Common use of Noncompetition and Non-solicitation Clause in Contracts

Noncompetition and Non-solicitation. From and after the Closing Date: (a) Sellers will refrain from, either alone or in conjunction with any other Person, or directly or indirectly through its present or future Affiliates, employees or consultants, for a period of five (5) years from the Closing Date: (i) employing, engaging or seeking to employ or engage any Person who had been an Employee or employee of the Corporation or any of its Affiliates as of the date of this Agreement and as of the Closing Date; (ii) causing or attempting to cause (A) any client, customer or supplier of the Business to terminate or materially reduce its business with the Corporation or any of its Affiliates or (B) any officer, employee or consultant of the Corporation or any of its Affiliates engaged in the Business to resign or sever a relationship with the Corporation or any of its Affiliates; and (iii) participating or engaging in (other than through the ownership of 5% or less of any class of securities registered under the Securities Exchange Act of 1934, as amended) the slot-machine routing business within a sixty (60) mile radius from any location where the Corporation currently conducts the Business, including the Existing Locations. (b) The provisions of Section 10.6(a) shall not be deemed to preclude Sellers from owning and investing in those casino properties set forth on Schedule 10.6 located in Deadwood, South Dakota (the “Existing Locations”). At all times following the Closing, the Purchaser, through its ownership of the Corporation, shall provide slot machine services at each of the Existing Locations pursuant to existing agreements entered into with the owners or operators (the “Existing Agreements”). At all times following the Closing, each of the Sellers hereby covenants and agrees to use their collective best efforts to assist the Purchaser and the Corporation to maintain the current business relationship between the Corporation and the owners or operators at each of the Existing Locations pursuant to the Existing Agreements. In furtherance of the foregoing sentence, each of the Sellers shall use their collective best efforts to encourage the owners or operators at each of the Existing Locations to maintain its existing business relationship with the Corporation at all times following the Closing. In the event the business relationship with the Corporation at any of the Existing Locations is terminated, following such termination Sellers will in no way assist, advise or otherwise counsel such owners or operators in any manner whatsoever including, without limitation, with respect to slot machines or services related thereto. (c) From the date of execution of this Agreement through the Closing Date, the Sellers will refrain from, either alone or in conjunction with any other Person (including, without limitation, present or future Affiliates, employees or consultants), directly or indirectly: (i) employing, engaging or seeking to employ or engage any Person that is an employee of the Corporation or any of its Affiliates as of the date of this Agreement; and (ii) causing or attempting to cause (A) any client, customer or supplier of the Business to terminate or materially reduce its business with the Corporation or any of its Affiliates or (B) any officer, employee or consultant of the Corporation or any of its Affiliates engaged in the Business to resign or sever a relationship with the Corporation or any of its Affiliates. (d) Sellers agree that any remedy at Law for any breach of the provisions of this Section would be inadequate, and accordingly, Sellers hereby consent to the granting by any court of an injunction or other equitable relief, without the necessity of actual monetary loss being proved or posting a bond, in order that the breach or threatened breach of such provisions may be effectively restrained.

Noncompetition and Non-solicitation. From Employee hereby acknowledges that it is necessary for the General Partner to protect its trade secrets, Confidential Information, and after goodwill and other business interests. Employee acknowledges and agrees that the Closing DateGeneral Partner would be irreparably damaged if Employee, given his important position and intimate knowledge of the General Partner’s business and strategic plans, were to breach or otherwise violate this Section 6 and that any such breach or violation would result in a significant and material loss of goodwill by the General Partner. Therefore, Employee agrees that: (a) Sellers will refrain fromWhile employed by the Company as CEO of the General Partner, either alone Employee shall not in any area: (i) where Employee has conducted business for the General Partner; or in conjunction with any other Person(ii) where Employee has gained knowledge of Confidential Information of the General Partner by virtue of his position as CEO (the "Restricted Territory"), or directly or indirectly through its present own, manage, control, participate in, consult with, render services for, or future Affiliates, employees or consultants, for a period of five (5) years from the Closing Date: (i) employing, engaging or seeking to employ or in any other manner engage any Person who had been an Employee or employee of the Corporation or any of its Affiliates as of the date of this Agreement and as of the Closing Date; (ii) causing or attempting to cause (A) any client, customer or supplier of the Business to terminate or materially reduce its business with the Corporation or any of its Affiliates or (B) any officer, employee or consultant of the Corporation or any of its Affiliates engaged in the Business to resign or sever a relationship with the Corporation or any business of its Affiliates; and (iii) participating or engaging in (other than through the ownership