Common use of Restrictive Covenants Clause in Contracts

Restrictive Covenants. Employee covenants with the Company as follows (as used in this Section 5, "Company" shall include the Company and its subsidiaries and Affiliates): (a) Employee shall not disclose or reveal to any unauthorized person or knowingly use for Employee’s own benefit, any trade secret or other confidential information relating to the Company, or to any of the businesses operated by it, including, without limitation, any customer lists, customer needs, price and performance information, processes, specifications, hardware, software, devices, supply sources and characteristics, business opportunities, potential business interests, marketing, promotional pricing and financing techniques, or other information relating to the business of the Company, and Employee confirms that such information constitutes the exclusive property of the Company. Such restrictions shall not apply to information which is generally (i) available in the industry or (ii) disclosed through no fault of Employee or (iii) required to be disclosed pursuant to applicable law or regulation or the order of a governmental or regulatory body (provided that the Company is given reasonable notice of any such required disclosure). Employee agrees that Employee will return to the Company upon request, but in any event upon termination of employment, any physical embodiment of any confidential information and/or any summaries containing any confidential information, in whole in part, in any media. For the avoidance of doubt, nothing in this Agreement is intended to impair the Employee’s rights to make disclosures under any applicable Federal whistleblower law. (b) During the term of employment, and for a period of one year following termination of such employment for any reason or payment of any compensation, whichever occurs last, Employee shall not engage, directly or indirectly (which includes, without limitation, owning, managing, operating, controlling, being employed by, giving financial assistance to, participating in or being connected in any material way with any person or entity), anywhere in the United States in any activities with KeHe Distributors, LLC (or any subsidiary or Affiliated entity thereof), any other company which is a direct competitor of the Company and any other company that conducts any business for which the Employee is uniquely qualified to serve as a member of senior management as a result of his service to the Company, which for purposes of this Agreement shall mean the following companies: C&S Wholesale Grocers, Inc., (or any subsidiary or Affiliated entity thereof) with respect to (i) the Company’s activities on the date hereof and/or (ii) any activities which the Company becomes involved in during the Employee’s term of employment; provided, however, that Employee’s ownership as a passive investor of less than five percent (5%) of the issued and outstanding stock of a publicly held corporation so engaged, shall not by itself be deemed to constitute such competition. Further, during such one-year period Employee shall not act to induce any of the Company’s vendors, customers or employees to take action that might be disadvantageous to the Company or otherwise disturb such party’s relationship with the Company. (c) Employee hereby acknowledges that Employee will treat as for the Company’s sole benefit, and fully and promptly disclose and assign to the Company without additional compensation, all ideas, information, discoveries, inventions and improvements which are based upon or related to any confidential information protected under Section 5(a) herein, and which are made, conceived or reduced to practice by Employee during Employee’s employment by the Company and within one year after termination thereof. The provisions of this subsection (c) shall apply whether such ideas, discoveries, inventions, improvements or knowledge are conceived, made or gained by Employee alone or with others, whether during or after usual working hours, either on or off the job, directly or indirectly related to the Company’s business interests (including potential business interests), and whether or not within the realm of Employee’s duties. (d) Employee shall, upon request of the Company, but at no expense to Employee, at any time during or after employment by the Company, sign all instruments and documents and cooperate in such other acts reasonably required to protect rights to the ideas, discoveries, inventions, improvements and knowledge referred to above, including applying for, obtaining and enforcing patents and copyrights thereon in any and all countries. (e) The Employee recognizes that the possible restrictions on the Employee’s activities which may occur as a result of the Employee’s performance of the Employee’s obligations under Sections 5(a) and (b) of this Agreement are required for the reasonable protection of the Company and its investments, and the Employee expressly acknowledges that such restrictions are fair and reasonable for that purpose. The Employee acknowledges that money damages would not be an adequate or sufficient remedy for any breach of Sections 5(a) and (b), and that in the event of a breach or threatened breach of Sections 5(a) and (b), the Company, in addition to other rights and remedies existing in its favor, shall be entitled, as a matter of right, to injunctive relief, including specific performance, from a court of competent jurisdiction in order to enforce, or prevent any violations of, the provisions of Sections 5(a) and (b). The terms of this Section 5(e) shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, including but not limited to the recovery of damages from the Employee. If any of the provisions of this Agreement are held to be in any respect an unreasonable restriction upon Employee then they shall be deemed to extend only over the maximum period of time, geographic area, and/or range of activities as to which they may be enforceable. The Employee expressly agrees that all payments and benefits due the Employee under this Agreement shall be subject to the Employee’s compliance with the provisions set forth in this Section 5. (f) Except with respect to any shorter term as expressly provided herein, this Section 5 shall survive the expiration or earlier termination of Employee’s relationship with the Company for a period of ten (10) years.

Restrictive Covenants. Employee covenants with the Company as follows (as used in this Section 5, "Company" shall include the Company and its subsidiaries and Affiliates): (a) Employee shall not disclose or reveal to any unauthorized person or knowingly use for Employee’s own benefit, any trade secret or other confidential information relating to During the Company, or to any Term of the businesses operated by it, including, without limitation, any customer lists, customer needs, price and performance information, processes, specifications, hardware, software, devices, supply sources and characteristics, business opportunities, potential business interests, marketing, promotional pricing and financing techniques, or other information relating to the business of the Company, and Employee confirms that such information constitutes the exclusive property of the Company. Such restrictions shall not apply to information which is generally (i) available in the industry or (ii) disclosed through no fault of Employee or (iii) required to be disclosed pursuant to applicable law or regulation or the order of a governmental or regulatory body (provided that the Company is given reasonable notice of any such required disclosure). Employee agrees that Employee will return to the Company upon request, but in any event upon termination of employment, any physical embodiment of any confidential information and/or any summaries containing any confidential information, in whole in part, in any media. For the avoidance of doubt, nothing in this Agreement is intended to impair the Employee’s rights to make disclosures under any applicable Federal whistleblower law. (b) During the term of employment, and for a period of one (1) year following after termination of such the Executive's employment with Company for any reason, the Executive shall not, anywhere in the Restricted Area (as defined in the penultimate sentence of Section 6(b)), directly or indirectly, for her own account, or on behalf of any other third person or entity: 1. perform any services of the type she performed for the Company under this Agreement for any business engaged in whole or in part in competition with the business in which the Company is engaged or proposes to be engaged at the time of the Executive's termination of employment for any reason or payment of any compensation, whichever occurs last, Employee shall not engage, directly or indirectly (which includes, without limitation, owning, managing, operating, controlling, being employed by, giving financial assistance to, participating in or being connected in any material way with any person or entitya "Competitive Business"), anywhere except as set forth in the United States in Section 6(c) below; 2. solicit or accept any activities with KeHe Distributors, LLC (business from any client or any subsidiary or Affiliated entity thereof), any other company which is a direct competitor active prospect of the Company and that was a client or active prospect of the Company (each, a "Client") at any other company that conducts any business for which time during the Employee is uniquely qualified one (1) year period prior to serve as a member the Executive's termination of senior management as a result of his service to employment with the Company, which for purposes of this Agreement shall mean the following companies: C&S Wholesale Grocers, Inc., (or any subsidiary or Affiliated entity thereof) with respect to (i) the Company’s activities on the date hereof and/or (ii) any activities which the Company becomes involved in during the Employee’s term of employment; provided, however, that Employee’s ownership (A) if the Executive had an existing relationship with such Client prior to her commencement of services for the Company pursuant to the Consulting Agreement (as defined in Section 9(e) hereof), she may solicit or accept any such business so long as it would not constitute a passive investor of less than five percent Competitive Business; and (5%B) in no event shall the Executive solicit or accept any business under this subsection 6(a).1 if she knows or has reason to believe that such business would cause the Client to sever or otherwise materially diminish the level of the issued and outstanding stock of a publicly held corporation so engaged, shall not by itself be deemed to constitute such competition. Further, during such one-year period Employee shall not act to induce any existing business relationship of the Client with the Company’s vendors; ; or 3. solicit for employment, customers recruit or employees to take action that might be disadvantageous hire any person who was an employee or independent contractor to the Company or otherwise disturb such party’s relationship at any time during the one (1) year period prior to the Executive's termination of employment with the Company. (cb) Employee hereby acknowledges that Employee will treat as for Any investment the Company’s sole benefit, and fully and promptly disclose and assign Executive may make in a business in competition with Company shall not be considered to the Company without additional compensation, all ideas, information, discoveries, inventions and improvements which are based upon or related give rise to any confidential information protected under Section 5(a) herein, and which are made, conceived or reduced to practice by Employee during Employee’s employment by the Company and within one year after termination thereof. The provisions a violation of this subsection covenant if the following three conditions are met: (ci) shall apply whether the stock of such ideasbusiness is publicly traded, discoveries, inventions, improvements or knowledge are conceived, made or gained by Employee alone or with others, whether during or after usual working hours, either on or off (ii) the job, directly or indirectly related to the Company’s Executive's equity interest in such business interests does not exceed three percent (including potential business interests), and whether or not within the realm of Employee’s duties. (d3%) Employee shall, upon request of the Company, but at no expense to Employee, at any time during or after employment by the Company, sign all instruments and documents and cooperate in aggregate outstanding equity interests of such other acts reasonably required to protect rights to the ideas, discoveries, inventions, improvements and knowledge referred to above, including applying for, obtaining and enforcing patents and copyrights thereon in any and all countries. (e) The Employee recognizes that the possible restrictions on the Employee’s activities which may occur as a result of the Employee’s performance of the Employee’s obligations under Sections 5(a) business and (biii) the Executive does not otherwise participate in the management or operational affairs of such business. For purposes of this Agreement are required for Agreement, the reasonable protection of Restricted Area shall be the Company and its investments, and the Employee expressly acknowledges that such restrictions are fair and reasonable for that purposeentire world. The Employee acknowledges that money damages would not be an adequate or sufficient remedy for any breach of Sections 5(a) and (b), and that in In the event of a breach or threatened breach of Sections 5(a) and (b), the Company, in addition to termination other rights and remedies existing in its favor, shall be entitled, as a matter of right, to injunctive relief, including specific performance, from a court of competent jurisdiction in order to enforcethan for Cause, or prevent any violations ofthe Executive's termination for Good Reason, the provisions of Sections 5(a) and (b). The terms of this Section 5(e) shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, including but not limited to the recovery of damages from the Employee. If any of the provisions of this Agreement are held to be in any respect an unreasonable restriction upon Employee then they 6 shall be deemed to extend only over conditioned upon the maximum period of time, geographic area, and/or range of activities as to which they may be enforceable. The Employee expressly agrees that all payments and benefits due the Employee under this Agreement shall be subject to the Employee’s Company's compliance with the provisions set forth in this of Section 54(b). (fc) Except with respect Notwithstanding anything to any shorter term as expressly provided hereinthe contrary contained in Section 6(a) above, this Section 5 shall survive the expiration or earlier termination of Employee’s relationship with the Company Executive may provide services for a period company a division of ten (10) yearswhich engages in a Competitive Business, provided, however, that the Executive does not provide services or advice of any sort for such competitive division.

Restrictive Covenants. Employee covenants with the Company as follows (as used in this Section 5, "Company" shall include the Company and its subsidiaries and Affiliates): (a) Employee Seller agrees that, beginning on the Closing Date and ending on the five (5) year anniversary of the Closing Date (the “Restrictive Period”), neither Seller nor any of its Controlled Affiliates shall, directly or indirectly, engage with, manage, operate, have any ownership interest in any Person that engages in, manages or operates a business that is competitive with any Business or competes directly for customers of any Business, in each case, with respect to a Business, anywhere in the world; provided, however, that it shall not disclose be a violation of this Section 5.3(a) for Seller or reveal any of its Controlled Affiliates (A) to own, directly or indirectly, solely as an investment, securities of any publicly traded Person if Seller or any of its Controlled Affiliates (1) is not a controlling Person or a member of a group that controls such Person and (2) does not, directly or indirectly, own more than 2% or more of the voting securities of such Person, (B) to perform the activities contemplated by the Ancillary Agreements or (C) to sell chips, wafers, or dies to any unauthorized person or knowingly use for Employee’s own benefit, any trade secret or other confidential information relating to the Company, or to any of the businesses operated by it, including, without limitation, any customer lists, customer needs, price and performance information, processes, specifications, hardware, software, devices, supply sources and characteristics, business opportunities, potential business interests, marketing, promotional pricing and financing techniques, or other information relating to the business of the Company, and Employee confirms that such information constitutes the exclusive property of the Company. Such restrictions shall not apply to information which is generally (i) available in the industry or (ii) disclosed through no fault of Employee or (iii) required to be disclosed pursuant to applicable law or regulation or the order of a governmental or regulatory body (provided that the Company is given reasonable notice of any such required disclosure). Employee agrees that Employee will return to the Company upon request, but in any event upon termination of employment, any physical embodiment of any confidential information and/or any summaries containing any confidential information, in whole in part, in any media. For the avoidance of doubt, nothing in this Agreement is intended to impair the Employee’s rights to make disclosures under any applicable Federal whistleblower lawPerson. (b) During the term of employmentRestrictive Period, Seller agrees that it shall not, and for a period shall cause its Controlled Affiliates and its and their respective officers, directors, employees and agents (if acting on behalf of one year following termination of such employment for any reason Seller or payment of any compensation, whichever occurs last, Employee shall its Controlled Affiliates) not engageto, directly or indirectly (which includesindirectly, without limitation, owning, managing, operating, controlling, being employed by, giving financial assistance to, participating in or being connected in any material way manner, hire, engage, recruit, employ, solicit or otherwise attempt to employ or engage or enter into any business relationship with any person or entity)Business Employee, anywhere in to the United States extent such employee is involved in any activities Business, or induce or attempt to induce any such employee to leave his or her employment with KeHe Distributors, LLC (Buyer or any subsidiary or Affiliated entity thereof), any other company which is a direct competitor of the Company and any other company that conducts any business for which the Employee is uniquely qualified to serve as a member of senior management as a result of his service to the Company, which for purposes of this Agreement shall mean the following companies: C&S Wholesale Grocers, Inc., (or any subsidiary or Affiliated entity thereof) with respect to (i) the CompanyBxxxx’s activities on the date hereof and/or (ii) any activities which the Company becomes involved in during the Employee’s term of employmentAffiliates; provided, however, that Employee’s ownership as the foregoing shall not prohibit Seller its controlled Affiliates or any of their respective officers, directors employees or agents from (i) engaging in general solicitations of employees not specifically targeted at the employees of Buyer, (ii) employing any Person pursuant to a passive investor general solicitation to the public through general advertising or similar methods of less than five percent solicitation by search firms not specifically targeted toward Business Employees, (5%iii) employing any former employee of Buyer who was terminated by Bxxxx or who voluntarily departed employment with Buyer at least six (6) months prior to being employed by Seller or its Controlled Affiliates, or (iv) employing or engaging any former agent of the issued and outstanding stock of a publicly held corporation so engaged, shall not by itself be deemed to constitute such competition. Further, during such one-year period Employee shall not act to induce any of the Company’s vendors, customers or employees to take action that might be disadvantageous to the Company or otherwise disturb such party’s relationship with the CompanyBuyer. (c) Employee hereby acknowledges that Employee will treat as If any provision contained in this Section 5.3 shall for the Company’s sole benefitany reason be held invalid, and fully and promptly disclose and assign to the Company without additional compensationillegal or unenforceable in any respect, all ideassuch invalidity, information, discoveries, inventions and improvements which are based upon illegality or related to unenforceability shall not affect any confidential information protected under Section 5(a) herein, and which are made, conceived or reduced to practice by Employee during Employee’s employment by the Company and within one year after termination thereof. The other provisions of this subsection (c) Section 5.3. It is in the intention of the Parties that if any of the restrictions or covenants contained in this Section 5.3 is held to cover a geographic area or to be for a length of time which is not permitted by Law, or in any way construed to be too broad or to any extent invalid, such provision shall apply whether such ideasnot be construed to be null, discoveriesvoid and of no effect, inventions, improvements or knowledge are conceived, made or gained by Employee alone or with others, whether during or after usual working hours, either on or off the job, directly or indirectly related but to the Company’s business interests (including potential business interests)extent such provision would be valid or enforceable under Law, and whether or not within the realm of Employee’s duties. (d) Employee shall, upon request of the Company, but at no expense to Employee, at any time during or after employment by the Company, sign all instruments and documents and cooperate in such other acts reasonably required to protect rights to the ideas, discoveries, inventions, improvements and knowledge referred to above, including applying for, obtaining and enforcing patents and copyrights thereon in any and all countries. (e) The Employee recognizes that the possible restrictions on the Employee’s activities which may occur as a result of the Employee’s performance of the Employee’s obligations under Sections 5(a) and (b) of this Agreement are required for the reasonable protection of the Company and its investments, and the Employee expressly acknowledges that such restrictions are fair and reasonable for that purpose. The Employee acknowledges that money damages would not be an adequate or sufficient remedy for any breach of Sections 5(a) and (b), and that in the event of a breach or threatened breach of Sections 5(a) and (b), the Company, in addition to other rights and remedies existing in its favor, shall be entitled, as a matter of right, to injunctive relief, including specific performance, from a court of competent jurisdiction in order to enforce, shall construe and interpret or prevent any violations of, the provisions of Sections 5(a) and (b). The terms of reform this Section 5(e) shall not prevent the Company from pursuing any other available remedies 5.3 to provide for any breach or threatened breach hereof, including but not limited to the recovery of damages from the Employee. If any of the provisions of this Agreement are held to be in any respect an unreasonable restriction upon Employee then they shall be deemed to extend only over a covenant having the maximum period of time, enforceable geographic area, and/or range of activities time period and other provisions (not greater than those contained herein) as to which they may be enforceable. The Employee expressly agrees that all payments and benefits due the Employee under this Agreement shall be subject to the Employee’s compliance with the provisions set forth in this Section 5valid and enforceable under such Law. (f) Except with respect to any shorter term as expressly provided herein, this Section 5 shall survive the expiration or earlier termination of Employee’s relationship with the Company for a period of ten (10) years.

Restrictive Covenants. Employee covenants with the Company as follows (as used in this Section 5, "Company" shall include the Company and its subsidiaries and Affiliates): (a) Employee shall EXECUTIVE acknowledges that investor lists, customer lists, technical, financial, and other confidential information of NAPCO or any third party with which NAPCO is in technical or commercial cooperation, or which ​ EXECUTIVE may obtain knowledge in the course of and by virtue of his employment, constitutes valuable and confidential assets and that unauthorized disclosure or utilization thereof would be detrimental to NAPCO. EXECUTIVE therefore agrees that he will not disclose or reveal to any unauthorized person utilize, either during his employment or knowingly use for Employee’s own benefitthereafter, any trade secret such technical or other confidential information relating to information, without first obtaining the Company, or to any prior written consent of the businesses operated by it, including, without limitation, any customer lists, customer needs, price and performance information, processes, specifications, hardware, software, devices, supply sources and characteristics, business opportunities, potential business interests, marketing, promotional pricing and financing techniques, or other information relating to the business of the Company, and Employee confirms that such information constitutes the exclusive property of the Company. Such restrictions shall not apply to information which is generally (i) available in the industry or (ii) disclosed through no fault of Employee or (iii) required to be disclosed pursuant to applicable law or regulation Chairman or the order Executive Vice President of a governmental Operations and CFO of NAPCO thereto, except as such disclosure or regulatory body (provided that the Company is given reasonable notice of any such utilization may be required disclosure). Employee agrees that Employee will return by EXECUTIVE's service to the Company upon request, but in any event upon termination of employment, any physical embodiment of any confidential information and/or any summaries containing any confidential information, in whole in part, in any media. For the avoidance of doubt, nothing in this Agreement is intended to impair the Employee’s rights to make disclosures under any applicable Federal whistleblower NAPCO or by law. (b) During All financial marketing, investor and business contacts, business opportunities, trade secrets and proprietary information including, but not limited to, all formulas, patterns, designs, sales and business plans, financial market and investor relations plans, plant secrets, processes, methods for determination of costs, customer lists, and other confidential secrets, or internal information which heretofore have been or hereafter may be conceived by or disclosed to EXECUTIVE in the term course of EXECUTIVE's employment, shall at all times be and for a period remain the sole and exclusive property of one year following termination of such NAPCO, except as required by law or by EXECUTIVE's employment for at NAPCO, and shall be kept confidential by EXECUTIVE and not be utilized personally be EXECUTIVE or divulged by EXECUTIVE to any reason third party or payment of any compensation, whichever occurs last, Employee shall not engage, directly or indirectly (which includes, without limitation, owning, managing, operating, controlling, being employed by, giving financial assistance to, participating in or being connected in any material way with any person or entity), anywhere in the United States in any activities with KeHe Distributors, LLC (or any subsidiary or Affiliated entity thereof), any other company which is a direct competitor of the Company and any other company that conducts any business for which the Employee is uniquely qualified to serve as a member of senior management as a result of his service to the Company, which for purposes of this Agreement shall mean the following companies: C&S Wholesale Grocers, Inc., (or any subsidiary or Affiliated entity thereof) with respect to (i) the Company’s activities on the date hereof and/or (ii) any activities which the Company becomes involved in during the Employee’s term of employment; provided, however, that Employee’s ownership as a passive investor of less than five percent (5%) of the issued and outstanding stock of a publicly held corporation so engaged, shall not by itself be deemed to constitute such competition. Further, during such one-year period Employee shall not act to induce any of the Company’s vendors, customers or employees to take action that might be disadvantageous to the Company or otherwise disturb such party’s relationship with the Companycompany. (c) Employee hereby acknowledges that Employee will treat All inventions, improvements, patent pendings, ideas concerning ​ patents or improvements relating thereto (collectively hereinafter referred to as for "Inventions") which EXECUTIVE solely, or with others, receives or reduces to practice or may conceive in the Company’s sole benefitcourse of such employment or with the use of NAPCO time, and fully and promptly disclose and assign to the Company without additional compensationmaterial or facilities, all ideas, information, discoveries, inventions and improvements which are based upon or related relating to any confidential information protected under Section 5(a) herein, and subject matter with which are made, conceived my work for NAPCO is or may be concerned or reduced to practice by Employee during Employee’s the term of my employment by NAPCO, shall be the Company and within one year after termination thereof. The provisions sole property of this subsection (c) shall apply whether such ideas, discoveries, inventions, improvements or knowledge are conceived, made or gained by Employee alone or with others, whether during or after usual working hours, either on or off the job, directly or indirectly related to the Company’s business interests (including potential business interests), and whether or not within the realm of Employee’s dutiesNAPCO. (d) Employee shallEXECUTIVE shall promptly disclose in writing to NAPCO and maintain adequate and current written records of such Inventions, upon request in the form of notes, sketches, drawings or reports, which shall be the Companyproperty of NAPCO, but at no expense shall specifically assign to Employee, at any time during NAPCO all such Inventions and shall execute all papers and perform all other lawful acts which NAPCO deems necessary or after employment by advisable for the Company, sign preparation and prosecution of patent applications and the procurement and maintenance of United States and foreign patents and for the transfer of interests therein to NAPCO. It is understood and agreed that all instruments and documents and cooperate in such other acts reasonably required to protect rights expenses incurred with respect to the ideas, discoveries, inventions, improvements and knowledge referred obligations of this paragraph shall be by NAPCO or its nominee. EXECUTIVE shall make no other application for intellectual property relating to above, including applying for, obtaining and enforcing patents and copyrights thereon in any and all countriessuch Inventions without the express written approval of NAPCO. (e) The Employee recognizes that EXECUTIVE shall not make or permit to be made, except pursuant to his duties hereunder and for the possible restrictions sole use and account of NAPCO, any papers or documents, including drawings and records of research, made by EXECUTIVE or at ​ EXECUTIVE's directions or which may come into EXECUTIVE's possession in any way, and EXECUTIVE shall deliver to NAPCO on the Employee’s activities which may occur as a result termination of the Employee’s performance of the Employee’s obligations under Sections 5(a) and (b) of this Agreement are required for the reasonable protection of the Company and its investmentsemployment, and the Employee expressly acknowledges that all such restrictions are fair and reasonable for that purpose. The Employee acknowledges that money damages would not be an adequate or sufficient remedy for any breach of Sections 5(a) and (b), and that materials in the event of a breach or threatened breach of Sections 5(a) and (b), the Company, in addition to other rights and remedies existing in its favor, shall be entitled, as a matter of right, to injunctive relief, including specific performance, from a court of competent jurisdiction in order to enforce, or prevent any violations of, the provisions of Sections 5(a) and (b). The terms of this Section 5(e) shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, including but not limited to the recovery of damages from the Employee. If any of the provisions of this Agreement are held to be in any respect an unreasonable restriction upon Employee then they shall be deemed to extend only over the maximum period of time, geographic area, and/or range of activities as to which they may be enforceable. The Employee expressly agrees that all payments and benefits due the Employee under this Agreement shall be subject to the Employee’s compliance with the provisions set forth in this Section 5EXECUTIVE's possession. (f) Except EXECUTIVE agrees that during the term of employment hereunder, he will not, except with respect the prior written consent of the Chairman or the Executive Vice President of Operations and CFO of NAPCO, directly or indirectly engage in, or accept any position as an agent, employee, officer or director of, or consult, advise with, invest in, or otherwise in any way give assistance to aid any person, firm or corporation (or any of their related entities) engaged in the security alarm, fire alarm, security lock, security hardware, architectural locking, exit push doors, door closers, video security, home automation or entry access products industries either as a manufacturer, dealer, integrator, sales representative, technical representative, and/or distributor. Nothing in this subsection will prevent EXECUTIVE from receiving, maintaining or divesting shares in the security alarm, fire alarm, security lock, security hardware, architectural locking, exit push doors, door closers, video security, home automation or entry access products industries that have been, are, or will be accumulated or awarded based on EXECUTIVE’s prior employment. (g) For a period of two (2) years after such termination of EXECUTIVE's employment hereunder, EXECUTIVE will not, without the prior written consent of NAPCO, directly or indirectly engage in, or accept any position as agent, employee, ​ ​ officer or director of, or consult, advise with, invest in (except in insignificant amounts) or otherwise in anyway give assistance or aid to any shorter term person, firm, or corporation (or any of their related entities) engaging in business which relates directly or indirectly with the security alarm, fire alarm, security lock, security hardware, architectural locking, exit push doors, door closers, video security, home automation or entry access products businesses of NAPCO or which would be competitive or a competitive substitute with any product(s) or product lines in the security alarm, fire alarm, security lock, security hardware, architectural locking, exit push doors, door closers, video security, home automation or entry access products businesses of NAPCO either as expressly provided hereina manufacturer, this Section 5 shall survive dealer, integrator, sales representative, technical representative, and/or distributor of which NAPCO was involved with at the expiration or earlier time of termination of EmployeeEXECUTIVE's employment hereunder. (h) EXECUTIVE covenants and agrees that so long as he is in the employ of NAPCO and after leaving the employ of NAPCO, he will not directly or indirectly disclose, communicate, divulge or furnish to or use for the benefit of himself (except while he is in the employ solely and in the pursuit of the activities of NAPCO) or any other person, firm or corporation, any other of the trade secrets, designs, improvements, marketing plans, financial market and investor relations plans, inventions of NAPCO belonging to NAPCO, or the designs, or processes of distribution, or processes of manufacture of any product or article sold or distributed by NAPCO, which EXECUTIVE may learn by virtue by his activities or which he ​ may develop for NAPCO. (i) For a period of two (2) years after the termination of EXECUTIVE’s employment with NAPCO, EXECUTIVE will not interfere with NAPCO’s business by, either directly or indirectly, (i) soliciting an employee to leave NAPCO’s employ, (ii) inducing a consultant to sever the consultant’s relationship with the Company for NAPCO, (iii) soliciting business from any of NAPCO’s customers, financial contacts or investors, (iv) making any disparaging communications about NAPCO, or (iv) assisting any entity, either directly or indirectly, in making a period hostile takeover bid of ten (10) yearsNAPCO.

