in any Prohibited a Restricted Business, provided that, in either case, none of such Persons is active in the management or governance of such entity; or (iv) owning to acquire any Person or operating any Prohibited business engaged in a Restricted Business if (A) the principal purpose of such Prohibited Business was acquired as a result of a merger or other acquisition; providedacquisition is not to engage in the Restricted Business, (xB) the revenue generated by any Prohibited acquired Person or business is not primarily engaged in the Restricted Business and (C) (1) revenues of such acquired entity Person or business for the twelve-month period immediately preceding fiscal year do not account for more than 25% of the total revenues date of such entity acquisition derived from the Restricted Business was less than $[***] or business for (2) Seller or the relevant Affiliate either ceases conducting such period; and (y) no later than 12 Restricted Business or enters into a definitive agreement to divest such Restricted Business within twelve months after such acquisition, the applicable acquiring Person shall have entered into an agreement providing for a divestiture of any Prohibited Business so acquired, so that following the closing of such divestiture the activities of the entity or business so acquired will once again be in compliance with this Section 5.9acquisition thereof.

Non-Competition. For a period Lessee acknowledges that upon and after any termination of two this Lease, any competition by any member of the Leasing Group with any subsequent owner or subsequent lessee ofthe Leased Property (2the "Purchaser") years would cause irreparable harm to Lessor and any such Purchaser. To induce Lessor to enter into this Lease, Lessee agrees that, from and after the Closingdate hereofand thereafter until (a) in the case ofthe expiration ofthe Initial Term or a termination ofthis Lease, neither Seller the ffth (5th) anniversary of the termination hereof or of the expiration of the Initial Term, as applicable, and (b) in the case of an expiration of any of the Extended Terms, the second (?nd) anniversary ofthe expiration ofthe applicable Extended Term, no member ofthe Leasin5 Group nor any of its Affiliates shallPerson holding or controlling, directly or indirectly, any interest in ai-iy member ofthe Leasing Group (collectively, the "Limited Parties")shall be involved in any capacity in or lend any oftheir names to or engage in any business capacity in North America with respect any assisted living facility, center, unit or program (or in any Person engaged in any such activity or any related activity competitive there with) other than (a) those set forth on Schedule I 1..4 anneYed hereto, (b) those activities in which a Meditrust/Emeritus Transaction Affiliate is permitted to manufacturing engage by the provisions ofthe Meditrust/Emeritus Transaction Documents which relate to any such facility, center, unit or selling program and (c) the acquisition of an ownership interest in any products such facility, center, unit or program which are the same as any is part of the Products as a single transaction in existence on the date hereof through and including the Closing Date which an ownership interest in sales to customers in the Quick Service Restaurant and Food Service Distribution businesses at least four (a “Prohibited Business”); 4) other facilities, centers, units or programs (provided, however, nothing in this Section 5.9 shall prohibit or prevent Seller that if such acquisition occurs within the last twelve month period of the Initial Term or any of its Affiliates from: the Extended Terms, Lessee shall have the benefit ofthis clause (ic) continuing to conduct any business it is currently conducting only ifat the time such acquisition occurs Lessee has already (x) exercised in that is not part of the Business and which would constitute a Prohibited Business, provided that revenues attributed to such business shall not in any twelve month period exceed Fifteen Million Dollars ($15,000,000); (ii) selling boxboard used its right under Section 1. i hereof to make extend the Products Term for another Extended Term or used to make any other items to any Person, including competitors of the Business; (iii) owning or acquiring up to an aggregate of 10% of the ownership interest of any entity engaged in any Prohibited Business or making passive investments in the ordinary course of business in investment funds that make investments in entities engaged in any Prohibited Business, provided that, in either case, none of such Persons is active in the management or governance of such entity; or (iv) owning or operating any Prohibited Business if such Prohibited Business was acquired as a result of a merger or other acquisition; provided, (x) the revenue generated by any Prohibited Business of such acquired entity or business for the preceding fiscal year do not account for more than 25% of the total revenues of such entity or business for such period; and (y) no later than 12 months after given a Purchase Option Notice and has waived any right to rescind the same based upon the determination of the Fair Market Value ofthe Leased Property), whether such acquisitioncompetitive activity shall be as an offcer, director, owner, employee, agent, advisor, independent contractor, developer, lxxx.xx, sponsor, venture capitalist, administrator: manaaer, investor, partner, joint venturer, consultant or other participant in anv capacity whatsoever with respect to an assisted living facility, center, unit or program loeated within a five (5) mile radius of the applicable acquiring Person Leased Property. 63 Lessee hereby aclaiowledges and agrees that none ofthe time span, scope or area covered by the foregoing restrictive covenants is or are unreasonable arid 2hat it is th.e specific intent of Lessee that each and all ofthe restrictive covenants set forth. hereinabove shall have entered into an agreement providing be valid and enforceable as specifically set forth herein. Lessee fizrther agrees that these restrictions are special, unique, extraordinary and reasonably necessarv for the protection of Lessor and any Purchaser and that the violation ofany such covenant by any of the Limited Parties would cause irreparable damage to Lessor and any Purchaser for which a divestiture legal remedy alone would not be sufficient to fully protect such parties. Therefore, in addition to and without limiting any other remedies available at law or hereunder, in the event that any of the Limited Parties breaches any of the restrictive covenants hereunder or shall threaten breach of any Prohibited Business so acquired, so that following the closing of such divestiture covenants, then Lessor and any Purchaser shall be entitled to obtain equitable remedies, including specific performance and injunctive relief, to prevent or otherwise restrain a breach ofthis Section 11.5.4 (without the activities necessity ofposting a bond) and to recover any and all costs and expenses (including, without limitation, reasonable attorneys' fees and expenses and court costs) incurred in enforcing the provisions of the entity or business so acquired will once again be in compliance with this Section 5.911.5.