of 5% or less of any class of securities registered under the Securities Exchange Act of 1934, as amended) the slot-machine routing business within a sixty (60) mile radius from any location where the Corporation currently conducts the Business, including the Existing Locations. (b) The provisions of Section 10.6(a) shall not be deemed to preclude Sellers from owning and investing in those casino properties set forth on Schedule 10.6 located in Deadwood, South Dakota (the “Existing Locations”). At all times following the Closing, the Purchaser, through its ownership of the Corporation, shall provide slot machine services at each of the Existing Locations pursuant to existing agreements entered into with the owners or operators (the “Existing Agreements”). At all times following the Closing, each of the Sellers hereby covenants and agrees to use their collective best efforts to assist the Purchaser and the Corporation to maintain the current business relationship between the Corporation and the owners or operators at each of the Existing Locations pursuant to the Existing Agreements. In furtherance of the foregoing sentence, each of the Sellers shall use their collective best efforts to encourage the owners or operators at each of the Existing Locations to maintain its existing business relationship with the Corporation at all times following the Closing. In the event the business relationship with the Corporation at any of the Existing Locations is terminated, following such termination Sellers will in no way assist, advise or otherwise counsel such owners or operators in any manner whatsoever including, without limitation, with respect to slot machines or services related thereto. (c) From the date of execution of this Agreement through the Closing Date, the Sellers will refrain from, either alone or in conjunction with any other Person (including, without limitation, present or future Affiliates, employees or consultants)providing, directly or indirectly: (x) marine and other transportation (including the provision of tank trucking services to third parties), terminalling, refining, processing, distribution and midstream logistical services for hydrocarbon products and by-products, including, without limitation, the refining of crude oil into various grades and quantities of naphthenic lubricants, distillates, asphalt flux and other intermediate cuts, (y) manufacturing and marketing fertilizers and related sulfur-based products and (z) lubricants blending and packaging business (collectively, the "Business"); provided that nothing herein shall prohibit Employee from (i) employingbeing a passive owner of not more than 5% of the outstanding stock of any class of a corporation which is publicly traded so long as Employee does not have any active participation in the business of such corporation, engaging or seeking (ii) remaining an employee of the Company or assisting the Company with its business after the Termination Date. Employee acknowledges that the Business has been and may be conducted throughout the Restricted Territory and that the geographic restrictions set forth above are reasonable and necessary to employ protect the goodwill of the Business. (b) During the Employment Term and for a period of twenty-four (24) months after Employee’s termination of employment, except on behalf of the General Partner, Employee shall not, directly or engage indirectly through another Person, (i) solicit or accept business from, participate in the solicitation of business from, consult with, or render services to any Person that is a current known client or customer of the General Partner, or (ii) induce or attempt to induce any client, customer or other business relation of the General Partner to cease doing or decrease their business with the General Partner, or in any way interfere with the relationship between any such client, customer or other business relation and the General Partner. (c) During the Employment Term and for a period of twenty-four (24) months after Employee’s termination of employment, Employee shall not, directly or indirectly through another Person, (i) induce or attempt to induce any employee of the Company who provides services to the General Partner to leave the employ of the Company, or in any way interfere with the relationship between the General Partner and any employee providing services to the General Partner or (ii) solicit or hire any person who was an employee of the Corporation or Company providing services to the General Partner at any of its Affiliates as of time during the six-month period immediately prior to the date on which such solicitation or hiring would take place. (d) If, at the time of enforcement of Section 5 or this Section 6, a court holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum duration, scope and area permitted by law. Because Employee's services are unique as CEO and because Employee has access to Confidential Information, the parties hereto agree that money damages would not be an adequate remedy for any breach of this Agreement. Therefore, in the event of a breach or threatened breach of this Agreement, the Company or the General Partner or their successors or assigns may, in addition to other rights and remedies existing in their 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 (without posting a bond or other security). (e) Employee acknowledges that the provisions of this Section 6 are in consideration of (i) Employee's promotion to the CEO position with the General Partner; and (ii) causing additional good and valuable consideration as set forth in this Agreement. Employee agrees and acknowledges that the restrictions contained in Section 5 or attempting this Section 6 do not preclude Employee from earning a livelihood, nor do they unreasonably impose limitations on Employee's ability to cause earn a living. Employee