Restrictive Covenants. Employee covenants with the Company as follows (as used in this Section 5, "Company" shall include the Company and its subsidiaries and Affiliates): (a) Employee shall not disclose or reveal to any unauthorized person or knowingly use for Employee’s own benefit, any trade secret or other confidential information relating In light of the unique and valuable services it is expected Adshead will render to the CompanyCorporation, or to any Adshead's knowledge of the businesses operated by it, including, without limitation, any customer lists, customer needs, price business of the Corporation and performance information, processes, specifications, hardware, software, devices, supply sources and characteristics, business opportunities, potential business interests, marketing, promotional pricing and financing techniques, or other proprietary information relating to the business of the CompanyCorporation and similar knowledge regarding the Corporation it is expected Adshead will obtain during the course of his engagement by the Corporation, and Employee confirms in consideration of this Agreement and the Fees to be paid by the Corporation hereunder, Adshead agrees that such information constitutes for so long as this Agreement is in effect and for a period of one year thereafter (the exclusive property "Covenant Period"), he will not compete, directly or indirectly, with the Corporation or any of its subsidiaries now owned or hereafter acquired (for purposes of this Section 8, the Company. Such restrictions shall not apply to information which is generally "Corporation") or, directly or indirectly (i) available except as permitted by Section 3 hereof), own, manage, operate, control, loan money to, or participate in the industry ownership, management, operation or (ii) disclosed through no fault control of, or be connected with as a director, officer, employee, partner, consultant, agent, independent contractor or otherwise, or acquiesce in the use of Employee or (iii) required to be disclosed pursuant to applicable law or regulation or the order of a governmental or regulatory body (provided that the Company is given reasonable notice of any such required disclosure). Employee agrees that Employee will return to the Company upon request, but in any event upon termination of employmenthis name in, any physical embodiment of any confidential information and/or any summaries containing any confidential informationother business or organization which competes, in whole in partdirectly or indirectly, with the Corporation, in any media. For geographical area in which the avoidance Corporation is then conducting business or any geographical area in which, to the knowledge of doubtAdshead, nothing in this Agreement is intended the Corporation plans to impair the Employee’s rights to make disclosures under any applicable Federal whistleblower lawconduct business within a six (6) month period. (b) During the term of employmentCovenant Period, and for a period of one year following termination of such employment for any reason or payment of any compensation, whichever occurs last, Employee shall not engageAdshead will not, directly or indirectly (which includesindirectly, without limitation, owning, managing, operating, controlling, being employed by, giving financial assistance to, participating in either individually or being connected in on behalf of any material way with any other person or entity), anywhere in the United States in any activities with KeHe Distributors, LLC (or any subsidiary or Affiliated entity thereof), any other company which is a direct competitor of the Company and any other company that conducts any business for which the Employee is uniquely qualified to serve as a member of senior management as a result of his service to the Company, which for purposes of this Agreement shall mean the following companies: C&S Wholesale Grocers, Inc., (or any subsidiary or Affiliated entity thereof) with respect to (i) solicit customers, suppliers, or other business relations of the Company’s activities on Corporation for the date hereof and/or purpose of interfering with or encouraging them to terminate their relationship with the Corporation, or (ii) any activities which the Company becomes involved in during the Employee’s term of employment; provided, however, that Employee’s ownership as a passive investor of less than five percent encourage other employees (5%full-time or part-time) of the issued and outstanding stock of a publicly held corporation so engaged, shall not by itself be deemed Corporation to constitute such competition. Further, during such one-year period Employee shall not act to induce any of the Company’s vendors, customers or employees to take action that might be disadvantageous to the Company or otherwise disturb such party’s relationship terminate their employment with the CompanyCorporation. (c) Employee hereby acknowledges It is acknowledged and agreed that Employee will treat as the restrictions contained in this Section 8, including, without limitation, the time periods and the geographical areas of the restrictions, are fair and reasonable and do not place any undue hardship on Adshead, and are reasonably required for the Company’s sole benefitprotection of the goodwill, the business, and fully the interests of the Corporation and promptly disclose and assign to the Company without additional compensationits officers, all ideas, information, discoveries, inventions and improvements which are based upon or related to any confidential information protected under Section 5(a) hereindirectors, and which are made, conceived or reduced to practice by Employee during Employee’s employment by the Company and within one year after termination thereof. The provisions of this subsection (c) shall apply whether such ideas, discoveries, inventions, improvements or knowledge are conceived, made or gained by Employee alone or with others, whether during or after usual working hours, either on or off the job, directly or indirectly related to the Company’s business interests (including potential business interests), and whether or not within the realm of Employee’s dutiesother employees. (d) Employee shall, upon request It is the desire and intent of the Company, but at no expense to Employee, at any time during or after employment by parties that the Company, sign all instruments and documents and cooperate in such other acts reasonably required to protect rights provisions of this Section 8 shall be enforced to the ideasfullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, discoveriesif any particular provision of this Section 8 shall be adjudicated to be invalid or unenforceable, inventionssuch provision shall be deemed amended to delete therefrom the portion thus adjudicated to be invalid or unenforceable. Such deletion shall apply only with respect to the operation of such provisions of this Section 8 in the particular jurisdiction in which such adjudication is made. In addition, improvements if the scope of any restriction contained in this Section 8 is too broad to permit enforcement thereof to its fullest extent, then such restriction shall be enforced to the maximum extent permitted by law, and knowledge referred to above, including applying for, obtaining Adshead hereby consents and enforcing patents and copyrights thereon agrees that such scope may be judicially modified in any and all countriesproceeding brought to enforce such restriction. (e) The Employee recognizes that the possible restrictions on the Employee’s activities which may occur as a result of the Employee’s performance of the Employee’s obligations under Sections 5(a) and (b) of this Agreement are required for the reasonable protection of the Company and its investments, and the Employee expressly acknowledges that such restrictions are fair and reasonable for that purpose. The Employee acknowledges that money damages would not be an adequate or sufficient remedy for any breach of Sections 5(a) and (b), and that in In the event of a breach or threatened breach of Sections 5(a) and (b), the Company, in addition to other rights and remedies existing in its favor, shall be entitled, as a matter of right, to injunctive relief, including specific performance, from a court of competent jurisdiction in order to enforce, or prevent any violations of, the provisions of Sections 5(a) and (b). The terms of this Section 5(e) shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, including but not limited to the recovery of damages from the Employee. If any by Adshead of the provisions of this Agreement are held to be in any respect an unreasonable restriction upon Employee then they Section 8, the Corporation shall be deemed entitled to extend only over the maximum period of time, geographic area, and/or range of activities an injunction and such other equitable relief as to which they may be enforceablenecessary or desirable to enforce the restrictions contained herein. The Employee expressly agrees that all payments and benefits due the Employee under this Agreement Nothing herein contained shall be subject to construed as prohibiting the Employee’s compliance with the provisions set forth in Corporation from pursuing any other remedies available for such breach or threatened breach or any other breach of this Section 5Agreement. (f) Except with respect to any shorter term as expressly provided herein, this Section 5 shall survive the expiration or earlier termination of Employee’s relationship with the Company for a period of ten (10) years.

Restrictive Covenants. Employee covenants You agree that during your employment with the Company as follows (as used in this Section 5, "Company" shall include the Company and its subsidiaries and Affiliates): (a) Employee shall not disclose or reveal to any unauthorized person or knowingly use for Employee’s own benefit, any trade secret or other confidential information relating to the Company, or to any of the businesses operated by it, including, without limitation, any customer lists, customer needs, price and performance information, processes, specifications, hardware, software, devices, supply sources and characteristics, business opportunities, potential business interests, marketing, promotional pricing and financing techniques, or other information relating to the business of the Company, and Employee confirms that such information constitutes the exclusive property of the Company. Such restrictions shall not apply to information which is generally (i) available in the industry or (ii) disclosed through no fault of Employee or (iii) required to be disclosed pursuant to applicable law or regulation or the order of a governmental or regulatory body (provided that the Company is given reasonable notice of any such required disclosure). Employee agrees that Employee will return to the Company upon request, but in any event upon termination of employment, any physical embodiment of any confidential information and/or any summaries containing any confidential information, in whole in part, in any media. For the avoidance of doubt, nothing in this Agreement is intended to impair the Employee’s rights to make disclosures under any applicable Federal whistleblower law. (b) During the term of employment, and for a period of one year twelve (12) months following termination the Separation Date (or Termination Date whichever occurs earlier), you will not, directly or indirectly, solicit any actual or prospective customers, vendors, partners or consultants of the Company for purpose of selling or servicing any products or services that compete with the Company, or otherwise impair the relationship with the Company. You also further agree that during your employment with the Company, and for a period of twelve (12) months following the Separation Date (or Termination Date whichever occurs earlier), you will not, directly or indirectly, solicit or attempt to solicit any employee or contractor of the Company to terminate or lessen such employment for any reason or payment contract with the Company, or to perform services on behalf of any compensationperson or entity that competes with the Company. The Parties agree that as of the Separation Date (or Termination Date, whichever occurs lastearlier) you shall be released from any and all non-competition obligations. In addition, Employee during your employment and at all times thereafter, you shall not engagetake any action to materially disparage or criticize the Company or its respective directors, directly officers, employees, partners, members, clients or indirectly (which includes, without limitation, owning, managing, operating, controlling, being employed by, giving financial assistance to, participating in customers or being connected to engage in any material way with other action that injures or hinders the business relationships of such persons. The Company agrees to notify the following people of their obligation not to make any person defamatory or entitydisparaging statement, writing, or communication pertaining to your character, reputation, or business practices: current members of the Strategic Leadership Team (SLT), anywhere in the United States in any activities with KeHe Distributors, LLC (or any subsidiary or Affiliated entity thereof), any other company which is a direct competitor of the Company and any other company that conducts any business for which the Employee is uniquely qualified to serve as a member of senior management as a result of his service to the Company, which for purposes of this Agreement shall mean the following companies: C&S Wholesale Grocers, Inc., (or any subsidiary or Affiliated entity thereof) with respect to (i) the Company’s activities on the date hereof and/or (ii) any activities which the Company becomes involved in during the Employee’s term of employment; provided, however, that Employee’s ownership as a passive investor of less than five percent (5%) of the issued and outstanding stock of a publicly held corporation so engaged, shall not by itself be deemed to constitute such competition. Further, during such one-year period Employee shall not act to induce any current members of the Company’s vendors, customers or employees to take action that might be disadvantageous to the Company or otherwise disturb such party’s relationship with the Company. (c) Employee hereby acknowledges that Employee will treat as for Human Resources Department and the Company’s sole benefitcurrent Board of Directors. In addition to any obligations set forth herein, you understand and acknowledge that you are obligated to continue to comply with your covenants and agreements set forth in your Employee Promises Agreement, and fully and promptly disclose and assign to the Company without additional compensationConfidentiality Agreement, all ideasdated June 11, information, discoveries, inventions and improvements which are based upon or related to any confidential information protected under Section 5(a) herein, and which are made, conceived or reduced to practice by Employee during Employee’s employment by the Company and within one year after termination thereof. The provisions of this subsection 2010 (c) shall apply whether such ideas, discoveries, inventions, improvements or knowledge are conceived, made or gained by Employee alone or with others, whether during or after usual working hours, either on or off the job, directly or indirectly related to the Company’s business interests (including potential business interestsboth attached as Exhibit A), and whether or not within the realm of Employee’s duties. (d) Employee shall, upon request of the Company, but at no expense to Employee, at any time during or after employment by the Company, sign all instruments and documents and cooperate except as provided in such other acts reasonably required to protect rights to the ideas, discoveries, inventions, improvements and knowledge referred to aboveParagraph 9, including applying forthose covenants of yours contained therein relating to confidentiality, obtaining non-solicitation of customers, non-recruitment of employees, vendors, partners or contractors and enforcing patents and copyrights thereon in any and all countries. (e) The Employee recognizes that the possible restrictions on the Employee’s activities which may occur as a result of the Employee’s performance of the Employee’s obligations under Sections 5(a) and (b) of this Agreement are required for the reasonable protection of the Company and its investments, and the Employee expressly acknowledges that such restrictions are fair and reasonable for that purpose. The Employee acknowledges that money damages would not be an adequate or sufficient remedy for any breach of Sections 5(a) and (b), and that in the event of a breach or threatened breach of Sections 5(a) and (b), the Companynon-disparagement, in addition to other rights and remedies existing in its favor, shall be entitled, as a matter of right, to injunctive relief, including specific performance, from a court of competent jurisdiction in order to enforce, or prevent any violations of, accordance with the provisions of Sections 5(a) and (b). The terms of this Section 5(e) shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, including but not limited to the recovery of damages from the Employeethose covenants and agreements. If any of the provisions of this Agreement are held to be in any respect an unreasonable restriction upon Employee then they shall be deemed to extend only over the maximum period of time, geographic area, and/or range of activities as to which they may be enforceable. The Employee expressly agrees that all payments and benefits due the Employee under this Agreement shall be subject to the Employee’s compliance with the provisions Notwithstanding anything set forth in this Section 5. (f) Except with respect Paragraph 8 to any shorter term as expressly provided hereinthe contrary, this Section 5 shall survive the expiration or earlier termination of Employee’s relationship with the Company for a period may excuse you from the restrictive covenants identified in this Paragraph 8, or any portion thereof, in its sole discretion, upon the written agreement of ten (10) yearsthe Company’s CEO.

Restrictive Covenants. Employee covenants with the Company as follows (as used in this Section 5, "Company" shall include the Company and its subsidiaries and Affiliates): (a) Employee shall not disclose or reveal to any unauthorized person or knowingly use for Employee’s own benefitFor a period of two (2) years from and after the Closing Date, any trade secret or other confidential information relating to the Companyneither Parent, or to Seller nor any of the businesses operated by ittheir respective Affiliates shall, includingdirectly or indirectly, without limitation, any customer lists, customer needs, price and performance information, processes, specifications, hardware, software, devices, supply sources and characteristics, business opportunities, potential business interests, marketing, promotional pricing and financing techniques, or other information relating to the business of the Company, and Employee confirms that such information constitutes the exclusive property of the Company. Such restrictions shall not apply to information which is generally (i) available in open any deposit taking facility including any ATM machine, loan origination or processing office, or any facility for the industry rendering or provision of investment, brokerage or investment advisory services, investment products, insurance or estate planning services or products or financial planning services, within a two mile radius of 0000 Xxxxx Xxxxxxxxx Xxxx, Xxxxxxxxx Xxxxx, Xxxxxxxx (the "Competitive Market Area"); (ii) disclosed through no fault engage in targeted marketing of Employee any products or services to Persons within the Competitive Market Area; provided, however, advertisements of general circulation or distribution which are not targeted to Persons within the Competitive Market Area shall not be deemed targeted marketing; (iii) required solicit business from any customers of the Business including depositors and borrowers, except through media advertisements of general circulation or distribution which are not targeted to be disclosed pursuant to applicable law or regulation or the order of a governmental or regulatory body (provided that the Company is given reasonable notice such customers, but excluding depositors and borrowers who are customers of any such required disclosure). Employee agrees Affiliate of Seller as of the Cut-off Time that Employee will return to the Company upon requestare listed on Exhibit E; provided, but in any event upon termination of employment, any physical embodiment of any confidential information and/or any summaries containing any confidential information, in whole in part, in any media. For the avoidance of doubthowever, nothing in this Agreement is intended herein shall preclude an Affiliate of Seller from conducting business with customers of the Business on an unsolicited basis; or (iv) encourage any Person to impair the Employee’s rights to make disclosures under any applicable Federal whistleblower lawcease its relationship or cease doing business with Purchaser or its Affiliates including employees and vendors of Purchaser and its Affiliates. (b) During the term of employment, and for For a period of one year following termination 5 years from and after the Closing Date, neither Seller nor any of such employment for any reason or payment of any compensation, whichever occurs last, Employee its Affiliates shall not engageuse, directly or indirectly (which includesindirectly, without limitation, owning, managing, operating, controlling, being employed by, giving financial assistance to, participating in or being connected in any material way with any person or entity), anywhere in the United States in any activities with KeHe Distributors, LLC (or any subsidiary or Affiliated entity thereof), any other company which is a direct competitor of the Company and any other company that conducts any business for which the Employee is uniquely qualified to serve as a member of senior management as a result of his service to the Company, which for purposes of this Agreement shall mean the following companies: C&S Wholesale Grocers, Inc., (or any subsidiary or Affiliated entity thereof) with respect to (i) the Company’s activities on the date hereof and/or (ii) any activities which the Company becomes involved in during the Employee’s term of employment; provided, however, that Employee’s ownership as a passive investor of less than five percent (5%) of the issued and outstanding stock of a publicly held corporation so engaged, shall not by itself be deemed to constitute such competition. Further, during such one-year period Employee shall not act to induce any of the Company’s vendorstrademarks, customers service marks, trade dress, logos, trade names, or employees corporate name of Seller, or any translations, adaptations or derivations thereof, for any commercial or business purpose whatsoever, or sell or transfer any rights therein, to take action that might be disadvantageous to the Company or otherwise disturb such any third party’s relationship with the Company. (c) Employee hereby acknowledges Seller and Parent agree and acknowledge that Employee will treat as the restrictive covenants set forth in Section 7.13(a) and (b) above are reasonable, appropriate and necessary to induce Purchaser to enter into this Agreement and to consummate the transactions contemplated hereby. Seller and Parent do further acknowledge that Purchaser's remedy at law for the Company’s sole benefitany breach of Section 7.13(a) or (b) above would be inadequate, and fully therefore, Seller and promptly disclose Parent agree that Purchaser shall be entitled to injunctive relief together with monetary damages in the event of any breach of the provisions of Section 7.13(a) or (b) above. In connection with any injunction proceeding, Seller and assign Parent waive the requirement for any bond to the Company without additional compensation, all ideas, information, discoveries, inventions and improvements which are based upon or related to any confidential information protected under Section 5(a) hereinbe posted by Purchaser, and which are madeif a bond is nevertheless required, conceived or reduced to practice by Employee during Employee’s employment by the Company and within one year after termination thereof. The provisions of this subsection (c) shall apply whether such ideas, discoveries, inventions, improvements or knowledge are conceived, made or gained by Employee alone or with others, whether during or after usual working hours, either on or off the job, directly or indirectly related to the Company’s business interests (including potential business interests), and whether or not within the realm of Employee’s dutiesthey agree it should be in a nominal amount. (d) Employee shall, upon request 20% of the Company, but at no expense to Employee, at any time during or after employment by the Company, sign all instruments and documents and cooperate in such other acts reasonably required to protect rights Premium shall be allocable for Tax purposes to the ideas, discoveries, inventions, improvements restrictive covenants under Section 7.13(a) above and knowledge referred to above, including applying for, obtaining and enforcing patents and copyrights thereon in any and all countries. (e) The Employee recognizes that the possible restrictions on the Employee’s activities which may occur as a result 5% of the Employee’s performance of Premium shall be allocable for Tax purposes to the Employee’s obligations under Sections 5(a) and (b) of this Agreement are required for the reasonable protection of the Company and its investments, and the Employee expressly acknowledges that such restrictions are fair and reasonable for that purpose. The Employee acknowledges that money damages would not be an adequate or sufficient remedy for any breach of Sections 5(a) and (brestrictive covenants contained in Section 7.13(b), and that as provided in the event of a breach or threatened breach of Sections 5(a) and (b), the Company, in addition to other rights and remedies existing in its favor, shall be entitled, as a matter of right, to injunctive relief, including specific performance, from a court of competent jurisdiction in order to enforce, or prevent any violations of, the provisions of Sections 5(a) and (b). The terms of this Section 5(e) shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, including but not limited to the recovery of damages from the Employee. If any of the provisions of this Agreement are held to be in any respect an unreasonable restriction upon Employee then they shall be deemed to extend only over the maximum period of time, geographic area, and/or range of activities as to which they may be enforceable. The Employee expressly agrees that all payments and benefits due the Employee under this Agreement shall be subject to the Employee’s compliance with the provisions set forth in this Section 5. (f) Except with respect to any shorter term as expressly provided herein, this Section 5 shall survive the expiration or earlier termination of Employee’s relationship with the Company for a period of ten (10) years.Exhibit C.

Restrictive Covenants. Employee covenants with the Company as follows (as used in this Section 5, "Company" shall include the Company and its subsidiaries and Affiliates): (a) Employee shall not disclose Executive hereby acknowledges and recognizes that during the term of employment by the Corporation, Executive will be privy to trade secrets and confidential proprietary information critical to the Corporation's business and Executive further acknowledges and recognizes that the Corporation would find it extremely difficult or reveal impossible to replace Executive and accordingly Executive agrees that, in consideration of the premises contained herein and, the consideration to be received by the Executive hereunder, Executive will not, from the date hereof through the end of the Term of this Agreement and for a one year period thereafter, (i) directly or indirectly engage in, represent in any unauthorized person way, or knowingly use for Employee’s own benefitbe connected with, any trade secret business or activity (such business or activity being hereinafter called a "Competing Business"), in competition with the Corporation or any Subsidiary in any location throughout the world, at the time of Executive's termination of employment with the Corporation, whether such engagement shall be as an officer, director, owner, employee, partner, affiliate or other confidential information relating to participant in any Competing Business, (ii) assist others in engaging in any Competing Business in the Company, manner described in the foregoing clause (i) of this Paragraph 8(a) or to (iii) induce other employees of any of the Companies to terminate such employee's employment with any of the Companies, or engage in any Competing Business. In the event that termination of Executive is without cause under Paragraph 6(b), then the restrictions specified above shall be applicable for the period of time Executive continues to receive compensation from the Corporation pursuant to this Agreement, but in no event for less than six months from the date of such termination without cause. (b) Executive understands that the restrictions contained in Paragraph 8(a) may limit Executive's ability to earn a livelihood in a business similar to the businesses operated by itof any of the Companies, but Executive nevertheless believes that Executive will receive sufficient consideration hereunder and as an employee of the Corporation and as otherwise provided hereunder clearly to justify such restrictions which, in any event (given Executive's education, skills and ability), Executive does not believe would prevent Executive from earning a living. (c) Executive represents and warrants that: (i) Executive is familiar with the covenants not to compete as set forth in Paragraph 8(a) of this Agreement; (ii) Executive has had the opportunity to discuss the provisions of the covenants as set forth this Section 8 with Executive's personal attorney and has concluded that such provisions (including, without limitation, any customer liststhe right of equitable relief and the length of time provided for herein) are fair, customer needs, price reasonable and performance information, processes, specifications, hardware, software, devices, supply sources and characteristics, business opportunities, potential business interests, marketing, promotional pricing and financing techniques, or other information relating to just under the business of the Company, and Employee confirms that such information constitutes the exclusive property of the Company. Such restrictions shall not apply to information which is generally (i) available in the industry or (ii) disclosed through no fault of Employee or circumstances; (iii) required to be disclosed pursuant to applicable law or regulation or Executive is fully aware of the order of a governmental or regulatory body (provided that the Company is given reasonable notice of any such required disclosure). Employee agrees that Employee will return to the Company upon requestobligations, but in any event upon termination of employment, any physical embodiment of any confidential information and/or any summaries containing any confidential information, in whole in part, in any media. For the avoidance of doubt, nothing in this Agreement is intended to impair the Employee’s rights to make disclosures under any applicable Federal whistleblower law. (b) During the term of employment, limitations and for a period of one year following termination of such employment for any reason or payment of any compensation, whichever occurs last, Employee shall not engage, directly or indirectly (which includes, without limitation, owning, managing, operating, controlling, being employed by, giving financial assistance to, participating in or being connected in any material way with any person or entity), anywhere liabilities included in the United States covenants as set forth in any activities with KeHe Distributors, LLC (or any subsidiary or Affiliated entity thereof), any other company which is a direct competitor of the Company and any other company that conducts any business for which the Employee is uniquely qualified to serve as a member of senior management as a result of his service to the Company, which for purposes Paragraph 8(a) of this Agreement shall mean the following companies: C&S Wholesale Grocers, Inc., Agreement; (or any subsidiary or Affiliated entity thereof) with respect to (iiv) the Company’s scope of activities on the date hereof and/or (ii) any activities which the Company becomes involved covered as set forth in during the Employee’s term of employment; provided, however, that Employee’s ownership as a passive investor of less than five percent (5%) of the issued and outstanding stock of a publicly held corporation so engaged, shall not by itself be deemed to constitute such competition. Further, during such one-year period Employee shall not act to induce any of the Company’s vendors, customers or employees to take action that might be disadvantageous to the Company or otherwise disturb such party’s relationship with the Company. (c) Employee hereby acknowledges that Employee will treat as for the Company’s sole benefit, and fully and promptly disclose and assign to the Company without additional compensation, all ideas, information, discoveries, inventions and improvements which are based upon or related to any confidential information protected under Section 5(a) herein, and which are made, conceived or reduced to practice by Employee during Employee’s employment by the Company and within one year after termination thereof. The provisions of this subsection (c) shall apply whether such ideas, discoveries, inventions, improvements or knowledge are conceived, made or gained by Employee alone or with others, whether during or after usual working hours, either on or off the job, directly or indirectly related to the Company’s business interests (including potential business interests), and whether or not within the realm of Employee’s duties. (d) Employee shall, upon request of the Company, but at no expense to Employee, at any time during or after employment by the Company, sign all instruments and documents and cooperate in such other acts reasonably required to protect rights to the ideas, discoveries, inventions, improvements and knowledge referred to above, including applying for, obtaining and enforcing patents and copyrights thereon in any and all countries. (e) The Employee recognizes that the possible restrictions on the Employee’s activities which may occur as a result of the Employee’s performance of the Employee’s obligations under Sections 5(a) and (bParagraph 8(a) of this Agreement are required for is substantially similar to those activities to be performed by Executive pursuant to this Agreement; (v) the reasonable protection duration of the Company and its investments, and the Employee expressly acknowledges that such restrictions are fair and reasonable for that purpose. The Employee acknowledges that money damages would not be an adequate or sufficient remedy for any breach of Sections 5(acovenants as set forth in Paragraph 8(a) and (b), and that in the event of a breach or threatened breach of Sections 5(a) and (b), the Company, in addition to other rights and remedies existing in its favor, shall be entitled, as a matter of right, to injunctive relief, including specific performance, from a court of competent jurisdiction in order to enforce, or prevent any violations of, the provisions of Sections 5(a) and (b). The terms of this Section 5(e) shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, including but not limited to the recovery of damages from the Employee. If any of the provisions of this Agreement are held to be in any respect an unreasonable restriction have been agreed upon Employee then they shall be deemed to extend only over the maximum period of timeas a reasonable restriction, geographic area, and/or range of activities as to which they may be enforceable. The Employee expressly agrees that all payments and benefits due the Employee under this Agreement shall be subject giving consideration to the Employee’s compliance following factors: (A) Executive and the Corporation reasonably anticipate that this Agreement, although terminable in accordance with Section 6 or otherwise, may continue in effect for sufficient duration to allow Executive to attain superior bargaining strength and an ability for unfair competition with respect to the provisions customers of the Companies and (B) the duration of the covenants as set forth in Paragraph 8(a) of this Section 5. (f) Except Agreement is a reasonably necessary period to allow the Companies to restore the Companies' position of equivalent bargaining strength and fair competition with respect to any shorter term such customers; (vi) the geographical territory covered hereby has been agreed upon as expressly provided hereina reasonable geographical restriction; and (vii) the Corporation is relying upon the representations, warranties and covenants of Executive contained in this Section 5 shall survive 8 in entering into this Agreement and, without such representations, warranties and covenants, the expiration or earlier termination of Employee’s relationship with the Company for a period of ten (10) yearsCorporation would not enter into this Agreement.