Non-Competition. For a (a) During the period of two (2) years commencing immediately after the ClosingClosing and ending on the third anniversary of the Closing Date (the "Noncompetition Period") (unless only a shorter maximum period is permitted by applicable Law, neither in which case, during such shorter period), the Seller nor any of shall not, and shall cause its Affiliates shall(the Seller together with its Affiliates, the "Restricted Entities") not to, engage, directly or indirectly, engage in any capacity, have any direct or indirect ownership interest in, manage, operate, finance or control any business in North America with respect to manufacturing or selling any products which are the same as any of the Products as in existence on the date hereof through and including the Closing Date in sales to customers anywhere in the Quick Service Restaurant and Food Service Distribution businesses United States which is engaged, either directly or indirectly, in the Restricted Business. (a “Prohibited Business”); provided, however, nothing b) Notwithstanding any provision to the contrary in this Section 5.9 shall prohibit or prevent Seller or 6.12, any of its Affiliates fromRestricted Entity may: (i) continuing to conduct purchase or otherwise acquire by merger, purchase of assets, stock or controlling interest or otherwise, or engage in any similar merger and acquisition activity with, any Person or business it is currently conducting that is not part engages in the Restricted Business and thereafter continue such Person's business, so long as at the time of such acquisition, the revenues derived from that portion of the acquired Person that engages in the Restricted Business and which would constitute a Prohibited Business, provided that less than 15% of the annual gross revenues attributed to such business shall not in any twelve month period exceed Fifteen Million Dollars ($15,000,000)of the acquired Person; (ii) selling boxboard used to make acquire, own or manage for the Products account of third parties through a mutual fund, employee benefit plan, trust account or used to make similar investment pool or vehicle, any other items to class of security of any Person, including competitors Person regardless of whether such Person engages in the BusinessRestricted Business (so long as such investment is solely passive in nature and made only for investment purposes); (iii) owning hold or acquiring up make any equity investment in any Person in which (x) no Restricted Entity has a right to an aggregate designate a majority, or such higher amount constituting a controlling number, of the members of the board of directors (or similar governing body) of such Person, and (y) such Restricted Entity holds not more than 10% of the ownership outstanding voting securities or similar equity interest of any entity engaged in any Prohibited Business or making passive investments in such Person; provided, that no Restricted Entity controls the ordinary course of business in investment funds that make investments in entities engaged in any Prohibited Business, provided that, in either case, none management of such Persons is active in the management or governance of such entityPerson; or (iv) owning for the avoidance of doubt, engage in manufacturing of any kind and any selling, marketing, distributing, supplying, renting, third party billing or operating any Prohibited Business if other business activity in the fields of pain management, wound site management or post-operative surgical treatments. (c) In the event any Affiliate of the Seller ceases to be an Affiliate of the Seller (or any of its successors and assigns), the provisions of this Section 6.12 shall no longer apply to such Prohibited Business was Person. (d) If the Seller is purchased or otherwise acquired as a result by merger, purchase of a merger assets, stock or controlling interest or otherwise, by any Person that is not an Affiliate of the Seller immediately prior to the execution of the definitive agreement relating to such purchase or other acquisition; provided, then (xi) such Person and its Affiliates shall not be deemed Restricted Entities for the purposes of this Section 6.12 and (ii) the revenue generated restrictions set forth in Section 6.12(e) and (f) shall not apply to such Person and its Affiliates. (e) The Seller covenants that, during the Noncompetition Period, the Seller shall not, and it shall cause its current Affiliates not to, directly or indirectly, solicit or entice any clients or customers of the Company to engage in any business relationship which could reasonably be expected to materially harm the Restricted Business. (f) The Seller covenants that, during the period commencing from the Closing Date and ending on the second anniversary of the Closing Date, without the prior written consent of the Buyer (which consent shall not be unreasonably withheld, delayed or conditioned), the Seller shall not, and it shall cause its Affiliates not to, directly or indirectly solicit (other than a solicitation by general advertisement) the employment or engagement of services of, any Prohibited Business person who is or was employed as an employee, contractor or consultant by the Company during such period on a full- or part-time basis. (g) If a court of competent jurisdiction determines that the character, duration or geographical scope of the provisions of this Section 6.12 is unreasonable, it is the intention and the agreement of the parties that such court shall be empowered to reform such provisions, in such jurisdiction to the extent that comes closest to the intentions of the parties with respect to such unreasonable term or provision. The covenants contained in this Section 6.12 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. (h) The Seller acknowledges that the covenants of the Seller set forth in this Section 6.12 are an essential element of this Agreement and that any breach by the Seller of any provision of this Section 6.12 will result in irreparable injury to the Buyer. The Seller acknowledges that in the event of such acquired entity or business for the preceding fiscal year do not account for more than 25% of the total revenues of such entity or business for such period; and (y) no later than 12 months after such acquisitiona breach, in addition to all other remedies available at law, the applicable acquiring Person Buyer shall have entered into be entitled to equitable relief, including injunctive relief, and an agreement providing for a divestiture equitable accounting of any Prohibited Business so acquiredall earnings, so that following the closing of profits or other benefits arising therefrom, as well as such divestiture the activities of the entity or business so acquired will once again other damages as may be in compliance with this Section 5.9appropriate.

Non-Competition. For A. In the event of the Employee's voluntary withdrawal from GCOR's employment (which is not a Resignation for Good Reason) prior to a change in GCOR's ownership or control in which more than fifty (50) percent of GCOR's outstanding shares of common stock are acquired in one or more transaction(s) by an unaffiliated third party or GCOR's discharge of the Employee for Cause as defined in paragraph 7 of the Employment Agreement to which this Exhibit A is appended prior to a change in GCOR's ownership or control in which more than fifty (50) percent of GCOR's outstanding shares of common stock are acquired in one or more transaction(s) by an unaffiliated third party, until the expiration of a 18-month period commencing on the date of two (2) years after such termination of his employment, the Closing, neither Seller nor any of its Affiliates shall, Employee shall not engage in or compete directly or indirectly, engage in as a principal, on his own account, or as a shareholder in, or be an employee of or consultant to, any business in North America with respect to manufacturing corporation or selling other legal entity, including limited or general partnerships, or carry out any products activities which are competitive with or would be inimical to the same as any technology or business interests of GCOR. The Employee, further, shall not (during the Products as in existence