acknowledges (Ai) any client, customer or supplier that the business of the Business to terminate General Partner will be conducted throughout the Restricted Territory, (ii) notwithstanding the state of formation or materially reduce its business with principal office of the Corporation General Partner, or any of their respective Employees or employees (including Employee), it is expected that the General Partner will conduct business activities and have valuable business relationships within its Affiliates or industry throughout the Restricted Territory, and (Biii) any officeras part of Employee's responsibilities, employee or consultant Employee may be traveling throughout the Restricted Territory in furtherance of the Corporation General Partner's business and its relationships. Employee acknowledges that the potential harm to the General Partner of the non‑enforcement of Section 5 or this Section 6 outweighs any potential harm to Employee of its Affiliates engaged enforcement by injunction or otherwise. Employee acknowledges that Employee has carefully read this Agreement and has given careful consideration to the restraints imposed upon Employee by this Agreement and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the General Partner now existing or to be developed in the Business future. Employee acknowledges that each and every restraint imposed by this Agreement is reasonable with respect to resign or sever a relationship with the Corporation or any of its Affiliatessubject matter, time period and geographical area. (d) Sellers agree that any remedy at Law for any breach of the provisions of this Section would be inadequate, and accordingly, Sellers hereby consent to the granting by any court of an injunction or other equitable relief, without the necessity of actual monetary loss being proved or posting a bond, in order that the breach or threatened breach of such provisions may be effectively restrained.

Noncompetition and Non-solicitation. From and after the Closing Date: (a) Sellers will refrain fromDuring my employment with the Company I shall devote my full working time, either alone or in conjunction skill, energy and efforts to the Company. During my employment with any other Person, or directly or indirectly through its present or future Affiliates, employees or consultants, the Company and for a period of five twelve (512) months after termination of my employment for any reason other than due to layoff or termination by the Company without Cause (collectively, the “Non-Compete Period”), I shall not, on my own behalf, or as owner, manager, stockholder, consultant, director, officer, or employee of any business entity (except as a holder of not more than one (1%) percent of the stock of a publicly held company) participate, directly or indirectly, in any capacity involving any of the services that I provided to the Company at any time during my employment or, with respect to the portion of the Non-Compete Period that follows the termination of my employment, during the last two years of my employment, in any business that is a Competitive Business anywhere in the Restricted Area. Notwithstanding the foregoing, Section 6(a) shall not preclude me from the Closing Date: becoming an employee of, or from otherwise providing services to, a separate division or operating unit of a multi-divisional business or enterprise (a “Division”) if: (i) employingthe Division by which I am employed, engaging or seeking to employ or engage any Person who had been an Employee or employee of the Corporation or any of its Affiliates as of the date of this Agreement and as of the Closing Date; which I provide services, is not a Competitive Business, (ii) causing I do not provide services, directly or attempting indirectly, to cause any other division or operating unit of such multi-divisional business or enterprise which is a Competitive Business (Aindividually, a “Competitive Division” and collectively, the “Competitive Divisions”) any client, customer or supplier of the Business to terminate or materially reduce its business with the Corporation or any of its Affiliates or (B) any officer, employee or consultant of the Corporation or any of its Affiliates engaged in the Business to resign or sever a relationship with the Corporation or any of its Affiliates; and and (iii) participating the Competitive Divisions, in the aggregate, accounted for less than one-third of the multi-divisional business or engaging enterprises’ consolidated revenues for the fiscal year, and each subsequent quarterly period, prior to my commencement of employment with the Division. I hereby acknowledge that my receipt of the grant of equity set forth in (other than through the ownership Offer Letter is contingent upon my agreement to the non-competition provisions set forth herein, and I further acknowledge that my receipt of 5% or less of any class of securities registered under the Securities Exchange Act of 1934, as amended) cash severance payments set forth in the slotOffer Letter are contingent upon my continued compliance with the non-machine routing business within a sixty (60) mile radius from any location where the Corporation currently conducts the Business, including the Existing Locationscompetition provisions set forth herein. I acknowledge and agree that such consideration is fair and reasonable in exchange for my compliance with such non-competition obligations. (b) The provisions During my employment with the Company and for a period of Section 10.6(a) shall not be deemed to preclude Sellers from owning and investing in those casino properties set forth on Schedule 10.6 located in Deadwood, South Dakota 12 months after termination of my employment for any reason (the “Existing LocationsNon-Solicitation Period”). At all times following the Closing, the PurchaserI shall not, through its ownership