Restrictive Covenants. Employee covenants 11.6.1 In order to assure that the Purchaser will realize the value and goodwill inherent in the Purchased Assets, the Seller agrees with the Company as follows (as used in this Section 5, "Company" shall include Purchaser that neither the Company and Seller nor any of its subsidiaries and Affiliates):shall: 11.6.1.1 directly or indirectly, for a period of three (a3) Employee shall not disclose or reveal to any unauthorized person or knowingly use for Employee’s own benefit, any trade secret or other confidential information relating to years following the Company, or to any of the businesses operated by it, including, without limitation, any customer lists, customer needs, price and performance information, processes, specifications, hardware, software, devices, supply sources and characteristics, business opportunities, potential business interests, marketing, promotional pricing and financing techniques, or other information relating to the business of the Company, and Employee confirms that such information constitutes the exclusive property of the Company. Such restrictions shall not apply to information which is generally Closing Date: (i) available in induce any customer of the industry or Business at the Closing Date to patronize any business for the same products and services provided by the Business at the Closing Date; (ii) disclosed through no fault canvass, solicit or accept from any customer of Employee the Seller at the Closing Date any business that entails the same products and services provided by the Business at the Closing Date; or (iii) required to be disclosed pursuant to applicable law request or regulation advise any individual or the order of a governmental or regulatory body (provided that the Company is given reasonable notice of any such required disclosure). Employee agrees that Employee will return to the Company upon request, but in any event upon termination of employment, any physical embodiment of any confidential information and/or any summaries containing any confidential information, in whole in part, in any media. For the avoidance of doubt, nothing in this Agreement is intended to impair the Employee’s rights to make disclosures under any applicable Federal whistleblower law. (b) During the term of employment, and for a period of one year following termination of such employment for any reason or payment of any compensation, whichever occurs last, Employee shall not engage, directly or indirectly (which includes, without limitation, owning, managing, operating, controlling, being employed by, giving financial assistance to, participating in or being connected in any material way with any person or entity), anywhere in the United States in any activities with KeHe Distributors, LLC (or any subsidiary or Affiliated entity thereof), any other company which is a direct competitor customer of the Company and Business at the Closing Date to withdraw, curtail or cancel any other company that conducts any such customer's business for which the Employee is uniquely qualified to serve as a member of senior management as a result of his service to the Company, which for purposes of this Agreement shall mean the following companies: C&S Wholesale Grocers, Inc., (or any subsidiary or Affiliated entity thereof) with respect to (i) the Company’s activities on the date hereof and/or (ii) any activities which the Company becomes involved in during the Employee’s term of employment; provided, however, that Employee’s ownership as a passive investor of less than five percent (5%) of the issued and outstanding stock of a publicly held corporation so engaged, shall not by itself be deemed to constitute such competition. Further, during such one-year period Employee shall not act to induce any of the Company’s vendors, customers or employees to take action that might be disadvantageous to the Company or otherwise disturb such party’s relationship with the Company.Purchaser; or (c) Employee hereby acknowledges that Employee will treat as for the Company’s sole benefit, and fully and promptly disclose and assign to the Company without additional compensation, all ideas, information, discoveries, inventions and improvements which are based upon or related to any confidential information protected under Section 5(a) herein, and which are made, conceived or reduced to practice by Employee during Employee’s employment by the Company and within one year after termination thereof. The provisions of this subsection (c) shall apply whether such ideas, discoveries, inventions, improvements or knowledge are conceived, made or gained by Employee alone or with others, whether during or after usual working hours, either on or off the job, 11.6.1.2 directly or indirectly related to the Company’s business interests (including potential business interests), and whether or not within the realm of Employee’s duties. (d) Employee shall, upon request of the Company, but at no expense to Employeeindirectly, at any time during or after employment by following the CompanyClosing Date, sign all instruments and documents and cooperate in such other acts reasonably required to protect rights to the ideas, discoveries, inventions, improvements and knowledge referred to above, including applying for, obtaining and enforcing patents and copyrights thereon in any and all countriesway utilize, disclose, copy, reproduce or retain in its or his possession any of the Purchased Proprietary Rights or the Purchased Records. (e) The Employee recognizes 11.6.2 If any provision of paragraph 11.6.1 of this Section 11.6, as applied to any party or to any circumstances, is adjudged by a court to be invalid or unenforceable, those invalid or unenforceable terms will in no way affect any other provision of paragraph 11.6.1 or any other part of this Agreement, the application of such provision in any other circumstances or the validity or enforceability of this Agreement. If any such provision, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the possible restrictions on court making such determination will have the Employee’s activities which may occur as a result power to reduce the duration and/or area of the Employee’s performance such provision, and/or to delete specific words or phrases, and in its reduced form such provision will then be enforceable and will be enforced. Upon breach of the Employee’s obligations under Sections 5(a) and (b) any provision of paragraph 11.6.1 of this Agreement are required for the reasonable protection of the Company and its investments, and the Employee expressly acknowledges that such restrictions are fair and reasonable for that purpose. The Employee acknowledges that money damages would not be an adequate or sufficient remedy for any breach of Sections 5(a) and (b), and that in the event of a breach or threatened breach of Sections 5(a) and (b)Section 11.6, the Company, in addition to other rights and remedies existing in its favor, shall Purchaser will be entitled, as a matter of right, entitled to injunctive relief, including specific performance, from a court of competent jurisdiction in order to enforce, or prevent any violations ofsince the remedy at law would be inadequate and insufficient. In addition, the Purchaser will be entitled to such damages as it can show it has sustained by reason of such breach. Asset Purchase Agreement between Xxxxx-Xxxxxxx, Livonia, LLC and Uniflow Corporation and Secom General Corporation 11.6.3 Notwithstanding this Section 11, its provisions of Sections 5(ashall not cause or in any way be interpreted to limit: (a) and Form Flow, Inc., L & H Die, Inc.; or Micanol, Inc. (Secom's Tool Group) from operating its business as currently conducted or (b). The terms of this Section 5(e) shall not prevent the Company from pursuing any other available remedies for any breach Secom's ability to sell its assets, stock or threatened breach hereof, including but not limited to the recovery of damages from the Employee. If any of the provisions of this Agreement are held to be in any respect an unreasonable restriction upon Employee then they shall be deemed to extend only over the maximum period of time, geographic area, and/or range of activities as to which they may be enforceable. The Employee expressly agrees that all payments and benefits due the Employee under this Agreement shall be subject to the Employee’s compliance otherwise enter into a business combination with the provisions set forth in this Section 5a prospective buyer. (f) Except with respect to any shorter term as expressly provided herein, this Section 5 shall survive the expiration or earlier termination of Employee’s relationship with the Company for a period of ten (10) years.

Restrictive Covenants. Employee covenants with In consideration of the Company benefits of this Agreement to Sellers, in order to protect the trade secrets, proprietary information and goodwill of the Business and the Target Companies after the Closing, and as follows (a condition precedent to Purchaser entering into and performing its obligations under this Agreement, each Seller and the Seller Representative agree as used in this Section 5, "Company" shall include the Company and its subsidiaries and Affiliates):follows: (a) Employee shall not disclose From and after the Closing and until the second anniversary of the Closing Date (the “Non-Solicitation Period”), each Seller will not, directly or reveal indirectly, (i) solicit or attempt to solicit, hire or endeavor to entice away (including participating in the hiring or recruitment of) any unauthorized person or knowingly use for Employee’s own benefit, any trade secret or other confidential information relating to the Company, or to management-level employee of any of the businesses operated by it, including, without limitation, any customer lists, customer needs, price and performance information, processes, specifications, hardware, software, devices, supply sources and characteristics, business opportunities, potential business interests, marketing, promotional pricing and financing techniques, or other information relating to the business of the Company, and Employee confirms that such information constitutes the exclusive property of the Company. Such restrictions shall not apply to information which is generally (i) available in the industry Target Companies or (ii) disclosed through no fault of Employee induce or (iii) required attempt to be disclosed pursuant to applicable law or regulation or the order of a governmental or regulatory body (provided that the Company is given reasonable notice of induce any such required disclosure). Employee agrees that Employee will return individual to the Company upon request, but in any event upon termination of terminate his or her employment, any physical embodiment of any confidential information and/or any summaries containing any confidential informationor otherwise cease, in whole in part, in any media. For the avoidance of doubt, nothing in this Agreement is intended to impair the Employee’s rights to make disclosures under any applicable Federal whistleblower law. (b) During the term of employment, and for a period of one year following termination of such employment for any reason diminish or payment of any compensation, whichever occurs last, Employee shall not engage, directly adversely modify his or indirectly (which includes, without limitation, owning, managing, operating, controlling, being employed by, giving financial assistance to, participating in or being connected in any material way her relationship with any person or entity), anywhere in the United States in any activities with KeHe Distributors, LLC (or any subsidiary or Affiliated entity thereof), any other company which is a direct competitor member of the Company and any other company that conducts any business for which the Employee is uniquely qualified to serve as a member of senior management as a result of his service to the Company, which for purposes of this Agreement shall mean the following companies: C&S Wholesale Grocers, Inc., (or any subsidiary or Affiliated entity thereof) with respect to (i) the Company’s activities on the date hereof and/or (ii) any activities which the Company becomes involved in during the Employee’s term of employmentPurchaser Group; provided, however, that Employee’s ownership the foregoing will not prohibit such Seller from using solicitations (such as a passive investor of less than five percent general newspaper or internet advertisements) not targeted at any such employees or hiring any such employees who respond to such permitted solicitations. Notwithstanding the foregoing, during the Non-Solicitation Period, each Seller will not, directly or indirectly, hire the employees listed on Schedule 7.7(a). (5%b) Each Seller and its Affiliates and the Seller Representative will treat and hold as such all of the issued Confidential Information which is in its or its Affiliates’ possession and outstanding stock of a publicly held corporation so engaged, shall not by itself be deemed to constitute such competition. Further, during such one-year period Employee shall not act to induce refrain from using any of the Company’s vendorsConfidential Information except in connection with or as permitted by this Agreement. In the event that a Seller or the Seller Representative is requested or required (by oral question or request for information or documents in any legal proceeding, customers interrogatory, subpoena, civil investigative demand, or employees similar process) to take action disclose any Confidential Information, such Seller or the Seller Representative, as the case may be, will notify the Purchaser promptly of the request or requirement so that might be disadvantageous the Purchaser may seek an appropriate protective Order or waive compliance with the provisions of this Section 7.7(b). If, in the absence of a protective Order or the receipt of a waiver hereunder, such Seller or the Seller Representative, as the case may be, on the advice of counsel, is required to disclose any Confidential Information to any Government Entity, such Seller or the Seller Representative, as the case may be, may disclose the Confidential Information to the Company Government Entity; provided, however, that such Seller or the Seller Representative, as the case may be, will use commercially reasonable efforts to obtain, at the reasonable request of the Purchaser (and at the Purchaser’s sole cost and expense), an Order or other assurance that confidential treatment will be accorded to such portion of the Confidential Information required to be disclosed as the Purchaser will designate. Notwithstanding anything to the contrary in this Section 7.7(b), (i) the Sellers and their Affiliates and the Seller Representative and their respective agents and representatives shall not be prohibited from disclosing or using the Confidential Information in connection with consummating the transactions contemplated by this Agreement or otherwise disturb performing their respective rights or obligations under this Agreement (including defending or disputing any indemnification claim made by a Seller pursuant to this Agreement) and (ii) each Seller and the Seller Representative may (and may permit its equityholders and any investment fund managed by its equityholders to) disclose Confidential Information to current or prospective limited partners or equivalent equityholder of the Seller or the Seller Representative, as the case may be, and to any current or prospective investors in the Seller or the Seller Representative, as the case may be, or investment fund managed by its equityholders (each of the foregoing Persons, a “Permitted Recipient”); provided, however, that any such party’s relationship with Permitted Recipient to whom Confidential Information is disclosed shall be subject to customary confidentiality restrictions in favor of the CompanySeller or the Seller Representative or their respective equityholders, as the case may be. (c) Employee hereby acknowledges that Employee will treat as (i) The making of the covenants and agreements set forth in this Section 7.7 are a material inducement to Purchaser entering into this Agreement and a condition to Purchaser’s consummation of the transactions contemplated by this Agreement; (ii) the covenants and agreements contained in this Section 7.7 are essential to the continued growth and stability of the Purchaser Group’s and the Target Companies’ business, goodwill, customer base and to the continuing viability of the Purchaser Group’s and the Target Companies’ endeavors; and (iii) this Section 7.7 (including the time and scope limitations set forth in Section 7.7(a)) is reasonable and necessary for the Company’s sole benefitprotection of the Purchaser Group and the Target Companies. No Seller nor the Seller Representative will challenge the reasonableness or enforceability of any of the covenants or agreements set forth in this Section 7.7. If any term or provision in this Section 7.7 is found to be unreasonable, arbitrary, against public policy or otherwise not enforceable in accordance with its terms, then such term or provision will be considered to be divisible with respect to scope, time and geographic area, and fully and promptly disclose and assign such lesser scope, time or geographic area, or all of them, as a court of competent jurisdiction may determine to the Company without additional compensationbe reasonable, all ideas, information, discoveries, inventions and improvements which are based upon or related to any confidential information protected under Section 5(a) herein, and which are made, conceived or reduced to practice by Employee during Employee’s employment by the Company and within one year after termination thereof. The provisions of this subsection (c) shall apply whether such ideas, discoveries, inventions, improvements or knowledge are conceived, made or gained by Employee alone or with others, whether during or after usual working hours, either on or off the job, directly or indirectly related to the Company’s business interests (including potential business interests), and whether not arbitrary or not within the realm of Employee’s dutiesagainst public policy, will be effective, binding and enforceable against Sellers and Sellers’ Affiliates. (d) Employee shallA breach of this Section 7.7 by any Seller or the Seller Representative cannot be adequately compensated in any Proceeding for damages at Law, upon request and equitable relief may be necessary to protect the Purchaser Group from a violation of this Agreement and from the harm that this Agreement is intended to prevent. Accordingly, each Seller and the Seller Representative agree that if there occurs any actual or threatened breach of those provisions, then each member of the Company, but at no expense Purchaser Group will (in addition to Employee, at any time during or after employment by other remedies that they may have) be entitled to seek to enforce their rights and Sellers’ and the Company, sign all instruments and documents and cooperate in such other acts reasonably required to protect rights to the ideas, discoveries, inventions, improvements and knowledge referred to above, including applying for, obtaining and enforcing patents and copyrights thereon in any and all countries. (e) The Employee recognizes that the possible restrictions on the Employee’s activities which may occur as a result of the Employee’s performance of the EmployeeSeller Representative’s obligations under Sections 5(a) and this Section 7.7 not only by a Proceeding or Proceedings for damages, but also by a Proceeding or Proceedings for specific performance, temporary or permanent injunctive relief or other equitable relief in order to enforce or prevent any violations (bwhether anticipatory, continuing or future) of this Agreement are required Section 7.7 (including, with respect to the Sellers, the extension of the Non-Solicitation Period by a period equal to (i) the length of the violation of this Section 7.7 plus (ii) the length of any Proceedings necessary to stop that violation) and recover attorneys’ fees and costs for the reasonable protection of the Company and its investments, and the Employee expressly acknowledges that such restrictions are fair and reasonable for that purpose. The Employee acknowledges that money damages would not be an adequate or sufficient remedy for any breach of Sections 5(a) and (b)same, and that in relief may be granted without the necessity of proving actual damages or the inadequacy of money damages or posting bond. In the event of a breach or threatened breach of Sections 5(a) and (b), the Company, in addition to other rights and remedies existing in its favor, shall be entitled, as a matter of right, to injunctive relief, including specific performance, from a court of competent jurisdiction in order to enforce, or prevent any violations of, the provisions of Sections 5(a) and (b). The terms violation by that Seller of this Section 5(e) shall not prevent 7.7, the Company from pursuing any other available remedies for any breach or threatened breach hereof, including running of the Non-Solicitation Period (but not limited to the recovery of damages from the Employee. If any of the provisions of this Agreement are held to be in any respect an unreasonable restriction upon Employee then they shall be deemed to extend only over the maximum period of time, geographic area, and/or range of activities as to which they may be enforceable. The Employee expressly agrees that all payments and benefits due the Employee Seller’s obligations under this Agreement shall Section 7.7) will be subject to the Employee’s compliance with the provisions set forth in this Section 5. (f) Except tolled with respect to that Seller during the continuance of any shorter term as expressly provided herein, this Section 5 shall survive the expiration actual breach or earlier termination of Employee’s relationship with the Company for a period of ten (10) yearsviolation.

Restrictive Covenants. Employee covenants with 7.1 Grantee hereby acknowledges that the Company as follows may disclose (and/or has already disclosed) to Grantee, and Grantee may be provided with access to and otherwise make use of, certain valuable Confidential Information (as used in this Section 5, "Company" shall include the Company and its subsidiaries and Affiliates): (adefined below) Employee shall not disclose or reveal to any unauthorized person or knowingly use for Employee’s own benefit, any trade secret or other confidential information relating to the Company, or to any of the businesses operated by it, including, without limitation, any customer lists, customer needs, price and performance information, processes, specifications, hardware, software, devices, supply sources and characteristics, business opportunities, potential business interests, marketing, promotional pricing and financing techniques, or other information relating to the business of the Company, and Employee confirms that such information constitutes the exclusive property of the Company. Such restrictions shall not apply Grantee also acknowledges that due to information which is generally Grantee’s relationship with the Company, Grantee will develop (iand/or has developed) available in special contacts and relationships with the industry Company’s employees or (ii) disclosed through no fault of Employee or (iii) required to independent contractors, and that it would be disclosed pursuant to applicable law or regulation or the order of a governmental or regulatory body (provided that the Company is given reasonable notice of any such required disclosure). Employee agrees that Employee will return unfair and harmful to the Company upon request, but in any event upon termination if Grantee took advantage of employment, any physical embodiment these relationships to the detriment of any confidential information and/or any summaries containing any confidential information, in whole in part, in any media. For the avoidance of doubt, nothing in this Agreement is intended to impair the Employee’s rights to make disclosures under any applicable Federal whistleblower lawCompany. (b) During the term of employment7.2 Grantee hereby agrees that, during employment and for a period of one (1) year following any voluntary or involuntary termination of such employment with the Company (regardless of reason), Grantee will not directly or indirectly, individually, or on behalf of any Person other than the Company or a Subsidiary: (a) solicit, recruit or induce (or otherwise assist any person or entity in soliciting, recruiting or inducing) any employee or independent contractor of the Company, in either case who performed work for the Company within the final year of Grantee’s employment with the Company, to terminate his or her relationship with the Company; or (b) knowingly or intentionally damage or destroy the goodwill and esteem of the Company, any Subsidiary, the Company’s Business or the Company’s or any Subsidiary’s suppliers, employees, patrons, customers, and others who may at any time have or have had relations with the Company or any Subsidiary. 7.3 Grantee further agrees that during employment and for a period of two (2) years thereafter, Grantee will not, except as necessary to carry out Grantee’s duties as an employee of the Company, disclose or use Confidential Information without the Company’s prior written consent. Grantee further agrees that, upon termination or expiration of employment with the Company for any reason whatsoever or payment of at any compensationtime, whichever occurs lastGrantee will deliver promptly to the Company all materials (including electronically-stored materials), Employee shall not engagedocuments, directly plans, records, notes, or indirectly (which includesother papers, without limitationand any copies in Grantee’s possession or control, owning, managing, operating, controlling, being employed by, giving financial assistance to, participating in or being connected relating in any material way with to the Company’s Business or containing any person or entity), anywhere in the United States in any activities with KeHe Distributors, LLC (or any subsidiary or Affiliated entity thereof), any other company which is a direct competitor Confidential Information of the Company and any other company that conducts any business for which the Employee is uniquely qualified to serve as a member of senior management as a result of his service to the Company, which for purposes at all times shall be the property of this Agreement shall mean the following companies: C&S Wholesale Grocers, Inc., (or any subsidiary or Affiliated entity thereof) with respect to (i) the Company’s activities on the date hereof and/or (ii) any activities which the Company becomes involved in during the Employee’s term of employment; provided, however, that Employee’s ownership as a passive investor of less than five percent (5%) of the issued and outstanding stock of a publicly held corporation so engaged, shall not by itself be deemed to constitute such competition. Further, during such one-year period Employee shall not act to induce any of the Company’s vendors, customers or employees to take action that might be disadvantageous to the Company or otherwise disturb such party’s relationship with the Company. (c) Employee hereby acknowledges that Employee will treat as for the Company’s sole benefit, and fully and promptly disclose and assign to the Company without additional compensation, all ideas, information, discoveries, inventions and improvements which are based upon or related to any confidential information protected under Section 5(a) herein, and which are made, conceived or reduced to practice by Employee during Employee’s employment by the Company and within one year after termination thereof. The provisions of this subsection (c) shall apply whether such ideas, discoveries, inventions, improvements or knowledge are conceived, made or gained by Employee alone or with others, whether during or after usual working hours, either on or off the job, directly or indirectly related to the Company’s business interests (including potential business interests), and whether or not within the realm of Employee’s duties. (d) Employee shall, upon request of the Company, but at no expense to Employee, at any time during or after employment by the Company, sign all instruments and documents and cooperate in such other acts reasonably required to protect rights to the ideas, discoveries, inventions, improvements and knowledge referred to above, including applying for, obtaining and enforcing patents and copyrights thereon in any and all countries. (e) The Employee recognizes that the possible restrictions on the Employee’s activities which may occur as a result of the Employee’s performance of the Employee’s obligations under Sections 5(a) and (b) of this Agreement are required for the reasonable protection of the Company and its investments, and the Employee expressly acknowledges that such restrictions are fair and reasonable for that purpose. The Employee acknowledges that money damages would not be an adequate or sufficient remedy for any breach of Sections 5(a) and (b), and that in the event of a breach or threatened breach of Sections 5(a) and (b), the Company, in addition to other rights and remedies existing in its favor, shall be entitled, as a matter of right, to injunctive relief, including specific performance, from a court of competent jurisdiction in order to enforce, or prevent any violations of, the provisions of Sections 5(a) and (b). The terms 7.4 For purposes of this Section 5(e) 7, the following terms shall not prevent have the Company from pursuing any other available remedies for any breach or threatened breach hereof, including but not limited to the recovery of damages from the Employee. If any of the provisions of this Agreement are held to be in any respect an unreasonable restriction upon Employee then they shall be deemed to extend only over the maximum period of time, geographic area, and/or range of activities as to which they may be enforceable. The Employee expressly agrees that all payments and benefits due the Employee under this Agreement shall be subject to the Employee’s compliance with the provisions set forth in this Section 5. (f) Except with respect to any shorter term as expressly provided herein, this Section 5 shall survive the expiration or earlier termination of Employee’s relationship with the Company for a period of ten (10) years.meanings specified below:

Restrictive Covenants. Employee covenants with the Company 12.1 During such time as follows (as used in this Section 5, "Company" shall include the Company and its subsidiaries and Affiliates): (a) Employee shall not disclose or reveal to any unauthorized person or knowingly use for Employee’s own benefit, any trade secret or other confidential information relating to the Company, or to any of the businesses operated by it, including, without limitation, any customer lists, customer needs, price and performance information, processes, specifications, hardware, software, devices, supply sources and characteristics, business opportunities, potential business interests, marketing, promotional pricing and financing techniques, or other information relating to the business of the Company, and Employee confirms that such information constitutes the exclusive property of the Company. Such restrictions shall not apply to information which is generally (i) available in the industry or (ii) disclosed through no fault of Employee or (iii) required to be disclosed pursuant to applicable law or regulation or the order of a governmental or regulatory body (provided that the Company is given reasonable notice of any such required disclosure). Employee agrees that Employee will return to the Company upon request, but in any event upon termination of employment, any physical embodiment of any confidential information and/or any summaries containing any confidential information, in whole in part, in any media. For the avoidance of doubt, nothing in this Agreement is intended to impair the Employee’s rights to make disclosures under any applicable Federal whistleblower law. (b) During the term of employmentshall be in effect and, and except as otherwise explicitly stated herein, for a period of one year twelve (12) months following the termination of such employment Executive's employment, and without the Company's prior written consent (which may be withheld for any reason or payment of any compensationfor no reason in Company's sole discretion), whichever occurs last, Employee Executive shall not engagedo anything in any way inconsistent with his duties to or adverse to the interests of Company, and shall not, directly or indirectly (which includesindirectly, without limitationhimself or by or through a family member or otherwise, owning, managing, operating, controlling, being employed by, giving financial assistance to, participating in alone or being connected in any material way with any person or entity), anywhere in the United States in any activities with KeHe Distributors, LLC (or any subsidiary or Affiliated entity thereof), any other company which is a direct competitor of the Company and any other company that conducts any business for which the Employee is uniquely qualified to serve as a member of senior management a partnership or joint venture, or as a result principal, officer, director, consultant, employee or stockholder of his service to the any other entity, compete with Company or be engaged in or connected with any other business competitive with that of Company, which for purposes of this Agreement shall mean the following companies: C&S Wholesale Grocers, Inc., (or any subsidiary or Affiliated entity thereof) with respect to (i) the Company’s activities on the date hereof and/or (ii) any activities which the Company becomes involved in during the Employee’s term of employment; provided, however, except that Employee’s ownership Executive may own as a passive investor of less investment not more than five percent (5%) of the issued and outstanding stock securities of a any publicly held corporation that may engage in a business competitive with that of Company. 12.2 In view of the fact that Executive will be brought into close contact with many confidential affairs of Company not readily available to the public, Executive agrees during the Term of this Agreement and thereafter: (a) to keep secret and retain in the strictest confidence all information about (i) research and development plans and operations, new technology, pending or proposed license agreements, products, financial condition and other financial affairs (such as costs, pricing, plans for future development, joint ventures, methods of operation and marketing goals) of the Company; (ii) its employment policies and plans; and (iii) any other proprietary information relating to the Company, its operations, businesses, financial condition and financial affairs (collectively, the "Confidential Information") and, for such time as Company is operating, not to disclose the Confidential Information to anyone not then an officer, director or authorized employee of Company, either during or after the term of this agreement, except in the course of performing his duties hereunder or with Company's express written consent or except to the extent that such confidential information can be shown to have been in the public domain through no fault of Executive; and (b) to deliver to Company within ten days after termination of his services, or at any time Company may so engagedrequest, all memoranda, notes, records, reports and other documents relating to Company, businesses, financial affairs or operations and all property associated therewith, which he may then possess or have under his control. 12.3 Executive shall not at any time during the twelve month period following the termination of his employment for any reason whatsoever, including termination resulting from the natural expiration of the term of this Agreement, (i) employ any individual who was employed by itself be deemed to constitute Company at any time during the such competition. Furtherperiod or during the twelve calendar months immediately preceding such termination, during or (ii) in any way cause, influence or participate in the employment of any such one-year period Employee shall not act to induce individual by anyone else in any business that is competitive with any of the Company’s vendors, customers or employees to take action that might be disadvantageous to the Company or otherwise disturb such party’s relationship with the businesses engaged in by Company. 12.4 Executive shall not at any time during the twelve (c12) Employee hereby acknowledges that Employee will treat as month period following the termination of his employment, for any reason whatsoever, including termination resulting from the Company’s sole benefit, and fully and promptly disclose and assign to natural expiration of the Company without additional compensation, all ideas, information, discoveries, inventions and improvements which are based upon or related to any confidential information protected under Section 5(a) herein, and which are made, conceived or reduced to practice by Employee during Employee’s employment by the Company and within one year after termination thereof. The provisions term of this subsection (c) shall apply whether such ideas, discoveries, inventions, improvements or knowledge are conceived, made or gained by Employee alone or with others, whether during or after usual working hours, either on or off the jobAgreement, directly or indirectly related (i) persuade or attempt to persuade any customer or client or research and development venture partner of Company to cease doing business with Company or any Affiliate or to reduce the Company’s amount of business interests it does with Company or (including potential business interests), and whether ii) solicit for himself or not within the realm of Employee’s duties. (d) Employee shall, upon request of the any person other than Company, but at no expense to Employee, the business of any individual or business which was a customer or client of Company at any time during or after employment by the Company, sign all instruments and documents and cooperate in twelve month period immediately preceding such other acts reasonably required to protect rights to the ideas, discoveries, inventions, improvements and knowledge referred to above, including applying for, obtaining and enforcing patents and copyrights thereon in any and all countriestermination. (e) The Employee recognizes 12.5 Executive acknowledges that the possible restrictions on the Employee’s activities which may occur as a result execution and delivery by him of the Employee’s performance of the Employee’s obligations under Sections 5(a) covenants set forth in this Section 12 is an essential inducement to Company to retain Executive and (b) of to enter into this Agreement are required for the reasonable protection of the Company and its investments, and the Employee expressly acknowledges that such restrictions are fair and reasonable for that purpose. The Employee acknowledges that money damages would not be an adequate or sufficient remedy for any breach of Sections 5(a) and (b)agreement, and that in Company would not have retained Executive and entered into this Agreement but for such covenants. Executive further acknowledges that his services are unique and that any breach or threatened breach by Executive of any of the foregoing provisions of this Section 12 cannot be remedied solely by damages. In the event of a breach or a threatened breach by Executive of Sections 5(a) any of the provisions of this Section 12, Company shall be entitled to injunctive relief restraining Executive and (b)any business, the Companyfirm, partnership, individual, corporation or other entity participating in addition to other rights and remedies existing in its favorsuch breach or attempted breach. Nothing herein, however, shall be entitled, construed as a matter of right, to injunctive relief, including specific performance, from a court of competent jurisdiction in order to enforce, or prevent any violations of, the provisions of Sections 5(a) and (b). The terms of this Section 5(e) shall not prevent the prohibiting Company from pursuing any other remedies available remedies at law or in equity for any such breach or threatened breach hereofbreach, including but not limited to the recovery of damages from and the Employeeimmediate termination of the employment of Executive hereunder. 12.6 If any of the provisions of, or covenants contained in, this Section 12 are hereafter construed to be invalid or unenforceable in any jurisdiction, the same shall not affect the remainder of the provisions or the enforceability thereof in any other jurisdiction, which shall be given full effect, without regard to the invalid portions or the unenforceability in such other jurisdiction. If any of the provisions of or covenants contained in this Agreement Section 12 are held to be unenforceable in any respect an unreasonable restriction upon Employee then they jurisdiction because of the duration or scope thereof, the parties hereto agree that the court making such determination shall have the power to reduce the duration and/or scope of such provision or covenant and, in its reduced form, said provision or covenant shall be deemed to extend only over enforceable; PROVIDED, however, that the maximum period determination of timesuch court shall not affect the enforceability, geographic area, and/or range duration or scope of activities as to which they may be enforceable. The Employee expressly agrees that all payments and benefits due the Employee under this Agreement shall be subject to the Employee’s compliance with the provisions set forth in this Section 512 in any other jurisdiction. (f) Except with respect to any shorter term as expressly provided herein, this Section 5 shall survive the expiration or earlier termination of Employee’s relationship with the Company for a period of ten (10) years.