on the date hereof through and including the Closing Date in sales period referred to customers in the Quick Service Restaurant and Food Service Distribution businesses (a “Prohibited Business”); provided, however, nothing in first sentence of this Section 5.9 shall prohibit paragraph A) extend credit or prevent Seller or any lend money for the purpose of its Affiliates from: (i) continuing to conduct any business it is currently conducting that is not part of the Business and which would constitute a Prohibited Business, provided that revenues attributed to such business shall not in any twelve month period exceed Fifteen Million Dollars ($15,000,000); (ii) selling boxboard used to make the Products or used to make any other items to any Person, including competitors of the Business; (iii) owning or acquiring up to an aggregate of 10% of the ownership interest of any entity engaged in any Prohibited Business or making passive investments in the ordinary course of business in investment funds that make investments in entities engaged in any Prohibited Business, provided that, in either case, none of such Persons is active in the management or governance of such entity; or (iv) owning establishing or operating any Prohibited Business if such Prohibited Business was acquired as a result business, nor furnish any information (including the information subject to the restriction in paragraph l above) or give advice, either directly or indirectly, to any such third party, corporation or business entity of any kind. The non-compete restrictions of this paragraph A shall apply, in the case of a merger large corporation conducting business in diverse business fields, only to employment or competition in that unit, division, subsidiary or other acquisition; provided, (x) the revenue generated by any Prohibited Business part of such corporation (or other legal entity) in competition with GCOR. If prior to a change in GCOR's ownership or control in which more than fifty (50) percent of GCOR's outstanding shares of common stock are acquired entity in one or business more transaction(s) by an unaffiliated third party the Employee is involuntarily terminated without Cause or if he terminates his employment due to a Resignation for Good Reason, he will receive Termination Compensation as contemplated by his Employment Agreement unless he becomes employed by a competitor as described above or otherwise violates the terms of this agreement. At that time, all compensation from GCOR (as contemplated by the preceding fiscal year do not account for sentence) ceases. If after a change in GCOR's ownership or control in which more than 25% fifty (50) percent of GCOR's outstanding shares of common stock are acquired in one or more transaction(s) by an unaffiliated third party the Employee is involuntarily terminated without Cause or if he terminates his employment due to a Resignation for Good Reason, he will receive Enhanced Termination Compensation as contemplated by his Employment Agreement. B. It is recognized by GCOR and the Employee that his efforts, and those of his fellow employees are critically important to the overall profitability of GCOR. The future profitability of GCOR is also linked to the continuing services of the total revenues Employee and the covenant of the Employee not to compete with GCOR should he choose to leave the employ of GCOR. C. It is understood and agreed that the present and proposed business of GCOR is becoming increasingly competitive and that there is an ever increasing risk that competing companies may seek to hire the employees of GCOR who are critical to its continued success, not only because of the abilities of such entity or business for such period; and (y) no later than 12 months after such acquisitionemployees, the applicable acquiring Person shall have entered into an agreement providing for a divestiture of any Prohibited Business so acquired, so that following the closing of such divestiture the activities but also because of the entity or business so proprietary knowledge acquired will once again be in compliance with this Section 5.9by such employees while at GCOR.

Non-Competition. For (a) During the Term and for a Twenty-four (24) month period following the date the employment of two (2) years after Employee by the Closing, neither Seller nor Company or any of its Affiliates shallaffiliates has ended (whether or not such employment is pursuant to this Agreement), Employee will not, unless acting pursuant hereto or with the prior written consent of the Board of Directors of the Company, directly or indirectly, engage own, manage, operate, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an officer, director, partner, principal or otherwise with any business or enterprise engaged within any portion of the United States in the internet telephony business or in any other business in North America which the Company was engaged at the date of termination of Employee's employment by the Company or at any time for one year after termination of employment with respect the Company. It is recognized by Employee that the business of the Company and Employee's connection therewith is or will be involved in internet site and internet telephony activity throughout the United States, and that more limited geographical limitations on this non-competition covenant and the non- solicitation covenant set forth in Section 6 hereof are therefore not appropriate. (b) The foregoing restrictions shall not be construed to manufacturing or selling prohibit the ownership by Employee of not more than five percent (5%) of any products class of securities of any corporation which are the same as is engaged in any of the Products as foregoing businesses, provided that such ownership represents a passive investment and that neither Employee nor any group of persons including Employee in existence on the date hereof through and including the Closing Date in sales to customers in the Quick Service Restaurant and Food Service Distribution businesses (a “Prohibited Business”); providedany way, howevereither directly or indirectly, nothing in this Section 5.9 shall prohibit manages or prevent Seller or exercises control of any such corporation, guarantees any of its Affiliates from:financial obligations, otherwise takes any part in its business, other than exercising his rights as a security owner, or seeks to do any of the foregoing. (ic) continuing In the event that Employee is terminated Without Cause by the Company pursuant to conduct any business it is currently conducting that is not part Section 8.4 and Employee desires to be engaged by a company (the "Prospective Employer") in violation of the Business covenants set forth in Section 5(a) above, Employee may request a waiver of Section 5(a) and which would constitute a Prohibited Business, provided that revenues attributed to Section 5(b) above and such business waiver shall not in any twelve month period exceed Fifteen Million Dollars ($15,000,000); (ii) selling boxboard used to make be granted by the Products or used to make any other items to any Person, including competitors of the Business; (iii) owning or acquiring up to an aggregate of 10% of the ownership interest of any entity engaged in any Prohibited Business or making passive investments in the ordinary course of business in investment funds that make investments in entities engaged in any Prohibited Business, provided that, in either case, none of such Persons is active in the management or governance of such entity; or (iv) owning or operating any Prohibited Business if such Prohibited Business was acquired as a result of a merger or other acquisition; provided, (x) the revenue generated by any Prohibited Business of such acquired entity or business for the preceding fiscal year do not account for more than 25% of the total revenues of such entity or business for such period; and (y) no later than 12 months after such acquisition, the applicable acquiring Person shall have entered into an agreement providing for a divestiture of any Prohibited Business so acquired, so that following the closing of such divestiture the activities of the entity or business so acquired will once again be in compliance with this Section 5.9Company.