directly or indirectly, solicit, induce, attempt to hire or engage, or hire or engage any employee of the CorporationCompany (or any person who may have been employed by the Company during the two years preceding the restricted activity), shall provide slot machine services at each or assist in such solicitation, inducement, attempt to hire or engage or hiring or engagement by any other person or business entity or encourage any such employee or any independent contractor of the Existing Locations pursuant Company (or any person or entity who may have been engaged by the Company as an independent contractor during the two years preceding the restricted activity) to existing agreements entered into terminate or diminish his, her or its employment or engagement with the owners or operators (the “Existing Agreements”). At all times following the Closing, each of the Sellers hereby covenants and agrees to use their collective best efforts to assist the Purchaser and the Corporation to maintain the current business relationship between the Corporation and the owners or operators at each of the Existing Locations pursuant to the Existing Agreements. In furtherance of the foregoing sentence, each of the Sellers shall use their collective best efforts to encourage the owners or operators at each of the Existing Locations to maintain its existing business relationship with the Corporation at all times following the Closing. In the event the business relationship with the Corporation at any of the Existing Locations is terminated, following such termination Sellers will in no way assist, advise or otherwise counsel such owners or operators in any manner whatsoever including, without limitation, with respect to slot machines or services related theretoCompany. (c) From During the date Non-Solicitation Period, I shall not, directly or indirectly (i) solicit or encourage any customer, vendor, supplier or other business partner of execution the Company to terminate or diminish its relationship with them; or (ii) seek to persuade any such customer, vendor, supplier or other business partner, or any prospective customer, vendor, supplier or other business partner of the Company, to conduct with anyone else any business or activity which such customer, vendor, supplier or other business partner conducts or could conduct, or such prospective customer, vendor, supplier or other business partner could conduct, with the Company; provided, however, that these restrictions shall apply only with respect to those persons and entities who are or have been a customer, vendor, supplier or other business partner of the Company at any time within the two years preceding the activity restricted by this Agreement through Section 6(c) or whose business has been solicited on behalf of the Closing Date, the Sellers will refrain from, either alone or in conjunction with Company by any other Person (including, without limitation, present or future Affiliatesof its officers, employees or consultants)agents within such two year period, directly other than by form letter, blanket mailing or indirectly: (i) employing, engaging or seeking to employ or engage any Person that is an employee of the Corporation or any of its Affiliates as of the date of this Agreement; and (ii) causing or attempting to cause (A) any client, customer or supplier of the Business to terminate or materially reduce its business with the Corporation or any of its Affiliates or (B) any officer, employee or consultant of the Corporation or any of its Affiliates engaged in the Business to resign or sever a relationship with the Corporation or any of its Affiliatespublished advertisement. (d) Sellers agree that any remedy at Law for any breach For purposes of the provisions of this Section would be inadequate, and accordingly, Sellers hereby consent to the granting by any court of an injunction or other equitable relief, without the necessity of actual monetary loss being proved or posting a bond, in order that the breach or threatened breach of such provisions may be effectively restrained.6(a):

Noncompetition and Non-solicitation. From The Sellers acknowledge and after agree that the Acquired Company has over many years devoted substantial time, effort and resources to developing the Acquired Company’s trade secrets and other confidential and proprietary information, as well as the Acquired Company’s relationships with customers, suppliers, employees and others doing business with the Acquired Company; that such relationships, trade secrets and other information are vital to the successful conduct of the Acquired Company’s businesses in the future; that because of the Sellers’ access to the Acquired Company’s confidential information and trade secrets, the Sellers would be in a unique position to divert business from the Acquired Company and to commit irreparable damage to the Acquired Company were the Sellers to be allowed to compete with the Acquired Company or to commit any of the other acts prohibited below; that the enforcement of the restrictive covenants against the Sellers would not impose any undue burden upon any Seller; and that the ability to enforce the restrictive covenants against the Sellers is a material inducement to the decision of the Purchasers to consummate the transactions contemplated by this Agreement. Accordingly, during the period commencing on the Closing Date:Date and ending twelve (12) months from the Closing Date (the "Restricted Period"): (a) Sellers no Seller or any Affiliate of Seller will, directly or indirectly, engage in any business anywhere in the world that develops, manufactures, produces, markets, sells or distributes any products or provides any services of the kind developed, under development, manufactured, produced, marketed, sold, distributed or provided by the Acquired Company, or own an interest