Restrictive Covenants. Employee covenants 14.1 The Buyer undertakes that, subject to clause 14.5, it shall not and that it shall procure that each member of the Buyer Group shall not during the period of twelve months from the Completion Date offer employment to, enter into a contract for the services of, or attempt to entice away from the Seller or any member of the Seller Group, any individual who is at the time of such offer or attempt, and was at the Completion Date, an employee of the Seller or any member of the Seller Group in the United Kingdom involved in the provision of media management, editing, playout and other technical services of a type similar to those services provided by the Seller to the Buyer under the Services Agreement prior to Completion. 14.2 The undertaking in clause 14.1 is intended for the benefit of the Seller and applies to actions carried out by the Buyer or any member of the Buyer Group in any capacity, whether directly or indirectly, on the Buyer’s own (or any member of the Buyer Group’s) behalf, on behalf of any other person or jointly with any other person. 14.3 The Seller undertakes that, subject to clause 14.5, it shall not and that it shall procure that each member of the Company as follows (as used in this Section 5Seller Group shall not during the period of twelve months from the Completion Date offer employment to, "Company" shall include enter into a contract for the Company and its subsidiaries and Affiliates):services of, or attempt to entice away from the Buyer or any member of the Buyer Group: (a) Employee any Employee; or (b) any individual who is at the time of such offer or attempt, and was at the Completion Date, an employee of the Buyer or any member of the Buyer Group in the United Kingdom involved in the provision of media management, editing, playout and other technical services of a type similar to those services provided by the Seller to the Buyer under the Services Agreement prior to Completion. 14.4 The undertaking in clause 14.3 is intended for the benefit of the Buyer and applies to actions carried out by the Seller or any member of the Seller Group in any capacity, whether directly or indirectly, on the Seller’s own (or any member of the Seller Group’s) behalf, on behalf of any other person or jointly with any other person. 14.5 Nothing in this clause 14 shall prohibit the Seller, the Buyer or any other member of the Seller Group or the Buyer Group from making general recruiting advertisements or solicitations for staff that are not disclose specifically targeted at the employees referred to in clauses 14.1 and 14.3, or reveal employing any person who responds to any unauthorized person such advert or knowingly use for Employee’s own benefit, solicitation other than in the case of any trade secret or other confidential information relating to the Company, or to any member of the businesses operated Seller Group any Employee. 14.6 The undertakings in this clause 14 are considered fair and reasonable by it, including, without limitation, the parties but if any customer lists, customer needs, price and performance information, processes, specifications, hardware, software, devices, supply sources and characteristics, business opportunities, potential business interests, marketing, promotional pricing and financing techniques, or other information relating to the business of the Company, and Employee confirms that such information constitutes the exclusive property of the Company. Such restrictions restriction shall not apply to information which is generally (i) available in the industry or (ii) disclosed through no fault of Employee or (iii) required be found to be disclosed pursuant to applicable law or regulation unenforceable but would be valid if any part of it were deleted or the order period or area of a governmental or regulatory body (provided that application reduced, the Company is given reasonable notice of any restriction shall apply with such required disclosure). Employee agrees that Employee will return modification as may be necessary to the Company upon request, but in any event upon termination of employment, any physical embodiment of any confidential information and/or any summaries containing any confidential information, in whole in part, in any media. make it valid and effective. 14.7 For the avoidance of doubt, nothing save as provided in this Agreement is intended clause 14, from Completion such party shall be free to impair the Employee’s rights to make disclosures under any applicable Federal whistleblower law. (b) During the term of employment, and for a period of one year following termination of such employment for any reason or payment of any compensation, whichever occurs last, Employee shall not engage, directly or indirectly (which includes, without limitation, owning, managing, operating, controlling, being employed by, giving financial assistance to, participating in or being connected in any material way with any person or entity), anywhere in the United States in any activities with KeHe Distributors, LLC (or any subsidiary or Affiliated entity thereof), any other company which is a direct competitor of the Company and any other company that conducts any business for which the Employee is uniquely qualified to serve as a member of senior management as a result of his service to the Company, which for purposes of this Agreement shall mean the following companies: C&S Wholesale Grocers, Inc., (or any subsidiary or Affiliated entity thereof) with respect to (i) the Company’s activities on the date hereof and/or (ii) any activities which the Company becomes involved in during the Employee’s term of employment; provided, however, that Employee’s ownership as a passive investor of less than five percent (5%) of the issued and outstanding stock of a publicly held corporation so engaged, shall not by itself be deemed to constitute such competition. Further, during such one-year period Employee shall not act to induce any of the Company’s vendors, customers or employees to take action that might be disadvantageous to the Company or otherwise disturb such party’s relationship compete with the Companyother as it sees fit. (c) Employee hereby acknowledges that Employee will treat as for the Company’s sole benefit, and fully and promptly disclose and assign to the Company without additional compensation, all ideas, information, discoveries, inventions and improvements which are based upon or related to any confidential information protected under Section 5(a) herein, and which are made, conceived or reduced to practice by Employee during Employee’s employment by the Company and within one year after termination thereof. The provisions of this subsection (c) shall apply whether such ideas, discoveries, inventions, improvements or knowledge are conceived, made or gained by Employee alone or with others, whether during or after usual working hours, either on or off the job, directly or indirectly related to the Company’s business interests (including potential business interests), and whether or not within the realm of Employee’s duties. (d) Employee shall, upon request of the Company, but at no expense to Employee, at any time during or after employment by the Company, sign all instruments and documents and cooperate in such other acts reasonably required to protect rights to the ideas, discoveries, inventions, improvements and knowledge referred to above, including applying for, obtaining and enforcing patents and copyrights thereon in any and all countries. (e) The Employee recognizes that the possible restrictions on the Employee’s activities which may occur as a result of the Employee’s performance of the Employee’s obligations under Sections 5(a) and (b) of this Agreement are required for the reasonable protection of the Company and its investments, and the Employee expressly acknowledges that such restrictions are fair and reasonable for that purpose. The Employee acknowledges that money damages would not be an adequate or sufficient remedy for any breach of Sections 5(a) and (b), and that in the event of a breach or threatened breach of Sections 5(a) and (b), the Company, in addition to other rights and remedies existing in its favor, shall be entitled, as a matter of right, to injunctive relief, including specific performance, from a court of competent jurisdiction in order to enforce, or prevent any violations of, the provisions of Sections 5(a) and (b). The terms of this Section 5(e) shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, including but not limited to the recovery of damages from the Employee. If any of the provisions of this Agreement are held to be in any respect an unreasonable restriction upon Employee then they shall be deemed to extend only over the maximum period of time, geographic area, and/or range of activities as to which they may be enforceable. The Employee expressly agrees that all payments and benefits due the Employee under this Agreement shall be subject to the Employee’s compliance with the provisions set forth in this Section 5. (f) Except with respect to any shorter term as expressly provided herein, this Section 5 shall survive the expiration or earlier termination of Employee’s relationship with the Company for a period of ten (10) years.

Restrictive Covenants. Employee covenants with the Company as follows (as used in this Section 5, "Company" shall include the Company and its subsidiaries and Affiliates): (a) Employee shall not disclose or reveal to any unauthorized person or knowingly use for Employee’s own benefit, any trade secret or other confidential information relating to the Company, or to any of the businesses operated by it, including, without limitation, any customer lists, customer needs, price and performance information, processes, specifications, hardware, software, devices, supply sources and characteristics, business opportunities, potential business interests, marketing, promotional pricing and financing techniques, or other information relating to the business of the Company, and Employee confirms that such information constitutes the exclusive property of the Company. Such restrictions shall not apply to information which is generally (i) available in the industry or (ii) disclosed through no fault of Employee or (iii) required to be disclosed pursuant to applicable law or regulation or the order of a governmental or regulatory body (provided that the Company is given reasonable notice of any such required disclosure). Employee agrees that Employee will return to the Company upon request, but in any event upon termination of employment, any physical embodiment of any confidential information and/or any summaries containing any confidential information, in whole in part, in any media. For the avoidance of doubt, nothing in this Agreement is intended to impair the Employee’s rights to make disclosures under any applicable Federal whistleblower law. (b) During the term of employment, and for a period of one year following termination of such employment for any reason or payment of any compensationtwo (2) years from the Closing Date, whichever occurs last, Employee shall not engageneither Seller nor Seller Parent shall, directly or indirectly (which includesindirectly, without limitation, owning, managing, operating, controlling, being employed by, giving financial assistance to, participating for Seller or Seller Parent or on behalf of or in or being connected in any material way conjunction with any person other Person, employ or entity), anywhere in solicit the United States in employment of any activities with KeHe Distributors, LLC (or any subsidiary or Affiliated entity thereof), any other company which is a direct competitor of the Company and any other company that conducts any business for which the Employee is uniquely qualified to serve as a member of senior management as a result of his service to the Company, which for purposes of this Agreement shall mean the following companies: C&S Wholesale Grocers, Inc., (or any subsidiary or Affiliated entity thereof) with respect to (i) the Company’s activities on the date hereof and/or (ii) any activities which the Company becomes involved in during the New Employee’s term of employment; provided, however, that Employee’s ownership as a passive investor of less than five percent (5%) of the issued and outstanding stock of a publicly held corporation so engaged, foregoing shall not apply (i) to responses to or follow-up hiring in respect of general solicitations or advertisements for job positions not specifically directed to New Employees or (ii) to any New Employee who is terminated by itself be deemed to constitute such competition. Further, during such one-year period Employee shall not act to induce Buyer after the Closing Date or terminates his or her employment with Buyer without any solicitation directly or indirectly from Seller or any of Seller’s Affiliates. (b) Without limiting Section 10.10, following the Company’s vendorsClosing Date, customers neither Seller, Seller Parent nor any of their respective Affiliates shall (i) use any Confidential Information in direct or employees to take action that might be disadvantageous to indirect competition with the Company Business, or (ii) disclose, provide or otherwise disturb make directly available to any sales employee or sales representative of Seller, Seller Parent or any of their respective Affiliates any Confidential Information that was not previously disclosed, provided or otherwise made available to such party’s relationship with the Company.sales employee or sales representative by Seller, Seller Parent or any of their respective Affiliates (c) Employee hereby acknowledges The Parties agree that Employee will treat as for the Company’s sole benefit, foregoing covenants in this Section 8.12 impose a reasonable restraint on Seller in light of the activities and fully operations of the Business and promptly disclose Buyer and assign to its Affiliates on the Company without additional compensation, all ideas, information, discoveries, inventions and improvements which are based upon or related to any confidential information protected under Section 5(a) herein, and which are made, conceived or reduced to practice by Employee during Employee’s employment by date of the Company and within one year after termination thereof. The provisions execution of this subsection (c) shall apply whether such ideas, discoveries, inventions, improvements or knowledge are conceived, made or gained by Employee alone or with others, whether during or after usual working hours, either on or off the job, directly or indirectly related to the Company’s business interests (including potential business interests), and whether or not within the realm of Employee’s dutiesAgreement. (d) Employee shall, upon request Seller and Seller Parent acknowledge and agree that (i) the provisions of the Company, but at no expense to Employee, at any time during or after employment by the Company, sign all instruments Sections 8.10 and documents 8.12 are reasonable and cooperate in such other acts reasonably required necessary to protect rights to the ideaslegitimate business interests of Buyer, discoveries, inventions, improvements and knowledge referred to above, including applying for, obtaining and enforcing patents and copyrights thereon (ii) any breach by Seller or Seller Parent of any of its covenants contained in any of Sections 8.10 and all countries. (e) The Employee recognizes that 8.12 would result in irreparable injury to Buyer, the possible restrictions on the Employee’s activities exact amount of which may occur as a result be difficult, if not impossible, to ascertain or estimate, and (iii) the remedies at law for any such breach may not be reasonable or adequate compensation to Buyer for such breach. Accordingly, notwithstanding any other provision of the Employee’s performance this Agreement, if Seller or Seller Parent, directly or indirectly, breaches any of the Employee’s its covenants or obligations under Sections 5(a) and (b) of this Agreement are required for the reasonable protection of the Company and its investments, and the Employee expressly acknowledges that such restrictions are fair and reasonable for that purpose. The Employee acknowledges that money damages would not be an adequate or sufficient remedy for any breach of Sections 5(a) and (b)8.10 or 8.12, and that in the event of a breach or threatened breach of Sections 5(a) and (b), the Companythen, in addition to any other rights and remedies existing remedy which may be available to Buyer at law or in its favorequity, Buyer shall be entitledentitled to seek injunctive relief against the breaching Party, as a matter without posting bond or other security, and without the necessity of right, to injunctive relief, including specific performance, from a court of competent jurisdiction in order to enforce, or prevent any violations of, the provisions of Sections 5(a) and (b). The terms of this Section 5(e) shall not prevent the Company from pursuing any other available remedies for any breach proving actual or threatened breach hereof, including but not limited to the recovery of damages from the Employee. If any of the provisions of this Agreement are held to be in any respect an unreasonable restriction upon Employee then they shall be deemed to extend only over the maximum period of time, geographic area, and/or range of activities as to which they may be enforceable. The Employee expressly agrees that all payments and benefits due the Employee under this Agreement shall be subject to the Employee’s compliance with the provisions set forth in this Section 5damage or harm. (f) Except with respect to any shorter term as expressly provided herein, this Section 5 shall survive the expiration or earlier termination of Employee’s relationship with the Company for a period of ten (10) years.

Restrictive Covenants. Employee covenants with the Company as follows (as used in this Section 5, "Company" shall include the Company and its subsidiaries and Affiliates): (a) Employee Seller acknowledges that its management has extensive knowledge and a unique understanding of the SBS Business and has had access to all of the proprietary and confidential information used in the SBS Business. Seller further acknowledges that if it or its Affiliates were to compete with Buyer in such business following the Closing, great harm could come to Buyer and the SBS Business, thereby impairing the value associated with the purchase of Seller Interests and the goodwill of the SBS Business. (b) In furtherance of the sale of the Seller Interests to Buyer hereunder by virtue of the transaction contemplated by this Agreement and to more effectively protect the value of the SBS Business, Seller covenants and agrees that, for a period five (5) years from and after the Closing Date (the “Restricted Period”), it shall not, and shall cause Sxxxxxx Financial Corp., a New York corporation (“Parent”), not disclose to, whether for compensation or reveal to without compensation, directly or indirectly, as an owner, principal, partner, member, shareholder, independent contractor, director, consultant, joint venturer, investor, licensor, lender or in any unauthorized person other capacity whatsoever, alone, or knowingly use for Employee’s own benefitin association with any other Person, carry on, be engaged or take part in, or render services or advice to, own, share in the earnings of, invest in the stocks, bonds or other securities of, or otherwise become financially interested in, any trade secret or other confidential information relating Person engaged in a business that is competitive to the Company, SBS Business using the “Sxxxxxx” name or to any of the businesses operated by it, including, without limitation, any customer lists, customer needs, price and performance information, processes, specifications, hardware, software, devices, supply sources and characteristics, business opportunities, potential business interests, marketing, promotional pricing and financing techniques, or other information relating to the business of the Company, and Employee confirms that such information constitutes the exclusive property of the Company. Such restrictions shall not apply to information which is generally (i) available derivation thereof anywhere in the industry or (ii) disclosed through no fault of Employee or (iii) required to be disclosed pursuant to applicable law or regulation or the order of a governmental or regulatory body (provided that the Company is given reasonable notice of any such required disclosure). Employee agrees that Employee will return to the Company upon request, but in any event upon termination of employment, any physical embodiment of any confidential information and/or any summaries containing any confidential information, in whole in part, in any mediaUnited States. For the avoidance of doubt, nothing in this Agreement is intended to impair shall be construed as placing any restriction on the Employee’s rights to make disclosures under any applicable Federal whistleblower law. (b) During the term of employment, and for a period of one year following termination of such employment for any reason business or payment operations of any compensationdirect or indirect shareholder of Parent or on the use by Seller, whichever occurs last, Employee shall not engage, directly Parent or indirectly (which includes, without limitation, owning, managing, operating, controlling, being employed by, giving financial assistance to, participating any direct or indirect shareholder of Seller of the “Sxxxxxx” name or any derivation thereof in or being connected in any material way connection with any person or entity), anywhere in the United States in any activities with KeHe Distributors, LLC (or any subsidiary or Affiliated entity thereof), any business other company which is than a direct competitor of the Company and any other company business that conducts any business for which the Employee is uniquely qualified to serve as a member of senior management as a result of his service to the Company, which for purposes of this Agreement shall mean the following companies: C&S Wholesale Grocers, Inc., (or any subsidiary or Affiliated entity thereof) with respect to (i) the Company’s activities on the date hereof and/or (ii) any activities which the Company becomes involved in during the Employee’s term of employment; provided, however, that Employee’s ownership as a passive investor of less than five percent (5%) of the issued and outstanding stock of a publicly held corporation so engaged, shall not by itself be deemed to constitute such competition. Further, during such one-year period Employee shall not act to induce any of the Company’s vendors, customers or employees to take action that might be disadvantageous to the Company or otherwise disturb such party’s relationship competes with the CompanySBS Business. (c) Employee hereby The covenants set forth in this Section 6.1 (the “Restrictive Covenants”) have been separately bargained for to protect the business, including goodwill, being acquired by Buyer hereunder and to ensure that Buyer shall have the full benefit of the value thereof. Seller recognizes and acknowledges that Employee will treat as the business and markets of Buyer are national in scope, and that Buyer is investing substantial sums in purchasing the Seller Interests and in consideration for the Company’s sole benefitRestrictive Covenants contained herein, that such covenants are necessary in order to protect and maintain the legitimate business interests of Buyer and are reasonable in all respects, and fully that Buyer would not consummate the transaction contemplated by this Agreement but for such agreements. Seller hereby waives any and promptly disclose all right to contest the validity of the Restrictive Covenants on the ground of the breadth of their geographic or product coverage or the length of their term. Seller acknowledges and assign agrees that a substantial and legally sufficient consideration is attributable to the Company without additional compensation, all ideas, information, discoveries, inventions Restrictive Covenants and improvements which are based upon or related Seller hereby waives any right to any confidential information protected under Section 5(a) herein, and which are made, conceived or reduced assert inadequacy of consideration as a defense to practice by Employee during Employee’s employment by enforcement of the Company and within one year after termination thereof. The provisions of this subsection (c) shall apply whether Restrictive Covenants should such ideas, discoveries, inventions, improvements or knowledge are conceived, made or gained by Employee alone or with others, whether during or after usual working hours, either on or off the job, directly or indirectly related to the Company’s business interests (including potential business interests), and whether or not within the realm of Employee’s dutiesenforcement ever become necessary. (d) Employee shallIf Seller breaches, upon request or threatens to commit a breach of, any of Restrictive Covenants, Buyer shall have, in addition to, and not in lieu of, any other rights and remedies available to them under law or in equity, the rights to have the Restrictive Covenants specifically enforced by any court of competent jurisdiction, it being agreed that any breach or threatened breach of the Company, but at no expense to Employee, at any time during or after employment by the Company, sign all instruments and documents and cooperate in such other acts reasonably required to protect rights Restrictive Covenants would cause irreparable injury to the ideasBuyer, discoveries, inventions, improvements the Buyer Members and knowledge referred to above, including applying for, obtaining SBS and enforcing patents and copyrights thereon in any and all countries. (e) The Employee recognizes that the possible restrictions on the Employee’s activities which may occur as a result of the Employee’s performance of the Employee’s obligations under Sections 5(a) and (b) of this Agreement are required for the reasonable protection of the Company and its investments, and the Employee expressly acknowledges that such restrictions are fair and reasonable for that purpose. The Employee acknowledges that money damages would not be provide an adequate or sufficient remedy remedy. Seller covenants and agrees not to oppose any demand for specific performance and injunctive and other equitable relief in case of any breach of Sections 5(a) and (b), and that in the event of a such breach or threatened breach of Sections 5(a) and (b), the Company, in addition to other rights and remedies existing in its favor, shall be entitled, as a matter of right, to injunctive relief, including specific performance, from a court of competent jurisdiction in order to enforce, or prevent any violations of, the provisions of Sections 5(a) and (b). The terms of this Section 5(e) shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, including but not limited to the recovery of damages from the Employee. If any of the provisions of this Agreement are held to be in any respect an unreasonable restriction upon Employee then they shall be deemed to extend only over the maximum period of time, geographic area, and/or range of activities as to which they may be enforceable. The Employee expressly agrees that all payments and benefits due the Employee under this Agreement shall be subject to the Employee’s compliance with the provisions set forth in this Section 5attempted breach. (f) Except with respect to any shorter term as expressly provided herein, this Section 5 shall survive the expiration or earlier termination of Employee’s relationship with the Company for a period of ten (10) years.

Restrictive Covenants. Employee covenants with the Company as follows (as used in this Section 5, "Company" shall include the Company and its subsidiaries and Affiliates): (a) Employee shall not disclose or reveal You further agree that, unless CyberCash has materially failed to any unauthorized person or knowingly use for Employee’s own benefitmeet its obligations under this Agreement, any trade secret or other confidential information relating to the Company, or to any of the businesses operated during your employment by it, including, without limitation, any customer lists, customer needs, price and performance information, processes, specifications, hardware, software, devices, supply sources and characteristics, business opportunities, potential business interests, marketing, promotional pricing and financing techniques, or other information relating to the business of the Company, and Employee confirms that such information constitutes the exclusive property of the Company. Such restrictions shall not apply to information which is generally (i) available in the industry or (ii) disclosed through no fault of Employee or (iii) required to be disclosed pursuant to applicable law or regulation or the order of a governmental or regulatory body (provided that the Company is given reasonable notice of any such required disclosure). Employee agrees that Employee will return to the Company upon request, but in any event upon termination of employment, any physical embodiment of any confidential information and/or any summaries containing any confidential information, in whole in part, in any media. For the avoidance of doubt, nothing in this Agreement is intended to impair the Employee’s rights to make disclosures under any applicable Federal whistleblower law. (b) During the term of employment, CyberCash and for a period of one year following eighteen months (or, if you were employed by CyberCash for less than eighteen months and you are not receiving the above described severance pay, for a shorter period equal to the duration of your employment by CyberCash) commencing on the date of termination of such your employment with CyberCash (the "Termination Date"), you shall not: i) solicit business or perform work for any reason of CyberCash's past or payment present clients, or for any of CyberCash's prospective clients to whom CyberCash has made written proposals within six months prior to the Termination Date, either directly or indirectly, for the benefit of anyone other than CyberCash or participate or assist in any way in the solicitation of business from or performance of work for any such clients as an independent contractor or consultant to any other entity unless the business being solicited or the work being performed is not directly competitive with the services and products provided by the CyberCash to such clients (the business of CyberCash is international in scope, therefore, the restrictions of this paragraph shall apply worldwide); ii) hire any past or present CyberCash employee, or knowingly attempt to induce any employee of CyberCash to leave CyberCash's employ; iii) either directly or indirectly, alone or in association with others, become an employee, officer, director, partner or five percent or greater stockholder of, or consultant to, any entity which engages in the development, sale or marketing of software or services to enable electronic payments, or in any other business which is directly competitive with any business conducted by CyberCash; and iv) enter the employ of any compensationperson, whichever occurs last, Employee shall not engage, directly firm or indirectly (which includes, without limitation, owning, managing, operating, controlling, being employed by, giving financial assistance to, participating in or being connected other entity engaged in any material way business that directly competes with any person or entity), anywhere in the United States in any activities with KeHe Distributors, LLC (or any subsidiary or Affiliated entity thereof), any other company which is a direct competitor of the Company and Business, as defined below, or render any services to any person, firm or other company entity for use in directly competing with the Company Business. b) You acknowledge that conducts any business for which the Employee is uniquely qualified to serve as a member of senior management as a result of his service to the Company, which for purposes of this Agreement shall mean the following companies: C&S Wholesale Grocers, Inc., (or any subsidiary or Affiliated entity thereof) with respect to (i) CyberCash is engaged and in the Company’s activities on future will be engaged in the business of providing technology and services to enable electronic payments (the foregoing, together with any other businesses that CyberCash engages from the date hereof and/or to the date of the termination of this Agreement, being hereinafter referred to as the "Company Business"); (ii) any activities which your services to CyberCash have been and will continue to be special and unique and have immeasurable value to CyberCash; (iii) your work for CyberCash allows you access to trade secrets of and confidential information concerning CyberCash; (iv) the Company becomes involved Business is national and international in during the Employee’s term of employmentscope; provided, however, that Employee’s ownership as a passive investor of less than five percent (5%v) of the issued CyberCash would not have entered into this Agreement and outstanding stock of a publicly held corporation so engaged, shall not by itself be deemed to constitute such competition. Further, during such one-year period Employee shall not act to induce any of the Company’s vendors, customers or employees to take action that might be disadvantageous to the Company or otherwise disturb such party’s relationship with the Company. (c) Employee hereby acknowledges that Employee will treat as employed you but for the Company’s sole benefit, agreements and fully and promptly disclose and assign to the Company without additional compensation, all ideas, information, discoveries, inventions and improvements which are based upon or related to any confidential information protected under Section 5(a) herein, and which are made, conceived or reduced to practice by Employee during Employee’s employment by the Company and within one year after termination thereof. The provisions of covenants contained in this subsection (c) shall apply whether such ideas, discoveries, inventions, improvements or knowledge are conceived, made or gained by Employee alone or with others, whether during or after usual working hours, either on or off the job, directly or indirectly related to the Company’s business interests (including potential business interests), and whether or not within the realm of Employee’s duties. (d) Employee shall, upon request of the Company, but at no expense to Employee, at any time during or after employment by the Company, sign all instruments and documents and cooperate in such other acts reasonably required to protect rights to the ideas, discoveries, inventions, improvements and knowledge referred to above, including applying for, obtaining and enforcing patents and copyrights thereon in any and all countries. (e) The Employee recognizes that the possible restrictions on the Employee’s activities which may occur as a result of the Employee’s performance of the Employee’s obligations under Sections 5(a) Agreement; and (bvi) of the agreements and covenants contained in this Agreement are required for essential to protect the reasonable protection business and goodwill of the Company and its investments, and the Employee expressly acknowledges that such restrictions are fair and reasonable for that purpose. The Employee acknowledges that money damages would not be an adequate or sufficient remedy for any breach of Sections 5(a) and (b), and that in the event of a breach or threatened breach of Sections 5(a) and (b), the Company, in addition to other rights and remedies existing in its favor, shall be entitled, as a matter of right, to injunctive relief, including specific performance, from a court of competent jurisdiction in order to enforce, or prevent any violations of, the provisions of Sections 5(a) and (b). The terms of this Section 5(e) shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, including but not limited to the recovery of damages from the Employee. If any of the provisions of this Agreement are held to be in any respect an unreasonable restriction upon Employee then they shall be deemed to extend only over the maximum period of time, geographic area, and/or range of activities as to which they may be enforceable. The Employee expressly agrees that all payments and benefits due the Employee under this Agreement shall be subject to the Employee’s compliance with the provisions set forth in this Section 5CyberCash. (f) Except with respect to any shorter term as expressly provided herein, this Section 5 shall survive the expiration or earlier termination of Employee’s relationship with the Company for a period of ten (10) years.