Non-Competition. For a (a) During the period of two (2) years commencing immediately after the ClosingClosing and ending on the third anniversary of the Closing Date (the “Noncompetition Period”) (unless only a shorter maximum period is permitted by applicable Law, neither in which case, during such shorter period), the Seller nor any of shall not, and shall cause its Affiliates shall(the Seller together with its Affiliates, the “Restricted Entities”) not to, engage, directly or indirectly, engage in any capacity, have any direct or indirect ownership interest in, manage, operate, finance or control any business in North America with respect to manufacturing or selling any products which are the same as any of the Products as in existence on the date hereof through and including the Closing Date in sales to customers anywhere in the Quick Service Restaurant and Food Service Distribution businesses United States which is engaged, either directly or indirectly, in the Restricted Business. (a “Prohibited Business”); provided, however, nothing b) Notwithstanding any provision to the contrary in this Section 5.9 shall prohibit or prevent Seller or 6.12, any of its Affiliates fromRestricted Entity may: (i) continuing to conduct purchase or otherwise acquire by merger, purchase of assets, stock or controlling interest or otherwise, or engage in any similar merger and acquisition activity with, any Person or business it is currently conducting that is not part engages in the Restricted Business and thereafter continue such Person’s business, so long as at the time of such acquisition, the revenues derived from that portion of the acquired Person that engages in the Restricted Business and which would constitute a Prohibited Business, provided that less than 15% of the annual gross revenues attributed to such business shall not in any twelve month period exceed Fifteen Million Dollars ($15,000,000)of the acquired Person; (ii) selling boxboard used to make acquire, own or manage for the Products account of third parties through a mutual fund, employee benefit plan, trust account or used to make similar investment pool or vehicle, any other items to class of security of any Person, including competitors Person regardless of whether such Person engages in the BusinessRestricted Business (so long as such investment is solely passive in nature and made only for investment purposes); (iii) owning hold or acquiring up make any equity investment in any Person in which (x) no Restricted Entity has a right to an aggregate designate a majority, or such higher amount constituting a controlling number, of the members of the board of directors (or similar governing body) of such Person, and (y) such Restricted Entity holds not more than 10% of the ownership outstanding voting securities or similar equity interest of any entity engaged in any Prohibited Business or making passive investments in such Person; provided, that no Restricted Entity controls the ordinary course of business in investment funds that make investments in entities engaged in any Prohibited Business, provided that, in either case, none management of such Persons is active in the management or governance of such entityPerson; or (iv) owning for the avoidance of doubt, engage in manufacturing of any kind and any selling, marketing, distributing, supplying, renting, third party billing or operating any Prohibited Business if other business activity in the fields of pain management, wound site management or post-operative surgical treatments. (c) In the event any Affiliate of the Seller ceases to be an Affiliate of the Seller (or any of its successors and assigns), the provisions of this Section 6.12 shall no longer apply to such Prohibited Business was Person. (d) If the Seller is purchased or otherwise acquired as a result by merger, purchase of a merger assets, stock or controlling interest or otherwise, by any Person that is not an Affiliate of the Seller immediately prior to the execution of the definitive agreement relating to such purchase or other acquisition; provided, then (xi) such Person and its Affiliates shall not be deemed Restricted Entities for the purposes of this Section 6.12 and (ii) the revenue generated restrictions set forth in Section 6.12(e) and (f) shall not apply to such Person and its Affiliates. (e) The Seller covenants that, during the Noncompetition Period, the Seller shall not, and it shall cause its current Affiliates not to, directly or indirectly, solicit or entice any clients or customers of the Company to engage in any business relationship which could reasonably be expected to materially harm the Restricted Business. (f) The Seller covenants that, during the period commencing from the Closing Date and ending on the second anniversary of the Closing Date, without the prior written consent of the Buyer (which consent shall not be unreasonably withheld, delayed or conditioned), the Seller shall not, and it shall cause its Affiliates not to, directly or indirectly solicit (other than a solicitation by general advertisement) the employment or engagement of services of, any Prohibited Business person who is or was employed as an employee, contractor or consultant by the Company during such period on a full- or part-time basis. (g) If a court of competent jurisdiction determines that the character, duration or geographical scope of the provisions of this Section 6.12 is unreasonable, it is the intention and the agreement of the parties that such court shall be empowered to reform such provisions, in such jurisdiction to the extent that comes closest to the intentions of the parties with respect to such unreasonable term or provision. The covenants contained in this Section 6.12 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. (h) The Seller acknowledges that the covenants of the Seller set forth in this Section 6.12 are an essential element of this Agreement and that any breach by the Seller of any provision of this Section 6.12 will result in irreparable injury to the Buyer. The Seller acknowledges that in the event of such acquired entity or business for the preceding fiscal year do not account for more than 25% of the total revenues of such entity or business for such period; and (y) no later than 12 months after such acquisitiona breach, in addition to all other remedies available at law, the applicable acquiring Person Buyer shall have entered into be entitled to equitable relief, including injunctive relief, and an agreement providing for a divestiture equitable accounting of any Prohibited Business so acquiredall earnings, so that following the closing of profits or other benefits arising therefrom, as well as such divestiture the activities of the entity or business so acquired will once again other damages as may be in compliance with this Section 5.9appropriate.

Non-Competition. (a) For a period of two three years from the Closing Date (2) years after the Closing“Non-Compete Period”), except as permitted in Section 5.15(b), neither Seller GE nor any of its Affiliates Subsidiaries shall, directly or indirectly, engage in the EDI Business as conducted by RMS, the Company or its Subsidiaries on the Closing Date and as proposed to be conducted by RMS, the Company or its Subsidiaries as provided in the Long Range Forecasts of the Company for the period ending December 31, 2004 prepared by the management of the Company, a copy of which is included in Section 5.15(a) of the Disclosure Schedule, including, without limitation, by (i) engaging or investing in, (ii) owning, managing, operating, financing, or controlling, or participating in the ownership, management, operation, financing, or control of, or (iii) lending GE’s name to, consulting with or for, or otherwise rendering advice related to, that portion of any business that engages in North America with respect to manufacturing the EDI Business. In addition, except as permitted in Section 5.15(b), during the Non-Compete Period neither GE nor any of its Subsidiaries shall acquire (by merger, stock purchase, asset purchase or selling any products which are the same as otherwise) or otherwise acquire Control over any of the Products as in existence on the date hereof through and including the Closing Date in sales to customers in the Quick Service Restaurant and Food Service Distribution Persons or businesses (or any successors in interest thereto) listed in Section 5.15(a) of the Disclosure Schedule. This Section 5.15 shall cease to be applicable to any Person at such time as such Person is no longer a “Prohibited Business”Subsidiary of, or otherwise Controlled by, GE or any Subsidiary or controlled Affiliate of GE. (b) Notwithstanding the provisions of Section 5.15(a) and without implicitly agreeing that the following activities would be subject to the provision of Section 5.15(a); provided, however, nothing in this Section 5.9 Agreement shall preclude, prohibit or prevent Seller restrict GE or any of its Affiliates from: Subsidiaries from engaging in any manner in (i) continuing to conduct any business it is currently conducting that is not part of the Business and which would constitute a Prohibited Financial Services Business, provided that revenues attributed to such business shall not in any twelve month period exceed Fifteen Million Dollars ($15,000,000); (ii) selling boxboard used to make the Products any De Minimis Business or used to make any other items to any Person, including competitors of the Business; (iii) owning any business activity that would otherwise violate this Section 5.15 that is acquired from any Person (an “Acquired Business”) or acquiring up to is carried on by any Person that is acquired by or combined with GE or a Subsidiary of GE, or otherwise becomes a direct or indirect Subsidiary of GE or any Subsidiary of GE after the date of this Agreement (an aggregate of 10% of the ownership interest of any entity engaged in any Prohibited Business or making passive investments in the ordinary course of business in investment funds that make investments in entities engaged in any Prohibited Business“Acquired Company”), provided that, in either case, none of such Persons is active in within one year after the management or governance of such entity; or (iv) owning or operating any Prohibited Business if such Prohibited Business was acquired as a result of a merger purchase or other acquisition; providedacquisition of the Acquired Business or the Acquired Company, GE or such Subsidiary disposes of (xor enters into a binding agreement to dispose of) the revenue generated by any Prohibited Acquired Business of such acquired entity or business for the preceding fiscal year do not account for more than 25% relevant portion of the total revenues Acquired Company’s business or securities or at the expiration of such entity or business for such the one year period; and (y) no later than 12 months after such acquisition, the applicable acquiring Person shall have entered into an agreement providing for a divestiture of any Prohibited Business so acquired, so that following the closing of such divestiture the activities business of the entity or business so acquired will once again be in compliance Acquired Company complies with this Section 5.95.15. (c) The GE Parties shall not, and shall cause each of its Subsidiaries not to, at any time, publicly disparage, criticize or ridicule, or otherwise engage in any conduct that is injurious to the reputation of the Company or any of its Subsidiaries in the performance of the business of RMS, the Company and its Subsidiaries. (d) If it is determined by a final, nonappealable Governmental Order that any of the GE Parties has willfully, knowingly or intentionally violated any of their obligations under this Section 5.15, then the Non-Compete Period automatically will be extended by a period of time equal in length to the period during which such violation or violations occurred.