in, manage, operate, join, control, lend money or render financial or other assistance to, be employed by, or participate in or be connected with, as a partner, stockholder, consultant or otherwise, any Person that competes with the Purchaser or the Acquired Company in developing, manufacturing, producing, marketing, selling or distributing any products or providing any services of the kind developed, under development, manufactured, produced, marketed, sold, distributed or provided by the Acquired Company, provided that in no event will refrain fromthe Purchasers, either alone directly or indirectly, form a new entity or will maintain any material equity participation in any other entity, in each case the primary purpose of which is to compete with the Acquired Company until December 31, 2019. The Restricted Period will be extended by the length of any period during which the Seller is in breach of the terms of this Section 5.7(a); CHIDMS1/2982920.1 [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (b) no Seller or any Affiliate of Seller will directly or indirectly, for itself or on behalf of or in conjunction with any other Person, (i) call upon any employee who is, at the time the individual is called upon, an employee of the Purchasers or directly the Acquired Company for the purpose or indirectly through its present with the intent of soliciting such employee away from or future Affiliatesout of the employ of the Purchasers or the Acquired Company, employees or consultants, employ or offer employment to any individual who was or is employed by the Purchasers or the Acquired Company unless such individual will have ceased to be employed by the Purchasers and the Acquired Company for a period of five (5) years from the Closing Date: (i) employing, engaging at least twelve months prior thereto or seeking to employ or engage any Person who had been an Employee or employee of the Corporation or any of its Affiliates as of the date of this Agreement and as of the Closing Date; (ii) causing cause, induce or attempting attempt to cause (A) or induce any clientcustomer, customer strategic partner, supplier, distributor, landlord or supplier of the Business to terminate or materially reduce its others doing business with the Corporation Purchasers or any the Acquired Company to cease or reduce the extent of its Affiliates or (B) any officer, employee or consultant of the Corporation or any of its Affiliates engaged in the Business to resign or sever a business relationship with the Corporation Purchasers or the Acquired Company or to deal with any competitor of its Affiliatesthe Purchasers or the Acquired Company; and (iiiprovided, however, that this Section 5.7(b) participating or engaging in (other than through the ownership of 5% or less of any class of securities registered under the Securities Exchange Act of 1934, as amended) the slot-machine routing business within a sixty (60) mile radius from any location where the Corporation currently conducts the Business, including the Existing Locations. (b) The provisions of Section 10.6(a) shall will not be deemed to preclude Sellers prohibit the Seller from owning and investing engaging in those casino properties set forth on Schedule 10.6 located in Deadwood, South Dakota (the “Existing Locations”). At all times following the Closing, the Purchaser, through its ownership general media advertising or solicitation that may be targeted to a particular geographic or technical area but that is not targeted towards employees of the Corporation, shall provide slot machine services at each of Purchasers or the Existing Locations pursuant to existing agreements entered into with the owners or operators (the “Existing Agreements”). At all times following the Closing, each of the Sellers hereby covenants and agrees to use their collective best efforts to assist the Purchaser and the Corporation to maintain the current business relationship between the Corporation and the owners or operators at each of the Existing Locations pursuant to the Existing Agreements. In furtherance of the foregoing sentence, each of the Sellers shall use their collective best efforts to encourage the owners or operators at each of the Existing Locations to maintain its existing business relationship with the Corporation at all times following the Closing. In the event the business relationship with the Corporation at any of the Existing Locations is terminated, following such termination Sellers will in no way assist, advise or otherwise counsel such owners or operators in any manner whatsoever including, without limitation, with respect to slot machines or services related thereto. (c) From the date of execution of this Agreement through the Closing Date, the Sellers will refrain from, either alone or in conjunction with any other Person (including, without limitation, present or future Affiliates, employees or consultants), directly or indirectly: (i) employing, engaging or seeking to employ or engage any Person that is an employee of the Corporation or any of its Affiliates as of the date of this AgreementAcquired Company; and (ii) causing or attempting to cause (A) any client, customer or supplier of the Business to terminate or materially reduce its business with the Corporation or any of its Affiliates or (B) any officer, employee or consultant of the Corporation or any of its Affiliates engaged in the Business to resign or sever a relationship with the Corporation or any of its Affiliates. (d) Sellers agree that any remedy at Law for any breach of the provisions of this Section would be inadequate, and accordingly, Sellers hereby consent to the granting by any court of an injunction or other equitable relief, without the necessity of actual monetary loss being proved or posting a bond, in order that the breach or threatened breach of such provisions may be effectively restrained.and