Restrictive Covenants. Employee covenants with 7.1 The Executive agrees, undertakes and warrants that during the Company as follows (as used in this Section 5Term of his employment, "Company" he shall include the Company and its subsidiaries and Affiliates):not: (a) Employee shall not disclose solicit or reveal entice or endeavor to any unauthorized person solicit or knowingly use for Employee’s own benefit, any trade secret or other confidential information relating to the Company, or to any of the businesses operated by it, including, without limitation, any customer lists, customer needs, price and performance information, processes, specifications, hardware, software, devices, supply sources and characteristics, business opportunities, potential business interests, marketing, promotional pricing and financing techniques, or other information relating to the business of the Company, and Employee confirms that such information constitutes the exclusive property of the Company. Such restrictions shall not apply to information which is generally (i) available in the industry or (ii) disclosed through no fault of Employee or (iii) required to be disclosed pursuant to applicable law or regulation or the order of a governmental or regulatory body (provided that entice away from the Company is given reasonable notice any director, manager or employee of any such required disclosure). Employee agrees that Employee will return to company whether or not such person would commit any breach of his contract of employment by reason of leaving the Company upon request, but in any event upon termination service of employment, any physical embodiment of any confidential information and/or any summaries containing any confidential information, in whole in part, in any media. For the avoidance of doubt, nothing in this Agreement is intended to impair the Employee’s rights to make disclosures under any applicable Federal whistleblower law.such company; (b) During in competition with the term of employmentCompany seek, endeavor to entice away or solicit business from any person, firm, company, organization, concern, undertaking, body corporate to whom the Company at any time during the Appointment made a pitch or presentation or an offer or request to provide services; (c) seek or accept employment from any parties which would be in competition with the Company, saved and for a period of one year following termination unless the disclosure of such employment for any reason has been made to and approved by the Company; (d) interfere or payment seek to interfere with or make arrangements which have the effect of any compensation, whichever occurs last, Employee shall not engage, directly harming contractual or indirectly (which includes, without limitation, owning, managing, operating, controlling, being employed by, giving financial assistance to, participating in or being connected in any material way with any person or entity), anywhere in the United States in any activities with KeHe Distributors, LLC (or any subsidiary or Affiliated entity thereof), any other company which is a direct competitor of trade relations between the Company and any other company that conducts third parties; or (e) With respect to any business for Confidential Information disclosed to the Executive or to which the Employee Executive has access, the Executive shall maintain strict confidence, either during or after the termination of the Appointment without limit in point of time and shall not deal with the same in any other manner except as authorised or required by the duties herein provided. 7.2 The foregoing restrictions on the Executive’s right to use and disclose Confidential Information shall not apply to any Confidential Information include: (a) is uniquely qualified or becomes public knowledge other than through the fault of the Executive; (b) the Executive received the express written approval of the Company to serve as a member of senior management as a result of his service use or disclose to the Company, which for purposes of this Agreement shall mean extent and in the following companies: C&S Wholesale Grocers, Inc., (or any subsidiary or Affiliated entity thereof) with respect to (i) manner permitted by the Company’s activities on the date hereof and/or (ii) any activities which the Company becomes involved in during the Employee’s term of employment; provided, however, that Employee’s ownership as a passive investor of less than five percent (5%) of the issued and outstanding stock of a publicly held corporation so engaged, shall not by itself be deemed to constitute such competition. Further, during such one-year period Employee shall not act to induce any of the Company’s vendors, customers or employees to take action that might be disadvantageous to the Company or otherwise disturb such party’s relationship with the Company.or (c) Employee the Executive is required to disclose pursuant to the lawful requirement or request of a governmental agency having jurisdiction over it, provided that, the Executive shall give the Company notice of same as soon as practicable. 7.3 Whilst the restrictions contained in this Clause are considered by the parties to be reasonable in all circumstances, it is recognized that restrictions of the nature in question may fail for technical reasons unforeseen and accordingly it is hereby acknowledges agreed and declared that Employee will treat if any such restrictions shall be adjudged to be void as going beyond what is reasonable in all the circumstances for the Company’s sole benefit, and fully and promptly disclose and assign to the Company without additional compensation, all ideas, information, discoveries, inventions and improvements which are based upon or related to any confidential information protected under Section 5(a) herein, and which are made, conceived or reduced to practice by Employee during Employee’s employment by the Company and within one year after termination thereof. The provisions of this subsection (c) shall apply whether such ideas, discoveries, inventions, improvements or knowledge are conceived, made or gained by Employee alone or with others, whether during or after usual working hours, either on or off the job, directly or indirectly related to the Company’s business interests (including potential business interests), and whether or not within the realm of Employee’s duties. (d) Employee shall, upon request of the Company, but at no expense to Employee, at any time during or after employment by the Company, sign all instruments and documents and cooperate in such other acts reasonably required to protect rights to the ideas, discoveries, inventions, improvements and knowledge referred to above, including applying for, obtaining and enforcing patents and copyrights thereon in any and all countries. (e) The Employee recognizes that the possible restrictions on the Employee’s activities which may occur as a result of the Employee’s performance of the Employee’s obligations under Sections 5(a) and (b) of this Agreement are required for the reasonable protection of the Company and its investments, and the Employee expressly acknowledges that such restrictions are fair and reasonable for that purpose. The Employee acknowledges that money damages would not be an adequate or sufficient remedy for any breach interest of Sections 5(a) and (b), and that in the event of a breach or threatened breach of Sections 5(a) and (b), the Company, in addition to other rights and remedies existing in its favor, shall be entitled, as a matter of right, to injunctive relief, including specific performance, from a court of competent jurisdiction in order to enforce, or prevent any violations of, the provisions of Sections 5(a) and (b). The terms of this Section 5(e) shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, including but not limited to the recovery of damages from the Employee. If any would be valid if part of the provisions of this Agreement are held to be in any respect an unreasonable wording thereof were deleted or the periods (if any) thereof were reduced the said restriction upon Employee then they shall be deemed to extend only over the maximum period of time, geographic area, and/or range of activities apply with such modifications as to which they may be enforceable. The Employee expressly agrees that all payments necessary to make it valid and benefits due the Employee under this Agreement shall be subject to the Employee’s compliance with the provisions set forth in this Section 5effective. (f) Except with respect to any shorter term as expressly provided herein, this Section 5 shall survive the expiration or earlier termination of Employee’s relationship with the Company for a period of ten (10) years.

Restrictive Covenants. Employee covenants with the Company as follows (as used in this Section 5, "Company" shall include a) Executive acknowledges and agrees that (i) through his continuing services to the Company and its subsidiaries Affiliates, he will learn valuable trade secrets and Affiliates): (a) Employee shall not disclose or reveal to any unauthorized person or knowingly use for Employee’s own benefit, any trade secret or other confidential proprietary information relating to the Company's and the Affiliates' respective businesses, or (ii) Executive's services to the Company and its Affiliates are unique in nature, and (iii) the Company and its Affiliates would be irreparably damaged if Executive were to provide services to any person or entity in violation of the businesses operated by itrestrictions contained in this Agreement. Accordingly, includingas an inducement to the Company and CHS to enter into this Agreement, Executive agrees that neither Executive nor any Affiliate of Executive shall, directly or indirectly, without limitation, any customer lists, customer needs, price and performance information, processes, specifications, hardware, software, devices, supply sources and characteristics, business opportunities, potential business interests, marketing, promotional pricing and financing techniques, or other information relating to the business prior written consent of the Company, and Employee confirms that such information constitutes the exclusive property of the Company. Such restrictions shall not apply to information Company (which is generally may be withheld in its sole discretion): (i) available in the industry or (ii) disclosed through no fault of Employee or (iii) required to be disclosed pursuant to applicable law or regulation or the order of a governmental or regulatory body (provided that the Company is given reasonable notice of any such required disclosure). Employee agrees that Employee will return to the Company upon request, but in any event upon termination of employment, any physical embodiment of any confidential information and/or any summaries containing any confidential information, in whole in part, in any media. For the avoidance of doubt, nothing in this Agreement is intended to impair the Employee’s rights to make disclosures under any applicable Federal whistleblower law. (b) During the term of employmentEmployment Term, and for a the period of one year following termination of such employment for any reason during which Executive receives severance payments, if any, pursuant to the Executive's Employment Agreement, engage or payment of any compensation, whichever occurs last, Employee shall not engage, directly or indirectly (which includes, without limitation, owning, managing, operating, controlling, being employed by, giving financial assistance to, participating in or being connected in any material way with any person or entity)participate in, anywhere in the United States in States, as an employee, owner, partner, shareholder, officer, director, member, advisor, consultant, lender, agent or (without limitation by the specific enumeration of the foregoing) otherwise, or permit his name to be used by or render services of any activities with KeHe Distributorstype for, LLC any Competing Business (as defined herein) or any subsidiary person or Affiliated entity thereof), any other company which is developing a direct competitor of the Company and any other company that conducts any business for which the Employee is uniquely qualified to serve as a member of senior management as a result of his service to the Company, which for purposes of this Agreement shall mean the following companies: C&S Wholesale Grocers, Inc., (or any subsidiary or Affiliated entity thereof) with respect to (i) the Company’s activities on the date hereof and/or (ii) any activities which the Company becomes involved in during the Employee’s term of employmentCompeting Business; provided, however, that Employee’s ownership nothing in this Agreement shall prevent Executive from acquiring or owning, as a passive investor of less than investment, up to five percent (5%) of the issued outstanding securities of an entity engaged in a Competing Business which are publicly traded in any recognized national securities market; (ii) During the Employment Term, and outstanding stock for the period during which Executive receives severance payments, if any, pursuant to the Executive's Employment Agreement, take any action which could reasonably be expected to divert from the Company or any of its Affiliates any opportunity which would be within the scope of the Company's or such Affiliate's business; (iii) During the Employment Term, for the period during which Executive receives severance payments, if any, pursuant to the Executive's Employment Agreement, and if Executive terminates his employment with the Company or the Company terminates his employment for Just Cause, continuing for a publicly held corporation so engagedperiod of twelve months after such termination (the "Restricted Period"), shall not solicit or attempt to solicit any person or entity who is or has been (A) a customer of the Company or any of its Affiliates at any time within one (1) year prior to the date of termination of Executive's employment to purchase any product or service which may be provided by itself be deemed to constitute such competition. Furtherthe Company or any of its Affiliates or (B) a customer, during such one-year period Employee shall not act to induce supplier, licensor, licensee or other business relation of the Company or any of its Affiliates conducting business with any of the Company’s vendorsCompany or such Affiliates at any time within one (1) year prior to the date of termination of Executive's employment to cease doing business with, customers or employees to take action that might be disadvantageous to alter or limit its business relationship with, the Company or otherwise disturb any such party’s relationship Affiliate; or (iv) During the Employment Term, for the period during which Executive receives severance payments, if any, pursuant to the Executive's Employment Agreement, and during the Restricted Period if Executive terminates his employment with the CompanyCompany or the Company terminates his employment for Just Cause, solicit, induce or encourage any officers, employees, representatives or agents of the Company or the Affiliates to terminate, limit or alter their association with the Company or any such Affiliate other than through public advertisements for employment not directed at employees of the Company or an Affiliate. Schedule A attached hereto and incorporated herein by reference contains a list of Competing Businesses. The Company shall have the right to periodically update Schedule A in order to reflect current market conditions. As used herein, a "Competing Business" shall mean a business which is, in whole or in part, directly or indirectly, competitive with the business of the Company or any Affiliate as conducted at the time of enforcement of this Section 13 (if such enforcement occurs prior to the termination of Executive's employment) or at the time of the termination of Executive's employment (if enforcement of this Section 13 occurs at or following such time) or under development at either such time, as the case may be, and expected to be introduced or undertaken within one year following such date of enforcement. Without limiting the generality of the foregoing sentence, the term Competing Business shall include the Business of (A) distributing, marketing and selling (as a master distributor, stocking distributor, other distributor or on consignment or otherwise) specialty wire and cable products (and other wire and cable products), including without limitation, specialty wire and cable products used in (x) pulp and paper xxxxx, petrochemical facilities, steel xxxxx, factory automation and other industrial applications, (x) computer facilities and equipment, (y) local area networks and (z) telecommunications; and (B) providing storage, maintenance, delivery, quality control, sales and other services with respect to wire and cable products (collectively, the "Business"). (c) Employee hereby acknowledges that Employee will treat as for the Company’s sole benefit, and fully and promptly disclose and assign to the Company without additional compensation, all ideas, information, discoveries, inventions and improvements which are based upon or related to any confidential information protected under Section 5(a) herein, and which are made, conceived or reduced to practice by Employee during Employee’s employment by the Company and within one year after termination thereof. The provisions of this subsection (c) shall apply whether such ideas, discoveries, inventions, improvements or knowledge are conceived, made or gained by Employee alone or with others, whether during or after usual working hours, either on or off the job, directly or indirectly related to the Company’s business interests (including potential business interests), and whether or not within the realm of Employee’s duties. (d) Employee shall, upon request of the Company, but at no expense to Employee, at any time during or after employment by the Company, sign all instruments and documents and cooperate in such other acts reasonably required to protect rights to the ideas, discoveries, inventions, improvements and knowledge referred to above, including applying for, obtaining and enforcing patents and copyrights thereon in any and all countries. (e) The Employee recognizes that the possible restrictions on the Employee’s activities which may occur as a result of the Employee’s performance of the Employee’s obligations under Sections 5(a) and (b) (i) Executive understands and acknowledges, that by virtue of this Agreement are required for the reasonable protection of his position with the Company and its investmentsAffiliates, and the Employee expressly acknowledges that such restrictions are fair and reasonable for that purpose. The Employee acknowledges that money damages would not be an adequate or sufficient remedy for any breach of Sections 5(a) and he may have access to certain Confidential Information (b), and that in the event of a breach or threatened breach of Sections 5(a) and (bas defined below), the Company, in addition to other rights and remedies existing in its favor, shall be entitled, as a matter disclosure or use of right, to injunctive relief, including specific performance, from a court of competent jurisdiction in order to enforce, or prevent any violations of, the provisions of Sections 5(a) and (b). The terms of this Section 5(e) shall not prevent which may damage the Company from pursuing any other available remedies for any breach or threatened breach hereof, including but not limited to the recovery of damages from the Employee. If any of the provisions of this Agreement are held to be in any respect an unreasonable restriction upon Employee then they shall be deemed to extend only over the maximum period of time, geographic area, and/or range of activities as to which they may be enforceable. The Employee expressly agrees that all payments and benefits due the Employee under this Agreement shall be subject to the Employee’s compliance with the provisions set forth in this Section 5its Affiliates. (f) Except with respect to any shorter term as expressly provided herein, this Section 5 shall survive the expiration or earlier termination of Employee’s relationship with the Company for a period of ten (10) years.

Restrictive Covenants. Employee covenants with During the Company as follows (as used in this Section 5Employment Period and for the entire period during which the Executive is to receive salary continuation payments under Paragraph 4.3 or Paragraph 4.4 below, "Company" whether or not those salary continuation payments are delayed pursuant to Paragraph 5.1, the Executive shall include the Company and its subsidiaries and Affiliates):not: (ai) Employee shall not disclose reveal, disclose, use or reveal to otherwise utilize any unauthorized person or knowingly use for Employee’s own benefitconfidential, any trade secret or other confidential proprietary information relating to the Company, or to any of the businesses operated by it, including, without limitation, any customer lists, customer needs, price and performance information, processes, specifications, hardware, software, devices, supply sources and characteristics, business opportunities, potential business interests, marketing, promotional pricing and financing techniques, or other information relating to the business of the Company, including, but not limited to its customer and Employee confirms that such information constitutes the exclusive property vendor information,pricing, discounts, and other sales terms for Customers, financial plans and projections, budget, methodologies, tools, techniques and other methods of the Company. Such restrictions shall not apply doing business unique to information Company and which provide Company a competitive advantage, which is generally (i) available not in the industry public domain, hereafter "Confidential Information." This Confidential Information shall be provided to Executive by the Company to enable him to successfully perform his job responsibilities, and Executive covenants not to use, disclose or reveal this Confidential Information, except as authorized by the Company for its benefit. (ii) disclosed through no fault anywhere within the company's leasehold operations or areas of Employee mutual interest agreed upon in writing render any services or (iii) required provide any advice, assistance or support to be disclosed pursuant to applicable law any Competing Business, whether as an employee, agent, representative, consultant,partner, officer, director or regulation stockholder or the order of a governmental or regulatory body (provided that the Company is given reasonable notice of any such required disclosure). Employee agrees that Employee will return to the Company upon request, but in any event upon termination of employment, any physical embodiment of any confidential information and/or any summaries containing any confidential information, in whole in part, in any media. For the avoidance of doubt, nothing in this Agreement is intended to impair the Employee’s rights to make disclosures under any applicable Federal whistleblower law. (b) During the term of employment, and for a period of one year following termination of such employment for any reason or payment of any compensation, whichever occurs last, Employee shall not engage, directly or indirectly (which includes, without limitation, owning, managing, operating, controlling, being employed by, giving financial assistance to, participating in or being connected in any material way with any person or entity), anywhere in the United States in any activities with KeHe Distributors, LLC (or any subsidiary or Affiliated entity thereof), any other company which is a direct competitor of the Company and any other company that conducts any business for which the Employee is uniquely qualified to serve as a member of senior management as a result of his service to the Company, which for purposes of this Agreement shall mean the following companies: C&S Wholesale Grocers, Inc., (or any subsidiary or Affiliated entity thereof) with respect to (i) the Company’s activities on the date hereof and/or (ii) any activities which the Company becomes involved in during the Employee’s term of employmentcapacity; provided, however, that Employee’s ownership as the Company acknowledges and agrees that the Executivemay make a passive investor investment representing an interest of less than five percent (5%) of an outstanding class of publicly-traded securities of any corporation or other enterprise which may constitute a Competing Business hereunder; (iii) contact, solicit or call upon any customer of the issued and outstanding stock Company with whom Executive worked or about which Executive received Confidential Information, on behalf of a publicly held corporation so engagedany person or entity other than the Company for the purpose of selling any products or providing or performing any services of the type normally sold, shall not by itself be deemed to constitute such competition. Further, during such one-year period Employee shall not act provided or performedby the Company; (iv) induce or attempt to induce any of the Company’s vendors, customers person or employees entity to take action that might be disadvantageous to the Company curtail or otherwise disturb cancel any business or contracts which such party’s relationship person or entity has with the Company.; (cv) Employee hereby acknowledges that Employee will treat as for the Company’s sole benefit, and fully and promptly disclose and assign to the Company without additional compensation, all ideas, information, discoveries, inventions and improvements which are based upon or related to any confidential information protected under Section 5(a) herein, and which are made, conceived or reduced to practice by Employee during Employee’s employment by the Company and within one year after termination thereof. The provisions of this subsection (c) shall apply whether such ideas, discoveries, inventions, improvements or knowledge are conceived, made or gained by Employee alone or with others, whether during or after usual working hours, either on or off the job, directly or indirectly related encourage or solicit any employee, consultant or independent contractor to leave the Company’s business interests (including potential business interests), and whether employment or not within the realm of Employee’s duties. (d) Employee shall, upon request of the Company, but at no expense to Employee, at any time during or after employment by the Company, sign all instruments and documents and cooperate in such other acts reasonably required to protect rights to the ideas, discoveries, inventions, improvements and knowledge referred to above, including applying for, obtaining and enforcing patents and copyrights thereon in any and all countries. (e) The Employee recognizes that the possible restrictions on the Employee’s activities which may occur as a result of the Employee’s performance of the Employee’s obligations under Sections 5(a) and (b) of this Agreement are required for the reasonable protection service of the Company (or any affiliated company) for any reason or interfere in any other manner with any employment or service relationshipsat the time existing between the Company (or any affiliated company) and its investmentsemployees, and the Employee expressly acknowledges that such restrictions are fair and reasonable for that purpose. The Employee acknowledges that money damages would not be an adequate consultantsand independent contractors; or (vi) directly or sufficient remedy for indirectly solicit any breach vendor, supplier, licensor, licensee or other business affiliate of Sections 5(a) and (b), and that in the event of a breach or threatened breach of Sections 5(a) and (b), the Company, in addition to other rights and remedies existing in its favor, shall be entitled, as a matter of right, to injunctive relief, including specific performance, from a court of competent jurisdiction in order to enforce, or prevent any violations of, the provisions of Sections 5(a) and (b). The terms of this Section 5(e) shall not prevent the Company from pursuing (or any other available remedies for affiliated company) or directly or indirectly induce any breach or threatened breach hereof, including but not limited such person to the recovery of damages from the Employee. If any of the provisions of this Agreement are held to be in any respect an unreasonable restriction upon Employee then they shall be deemed to extend only over the maximum period of time, geographic area, and/or range of activities as to which they may be enforceable. The Employee expressly agrees that all payments and benefits due the Employee under this Agreement shall be subject to the Employee’s compliance with the provisions set forth in this Section 5. (f) Except with respect to any shorter term as expressly provided herein, this Section 5 shall survive the expiration or earlier termination of Employee’s terminate its existing business relationship with the Company for a period of ten (10or affiliated company) yearsor interfere in any other manner with any existing business relationship between the Company (or any affiliated company) and any such vendor, supplier, licensor, licensee or other business affiliate.

Restrictive Covenants. Employee covenants with the Company as follows (as used in this Section 5, "Company" shall include the Company and its subsidiaries and Affiliates): (a) Employee shall not disclose During Officer's employment with Gateway and for a period of one (1) year following the date Officer's employment with Gateway ends, Officer will not, directly or reveal to indirectly, either as a principal, agent, employee, employer, stockholder, partner or in any unauthorized person other individual or knowingly use for Employee’s own benefitrepresentative capacity whatsoever, serve in a position where Officer is engaged in the process of providing services or products that compete with the services or products provided by HRB or any trade secret direct or other confidential information relating to the Company, or to any indirect wholly owned subsidiary of the businesses operated by itHRB, including, without limitationbut not limited to, Gateway, Bank of Hampton Roads and Shore Bank, their successors or assigns, at any customer lists, customer needs, price and performance information, processes, specifications, hardware, software, devices, supply sources and characteristics, business opportunities, potential business interests, marketing, promotional pricing and financing techniques, or other information relating to time during the business last year of the Company, and Employee confirms that such information constitutes the exclusive property of the CompanyOfficer’s employment with Gateway. Such restrictions This restriction shall not only apply to information which is generally within a one-hundred (i100) available in the industry or (ii) disclosed through no fault of Employee or (iii) required to be disclosed pursuant to applicable law or regulation or the order of a governmental or regulatory body (provided that the Company is given reasonable notice mile radius of any such required disclosure). Employee agrees that Employee will return to office or branch operated by Gateway, Shore Bank, Bank of Hampton Roads, HRB or any direct or indirect wholly owned subsidiary of HRB on the Company upon request, but in any event upon termination of employment, any physical embodiment of any confidential information and/or any summaries containing any confidential information, in whole in part, in any media. For the avoidance of doubt, nothing in this Agreement is intended to impair the Employeedate Officer’s rights to make disclosures under any applicable Federal whistleblower lawemployment with Gateway ends. (b) During the term of employment, Officer's employment with Gateway and for a period of one (1) year following termination the later of such (i) the date Officer's employment for with Gateway ends or (ii) the date Officer ceases to receive any reason payment from Gateway pursuant to any agreement (except as provided below), Officer will not solicit, or payment of any compensation, whichever occurs last, Employee shall not engage, directly or indirectly (which includes, without limitation, owning, managing, operating, controlling, being employed by, giving financial assistance to, participating in or being connected in any material way with assist any person or entity)entity to solicit, anywhere in any person or entity who, during the United States in any activities six (6) month period prior to the date Officer’s employment with KeHe DistributorsGateway ends, LLC (paid or engaged Gateway, Shore Bank, Bank of Hampton Roads, HRB or any direct or indirect wholly owned subsidiary of HRB, for products or Affiliated entity thereof)services, for the purpose of providing services or selling products where those services or products compete with the services or products offered by Gateway, Shore Bank, Bank of Hampton Roads, HRB or any other company which is a direct competitor or indirect wholly owned subsidiary of HRB, as of the Company and any other company that conducts any business for which the Employee date Officer’s employment with Gateway ends. If Officer’s employment with Gateway is uniquely qualified to serve as a member of senior management terminated by either Gateway or Officer as a result of his service to a “Change in Control” of HRB, then the Company, which for duration of the restriction set forth in this section 2(b) shall be one (1) year from the date Officer’s employment with Gateway ends. For purposes of this Agreement Agreement, a “Change in Control” shall mean be defined as (a) the following companies: C&S Wholesale Grocersdate that any one person, Inc.or more than one person, acting as a group, acquires ownership of stock of HRB that, together with stock held by such person or group constitutes more than 50% of the total fair market value or total voting power of the stock of HRB , (or any subsidiary or Affiliated entity thereof) with respect to (ib) the Company’s activities date any one person, or more than one person, acting as a group, acquires (or has acquired ownership during the twelve (12) month period ending on the date hereof and/or (ii) any activities which the Company becomes involved in during the Employee’s term of employment; provided, however, that Employee’s ownership as a passive investor of less than five percent (5%) of the issued and outstanding most recent acquisition by such person) ownership of stock of a publicly held corporation so engaged, shall not by itself be deemed to constitute such competition. Further, during such one-year period Employee shall not act to induce any HRB possessing 30% or more of the Companytotal voting power of the stock, or (c) the date a majority of the members of HRB’s vendors, customers Board of Directors are replaced during any twelve (12) month period by directors whose appointment or employees to take action that might be disadvantageous to election is not endorsed by a majority of the Company members of HRB’s Board of Directors before the date of the appointment or otherwise disturb such party’s relationship with the Companyelection. (c) Employee hereby acknowledges that Employee will treat as During Officer's employment with Gateway and for a period of one (1) year following the Companylater of (i) the date Officer’s sole benefit, and fully and promptly disclose and assign employment with Gateway ends or (ii) the date Officer ceases to the Company without additional compensation, all ideas, information, discoveries, inventions and improvements which are based upon or related receive any payment from Gateway pursuant to any confidential information protected under Section 5(aagreement, Officer agrees that he will not on his own behalf or on behalf of any person or entity, in any capacity, solicit, recruit or hire or assist others in soliciting, recruiting or hiring any person who, during the twelve (12) hereinmonths preceding the termination of Officer's employment with Gateway, and which are madewas an employee or officer with Gateway, conceived Shore Bank, Bank of Hampton Roads, HRB or reduced to practice by Employee during Employeeany direct or indirect wholly owned subsidiary of HRB. If Officer’s employment with Gateway is terminated by either Gateway or the Company and within one year after termination thereof. The provisions Officer as a result of a “Change in Control” (as defined above) of HRB, then the duration of the restriction set forth in this subsection (csection 2(c) shall apply whether such ideas, discoveries, inventions, improvements or knowledge are conceived, made or gained by Employee alone or be one (1) year from the date Officer’s employment with others, whether during or after usual working hours, either on or off the job, directly or indirectly related to the Company’s business interests (including potential business interests), and whether or not within the realm of Employee’s dutiesGateway ends. (d) Employee shallDuring Officer's employment with Gateway, upon request and at all times thereafter, Officer agrees not to disclose, communicate or divulge to any third party, or use, or permit others to use, any confidential information of the CompanyGateway, but at no expense Shore Bank, Bank of Hampton Roads, HRB or any direct or indirect wholly owned subsidiary of HRB. For purposes of this Agreement, “confidential information” shall mean all information disclosed to EmployeeOfficer, at any time during or after known to Officer as a consequence of or through Officer’s employment with Gateway, where such information is not generally known by the Companypublic or was regarded or treated as proprietary by Gateway, sign all instruments and documents and cooperate in such other acts reasonably required to protect rights to the ideasShore Bank, discoveriesBank of Hampton Roads, inventionsHRB or any direct or indirect wholly owned subsidiary of HRB. Subsections (a), improvements and knowledge referred to above, including applying for, obtaining and enforcing patents and copyrights thereon in any and all countries. (e) The Employee recognizes that the possible restrictions on the Employee’s activities which may occur as a result of the Employee’s performance of the Employee’s obligations under Sections 5(a) and (b) of this Agreement are required for the reasonable protection of the Company and its investments, and the Employee expressly acknowledges that such restrictions are fair and reasonable for that purpose. The Employee acknowledges that money damages would not be an adequate or sufficient remedy for any breach of Sections 5(a) and (b), (c), and (d) of this Section 2 are intended by the parties hereto as separate and divisible provisions, and if for any reason either one is held to be invalid or unenforceable, neither the validity nor the enforceability of the other shall thereby be affected. If any court holds that in the event whole or any part of a breach or threatened breach of Sections 5(a) and Subsections (a), (b), (c), and (d) is unenforceable by reason of the Companyextent, in addition duration or geographic scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographic scope, or other rights provisions hereof, and remedies existing in its favor, reduced form such Section shall be entitled, as a matter of right, to injunctive relief, including specific performance, from a court of competent jurisdiction enforceable in order to enforce, or prevent any violations of, the provisions of Sections 5(a) and (b). The terms of this Section 5(e) shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, including but not limited to the recovery of damages from the Employee. If any of the provisions of this Agreement are held to be in any respect an unreasonable restriction upon Employee then they shall be deemed to extend only over the maximum period of time, geographic area, and/or range of activities as to which they may be enforceable. The Employee expressly agrees that all payments and benefits due the Employee under this Agreement shall be subject to the Employee’s compliance with the provisions set forth in this Section 5manner contemplated hereby. (f) Except with respect to any shorter term as expressly provided herein, this Section 5 shall survive the expiration or earlier termination of Employee’s relationship with the Company for a period of ten (10) years.