Non-Competition. For a period Each Specified Seller hereby covenants and agrees that except as otherwise explicitly permitted by the last sentence of two this Section 6.9(a), from the Completion Date and continuing until the third (23rd) years after anniversary of the ClosingCompletion Date (the “Restricted Period”), neither such Specified Seller nor will not and will not take steps to, either directly or indirectly engage in the Business anywhere in (i) the United Kingdom, the European Union, North America, or (ii) any other place in the world in which Purchaser, the Company or any of its Affiliates shalltheir respective subsidiaries conducts business as of the date of Completion (the “Territory”), or participate in, assist, aid or advise in any way, any business or enterprise that engages in the Business in the Territory (whether as an owner, employee, a consultant or otherwise) or otherwise competes with the Business. Each Specified Seller further covenants and agrees that except as otherwise explicitly permitted by the last sentence of this Section 6.9(a), during the Restricted Period, such Specified Seller will not and will not take steps to, either directly or indirectly, engage invest in (whether through debt or equity securities), contribute any business in North America with respect capital or make any loans or advances to, take an ownership interest or profit-sharing percentage in, seek to manufacturing purchase or selling acquire, or receive income, compensation or consulting fees from, any products which are the same Person (as any of the Products as in existence on the date hereof through and including the Closing Date in sales to customers defined below) that is engaged in the Quick Service Restaurant and Food Service Distribution businesses (a “Prohibited Business in the Territory or that otherwise competes with the Business”); provided, however. Notwithstanding the foregoing, nothing contained in this Section 5.9 shall prohibit 6.9(a) prohibits (i) such Specified Seller from owning less than two percent (2%) of any class of voting securities, whether or prevent not quoted on a national securities exchange, or (ii) such Specified Seller from being an employee or a consultant of Purchaser or any of its Affiliates from: subsidiaries; provided that, for the avoidance of doubt, nothing in clauses (i) continuing to conduct any business it is currently conducting that is not part of the Business and which would constitute a Prohibited Business, provided that revenues attributed to such business shall not in any twelve month period exceed Fifteen Million Dollars ($15,000,000); (ii) selling boxboard used to make the Products of this sentence shall relieve such Specified Seller of its obligations under Section 6.9(b) or used to make any other items to any Person, including competitors of the Business; (iii) owning or acquiring up to an aggregate of 10% of the ownership interest of any entity engaged in any Prohibited Business or making passive investments in the ordinary course of business in investment funds that make investments in entities engaged in any Prohibited Business, provided that, in either case, none of such Persons is active in the management or governance of such entity; or (iv) owning or operating any Prohibited Business if such Prohibited Business was acquired as a result of a merger or other acquisition; provided, (x) the revenue generated by any Prohibited Business of such acquired entity or business for the preceding fiscal year do not account for more than 25% of the total revenues of such entity or business for such period; and (y) no later than 12 months after such acquisition, the applicable acquiring Person shall have entered into an agreement providing for a divestiture of any Prohibited Business so acquired, so that following the closing of such divestiture the activities of the entity or business so acquired will once again be in compliance with this Section 5.96.9(c).

Non-Competition. For a (a) During the period of beginning at the Effective Time and ending on the date that is (1) with respect to the Restricted Business (as defined below), two years following the Effective Time (the "Restricted Period") and (2) with respect to the Branded/Private Label Restricted Business (as defined below), three years after following the ClosingEffective Time (the "Branded/Private Label Restricted Period"), neither Seller nor any of its Affiliates shallEquity Holder covenants and agrees that he will not, directly or indirectlyindirectly either for Equity Holder or for any other person or business entity, engage in any business in North America with respect to manufacturing or selling any products which are the same as do any of the Products following: (i) engage (as in existence on defined below) (A) during the date hereof through and including the Closing Date in sales to customers Restricted Period, in the Quick Service Restaurant Restricted Business and Food Service Distribution businesses (a “Prohibited B) during the Branded/Private Label Restricted Period, in the Branded/Private Label Restricted Business”), in each case anywhere (without regard to the distribution channel used) the Company sells products or services at the time of the Merger and is then providing such products and services; provided, however, nothing in this Section 5.9 agreement shall prohibit prevent Equity Holder from serving as an employee, consultant or prevent Seller contractor of any entity that engages in a Restricted Business or any of its Affiliates from: (i) continuing to conduct any business it is currently conducting that is not part of the Business and which would constitute a Prohibited Branded/Private Label Restricted Business, provided as the case may be, so long as Equity Holder does not directly or indirectly engage or participate in the Restricted Business or Branded/Private Label Restricted Business, as the case may be, or otherwise assist that revenues attributed to such business shall not entity in any twelve month period exceed Fifteen Million Dollars ($15,000,000)engaging or participating in the Restricted Business or Branded/Private Label Restricted Business, as the case may be; (ii) selling boxboard used solicit, induce or attempt to make the Products solicit or used to make induce any other items to any Personthen current employee, including competitors temporary worker or independent contractor of the Business;Company to discontinue employment or engagement with the Company for the purpose of seeking or commencing employment or engagement with any third party; or (iii) owning persuade or acquiring up attempt to an aggregate of 10% of persuade any person accepting products and services from the ownership interest of any entity engaged in any Prohibited Business Company or making passive investments in providing services, products or facilities to the ordinary course Company not to do business with the Company or to reduce the amount of business in investment funds that make investments in entities engaged in any Prohibited Business, provided that, in either case, none of such Persons is active in it does with the management or governance of such entity; orCompany. (iv) owning or operating any Prohibited Business if such Prohibited Business was acquired as a result For purposes of a merger or other acquisition; provided, (x) the revenue generated by any Prohibited Business of such acquired entity or business for the preceding fiscal year do not account for more than 25% of the total revenues of such entity or business for such period; and (y) no later than 12 months after such acquisitionthis agreement, the applicable acquiring Person shall have entered into an agreement providing for a divestiture of any Prohibited Business so acquired, so that following the closing of such divestiture the activities of the entity or business so acquired will once again be in compliance with this Section 5.9.term:

Non-Competition. For By and in consideration of the Company’s entering into this Employment Agreement and the payments to be made and the benefits to be provided hereunder and in further consideration of the Executive’s exposure to the Confidential Information of the Company and its affiliates, the Executive agrees that the Executive shall not, during the Executive’s employment with the Company (whether during the Term or thereafter) and for a period of two twelve (212) years after months thereafter (the Closing, neither Seller nor any of its Affiliates shall“Restriction Period”), directly or indirectly, own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below) and in connection with the Executive’s association directly or indirectly engage in any business activity that is similar to any activity that the Executive was engaged in North America with respect to manufacturing or selling any products which are the same as any of Company during the Products as in existence on 12 months preceding the date hereof through and including the Closing Date in sales to customers in the Quick Service Restaurant and Food Service Distribution businesses (a “Prohibited Business”)of termination; provided, howeverthat in no event shall ownership of one percent (1%) or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, nothing in as amended, standing alone, be prohibited by this Section 5.9 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall prohibit or prevent Seller mean (i) any Person that is actively engaged in any geographic area in any business which materially competes with McJ Holding LLC’s or any of its Affiliates from: (i) continuing to conduct any subsidiaries’ business it is currently conducting that is not part of the Business distribution of industrial pipe, valves and fittings or any other business which would constitute is material to McJ Holding LLC or any of its subsidiaries (a Prohibited “Material Business, provided that revenues attributed to such business shall not in any twelve month period exceed Fifteen Million Dollars ($15,000,000); ”) or (ii) selling boxboard used to make the Products or used to make any other items to any Person, including competitors Person who within a two (2) year period following termination of the Executive’s employment is reasonably expected to materially compete with a Material Business or have revenue in excess of $100,000,000 derived from a business that is competitive with a Material Business; (iii) owning or acquiring up to an aggregate of 10% . During the Restriction Period, upon request of the ownership interest of any entity engaged in any Prohibited Business or making passive investments in Company, the ordinary course of business in investment funds that make investments in entities engaged in any Prohibited Business, provided that, in either case, none of such Persons is active in Executive shall notify the management or governance of such entity; or (iv) owning or operating any Prohibited Business if such Prohibited Business was acquired as a result of a merger or other acquisition; provided, (x) the revenue generated by any Prohibited Business of such acquired entity or business for the preceding fiscal year do not account for more than 25% Company of the total revenues of such entity or business for such period; and (y) no later than 12 months after such acquisition, the applicable acquiring Person shall have entered into an agreement providing for a divestiture of any Prohibited Business so acquired, so that following the closing of such divestiture the activities of the entity or business so acquired will once again be in compliance with this Section 5.9Executive’s then-current employment status.

Non-Competition. For (a) The Executive acknowledges and agrees that during the term of her employment with the Company the Executive did not and will not, and the Executive agrees that for a period of two (2) years 18 months after the ClosingTermination Date the Executive will not, neither Seller nor any of its Affiliates shallengage in, participate in, carry on, own, or manage, directly or indirectly, engage either for herself or as a partner, stockholder, investor, officer, director, employee, agent, independent contractor, representative or consultant of any person, partnership, corporation or other enterprise, any “Competitive Business” in any business jurisdiction in North America with respect to manufacturing which the Company or selling any products which are the same as any its affiliates actively conducts business. For purposes of the Products as in existence on the date hereof through and including the Closing Date in sales to customers in the Quick Service Restaurant and Food Service Distribution businesses (a “Prohibited Business”); provided, however, nothing in this Section 5.9 shall prohibit or prevent Seller or any of its Affiliates from: 3.3, “Competitive Business” means (i) continuing to conduct any business it is currently conducting that is not part of the Business and which would constitute a Prohibited Business, provided that revenues attributed to such business shall not in any twelve month period exceed Fifteen Million Dollars ($15,000,000); women’s retail and/or catalog apparel business; or (ii) selling boxboard used to make the Products or used to make any other items to retail or catalog business that competes with any Person, including competitors significant business of the Company or its affiliates then conducted or actively being developed by the Company or its affiliates; for this purpose, “significant business of the Company or its affiliates” means a business, product line or product category which generates or is reasonably expected to generate $100 million or more in annual sales. (b) As of the date of this Agreement, a Competitive Business under subsection 3.3(a) above would include, by way of illustration and not by way of limitation, such companies as Xxx Xxxxxx, The Gap, Chico’s FAS, White House/Blackmarket, J. Crew, Liz Claiborne, Limited Brands, Coldwater Creek, Xxxx Xxxxx Xxxxxx, and Coach, Inc. (c) The Executive’s engaging in the following activities will not be deemed to be engaging or participating in a Competitive Business; : (i) investment banking; (ii) passive ownership of less than 2% of any class of securities of a company; and (iii) owning engaging or acquiring up to participating solely in a noncompetitive business of an aggregate entity which also separately operates a business which is a “Competitive Business”. (d) The Executive acknowledges, with the advice of 10% legal counsel, that she understands the foregoing provisions of this Section 3.3 and that these provisions are fair, reasonable, and necessary for the protection of the ownership interest of any entity engaged in any Prohibited Business or making passive investments in the ordinary course of business in investment funds that make investments in entities engaged in any Prohibited Business, provided that, in either case, none of such Persons is active in the management or governance of such entity; or (iv) owning or operating any Prohibited Business if such Prohibited Business was acquired as a result of a merger or other acquisition; provided, (x) the revenue generated by any Prohibited Business of such acquired entity or business for the preceding fiscal year do not account for more than 25% of the total revenues of such entity or business for such period; and (y) no later than 12 months after such acquisition, the applicable acquiring Person shall have entered into an agreement providing for a divestiture of any Prohibited Business so acquired, so that following the closing of such divestiture the activities of the entity or business so acquired will once again be in compliance with this Section 5.9Company’s business.