Restrictive Covenants. Employee covenants with the Company as follows (as used in this Section 5, "Company" shall include the Company and its subsidiaries and Affiliates): (a) Employee shall not disclose Executive hereby acknowledges and recognizes that during the term of employment by the Corporation, Executive will be privy to trade secrets and confidential proprietary information critical to the Corporation's business and Executive further acknowledges and recognizes that the Corporation would find it extremely difficult or reveal impossible to replace Executive and, accordingly, Executive agrees that, in consideration of the premises contained herein and, the consideration to be received by the Executive hereunder, Executive will not, from the date hereof through the end of the Term of this Agreement and for a six-month period thereafter, (i) directly or indirectly engage in, represent in any unauthorized person way, or knowingly use for Employee’s own benefitbe connected with, any trade secret business or activity (such business or activity being hereinafter called a "Competing Business"), in competition with the Corporation or any Subsidiary in any location throughout the United States of America (the "Restricted Territory"), at the time of Executive's termination of employment with the Corporation, whether such engagement shall be as an officer, director, owner, employee, partner, affiliate or other confidential information relating participant in any Competing Business, (ii) assist others in engaging in any Competing Business in the manner described in the foregoing clause (i) of this paragraph 8(a), (iii) induce other employees of any of the Companies to terminate such employee's employment with any of the CompanyCompanies, or engage in any Competing Business and (iv) induce customers of any of the Companies to terminate such customer's relationship with any of the Companies, or to purchase the goods and services previously supplied by any of the Companies to such customer from any Competing Business. In the event that termination of Executive is without cause under paragraph 6(b) of this Agreement, the restrictions specified above shall be applicable for the Restricted Territory and for the period of time Executive continues to receive compensation from the Corporation pursuant to this Agreement, but in no event for less than six months from the date of such termination without cause. (b) Executive understands that the restrictions contained in paragraph 8(a) of this Agreement may limit Executive's ability to earn a livelihood in a business similar to the businesses operated by itof any of the Companies, but Executive nevertheless believes that Executive will receive sufficient consideration under this Agreement and as an employee of the Corporation and as otherwise provided in this Agreement clearly to justify such restrictions which, in any event (given Executive's education, skills and ability), Executive does not believe would prevent Executive from earning a living. (c) Executive represents and warrants that: (i) Executive is familiar with the covenants not to compete as set forth in paragraph 8(a) of this Agreement; (ii) Executive has had the opportunity to discuss the provisions of the covenants as set forth this section 8 with Executive's personal attorney and has concluded that such provisions (including, without limitation, any customer liststhe right of equitable relief and the length of time provided for herein) are fair, customer needs, price reasonable and performance information, processes, specifications, hardware, software, devices, supply sources and characteristics, business opportunities, potential business interests, marketing, promotional pricing and financing techniques, or other information relating to just under the business of the Company, and Employee confirms that such information constitutes the exclusive property of the Company. Such restrictions shall not apply to information which is generally (i) available in the industry or (ii) disclosed through no fault of Employee or circumstances; (iii) required to be disclosed pursuant to applicable law or regulation or Executive is fully aware of the order obligations, limitations and liabilities included in the covenants as set forth in paragraph 8(a) of a governmental or regulatory body (provided that the Company is given reasonable notice of any such required disclosure). Employee agrees that Employee will return to the Company upon request, but in any event upon termination of employment, any physical embodiment of any confidential information and/or any summaries containing any confidential information, in whole in part, in any media. For the avoidance of doubt, nothing in this Agreement is intended to impair the Employee’s rights to make disclosures under any applicable Federal whistleblower law.Agreement; (b) During the term of employment, and for a period of one year following termination of such employment for any reason or payment of any compensation, whichever occurs last, Employee shall not engage, directly or indirectly (which includes, without limitation, owning, managing, operating, controlling, being employed by, giving financial assistance to, participating in or being connected in any material way with any person or entity), anywhere in the United States in any activities with KeHe Distributors, LLC (or any subsidiary or Affiliated entity thereof), any other company which is a direct competitor of the Company and any other company that conducts any business for which the Employee is uniquely qualified to serve as a member of senior management as a result of his service to the Company, which for purposes of this Agreement shall mean the following companies: C&S Wholesale Grocers, Inc., (or any subsidiary or Affiliated entity thereof) with respect to (iiv) the Company’s scope of activities on the date hereof and/or (ii) any activities which the Company becomes involved covered as set forth in during the Employee’s term of employment; provided, however, that Employee’s ownership as a passive investor of less than five percent (5%) of the issued and outstanding stock of a publicly held corporation so engaged, shall not by itself be deemed to constitute such competition. Further, during such one-year period Employee shall not act to induce any of the Company’s vendors, customers or employees to take action that might be disadvantageous to the Company or otherwise disturb such party’s relationship with the Company. (c) Employee hereby acknowledges that Employee will treat as for the Company’s sole benefit, and fully and promptly disclose and assign to the Company without additional compensation, all ideas, information, discoveries, inventions and improvements which are based upon or related to any confidential information protected under Section 5(a) herein, and which are made, conceived or reduced to practice by Employee during Employee’s employment by the Company and within one year after termination thereof. The provisions of this subsection (c) shall apply whether such ideas, discoveries, inventions, improvements or knowledge are conceived, made or gained by Employee alone or with others, whether during or after usual working hours, either on or off the job, directly or indirectly related to the Company’s business interests (including potential business interests), and whether or not within the realm of Employee’s duties. (d) Employee shall, upon request of the Company, but at no expense to Employee, at any time during or after employment by the Company, sign all instruments and documents and cooperate in such other acts reasonably required to protect rights to the ideas, discoveries, inventions, improvements and knowledge referred to above, including applying for, obtaining and enforcing patents and copyrights thereon in any and all countries. (e) The Employee recognizes that the possible restrictions on the Employee’s activities which may occur as a result of the Employee’s performance of the Employee’s obligations under Sections 5(a) and (bparagraph 8(a) of this Agreement are required for is substantially similar to those activities to be performed by Executive pursuant to this Agreement; (v) the reasonable protection duration of the Company and its investments, and the Employee expressly acknowledges that such restrictions are fair and reasonable for that purpose. The Employee acknowledges that money damages would not be an adequate or sufficient remedy for any breach of Sections 5(acovenants as set forth in paragraph 8(a) and (b), and that in the event of a breach or threatened breach of Sections 5(a) and (b), the Company, in addition to other rights and remedies existing in its favor, shall be entitled, as a matter of right, to injunctive relief, including specific performance, from a court of competent jurisdiction in order to enforce, or prevent any violations of, the provisions of Sections 5(a) and (b). The terms of this Section 5(e) shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, including but not limited to the recovery of damages from the Employee. If any of the provisions of this Agreement are held have been agreed upon as a reasonable restriction, giving consideration to be the following factors: (A) Executive and the Corporation reasonably anticipate that this Agreement, although terminable in any respect an unreasonable restriction upon Employee then they shall be deemed to extend only over the maximum period accordance with section 6 of time, geographic area, and/or range of activities as to which they may be enforceable. The Employee expressly agrees that all payments and benefits due the Employee under this Agreement shall be subject or otherwise, may continue in effect for sufficient duration to allow Executive to attain superior bargaining strength and an ability for unfair competition with respect to the Employee’s compliance with customers of the provisions Companies and (B) the duration of the covenants as set forth in paragraph 8(a) of this Section 5. (f) Except Agreement is a reasonably necessary period to allow the Companies to restore the Companies' position of equivalent bargaining strength and fair competition with respect to any shorter term such customers; (vi) the geographical territory covered hereby has been agreed upon as expressly provided hereina reasonable geographical restriction; and (vii) the Corporation is relying upon the representations, warranties and covenants of Executive contained in this Section 5 shall survive section 8 in entering into this Agreement and, without such representations, warranties and covenants, the expiration or earlier termination of Employee’s relationship with the Company for a period of ten (10) yearsCorporation would not enter into this Agreement.

Restrictive Covenants. Employee covenants with the Company as follows (as used in this Section 5, "Company" shall include the Company and its subsidiaries and Affiliates): (a) Employee shall not disclose or reveal to any unauthorized person or knowingly use for Employee’s own benefit, any trade secret or other confidential information relating to the Company, or to any of the businesses operated by it, including, without limitation, any customer lists, customer needs, price and performance information, processes, specifications, hardware, software, devices, supply sources and characteristics, business opportunities, potential business interests, marketing, promotional pricing and financing techniques, or other information relating to the business of the Company, and Employee confirms that such information constitutes the exclusive property of the Company. Such restrictions shall not apply to information which is generally (i) available in the industry or (ii) disclosed through no fault of Employee or (iii) required to be disclosed pursuant to applicable law or regulation or the order of a governmental or regulatory body (provided that the Company is given reasonable notice of any such required disclosure). Employee agrees that Employee will return to the Company upon request, but in any event upon termination of employment, any physical embodiment of any confidential information and/or any summaries containing any confidential information, in whole in part, in any media. For the avoidance of doubt, nothing in this Agreement is intended to impair the Employee’s rights to make disclosures under any applicable Federal whistleblower law. (b) During the term of employment, and for a period of one year following termination of such employment for any reason or payment of any compensation, whichever occurs last, Employee shall not engage, directly or indirectly (which includes, without limitation, owning, managing, operating, controlling, being employed by, giving financial assistance to, participating in or being connected in any material way with any person or entity), anywhere in the United States in any activities with KeHe Distributors, LLC (or any subsidiary or Affiliated entity thereof), any other company which is a direct competitor of the Company and any other company that conducts any business for which the Employee is uniquely qualified to serve as a member of senior management as a result of his service to the Company, which for purposes of this Agreement shall mean the following companies: C&S Wholesale Grocers, Inc., (or any subsidiary or Affiliated entity thereof) with respect to (i) the Company’s activities on the date hereof and/or (ii) any activities which the Company becomes involved in during the Employee’s term of employment; provided, however, that Employee’s ownership as a passive investor of less than five percent (5%) of the issued and outstanding stock of a publicly held corporation so engaged, shall not by itself be deemed to constitute such competition. Further, during such one-year period Employee shall not act to induce any of the Company’s vendors, customers or employees to take action that might be disadvantageous to the Company or otherwise disturb such party’s relationship with the Company. (c) Employee hereby acknowledges that Employee will treat as for the Company’s sole benefit, and fully and promptly disclose and assign to the Company without additional compensation, all ideas, information, discoveries, inventions and improvements which are based upon or related to any confidential information protected under Section 5(a) herein, and which are made, conceived or reduced to practice by Employee during Employee’s employment by the Company and within one year after termination thereof. The provisions of this subsection (c) shall apply whether such ideas, discoveries, inventions, improvements or knowledge are conceived, made or gained by Employee alone or with others, whether during or after usual working hours, either on or off the job, directly or indirectly related to the Company’s business interests (including potential business interests), and whether or not within the realm of Employee’s duties. (d) Employee shall, upon request of the Company, but at no expense to Employee, at any time during or after employment by the Company, sign all instruments and documents and cooperate in such other acts reasonably required to protect rights to the ideas, discoveries, inventions, improvements and knowledge referred to above, including applying for, obtaining and enforcing patents and copyrights thereon in any and all countries. (e) The Employee recognizes that the possible restrictions on the Employee’s activities which may occur as a result of the Employee’s performance of the Employee’s obligations under Sections 5(a) and (b) of this Agreement are required for the reasonable protection of the Company and its investments, and the Employee expressly acknowledges that such restrictions are fair and reasonable for that purpose. The Employee acknowledges that money damages would not be an adequate or sufficient remedy for any breach of Sections 5(a) and (b), and that in the event of a breach or threatened breach of Sections 5(a) and (b), the Company, in addition to other rights and remedies existing in its favor, shall be entitled, as a matter of right, to injunctive relief, including specific performance, from a court of competent jurisdiction in order to enforce, or prevent any violations of, the provisions of Sections 5(a) and (b). The terms of this Section 5(e) shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, including but not limited to the recovery of damages from the Employee. If any of the provisions of this Agreement are held to be in any respect an unreasonable restriction upon Employee then they shall be deemed to extend only over the maximum period of time, geographic area, and/or range of activities as to which they may be enforceable. The Employee expressly agrees that all payments and benefits due the Employee under this Agreement shall be subject to the Employee’s compliance with the provisions set forth in this Section 54. (f) Except with respect to any shorter term as expressly provided herein, this Section 5 shall survive the expiration or earlier termination of Employee’s relationship with the Company for a period of ten (10) years.

Restrictive Covenants. Employee covenants with the Company as follows (as used in this Section 5, "Company" shall include the Company and its subsidiaries and Affiliates): (a) Employee shall not disclose or reveal to any unauthorized person or knowingly use for Employee’s own benefit, any trade secret or other confidential information relating to the Company, or to any The services of the businesses operated by it, including, without limitation, any customer lists, customer needs, price Employee are unique and performance information, processes, specifications, hardware, software, devices, supply sources extraordinary and characteristics, business opportunities, potential business interests, marketing, promotional pricing and financing techniques, or other information relating essential to the business of the Company, especially since the Employee shall have access to the Company’s customer lists, trade secrets and other privileged and confidential information essential to the Company’s business. Therefore, the Employee confirms that such information constitutes agrees that, if the exclusive property term of his employment hereunder shall expire or his employment shall at any time terminate for any reason whatsoever, with or without Cause (as hereinafter defined) and with or without Good Reason (as hereinafter defined), the Employee will not at any time during the eighteen (18) month period commencing with the date on which the Employee ceases to be employed by the Company (the “Cessation Date”) (the “Restrictive Covenant Period”), without the prior written consent of the Company. Such restrictions shall not apply to information which is generally , directly or indirectly, whether individually or as a principal, officer, employee, partner, shareholder, member, manager, director, agent of, or consultant or independent contractor to, any entity, (i) available in (A) anywhere within five (5) miles of the industry or (ii) disclosed through no fault of Employee or (iii) required to be disclosed pursuant to applicable law or regulation or the order of a governmental or regulatory body (provided that the Company is given reasonable notice location of any such required disclosure). Employee agrees that Employee will return to the Company upon request, but in any event upon termination of employment, any physical embodiment of any confidential information and/or any summaries containing any confidential information, in whole in part, in any media. For the avoidance of doubt, nothing in this Agreement is intended to impair the Employee’s rights to make disclosures under any applicable Federal whistleblower law. (b) During the term of employment, and for a period of one year following termination of such employment for any reason or payment of any compensation, whichever occurs last, Employee shall not engage, directly or indirectly (which includes, without limitation, owning, managing, operating, controlling, being employed by, giving financial assistance to, participating in or being connected in any material way with any person or entity), anywhere in the United States in any activities with KeHe Distributors, LLC (or any subsidiary or Affiliated entity thereof), any other company which is a direct competitor office of the Company and any other company that conducts any business for which the Employee is uniquely qualified to serve as a member of senior management as a result of his service to the Company, which for purposes of this Agreement shall mean the following companies: C&S Wholesale Grocers, Inc., (or any subsidiary franchisee thereof or Affiliated entity thereof(B) with respect to (i) the Company’s activities on the date hereof and/or (ii) premium finance business and any activities other business with respect to which the Company becomes involved requires a license to operate, within any state in during which the Employee’s term Company has a license to operate, in each case at the Cessation Date, engage or participate in a business which, as of employment; providedthe Cessation Date, howeveris similar to or competitive with, directly or indirectly, that Employee’s ownership as a passive investor of less than five the Company, and shall not make any investments in any such similar or competitive entity, except that the foregoing shall not restrict the Employee from acquiring up to one percent (51%) of the issued and outstanding voting stock of any entity whose securities are listed on a publicly held corporation so engagedstock exchange or Nasdaq; (ii) cause or seek to persuade any director, shall not by itself be deemed officer, employee, customer, client, account, agent or supplier of, or consultant or independent contractor to, the Company, or others with whom the Company has a business relationship (collectively “Business Associates”), to constitute discontinue or materially modify the status, employment or relationship of such competition. Furtherperson or entity with the Company, during such one-year period Employee shall not act or to induce become employed in any activity similar to or competitive with the activities of the Company’s vendors; (iii) cause or seek to persuade any prospective customer, customers client, account or employees other Business Associate of the Company (which at or about the Cessation Date was then actively being solicited by the Company) to take action that might be disadvantageous determine not to enter into a business relationship with the Company or otherwise disturb such party’s to materially modify its contemplated business relationship; (iv) hire, retain or associate in a business relationship with with, directly or indirectly, any director, officer or employee of the Company; or (v) solicit or cause or authorize to be solicited, or accept, for or on behalf of him or any third party, any business from, or the entering into of a business relationship with, (A) others who are, or were within one (l) year prior to the Cessation Date, a customer, client, account or other Business Associate of the Company, or (B) any prospective customer, client, account or other Business Associate of the Company which at or about the Cessation Date was then actively being solicited by the Company. The foregoing restrictions set forth in this Paragraph 7.1(a) shall apply likewise during the Term. (c) 7.2 The Employee hereby acknowledges that Employee will treat as for the Company’s sole benefit, and fully and agrees to disclose promptly disclose and assign in writing to the Company without additional compensation, Board all ideas, informationprocesses, methods, devices, business concepts, inventions, improvements, discoveries, inventions know-how and improvements other creative achievements (hereinafter referred to collectively as “discoveries”), whether or not the same or any part thereof is capable of being patented, trademarked, copyrighted, or otherwise protected, which are based upon or related to any confidential information protected under Section 5(a) hereinthe Employee, and which are made, conceived or reduced to practice by Employee during Employee’s employment while employed by the Company and within one year after termination thereof. The provisions of this subsection (c) shall apply Company, conceives, makes, develops, acquires or reduces to practice, whether such ideas, discoveries, inventions, improvements or knowledge are conceived, made or gained by Employee acting alone or with others, others and whether during or after usual working hours, either on or off the job, directly or indirectly and which are related to the Company’s business interests or interests, or are used or usable by the Company, or arise out of or in connection with the duties performed by the Employee. The Employee hereby transfers and assigns to the Company all right, title and interest in and to such discoveries (including potential business interestswhether conceived, made, developed, acquired or reduced to practice on or prior to the Effective Date or during his employment with the Company), including any and whether all domestic and foreign copyrights and patent and trademark rights therein and any renewals thereof. On request of the Company, the Employee will, without any additional compensation, from time to time during, and after the expiration or not within termination of, the realm Term, execute such further instruments (including, without limitation, applications for copyrights, patents, trademarks and assignments thereof) and do all such other acts and things as may be deemed necessary or desirable by the Company to protect and/or enforce its right in respect of Employeesuch discoveries. All expenses of filing or prosecuting any patent, trademark or copyright application shall be borne by the Company, but the Employee shall cooperate, at the Company’s dutiesexpense, in filing and/or prosecuting any such application. (a) The Employee represents that he has been informed that it is the policy of the Company to maintain as secret all confidential information relating to the Company, including, without limitation, any and all knowledge or information with respect to secret or confidential methods, processes, plans, materials, customer lists or data, or with respect to any other confidential or secret aspect of the Company’s activities, and further acknowledges that such confidential information is of great value to the Company. The Employee recognizes that, by reason of his employment with the Company, he has acquired and will acquire confidential information as aforesaid. The Employee confirms that it is reasonably necessary to protect the Company’s goodwill, and, accordingly, hereby agrees that he will not, directly or indirectly (except where authorized by the Board of Directors of the Company), at any time during the Term or thereafter divulge to any person, firm or other entity, or use, or cause or authorize any person, firm or other entity to use, any such confidential information. (b) The Employee agrees that he will not, at any time, remove from the Company’s premises any drawings, notebooks, software, data or other confidential information relating to the business and procedures heretofore or hereafter acquired, developed and/or used by the Company, except where necessary in the fulfillment of his duties hereunder. (c) The Employee agrees that, upon the expiration or termination of this Agreement or the termination of his employment with the Company for any reason whatsoever, he shall promptly deliver to the Company any and all drawings, notebooks, software, data and other documents and material, including all copies thereof, in his possession or under his control relating to any confidential information or discoveries, or which is otherwise the property of the Company. (d) Employee shallFor purposes hereof, upon request of the Company, but at no expense term “confidential information” shall mean all information given to the Employee, at any time during directly or after employment indirectly, by the Company, sign all instruments and documents and cooperate in such other acts reasonably required to protect rights to the ideas, discoveries, inventions, improvements and knowledge referred to above, including applying for, obtaining and enforcing patents and copyrights thereon in any and all countries. (e) The Employee recognizes that the possible restrictions on the Employee’s activities which may occur as a result of the Employee’s performance of the Employee’s obligations under Sections 5(a) and (b) of this Agreement are required for the reasonable protection of the Company and its investments, and all other information relating to the Company otherwise acquired by the Employee expressly acknowledges that such restrictions are fair and reasonable for that purpose. The Employee acknowledges that money damages would not be an adequate or sufficient remedy for any breach during the course of Sections 5(a) and (b), and that in the event of a breach or threatened breach of Sections 5(a) and (b), the Company, in addition to other rights and remedies existing in its favor, shall be entitled, as a matter of right, to injunctive relief, including specific performance, from a court of competent jurisdiction in order to enforce, or prevent any violations of, the provisions of Sections 5(a) and (b). The terms of this Section 5(e) shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, including but not limited to the recovery of damages from the Employee. If any of the provisions of this Agreement are held to be in any respect an unreasonable restriction upon Employee then they shall be deemed to extend only over the maximum period of time, geographic area, and/or range of activities as to which they may be enforceable. The Employee expressly agrees that all payments and benefits due the Employee under this Agreement shall be subject to the Employee’s compliance with the provisions set forth in this Section 5. (f) Except with respect to any shorter term as expressly provided herein, this Section 5 shall survive the expiration or earlier termination of Employee’s relationship his employment with the Company for a period (whether on or prior to the Effective Date or hereafter), other than information which (i) was in the public domain at the time furnished to, or acquired by, the Employee, or (ii) thereafter enters the public domain other than through disclosure, directly or indirectly, by the Employee or others in violation of ten (10) yearsan agreement of confidentiality or nondisclosure.

Restrictive Covenants. A. The parties agree that at the time this Agreement was entered, the business of Employer was the marketing and sale of generic and/or lower-cost prescription pharmaceutical products that compete with branded products (hereafter "the business of Employer"). Employee covenants agrees that during the thirty-six (36) consecutive months immediately following termination of Employee's employment with the Company as follows (as used Employer, regardless of how, when or why that employment ends, Employee will not in this Section 5any manner or in any capacity, "Company" shall include the Company and its subsidiaries and Affiliates): (a) Employee shall not disclose directly or reveal to indirectly, for himself/herself or any unauthorized other person or knowingly use for Employee’s own benefitentity, any trade secret actually or other confidential information relating attempt to the Company, or to do any of the businesses operated by itfollowing: 1. Perform any of the same or similar responsibilities as Employee performed for Employer on behalf of a competitor that engages in the business of Employer. 2. Solicit, contact, divert, interfere with or take away any customer of Employer and/or the Companies that has conducted business or negotiations with Employer or the Companies during the twenty-four (24) months immediately preceding termination of employment. 3. Interfere with any of the suppliers of Employer and/or the Companies, including, without limitation, reducing in any customer lists, customer needs, price and performance information, processes, specifications, hardware, software, devices, supply sources and characteristics, business opportunities, potential business interests, marketing, promotional pricing and financing techniquesmaterial way the willingness or capability of any supplier to continue supplying Employer and/or the Companies with their present or contemplated requirements. 4. Solicit or interfere with the Employer's and/or the Companies' relationship with any of their employees or agents, or other information relating to provide the business of the Company, and Employee confirms that such information constitutes the exclusive property of the Company. Such restrictions shall not apply to information which is generally (i) available in the industry or (ii) disclosed through no fault of Employee or (iii) required to be disclosed pursuant to applicable law or regulation or the order of a governmental or regulatory body (provided that the Company is given reasonable notice names of any such required disclosure)of Employer's and/or the Companies' employees or agents, to any third party. 5. Employee agrees that Employee will return to the Company upon request, but Acquire any interest in any event upon business that markets or sells any product or product line that is competitive with any product or product line Employer sold during the twenty-four (24) months immediately preceding termination of employment, any physical embodiment of any confidential information and/or any summaries containing any confidential information, except as permitted in whole in part, Section 12 below. B. Employee further agrees that (s)he will not engage in any mediaof the activities listed above while employed by Employer. C. Employee acknowledges and agrees that his/her experience, knowledge and capabilities are such that (s)he can obtain employment in unrelated pharmaceutical, chemical, nutritional, food, industrial, household, confectionery or other businesses, and that the enforcement of this paragraph 11 by way of injunction would not prevent Employee from earning a livelihood. For Employee further agrees that if (s)he has any question(s) regarding the avoidance scope of doubtactivities restricted by this Section 11, nothing (s)he will, to avoid confusion or misunderstanding, submit the question(s) in writing to the Director, Human Resources of the Employer for a written response. Employee additionally agrees to promptly inform and keep the Employer advised of the identity of his/her employer (including any unit or division to which Employee is assigned), his/her work location, and his/her title and work responsibilities during the period covered by this Section 11. D. Employee agrees to fully disclose the terms of this Agreement is intended to impair the Employee’s rights to make disclosures under any applicable Federal whistleblower law. (b) During the term of employment, and for a period of one year following termination of such employment for any reason or payment of any compensation, whichever occurs last, Employee shall not engage, directly or indirectly (which includes, without limitation, owning, managing, operating, controlling, being employed by, giving financial assistance to, participating in or being connected in any material way with any person or entity)entity by which or with whom (s)he may hereafter become employed or to which (s)he may hereafter render services, anywhere in the United States in any activities with KeHe Distributorsand agrees that Employer may, LLC (or any subsidiary or Affiliated entity thereof)if desired, any other company which is send a direct competitor of the Company and any other company that conducts any business for which the Employee is uniquely qualified to serve as a member of senior management as a result of his service to the Company, which for purposes copy of this Agreement shall mean the following companies: C&S Wholesale GrocersAgreement, Inc., (or any subsidiary or Affiliated entity thereof) with respect to (i) the Company’s activities on the date hereof and/or (ii) any activities which the Company becomes involved in during the Employee’s term of employment; provided, however, that Employee’s ownership as a passive investor of less than five percent (5%) of the issued and outstanding stock of a publicly held corporation so engaged, shall not by itself be deemed to constitute such competition. Further, during such one-year period Employee shall not act to induce any of the Company’s vendors, customers or employees to take action that might be disadvantageous to the Company or otherwise disturb make the provisions hereof known, to any such party’s relationship with the Companyentity. (c) Employee hereby acknowledges that Employee will treat as for the Company’s sole benefit, and fully and promptly disclose and assign to the Company without additional compensation, all ideas, information, discoveries, inventions and improvements which are based upon or related to any confidential information protected under Section 5(a) herein, and which are made, conceived or reduced to practice by Employee during Employee’s employment by the Company and within one year after termination thereof. The provisions of this subsection (c) shall apply whether such ideas, discoveries, inventions, improvements or knowledge are conceived, made or gained by Employee alone or with others, whether during or after usual working hours, either on or off the job, directly or indirectly related to the Company’s business interests (including potential business interests), and whether or not within the realm of Employee’s duties. (d) Employee shall, upon request of the Company, but at no expense to Employee, at any time during or after employment by the Company, sign all instruments and documents and cooperate in such other acts reasonably required to protect rights to the ideas, discoveries, inventions, improvements and knowledge referred to above, including applying for, obtaining and enforcing patents and copyrights thereon in any and all countries. (e) The Employee recognizes that the possible restrictions on the Employee’s activities which may occur as a result of the Employee’s performance of the Employee’s obligations under Sections 5(a) and (b) of this Agreement are required for the reasonable protection of the Company and its investments, and the Employee expressly acknowledges that such restrictions are fair and reasonable for that purpose. The Employee acknowledges that money damages would not be an adequate or sufficient remedy for any breach of Sections 5(a) and (b), and that in E. In the event of a breach or threatened breach by Employee of Sections 5(a) and (b), the Company, in addition to other rights and remedies existing in its favor, shall be entitled, as a matter of right, to injunctive relief, including specific performance, from a court of competent jurisdiction in order to enforce, or prevent any violations of, the provisions of Sections 5(a) and (b). The terms of this Section 5(e) shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, including but not limited to the recovery of damages from the Employee. If any of the provisions terms of this Agreement are held to be in any respect an unreasonable restriction upon Employee then they shall be deemed to extend only over Section 11, the maximum period of time, geographic area, and/or range of activities as to which they may time the obligations hereunder apply will be enforceable. The Employee expressly agrees that all payments and benefits due the Employee under this Agreement shall be subject to the Employee’s compliance with the provisions set forth in this Section 5. (f) Except with respect to any shorter term as expressly provided herein, this Section 5 shall survive the expiration or earlier termination of Employee’s relationship with the Company automatically extended for a period of ten (10) yearstime equal to the length of time Employee is in breach.

Restrictive Covenants. Employee covenants with the Company as follows (as used in this Section 5, "Company" shall include the Company and its subsidiaries and Affiliates): (a) Employee shall not disclose or reveal to any unauthorized person or knowingly use for EmployeeExecutive acknowledges and agrees that the restrictive covenants and other post-termination obligations set forth in the Proprietary Information Agreement, including without limitation Executive’s own benefit, any trade secret or other confidential information obligations relating to confidentiality, non-use and non-disclosure of Proprietary Information (as defined in the CompanyProprietary Information Agreement), or non-solicitation, non-disparagement, cooperation, and return of property, are hereby incorporated by reference and shall remain in full force and effect pursuant to any their terms to the maximum extent permitted by applicable law, except that the parties expressly agree to modify the Proprietary Information Agreement by removing Section 4 of the businesses operated by itProprietary Information Agreement, includingincluding each subpart thereto, without limitation, any customer lists, customer needs, price which section shall be of no further force or effect upon the Effective Date (as defined below). Executive represents and performance information, processes, specifications, hardware, software, devices, supply sources and characteristics, business opportunities, potential business interests, marketing, promotional pricing and financing techniques, or other information relating to the business warrants that Executive has complied with all provisions of the Company, and Employee confirms that such information constitutes Proprietary Information Agreement at all times through the exclusive property of the Company. Such restrictions shall not apply to information which is generally (i) available in the industry or (ii) disclosed through no fault of Employee or (iii) required to be disclosed pursuant to applicable law or regulation or the order of a governmental or regulatory body (provided that the Company is given reasonable notice of any such required disclosure). Employee agrees that Employee will return to the Company upon request, but in any event upon termination of employment, any physical embodiment of any confidential information and/or any summaries containing any confidential information, in whole in part, in any media. For the avoidance of doubt, nothing in this Agreement is intended to impair the Employee’s rights to make disclosures under any applicable Federal whistleblower lawEffective Date. (b) During In consideration for the term of employment, severance payments and for a period of one year following termination of such employment for any reason or payment of any compensation, whichever occurs last, Employee shall not engage, directly or indirectly (which includes, without limitation, owning, managing, operating, controlling, being employed by, giving financial assistance to, participating benefits set forth in or being connected in any material way with any person or entity), anywhere in the United States in any activities with KeHe Distributors, LLC (or any subsidiary or Affiliated entity thereof), any other company which is a direct competitor of the Company and any other company that conducts any business for which the Employee is uniquely qualified to serve as a member of senior management as a result of his service to the Company, which for purposes Section 1 of this Agreement shall mean Agreement, Executive agrees for the following companies: C&S Wholesale Grocersperiod beginning on July 1, Inc., (or any subsidiary or Affiliated entity thereof) with respect to 2024 and ending on the later of (i) the Company’s activities on the date hereof and/or 12 months thereafter, and (ii) any activities which the date Executive is no longer providing consulting services to the Company becomes involved in during or any of its affiliates (the Employee“Noncompetition Restricted Period”) to not, directly or indirectly, on Executive’s term own behalf or for the benefit of employment; providedany other individual or entity: (i) operate, howeverconduct, that Employee’s ownership engage in, or own (except as a passive investor holder of less not more than five percent (5%) 1% of the issued and outstanding stock of a publicly held corporation so engagedcompany), shall not or prepare to operate, conduct, engage in, or own any business or enterprise that develops, manufactures, markets, licenses, sells or otherwise provides, or is preparing to develop, manufacture, market, license, sell or otherwise provide, any product or service that competes with any product or service developed, manufactured, marketed, licensed, sold or otherwise provided, or planned to be developed, manufactured, marketed, licensed, sold or otherwise provided by itself the Company while Executive was employed by the Company (a “Competing Business”) or (ii) participate in, render services to, or assist any individual or entity that engages in a Competing Business in any capacity (whether as an employee, manager, consultant, director, officer, contractor, or otherwise) (A) which involve the same or similar types of services Executive performed for the Company at any time during the last two years of Executive’s employment or engagement with the Company or (B) in which Executive could reasonably be deemed expected to constitute such competitionuse or disclose Proprietary Information, in each case (i) and (ii) limited to each city, county, state, territory and country in which (x) Executive provided services or had a material presence or influence at any time during Executive’s last two years of employment or engagement with the Company or (y) the Company is engaged in or has plans to engage in the Competing Business as of the Effective Date. Further, during such one-year period Employee shall not act to induce any of Without limiting the Company’s vendorsability to seek other remedies available in law or equity, customers or employees if Executive violates this Section 4(b), the Noncompetition Restricted Period shall be extended by one day for each day that Executive is in violation of such provisions, up to take action that might be disadvantageous a maximum extension equal to the length of the Noncompetition Restricted Period, so as to give the Company or otherwise disturb such party’s relationship with the Companyfull benefit of the bargained-for length of forbearance. (c) Employee hereby acknowledges that Employee will treat Executive’s continued compliance with the terms of the Proprietary Information Agreement (as for modified in Section 4(a) above) and the Company’s sole benefitnoncompetition obligations set forth in Section 4(b) above (collectively, the “Restrictive Covenants”) is a material condition to receipt of the severance payments and benefits set forth in Section 1 of this Agreement. In the event Executive breaches any part of such Restrictive Covenants, then, in addition to any remedies and enforcement mechanisms set forth in the Proprietary Information Agreement, the Employment Agreement and this Agreement, and fully and promptly disclose and assign any other remedies available to the Company without (including equitable and injunctive remedies), Executive shall forfeit any additional compensation, all ideas, information, discoveries, inventions consideration owing and improvements which are based upon or related shall be obligated to any confidential information protected under Section 5(a) herein, and which are made, conceived or reduced promptly return to practice by Employee during Employee’s employment by the Company or Parent (within two (2) business days of any breach) the full gross amount of all severance payments and within one year after termination thereof. The provisions of this subsection (c) shall apply whether such ideas, discoveries, inventions, improvements or knowledge are conceived, made or gained by Employee alone or with others, whether during or after usual working hours, either on or off the job, directly or indirectly related to the Company’s business interests (including potential business interests), and whether or not within the realm of Employee’s dutiesbenefits provided. (d) Employee shall, upon request If any provision of the Company, but at no expense to Employee, at any time during or after employment by the Company, sign all instruments and documents and cooperate in such other acts reasonably required to protect rights to the ideas, discoveries, inventions, improvements and knowledge referred to above, including applying for, obtaining and enforcing patents and copyrights thereon in any and all countries. (e) The Employee recognizes that the possible restrictions on the Employee’s activities which may occur as a result of the Employee’s performance of the Employee’s obligations under Sections 5(a) and (b) of this Agreement are required for the reasonable protection of the Company and its investments, and the Employee expressly acknowledges that such restrictions are fair and reasonable for that purpose. The Employee acknowledges that money damages would not be an adequate or sufficient remedy for any breach of Sections 5(a) and (b), and that in the event of a breach or threatened breach of Sections 5(a) and (b), the Company, in addition to other rights and remedies existing in its favor, Restrictive Covenants shall be entitled, as a matter of right, determined to injunctive relief, including specific performance, from a be unenforceable by any court of competent jurisdiction in order to enforceor arbitrator by reason of its extending for too great a period of time or over too large a geographic area or over too great a range of activities, or prevent any violations of, the provisions of Sections 5(a) and (b). The terms of this Section 5(e) shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, including but not limited to the recovery of damages from the Employee. If any of the provisions of this Agreement are held to be in any respect an unreasonable restriction upon Employee then they it shall be deemed interpreted to extend only over the maximum period of time, geographic area, and/or area or range of activities as to which they it may be enforceable. The Employee expressly agrees that all payments and benefits due the Employee under this Agreement shall be subject to the Employee’s compliance with the provisions set forth in this Section 5. (f) Except with respect to any shorter term as expressly provided herein, this Section 5 shall survive the expiration or earlier termination of Employee’s relationship with the Company for a period of ten (10) years.

Restrictive Covenants. a) Employee agrees and covenants that, at any time during which Employee is employed by SSI (which, for purposes of this Section 6 shall include SSI's successors in ­interest, subsidiaries and affiliates) or thereafter, he will not (without first obtaining the express permission of SSI (i) divulge to any person or entity, nor use (either himself or in connection with the Company as follows any business) any "Confidential Information" (as hereinafter defined in Section 6 (b) hereof) and (ii) divulge to any person or entity, nor use (either himself or in connection with any business) any "Trade Secrets" (as hereinafter defined in Section 6 (c) hereof) to which he may have had access or which had been revealed to him during the course of his employment, in each case, unless such disclosure is pursuant to a court order, disclosure in litigation involving SSI or in any reports or applications required by law to be filed with any governmental agency, but only after reasonable prior written notice thereof to SSI which written notice shall set forth in reasonable detail the proposed disclosure, to SSI. b) As used in this Section 5Agreement, the term "CompanyConfidential Information" shall mean and include the Company all information and its subsidiaries data in respect of SSI's operations or SSI's financial condition, products, customers and Affiliates): business (a) Employee shall not disclose or reveal to any unauthorized person or knowingly use for Employee’s own benefit, any trade secret or other confidential information relating to the Company, or to any of the businesses operated by it, including, without limitation, any customer listsartwork, customer needs, price and performance information, processesphotographs, specifications, hardwarefacsimiles, softwaresamples, devicesbusiness, supply sources marketing or promotional plans, creative written material and characteristics, business opportunities, potential business interests, marketing, promotional pricing and financing techniques, or other information relating to characters, concepts, names, trademarks, trade names, trade dress and copyrights) which may be communicated to Employee or to which Employee may have access in the business course of Employee's employment by SSI. Notwithstanding the Companyforegoing, and Employee confirms that such information constitutes the exclusive property of the Company. Such restrictions term "Confidential Information" shall not apply to include information which is generally which: (i) available in is, at the industry time of the disclosure, a part of the public domain through no act or omission by Employee; or (ii) is hereafter lawfully disclosed to Employee by a third party who or which did not acquire the information under an obligation of confidentiality to or through no fault of Employee or (iii) required to be disclosed pursuant to applicable law or regulation or the order of a governmental or regulatory body (provided that the Company is given reasonable notice of any such required disclosure). Employee agrees that Employee will return to the Company upon request, but in any event upon termination of employment, any physical embodiment of any confidential information and/or any summaries containing any confidential information, in whole in part, in any media. For the avoidance of doubt, nothing in this Agreement is intended to impair the Employee’s rights to make disclosures under any applicable Federal whistleblower lawSSI. (b) During the term of employment, and for a period of one year following termination of such employment for any reason or payment of any compensation, whichever occurs last, Employee shall not engage, directly or indirectly (which includes, without limitation, owning, managing, operating, controlling, being employed by, giving financial assistance to, participating in or being connected in any material way with any person or entity), anywhere in the United States in any activities with KeHe Distributors, LLC (or any subsidiary or Affiliated entity thereof), any other company which is a direct competitor of the Company and any other company that conducts any business for which the Employee is uniquely qualified to serve as a member of senior management as a result of his service to the Company, which for purposes of this Agreement shall mean the following companies: C&S Wholesale Grocers, Inc., (or any subsidiary or Affiliated entity thereof) with respect to (i) the Company’s activities on the date hereof and/or (ii) any activities which the Company becomes involved in during the Employee’s term of employment; provided, however, that Employee’s ownership as a passive investor of less than five percent (5%) of the issued and outstanding stock of a publicly held corporation so engaged, shall not by itself be deemed to constitute such competition. Further, during such one-year period Employee shall not act to induce any of the Company’s vendors, customers or employees to take action that might be disadvantageous to the Company or otherwise disturb such party’s relationship with the Company. (c) Employee hereby acknowledges that Employee will treat as for the Company’s sole benefit, and fully and promptly disclose and assign to the Company without additional compensation, all ideas, information, discoveries, inventions and improvements which are based upon or related to any confidential information protected under Section 5(a) herein, and which are made, conceived or reduced to practice by Employee during Employee’s employment by the Company and within one year after termination thereof. The provisions of this subsection (c) shall apply whether such ideas, discoveries, inventions, improvements or knowledge are conceived, made or gained by Employee alone or with others, whether during or after usual working hours, either on or off the job, directly or indirectly related to the Company’s business interests (including potential business interests), and whether or not within the realm of Employee’s duties. (d) Employee shall, upon request of the Company, but at no expense to Employee, at any time during or after employment by the Company, sign all instruments and documents and cooperate in such other acts reasonably required to protect rights to the ideas, discoveries, inventions, improvements and knowledge referred to above, including applying for, obtaining and enforcing patents and copyrights thereon in any and all countries. (e) The Employee recognizes that the possible restrictions on the Employee’s activities which may occur as a result of the Employee’s performance of the Employee’s obligations under Sections 5(a) and (b) of this Agreement are required for the reasonable protection of the Company and its investments, and the Employee expressly acknowledges that such restrictions are fair and reasonable for that purpose. The Employee acknowledges that money damages would not be an adequate or sufficient remedy for any breach of Sections 5(a) and (b), and that in the event of a breach or threatened breach of Sections 5(a) and (b), the Company, in addition to other rights and remedies existing in its favor, shall be entitled, as a matter of right, to injunctive relief, including specific performance, from a court of competent jurisdiction in order to enforce, or prevent any violations of, the provisions of Sections 5(a) and (b). The terms of this Section 5(e) shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, including but not limited to the recovery of damages from the Employee. If any of the provisions of this Agreement are held to be in any respect an unreasonable restriction upon Employee then they shall be deemed to extend only over the maximum period of time, geographic area, and/or range of activities as to which they may be enforceable. The Employee expressly agrees that all payments and benefits due the Employee under this Agreement shall be subject to the Employee’s compliance with the provisions set forth in this Section 5. (f) Except with respect to any shorter term as expressly provided herein, this Section 5 shall survive the expiration or earlier termination of Employee’s relationship with the Company for a period of ten (10) years.

Restrictive Covenants. Employee Each of the Sellers, for itself and on behalf of its Affiliates, covenants with the Company and agrees as follows (as used in this Section 5, "Company" shall include the Company and its subsidiaries and Affiliates):follows: (a) Employee shall not disclose or reveal to any unauthorized person or knowingly use for Employee’s own benefitFor the period commencing on the date hereof and terminating on the 2nd anniversary of the Closing Date, any trade secret or other confidential information relating to none of the Company, or to Sellers nor any of the businesses operated by it, including, without limitation, any customer lists, customer needs, price and performance information, processes, specifications, hardware, software, devices, supply sources and characteristics, business opportunities, potential business interests, marketing, promotional pricing and financing techniques, or other information relating to the business of the Company, and Employee confirms that such information constitutes the exclusive property of the Company. Such restrictions shall not apply to information which is generally their respective Affiliates will (i) available in the industry or solicit any small container municipal solid waste commercial collection business from any Collection Accounts, (ii) disclosed through no fault of Employee solicit any municipal solid waste collection or disposal business from any Peachland/Angleton Accounts, (iii) required solicit any municipal solid waste disposal business from any Disposal Accounts or (iv) solicit from any counterparty to be disclosed pursuant a Landfill Operating Contract or Government Contract that are included in the Assets on the date hereof, the disposal services provided by Sellers under such Contract, provided, however, that, subject to applicable law Section 6.20(b) below, the foregoing restrictions set forth in this Section 6.20 shall not prohibit Sellers or regulation any of their Affiliates from (A) accepting disposal business from customers willing to pay the posted gate disposal fees (without providing any broker, trucking or other refund, deduction, credit or discount of any kind), (B) responding to, or executing a contract with any customer solicited through, a request for proposals or other bidding process (whether public or private), (C) responding to inquiries or solicitations made by any customers (including pricing inquiries) and providing waste collection or disposal services to the customers that are derived as a result of such inquiries or solicitations, or (D) continuing to do business with any customers of Sellers or any of their Affiliates at locations not included in the Assets, so long as such business does not include the solicitation of any business included in the Collection Accounts or the order Disposal Accounts as of a governmental or regulatory body (provided that the Company is given reasonable notice of any such required disclosure). Employee agrees that Employee will return to the Company upon request, but in any event upon termination of employment, any physical embodiment of any confidential information and/or any summaries containing any confidential information, in whole in part, in any media. For the avoidance of doubt, nothing in this Agreement is intended to impair the Employee’s rights to make disclosures under any applicable Federal whistleblower lawdate hereof. (b) During the term of employment, and for a period of one year following termination of such employment for any reason or payment of any compensation, whichever occurs last, Employee shall not engage, directly or indirectly (which includes, without limitation, owning, managing, operating, controlling, being employed by, giving financial assistance to, participating in or being connected in any material way with any person or entity), anywhere in the United States in any activities with KeHe Distributors, LLC (or any subsidiary or Affiliated entity thereof), any other company which is a direct competitor of the Company and any other company that conducts any business for which the Employee is uniquely qualified to serve as a member of senior management as a result of his service Notwithstanding anything to the Companycontrary set forth in Section 6.20(a) above, which for purposes of this Agreement shall mean the following companies: C&S Wholesale Grocers, Inc., (or any subsidiary or Affiliated entity thereof) with respect to (i) the Company’s activities period commencing on the date hereof and/or (ii) and terminating on the 1st anniversary of the Closing Date, the Sellers and their respective Affiliates agree not to accept any activities which the Company becomes involved in during the Employee’s term of employmentmunicipal solid waste disposal business from any Disposal Accounts; provided, however, that Employee’s ownership as a passive investor of less than five percent (5%the foregoing restriction set forth in this Section 6.20(b) of the issued and outstanding stock of a publicly held corporation so engaged, shall not by itself be deemed prohibit Sellers or any Affiliate from accepting disposal business in the event that the customer with respect to constitute such competition. Further, during such one-year period Employee shall not act to induce Disposal Account asserts that any of the Company’s vendorskey disposal terms offered by the Buyers or their Affiliates to such Disposal Account following the Closing are materially less favorable than the disposal terms in existence as of the Closing Date with respect to such Disposal Account; provided further, however, that the foregoing restrictions set forth in this Section 6.20(b) shall not prohibit Seller or any Affiliate from (i) accepting disposal business from customers willing to pay the posted gate disposal fees (without providing any broker, trucking or employees other refund, deduction, credit or discount of any kind), (ii) responding to, or executing a contract with any customer solicited through, a request for proposals or other bidding process (public but not private), or (iii) continuing to take action that might do business with any existing customers of Sellers or any of their Affiliates at locations not included in the Assets, so long as such business does not include the solicitation or acceptance of any business included in the Disposal Accounts as of the date hereof. For purposes of clarifying clause (iii) above, contracts in place as of the date hereof with existing customers of the Sellers of their Affiliates shall not be disadvantageous to the Company considered a solicitation or otherwise disturb such party’s relationship with the Companyacceptance of existing Disposal Account business. (c) Employee hereby acknowledges that Employee will treat as for the Company’s sole benefit, and fully and promptly disclose and assign to the Company without additional compensation, all ideas, information, discoveries, inventions and improvements which are based upon or related In addition to any confidential information protected under Section 5(a) herein, and which are made, conceived other rights or reduced remedies available to practice by Employee during Employee’s employment by the Company and within one year after termination thereof. The provisions of Buyers pursuant to this subsection (c) shall apply whether such ideas, discoveries, inventions, improvements Agreement or knowledge are conceived, made or gained by Employee alone or with others, whether during or after usual working hours, either on or off the job, directly or indirectly related to the Company’s business interests (including potential business interests), and whether or not within the realm of Employee’s duties. (d) Employee shall, upon request of the Company, but at no expense to Employeeany other agreement, at any time during law or after employment by the Companyin equity, sign all instruments and documents and cooperate in such other acts reasonably required to protect rights to the ideas, discoveries, inventions, improvements and knowledge referred to above, including applying for, obtaining and enforcing patents and copyrights thereon in any and all countries. (e) The Employee recognizes that the possible restrictions on the Employee’s activities which may occur as a result of the Employee’s performance of the Employee’s obligations under Sections 5(a) and (b) of this Agreement are required for the reasonable protection of the Company and its investments, and the Employee expressly acknowledges that such restrictions are fair and reasonable for that purpose. The Employee acknowledges that money damages would not be an adequate or sufficient remedy for any breach of Sections 5(a) and (b), and that in the event of a breach or threatened breach of Sections 5(a) and (b), the Company, in addition to other rights and remedies existing in its favor, Buyers shall be entitled, as a matter of right, entitled to injunctive relief, including relief requiring specific performance, from a court of competent jurisdiction in order to enforce, or prevent any violations of, the provisions of Sections 5(a) performance by Sellers and (b). The terms their respective Affiliates of this Section 5(e) shall not prevent and each of the Company from pursuing any other available remedies Sellers, for any breach or threatened breach hereofitself and its Affiliates, including but not limited consents to the recovery of damages from the Employee. If any of the provisions of this Agreement are held to be in any respect an unreasonable restriction upon Employee then they shall be deemed to extend only over the maximum period of time, geographic area, and/or range of activities as to which they may be enforceable. The Employee expressly agrees that all payments and benefits due the Employee under this Agreement shall be subject to the Employee’s compliance with the provisions set forth in this Section 5entry thereof. (f) Except with respect to any shorter term as expressly provided herein, this Section 5 shall survive the expiration or earlier termination of Employee’s relationship with the Company for a period of ten (10) years.