Non-Competition. For Each of Seller and PFI acknowledges that (a) Buyer would not have entered into this Agreement but for the agreements and covenants contained in Sections 8.2-8.4 and (b) the agreements and covenants contained in this Section 8.2 are essential to protect the business and goodwill of the Seller Business. To induce Buyer to enter into this Agreement, Seller and PFI agree that, for a period of two three (23) years after from the ClosingClosing (the "Restricted Period"), neither Seller nor none of Seller, PFI, or any of its Affiliates shall, directly or indirectly, engage own, manage, operate, join, control or participate in the ownership, management, operation or control of, or be employed or retained by, render services or sell products to (other than the Seller), provide financing (equity or debt) or advice to, or otherwise be connected in any manner with, a business in North America that competes directly with respect to manufacturing or selling any products which are the same as any of Seller Business (the Products as in existence on the date hereof through and including the Closing Date in sales to customers "Competing Business") anywhere in the Quick Service Restaurant and Food Service Distribution businesses (a “Prohibited Business”); providedworld. During the Restricted Period, howevernone of Seller, nothing in this Section 5.9 shall prohibit or prevent Seller PFI, or any of its Affiliates from: their Affiliates, shall, directly or indirectly, hire, engage, offer to hire, divert, entice away, solicit or in any other manner persuade or attempt to persuade (ia "Solicitation") continuing to conduct any business it is currently conducting that is not part of Person who is, or was, at any time within the Business and which would constitute a Prohibited Business, provided that revenues attributed 12-month period prior to such business Solicitation, an officer, director, employee, agent, licensor, licensee, customer, or supplier of Buyer or Seller to discontinue, terminate or adversely alter his or its relationship with Buyer. In furtherance of this Section 8.2, the principal of PFI and the Company shall not in any twelve month period exceed Fifteen Million Dollars ($15,000,000); (ii) selling boxboard used to make enter into the Products or used to make any other items to any PersonNon-Competition and Non-Solicitation Agreement, including competitors of the Business; (iii) owning or acquiring up to an aggregate of 10% of the ownership interest of any entity engaged in any Prohibited Business or making passive investments in the ordinary course of business in investment funds that make investments in entities engaged in any Prohibited Business, provided that, in either case, none of such Persons is active in the management or governance of such entity; or (iv) owning or operating any Prohibited Business if such Prohibited Business was acquired form attached hereto as a result of a merger or other acquisition; provided, (x) the revenue generated by any Prohibited Business of such acquired entity or business for the preceding fiscal year do not account for more than 25% of the total revenues of such entity or business for such period; and (y) no later than 12 months after such acquisition, the applicable acquiring Person shall have entered into an agreement providing for a divestiture of any Prohibited Business so acquired, so that following the closing of such divestiture the activities of the entity or business so acquired will once again be in compliance with this Section 5.9.Exhibit G.

Non-Competition. For a (a) During the period commencing on the Closing Date and continuing until the fifth (5th) anniversary of two the Closing Date, neither Seller nor any of its Affiliates shall, directly or indirectly own, manage, operate or control any ownership interest in, or license to or otherwise permit to use any Intellectual Property owned or controlled by Seller or its Affiliates, any business anywhere in the world that develops, manufactures, markets or sells: (2i) years after any hydrogel based product within the ClosingConfluent Field of Use other than Competitive Type 2 Products (“Competitive Type 1 Products”); or (ii) any product the intended and indicated use of which is to seal against leaks of cerebro-spinal fluid, other than sutures, staples, clips, electo-surgery devices and other mechanical or energy-based devices (“Competitive Type 2 Products”). (b) During the period commencing the Closing Date and continuing until the second (2nd) anniversary of the Closing Date, neither Seller nor any of its Affiliates shall, directly or indirectly, engage in solicit to hire, or hire, any business in North America with respect to manufacturing or selling any products which are the same as any of the Products as in existence on the date hereof through and including the Closing Date in sales to customers in the Quick Service Restaurant and Food Service Distribution businesses (a “Prohibited Business”); Transferred Employee, provided, however, nothing the foregoing shall not prohibit (i) general solicitation for employment that is not specifically directed at any Transferred Employees or the hiring of any Transferred Employee who responds to such general solicitation or (ii) any solicitation or hiring of any Transferred Employee terminated by Purchaser or its Affiliates. (c) Notwithstanding the covenants set forth above in this Section 5.9 Sections 5.12(a), neither Seller nor any of its Affiliates shall prohibit or prevent be prohibited from: (i) acquiring any securities required to be registered under the Securities Exchange Act of 1934, as amended, of any Person to the extent such acquisitions do not result in Seller or any of its Affiliates from: owning in the aggregate more than five percent (i5%) continuing to conduct any business it is currently conducting that is not part of the Business all issued and which would constitute a Prohibited Businessoutstanding capital stock of such Person, provided that revenues attributed to such business shall not in any twelve month period exceed Fifteen Million Dollars ($15,000,000);or (ii) selling boxboard used acquiring (through merger, stock purchase, purchase of assets or otherwise) ownership of, or any equity interest in (to make the Products or used to make extent not otherwise permitted by Section 5.12(b)(i)) any other items to any Person, including competitors of Person if the Business; (iii) owning or acquiring up to an aggregate of 10% of the ownership interest of any entity engaged in any Prohibited Business or making passive investments in the ordinary course of business in investment funds that make investments in entities engaged in any Prohibited Business, provided that, in either case, none of such Persons is active in the management or governance of such entity; or (iv) owning or operating any Prohibited Business if such Prohibited Business was acquired as a result of a merger or other acquisition; provided, (x) the revenue generated by any Prohibited Business of such acquired entity or business for the preceding fiscal year do not account for more than 25% of the total combined annual revenues of such entity Person and its Subsidiaries derived from the sale of Competitive Type 2 Products represent less than twenty-five percent (25%) of the combined total annual revenues of such Person and its Subsidiaries for the most recent full fiscal year then ended, provided that (A) Seller shall, and shall cause its Affiliates to, (i) use commercially reasonable efforts to divest any portion of such Person’s and its Subsidiaries’ business that is engaged in the development, manufacturing, marketing, sale or business for distribution of Competitive Type 2 Products within two (2) years following the closing of the acquisition of such period; Person and (yii) no later than 12 months after in any event cease the development, manufacturing, marketing, sale and distribution of such acquisitionCompetitive Type 2 Products within two (2) years following the closing of the acquisition of such Person and (B) if the combined annual revenues of such Person and its Subsidiaries derived from the sale of Competitive Type 1 Products exceed twenty-five percent (25%) of the combined total annual revenues of such Person and its Subsidiaries for the most recent full fiscal year then ended, then Seller shall, and shall cause its Affiliates to, enter into a definitive agreement to divest the applicable acquiring Person shall have entered into an agreement providing for a divestiture portion of any Prohibited Business so acquiredsuch Person’s business that is engaged in the development, so that manufacturing, marketing, sale or distribution of Competitive Type 1 Products within two (2) years following the closing of such divestiture acquisition, or (iii) developing, manufacturing, marketing or selling Prevadh® adhesion barrier products (d) Nothing in this Section 5.12 shall restrict the activities of any Person (or any of its Affiliates) who is not an Affiliate of Seller and who engages in a business combination transaction resulting in the entity acquisition (by merger, purchase or business so acquired will once again be in compliance with this Section 5.9otherwise) of any capital stock or assets of Seller or any of its Affiliates.

Non-Competition. For a (a) Except as provided in Section 5.3(b), during the period beginning on the Distribution Date and ending on the second anniversary of two (2) years after the ClosingDistribution Date, neither Seller Ultra nor any of its controlled Affiliates shallwill own, directly manage, operate, control or indirectly, engage in any business in North America with respect to manufacturing or selling any products which are the same as any of the Products as in existence on the date hereof through and including the Closing Date in sales to customers participate in the Quick Service Restaurant and Food Service Distribution businesses ownership, management, operation or control of any company engaged in the Delta Field. (a “Prohibited Business”); provided, however, nothing b) Nothing contained in this Section 5.9 5.3 shall prohibit Ultra or prevent Seller or any of its controlled Affiliates from: (i) continuing to conduct acquiring or holding shares of capital stock or a partnership or other equity interest in any business it is currently conducting Person that is not part engages in the Delta Field in the Territory, where such shares or interest represent no more than twenty five percent (25%) of the Business outstanding voting power in such Person; provided, however, that in any such case, such shares or interests are purchased and/or held solely for investment purposes and which would constitute a Prohibited Business, provided that revenues attributed to such business shall Ultra or its Affiliates are not in any twelve month period exceed Fifteen Million Dollars ($15,000,000)control of such Person; (ii) selling boxboard used to make the Products acquiring (whether by merger, consolidation, stock or used to make any asset purchase or other items to any Person, including competitors similar transaction) all or substantially all of the Businessbusiness of any Person fifty percent (50%) or less of whose revenues is derived from the Delta Field within the Territory; provided, however, that, within twelve (12) months after its acquisition, Ultra or its Affiliates shall use all commercially reasonable efforts to sell the portion of the business of such Person which is then operating in the Delta Field within the Territory if such portion represents more than ten percent (10%) of the pro forma consolidated revenue of Ultra and the acquired business during the fiscal year immediately preceding such acquisition after giving effect to such acquisition; (iii) owning marketing or acquiring up to an aggregate of 10% of the ownership interest of any entity engaged in any Prohibited Business selling its own products or making passive investments services that are not in the ordinary course of business in investment funds that make investments in entities engaged in any Prohibited Business, provided that, in either case, none of such Persons is active in Delta Field within the management or governance of such entityTerritory; or (iv) owning owning, managing, operating or operating controlling (A) Vector and Kodiak or any Prohibited Business if of their existing Subsidiaries, in each case in substantially the same manner as conducted on the date hereof, provided, however, that, except as provided in the IP Matters Agreement, no such Prohibited Business was activities in the Delta Field shall be expanded or materially modified, and any Contracts that would otherwise be prohibited but for this sub clause (A) shall not be renewed, replaced or materially modified (except where the failure to so renew, replace or modify would cause Vector or Kodiak or its Subsidiaries to breach such Contract)) and (B) any business acquired in accordance with (b)(ii) above in substantially the same manner as conducted on the date of the acquisition. (c) Except as provided in Section 5.3(d), during the period beginning on the Distribution Date and ending on the second anniversary of the Distribution Date, neither Delta nor any of its controlled Affiliates will own, manage, operate, control or participate in the ownership, management, operation or control of any company engaged in the Ultra Field in the Territory. (d) Nothing contained in this Section 5.3 shall prohibit Delta or its controlled Affiliates from: (i) acquiring or holding shares of capital stock or a result of a merger partnership or other acquisitionequity interest in any Person that engages in the Ultra Field in the Territory, where such shares or interest represent no more than twenty five percent (25%) of the outstanding voting power in such Person; provided, (x) the revenue generated by however, that in any Prohibited Business such case, such shares or interests are purchased and/or held solely for investment purposes and Delta or its Affiliates are not in control of such acquired entity Person; (ii) acquiring (whether by merger, consolidation, stock or asset purchase or other similar transaction) all or substantially all of the business for of any Person fifty percent (50%) or less of whose revenues is derived from the preceding fiscal year do not account for Ultra Field within the Territory; provided, however, that, within twelve (12) months after its acquisition, Delta or its Affiliates shall use all commercially reasonable efforts to sell the portion of the business of such Person which is then operating in the Ultra Field within the Territory if such portion represents more than 25ten percent (10% of the total revenues pro forma consolidated revenue of Delta and the acquired business during the fiscal year immediately preceding such entity acquisition after giving effect to such acquisition; (iii) marketing or business selling its own products or services that are not in the Ultra Field within the Territory; (iv) owning, managing, operating or controlling (A) Tribridge, Inc. or any of its existing Subsidiaries, in each case in substantially the same manner as conducted on the date hereof, provided, however, that, except as provided in the IP Matters Agreement, no such activities in the Ultra Field shall be expanded or materially modified, and any Contracts that would otherwise be prohibited but for this sub clause (A) shall not be renewed, replaced or materially modified (except where the failure to so renew, replace or modify would cause Tribridge, Inc. or its Subsidiaries to breach such period; Contract) and (yB) no later than 12 months after such acquisition, any business acquired in accordance with (b)(ii) above in substantially the applicable acquiring Person shall have entered into an agreement providing for a divestiture of any Prohibited Business so acquired, so that following same manner as conducted on the closing of such divestiture the activities date of the entity acquisition (v) owning, managing, operating or controlling any business so acquired will once again be in compliance accordance with this Section 5.9(d)(ii) above in substantially the same manner as conducted on the date of the acquisition.