Restrictive Covenants. Employee covenants with the Company In order to induce Employer to enter into this Agreement, Executive hereby agrees as follows (as used in this Section 5, "Company" shall include the Company and its subsidiaries and Affiliates):follows: (a) Employee Executive shall not disclose divulge or reveal furnish any trade secrets (as defined in IND. CODE §24-2-3-2) of Employer or any confidential information acquired by him while employed by Employer concerning the policies, plans, procedures or customers of Employer to any unauthorized person person, firm or knowingly corporation, other than Employer or with its prior written consent, or use for Employee’s own benefit, any such trade secret or other confidential information relating to directly or indirectly for Executive’s own benefit or for the Companybenefit of any person, firm or to any of corporation other than Employer, as such trade secrets and confidential information are confidential and shall at all times remain the businesses operated by it, including, without limitation, any customer lists, customer needs, price and performance information, processes, specifications, hardware, software, devices, supply sources and characteristics, business opportunities, potential business interests, marketing, promotional pricing and financing techniques, or other information relating to the business of the Company, and Employee confirms that such information constitutes the exclusive property of the Company. Such restrictions shall not apply to information which is generally (i) available in the industry or (ii) disclosed through no fault of Employee or (iii) required to be disclosed pursuant to applicable law or regulation or the order of a governmental or regulatory body (provided that the Company is given reasonable notice of any such required disclosure). Employee agrees that Employee will return to the Company upon request, but in any event upon termination of employment, any physical embodiment of any confidential information and/or any summaries containing any confidential information, in whole in part, in any media. For the avoidance of doubt, nothing in this Agreement is intended to impair the Employee’s rights to make disclosures under any applicable Federal whistleblower lawEmployer. (b) During the term of employment, and for For a period of one year following twenty-four (24) months after the effective date of termination of such Executive’s employment hereunder for any reason or payment reasons other than those set forth in Sections 5(b) and 6(a) of any compensationthis Agreement, whichever occurs last, Employee Executive shall not engagenot, directly or indirectly (which includesindirectly, without limitation, owning, managing, operating, controlling, being employed by, giving financial assistance provide banking or bank-related services to, participating or solicit the banking or bank-related business of, any customer of Employer at the time of such provision of services or solicitation which Executive served either alone or with others while employed by Employer within the geographic region or regions in which retail, full-service branches of Bank or being connected any affiliate of Bank are located, or assist any actual or potential competitor of Employer to provide banking or bank-related services to, or solicit the banking or bank-related business of, any such customer in any material way with such area, and Executive shall not, directly or indirectly, as principal, agent, or trustee, or through the agency of any person corporation, partnership, trade association, agent or entity)agency, anywhere in the United States engage in any activities banking or bank-related business or venture which competes with KeHe Distributors, LLC (or any subsidiary or Affiliated entity thereof), any other company which is a direct competitor the business of the Company and any other company that conducts any business for which the Employee is uniquely qualified to serve Employer as a member of senior management as a result of his service to the Company, which for purposes of this Agreement shall mean the following companies: C&S Wholesale Grocers, Inc., (or any subsidiary or Affiliated entity thereof) with respect to (i) the Companyconducted during Executive’s activities on the date hereof and/or (ii) any activities which the Company becomes involved in during the Employee’s term of employmentemployment by Employer within such area; provided, however, that Employee’s ownership as a passive investor of less Executive may own not more than five percent (5%) of the issued and outstanding stock voting securities of any entity providing banking or bank-related services within such area if the voting securities of such entity are traded on a publicly held corporation so engagednational securities exchange or quoted on a national interdealer quotation system; and, provided further that notwithstanding the foregoing, nothing contained in this Section 12(b) shall not by itself be deemed construed to constitute such competition. Furtherprevent, during such one-year period Employee shall not act limit or impair Executive’s ability to induce any practice law, including the representation of the Company’s vendors, customers or employees competitors of Employer, as long as such representation does not violate the Rules of Professional Conduct or other professional ethical rules applicable to take action that might be disadvantageous to Executive and the Company provisions of Section 12(a) regarding the use of any trade secrets or otherwise disturb such party’s relationship with the Companyconfidential information. (c) Employee hereby Executive acknowledges that Employee will treat as for the Company’s sole benefit, and fully and promptly disclose and assign to the Company without additional compensation, all ideas, information, discoveries, inventions and improvements which are based upon or related to any confidential information protected under Section 5(a) herein, and which are made, conceived or reduced to practice by Employee during Employee’s employment by the Company and within one year after termination thereof. The provisions violation of this subsection (c) shall apply whether Section 12 would cause irreparable harm to Employer, that damages for such ideasharm would be incapable of precise measurement and that, discoveriesaccordingly, inventions, improvements or knowledge are conceived, made or gained by Employee alone or with others, whether during or after usual working hours, either on or off the job, directly or indirectly related to the Company’s business interests (including potential business interests), and whether or not within the realm of Employee’s duties. (d) Employee shall, upon request of the Company, but at no expense to Employee, at any time during or after employment by the Company, sign all instruments and documents and cooperate in such other acts reasonably required to protect rights to the ideas, discoveries, inventions, improvements and knowledge referred to above, including applying for, obtaining and enforcing patents and copyrights thereon in any and all countries. (e) The Employee recognizes that the possible restrictions on the Employee’s activities which may occur as a result of the Employee’s performance of the Employee’s obligations under Sections 5(a) and (b) of this Agreement are required for the reasonable protection of the Company and its investments, and the Employee expressly acknowledges that such restrictions are fair and reasonable for that purpose. The Employee acknowledges that money damages Employer would not be have an adequate or sufficient remedy for any breach of Sections 5(a) and (b)at law to redress the harm caused by such violation. Therefore, and that in the event of a breach or threatened breach of Sections 5(a) and (b), the CompanyExecutive agrees that, in addition to any other rights and remedies existing in its favorremedy, Employer shall be entitledentitled to immediate (i.e., as a matter of right, without prior notice) preliminary and final injunctive relief to injunctive relief, including specific performance, from a court of competent jurisdiction in order to enforce, or prevent enjoin and restrain any violations of, the provisions of Sections 5(a) and (b). The terms violation of this Section 5(e) shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, including but not limited to the recovery of damages from the Employee12. If any of Executive’s employment is terminated during the provisions of this Agreement are held to be in any respect an unreasonable restriction upon Employee then they shall be deemed to extend only over the maximum period of time, geographic area, and/or range of activities as to which they may be enforceable. The Employee expressly agrees that all payments and benefits due the Employee under this Agreement shall be subject to the Employee’s compliance with the provisions term for reasons set forth in Sections 5(b) or 6(a) of this Section 5. (f) Except Agreement, Executive shall have no obligations to Employer with respect to any shorter term as expressly provided herein, non-solicitation and non-competition under this Section 5 12. Executive’s obligations with respect to trade secrets and confidential information as described in Section 12(a) shall survive the expiration or earlier any termination of Employee’s relationship with the Company employment of Executive regardless of the reason(s) for a period of ten (10) yearssuch termination.

Restrictive Covenants. Employee covenants In consideration for the payments made by Purchaser hereunder, Seller and Owner individually and collectively agree that, beginning on the Effective Date and continuing until the fourth (4th) anniversary of the Closing Date, they shall not, directly or indirectly, in any manner whatsoever, own, manage, lend money to, or participate in the planning, financing, oversight, or management of any business venture that provides services identical or substantially similar to those provided by the Business within a fifty (50) mile radius from any location of Purchaser or any other medical practice under contract with an affiliate, parent entity of business partner Purchaser. Seller and Owner shall not at any time, directly or indirectly, except insofar as the Company as follows (as used in this Section 5, "Company" shall include restrictions are for the Company and its subsidiaries and Affiliates):benefit of the Purchaser: (a) Employee shall not disclose or reveal to any unauthorized person or knowingly use for Employee’s own benefitCanvas, any trade secret or other confidential information relating to the Companysolicit, or to accept any business from any present or past clients of the businesses operated by it, including, without limitation, any customer lists, customer needs, price and performance information, processes, specifications, hardware, software, devices, supply sources and characteristics, business opportunities, potential business interests, marketing, promotional pricing and financing techniques, or other information relating to the business of the Company, and Employee confirms that such information constitutes the exclusive property of the Company. Such restrictions shall not apply to information which is generally (i) available in the industry or (ii) disclosed through no fault of Employee or (iii) required to be disclosed pursuant to applicable law or regulation or the order of a governmental or regulatory body (provided that the Company is given reasonable notice of any such required disclosure). Employee agrees that Employee will return to the Company upon request, but in any event upon termination of employment, any physical embodiment of any confidential information and/or any summaries containing any confidential information, in whole in part, in any media. For the avoidance of doubt, nothing in this Agreement is intended to impair the Employee’s rights to make disclosures under any applicable Federal whistleblower law.Business; (b) During the term of employment, and for a period of one year following termination of such employment for any reason or payment of any compensation, whichever occurs last, Employee shall not engage, directly or indirectly (which includes, without limitation, owning, managing, operating, controlling, being employed by, giving financial assistance to, participating in or being connected in any material way with any person or entity), anywhere in the United States in any activities with KeHe Distributors, LLC (or any subsidiary or Affiliated entity thereof), Give any other company which is a direct competitor of person, firm, partnership, or corporation the Company and any other company that conducts right to canvas, solicit, or accept any business for which the Employee is uniquely qualified to serve as a member of senior management as a result of his service to the Company, which for purposes of this Agreement shall mean the following companies: C&S Wholesale Grocers, Inc., (any other firm from any present or any subsidiary or Affiliated entity thereof) with respect to (i) the Company’s activities on the date hereof and/or (ii) any activities which the Company becomes involved in during the Employee’s term of employment; provided, however, that Employee’s ownership as a passive investor of less than five percent (5%) past clients of the issued and outstanding stock of a publicly held corporation so engaged, shall not by itself be deemed to constitute such competition. Further, during such one-year period Employee shall not act to induce any of the Company’s vendors, customers or employees to take action that might be disadvantageous to the Company or otherwise disturb such party’s relationship with the Company.Business; (c) Employee hereby acknowledges that Employee will treat as for the Company’s sole benefit, and fully and promptly disclose and assign to the Company without additional compensation, all ideas, information, discoveries, inventions and improvements which are based upon or related to any confidential information protected under Section 5(a) herein, and which are made, conceived or reduced to practice by Employee during Employee’s employment by the Company and within one year after termination thereof. The provisions of this subsection (c) shall apply whether such ideas, discoveries, inventions, improvements or knowledge are conceived, made or gained by Employee alone or with others, whether during or after usual working hours, either on or off the job, directly Directly or indirectly related request or advise any present or future clients of the Business to withdraw, curtail, or cancel its business with the Company’s business interests (including potential business interests), and whether or not within the realm of Employee’s duties.Purchaser; or (d) Employee shallDirectly and indirectly disclose to any other person, upon request firm, partnership, or corporation the names or contact information of clients of the Company, but at no expense to Employee, at any time during or after employment by Business. If the Company, sign all instruments and documents and cooperate in such other acts reasonably required to protect rights to the ideas, discoveries, inventions, improvements and knowledge referred to above, including applying for, obtaining and enforcing patents and copyrights thereon in any and all countries. (e) The Employee recognizes that the possible restrictions on the Employee’s activities which may occur as a result final judgment of the Employee’s performance of the Employee’s obligations under Sections 5(a) and (b) of this Agreement are required for the reasonable protection of the Company and its investments, and the Employee expressly acknowledges that such restrictions are fair and reasonable for that purpose. The Employee acknowledges that money damages would not be an adequate or sufficient remedy for any breach of Sections 5(a) and (b), and that in the event of a breach or threatened breach of Sections 5(a) and (b), the Company, in addition to other rights and remedies existing in its favor, shall be entitled, as a matter of right, to injunctive relief, including specific performance, from a court of competent jurisdiction in order to enforce, declares that any term or prevent any violations of, the provisions of Sections 5(a) and (b). The terms provision of this Section 5(e) 7.13 is invalid or unenforceable, the Parties agree that the court making the determination of invalidity or unenforceability shall not prevent have the Company from pursuing any other available remedies for any breach power to reduce the scope, duration, or threatened breach hereof, including but not limited to the recovery of damages from the Employee. If any area of the provisions 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 this Agreement are held to be in any respect an unreasonable restriction upon Employee then they shall be deemed to extend only over the maximum period of timeinvalid or unenforceable term or provision, geographic area, and/or range of activities as to which they may be enforceable. The Employee expressly agrees that all payments and benefits due the Employee under this Agreement shall be subject to enforceable as so modified after the Employee’s compliance expiration of the time within which the judgment may be appealed. Seller and Owner acknowledge that they have independently consulted with counsel, and after such consultation, agree that (i) the provisions covenants set forth in this Section 5. (f) Except including with respect to any shorter term as expressly provided hereinsubject matter, time period and geographical area) are reasonable and proper and are necessary to protect Purchaser’s interest in, and value of, the Business (including the goodwill inherent therein), (ii) the Seller and Owner are primarily responsible for the creation of such value, and (iii) Purchaser would not have consummated the transactions contemplated hereby without the restrictions contained in this Section 5 shall survive the expiration or earlier termination of Employee’s relationship with the Company for a period of ten (10) yearsSection.

Restrictive Covenants. Employee covenants with the Company as follows (as used in this Section 5, "Company" shall include the Company and its subsidiaries and Affiliates): (a) Employee shall not disclose or reveal to any unauthorized person or knowingly use for Employee’s own benefit, any trade secret or other confidential information relating to the Company, or to any The provisions of Section 4.3 (Confidential Information) of the businesses operated Employment Agreement are incorporated by it, including, without limitation, any customer lists, customer needs, price reference and performance information, processes, specifications, hardware, software, devices, supply sources and characteristics, business opportunities, potential business interests, marketing, promotional pricing and financing techniques, or other information relating to the business of the Company, and Employee confirms that such information constitutes the exclusive property of the Company. Such restrictions shall not apply to information which is generally made a part hereof. (ib) available in the industry or (ii) disclosed through no fault of Employee or (iii) required to be disclosed pursuant to applicable law or regulation or the order of a governmental or regulatory body (provided that the Company is given reasonable notice of any such required disclosure). Employee agrees that Employee will return to the Company upon request, but in any event upon termination of employment, any physical embodiment of any confidential information and/or any summaries containing any confidential information, in whole in part, in any media. For the avoidance of doubt, nothing the Company Group confirms that the restrictive covenants described in this Agreement is intended to impair Section 4.4 of the Employee’s rights to make disclosures under any applicable Federal whistleblower lawEmployment Agreement, are terminated and of no further force or effect. (bc) During You agree that: (i) during the term of employmentperiod commencing on the Termination Date and ending on January 15, and for a period of one year following termination of such employment for any reason 2016, you shall not, individually or payment on behalf of any compensationperson, whichever occurs lastfirm, Employee shall not engagepartnership, directly joint venture, association, corporation, company, enterprise, or indirectly (which includesentity, without limitationor as a sole proprietor, owningpartner, managingstockholder, operatingdirector, controllingofficer, being employed byprincipal, giving financial assistance toagent, participating in or being connected executive, or in any material way other capacity or relationship, engage in any business activity that is materially competitive with any person or entity), anywhere in the current business activities of the Company Group within the United States in any activities with KeHe Distributors, LLC (of America or any subsidiary or Affiliated entity thereof), other jurisdiction in which any other company which is a direct competitor member of the Company Group engages in business and any other company that conducts any business for which the Employee is uniquely qualified to serve as derives a member material portion of senior management as a result of his service to the Company, which for purposes of this Agreement shall mean the following companies: C&S Wholesale Grocers, Inc., (or any subsidiary or Affiliated entity thereof) with respect to (i) the Company’s activities on the date hereof and/or its revenues; and (ii) any activities which the Company becomes involved in during the Employee’s term of employment; provided, however, that Employee’s ownership as a passive investor of less than five percent (5%) of the issued and outstanding stock of a publicly held corporation so engaged, shall not by itself be deemed to constitute such competition. Further, during such one-year period Employee commencing on the Termination Date, you shall not act not, directly or indirectly, whether as an employee, consultant, independent contractor, partner, or joint venturer, solicit or induce, or in any manner attempt to induce solicit or induce, any of the Company’s vendorsperson employed by, customers or employees to take action that might be disadvantageous to as agent of, the Company to terminate such person’s employment or otherwise disturb such party’s relationship agency, as the case may be, with the Company. (cd) Employee hereby acknowledges You agree that Employee from and after the Termination Date, you will treat as for not, orally or in writing, disparage the Company Parties or otherwise take any action which could reasonably be expected to adversely affect the business reputation of the Company’s sole benefit. The Company, on behalf of itself and any other member of the Company Group, agrees that from and after the Termination Date, the Company Group and the directors and executive officers of the Company Group will not, orally or in writing, disparage you or your performance or otherwise take any action which could reasonably be expected to adversely affect your personal or professional reputation. “Disparage” means negative, defamatory, injurious, or false statements. This paragraph 7 does not limit or hinder your rights under Section 7 of the National Labor Relations Act, and fully does not bar you from making any truthful statements in any court proceeding or governmental investigation. Notwithstanding the foregoing, you and promptly disclose and assign to the Company without additional compensation, all ideas, information, discoveries, inventions mutually agree that the other party will be entitled to describe your responsibilities and improvements which are based upon or related to any confidential information protected under Section 5(a) herein, and which are made, conceived or reduced to practice by Employee during Employee’s employment roles while employed by the Company and within one year after termination thereofthat you and the Company mutually agreed to terminate your employment with the Company. The provisions of this subsection (c) shall apply whether such ideas, discoveries, inventions, improvements or knowledge are conceived, made or gained by Employee alone or with others, whether during or after usual working hours, either on or off the job, directly or indirectly related to Your and the Company’s business interests (including potential business interests), and whether or not within the realm of Employee’s duties. (d) Employee shall, upon request of the Company, but at no expense to Employee, at any time during or after employment by the Company, sign all instruments and documents and cooperate in such other acts reasonably required to protect rights to the ideas, discoveries, inventions, improvements and knowledge referred to above, including applying for, obtaining and enforcing patents and copyrights thereon in any and all countries. (e) The Employee recognizes that the possible restrictions on the Employee’s activities which may occur as a result of the Employee’s performance of the Employee’s obligations under Sections 5(a) and (b) of this Agreement are paragraph 7 shall not apply to disclosures required for the reasonable protection of the Company and its investmentsby applicable law, and the Employee expressly acknowledges that such restrictions are fair and reasonable for that purpose. The Employee acknowledges that money damages would not be an adequate regulation or sufficient remedy for any breach of Sections 5(a) and (b), and that in the event order of a breach court or threatened breach of Sections 5(a) and (b), the Company, in addition to other rights and remedies existing in its favor, shall be entitled, as a matter of right, to injunctive relief, including specific performance, from a court of competent jurisdiction in order to enforce, or prevent any violations of, the provisions of Sections 5(a) and (b). The terms of this Section 5(e) shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, including but not limited to the recovery of damages from the Employee. If any of the provisions of this Agreement are held to be in any respect an unreasonable restriction upon Employee then they shall be deemed to extend only over the maximum period of time, geographic area, and/or range of activities as to which they may be enforceable. The Employee expressly agrees that all payments and benefits due the Employee under this Agreement shall be subject to the Employee’s compliance with the provisions set forth in this Section 5governmental agency. (f) Except with respect to any shorter term as expressly provided herein, this Section 5 shall survive the expiration or earlier termination of Employee’s relationship with the Company for a period of ten (10) years.

Restrictive Covenants. Employee covenants with the Company as follows (as used in this Section 5, "Company" shall include the Company and its subsidiaries and Affiliates): (a) Employee shall From and after the Closing Date and until the third anniversary thereof, each Seller (other than any Seller who continues to be employed by the Company or any Subsidiary on a full-time basis after the Closing) agrees, solely with respect to itself, not disclose to directly or reveal to through a direct or indirect subsidiary thereof (i) purchase, invest in or fund any unauthorized person or knowingly use for Employee’s own benefit, any trade secret or other confidential information relating to the Company, or to FBO at any of the businesses operated by itairports listed in Schedule 7.9, including, without limitation, any customer lists, customer needs, price and performance information, processes, specifications, hardware, software, devices, supply sources and characteristics, business opportunities, potential business interests, marketing, promotional pricing and financing techniques, or other information relating to the business of the Company, and Employee confirms that such information constitutes the exclusive property of the Company. Such restrictions shall not apply to information which is generally (i) available in the industry or (ii) disclosed through no fault open for business, invest in, fund or otherwise assist the establishment of Employee a new FBO at any of the airports listed in Schedule 7.9, or (iii) required solicit or hire any employee of Purchaser or any of its Affiliates (but, with respect to be disclosed pursuant to applicable law or regulation the employees of the Company or the order Subsidiaries, only those employees of a governmental or regulatory body (provided that the Company and the Subsidiaries that accept offers of permanent employment with Purchaser or any of its Affiliates from and after the Closing); provided, such limitation shall not preclude Sellers or any of their Affiliates from employing any Person who is given reasonable notice no longer employed by Purchaser or any of its Affiliates at the time such Person contacts such Seller or Affiliate on his or her own initiative without any such required disclosure). Employee agrees that Employee will return to the Company upon request, but in any event upon termination of employment, any physical embodiment of any confidential information and/or any summaries containing any confidential information, in whole in part, in any media. For the avoidance of doubt, nothing in this Agreement is intended to impair the Employee’s rights to make disclosures under any applicable Federal whistleblower lawdirect or indirect solicitation by or encouragement from Seller or its Affiliates. (b) During Notwithstanding the term of employment, and for a period of one year following termination of such employment for any reason or payment of any compensation, whichever occurs last, Employee shall not engage, directly or indirectly (which includes, without limitation, owning, managing, operating, controlling, being employed by, giving financial assistance to, participating in or being connected in any material way with any person or entity), anywhere in the United States in any activities with KeHe Distributors, LLC (or any subsidiary or Affiliated entity thereof)foregoing, any other company which is a direct competitor of the Company and any other company that conducts any business for which the Employee is uniquely qualified to serve as a member of senior management as a result of his service to the Company, which for purposes of this Agreement shall mean the following companies: C&S Wholesale Grocers, Inc., (or any subsidiary or Affiliated entity thereof) with respect to Seller may (i) the Company’s activities own, solely as an investment, up to 1.0 % of any class of securities of any Person if such securities are listed on the date hereof and/or any national or regional securities exchange so long as such Seller is not a director, officer, employee or analogously employed or engaged, (ii) be employed by an entity that has operations that would otherwise violate Section 7.9(a) if such Seller's position and job function with such entity does not involve such operations and (iii) be employed by Purchaser or any activities which of its Affiliates. (c) Each Seller specifically acknowledges and agrees that the Company becomes involved breach by such Seller of its covenants contained in during this Section 7.9 would cause Purchaser irreparable harm not compensable solely in damages. Each Seller acknowledges and agrees that it is essential to the Employee’s term effective enforcement of employmentthis provision that Purchaser be entitled to the remedy of an injunction and it agrees to the granting of such an injunction, without any showing of damages or posting of any bond, in the event of a breach by such Seller of the terms of this provision; provided, however, that Employee’s ownership as a passive investor of less than five percent Purchaser shall also be entitled to pursue against such Seller breaching this Section 7.9 any other remedies (5%at law or in equity) of the issued and outstanding stock of a publicly held corporation so engaged, shall not by itself be deemed available to constitute such competition. Further, during such one-year period Employee shall not act to induce any of the Company’s vendors, customers or employees to take action that might be disadvantageous to the Company or otherwise disturb such party’s relationship with the Company. (c) Employee hereby acknowledges that Employee will treat as for the Company’s sole benefit, and fully and promptly disclose and assign to the Company without additional compensation, all ideas, information, discoveries, inventions and improvements which are based upon or related to any confidential information protected Purchaser under Section 5(a) herein, and which are made, conceived or reduced to practice by Employee during Employee’s employment by the Company and within one year after termination thereof. The provisions of this subsection (c) shall apply whether such ideas, discoveries, inventions, improvements or knowledge are conceived, made or gained by Employee alone or with others, whether during or after usual working hours, either on or off the job, directly or indirectly related to the Company’s business interests (including potential business interests), and whether or not within the realm of Employee’s dutiesAgreement. (d) Employee shall, upon request of the Company, but at no expense to Employee, at any time during or after employment by the Company, sign all instruments and documents and cooperate in such other acts reasonably required to protect rights to the ideas, discoveries, inventions, improvements and knowledge referred to above, including applying for, obtaining and enforcing patents and copyrights thereon in any and all countries. (e) The Employee recognizes that the possible restrictions on the Employee’s activities which may occur as a result of the Employee’s performance of the Employee’s obligations under Sections 5(a) and (b) of this Agreement are required for the reasonable protection of the Company and its investments, and the Employee expressly acknowledges that such restrictions are fair and reasonable for that purpose. The Employee acknowledges that money damages would not be an adequate or sufficient remedy for any A breach of Sections 5(a) and (b), and that in the event of a breach or threatened breach of Sections 5(a) and (b), the Company, in addition to other rights and remedies existing in its favor, shall be entitled, as a matter of right, to injunctive relief, including specific performance, from a court of competent jurisdiction in order to enforce, or prevent any violations of, the provisions of Sections 5(a) and (b). The terms of this Section 5(e) 7.9 by any particular Seller shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, including but not limited be imputed to the recovery of damages from the Employee. If any of the provisions of this Agreement are held to be in any respect an unreasonable restriction upon Employee then they shall be deemed to extend only over the maximum period of time, geographic area, and/or range of activities as to which they may be enforceable. The Employee expressly agrees that all payments and benefits due the Employee under this Agreement shall be subject to the Employee’s compliance with the provisions set forth in this Section 5other Sellers. (f) Except with respect to any shorter term as expressly provided herein, this Section 5 shall survive the expiration or earlier termination of Employee’s relationship with the Company for a period of ten (10) years.

Restrictive Covenants. Employee covenants (a) The Executive agrees to comply with the Company as follows (as used in this Section 5terms of the Restrictive Covenants Agreement dated January 24, "Company" shall include 2023 between the Company and its subsidiaries the Executive, and Affiliates): signed by Executive on January 30, 2023 (athe “Restrictive Covenants Agreement”), the non-disparagement DB1/ 135493748.2 covenant in subsection (b) Employee shall not disclose or reveal to any unauthorized person or knowingly use for Employee’s own benefitbelow, any trade secret or and all other confidential information relating to written restrictive covenants and agreements with the Company, or including restrictive covenants under equity grants, if any, and all confidentiality and other obligations with respect to the Company under the Company’s Code of Conduct and Ethics, including without limitation non-competition, non-solicitation, confidentiality and insider xxxxxxx xxxxxxxtions (collectively, the “Restrictive Covenants”). The Executive expressly acknowledges that continuing to comply with the terms of the Restrictive Covenants is a material term of this Agreement. The Executive further acknowledges that in the event that the Executive violates any of the businesses operated by itRestrictive Covenants, including, without limitation, the Executive shall forfeit any customer lists, customer needs, price unpaid amounts described in Section 4(b) and performance information, processes, specifications, hardware, software, devices, supply sources and characteristics, business opportunities, potential business interests, marketing, promotional pricing and financing techniques, or other information relating to the business of the Company, and Employee confirms that such information constitutes the exclusive property of the Company. Such restrictions shall not apply to information which is generally (i) available in the industry or (ii) disclosed through no fault of Employee or (iii) required to be disclosed pursuant to applicable law or regulation or the order of a governmental or regulatory body (provided that the Company is given reasonable notice of any such required disclosure). Employee agrees that Employee will return to the Company upon requestany amounts previously paid under Section 4(b), but in any event upon termination of employment, any physical embodiment of any confidential information and/or any summaries containing any confidential information, in whole in part, in any media. For and the avoidance of doubt, nothing in this Agreement is intended Company shall have no further obligation to impair the Employee’s rights to make disclosures under any applicable Federal whistleblower lawExecutive. (b) During The Executive covenants and agrees that the term of employmentExecutive will not willfully or knowingly, and for a period of one year following termination of such employment for any reason or payment of any compensation, whichever occurs last, Employee shall not engage, directly or indirectly (which includes, without limitation, owning, managing, operating, controlling, being employed by, giving financial assistance to, participating in or being connected in any material way with way, disparage the Company or any person of its Affiliates, its principals, shareholders, officers, directors, employees or entity), anywhere in the United States agents in any activities with KeHe Distributors, LLC (or any subsidiary or Affiliated entity thereof), any other company which is a direct competitor of the Company and any other company that conducts any business for which the Employee is uniquely qualified to serve as a member of senior management as a result of his service to the Company, which for purposes of this Agreement shall mean the following companies: C&S Wholesale Grocers, Inc., (or any subsidiary or Affiliated entity thereof) with respect to (i) the Company’s activities on the date hereof and/or (ii) any activities which the Company becomes involved in during the Employee’s term of employment; provided, however, that Employee’s ownership as a passive investor of less than five percent (5%) of the issued and outstanding stock of a publicly held corporation so engaged, shall not by itself be deemed to constitute such competition. Further, during such one-year period Employee shall not act to induce any of the Company’s vendors, customers or employees to take action that might be disadvantageous way relating to the Company or otherwise disturb any of its Affiliates, including, but not limited to, its name, business reputation or business practices. The Company agrees that it will not, and upon the Executive’s termination of employment it will direct its senior executives and directors not to, willfully or knowingly disparage the Executive in any way. Notwithstanding the foregoing, nothing in this Section 9(b) shall prevent any person from (i) responding publicly by a truthful statement to incorrect, disparaging or derogatory public statements to the extent reasonably necessary to correct or refute such party’s relationship public statement, or (ii) making any truthful statement to the extent (x) necessary with respect to any litigation, arbitration or mediation involving this Agreement, including, but not limited to, the Companyenforcement of this Agreement, or (y) required by law, legal process or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with actual or apparent jurisdiction to order such person to disclose or make accessible such information. (c) Employee hereby acknowledges that Employee will treat as for Nothing in this Agreement shall prohibit or restrict the Company’s sole benefitExecutive from initiating communications directly with, or responding to any inquiry from, or providing testimony before, the Equal Employment Opportunity Commission, the Department of Justice, the Securities and fully and promptly disclose and assign to Exchange Commission, or any other federal, state or local regulatory authority. To the Company without additional compensationextent permitted by law, all ideasupon receipt of any subpoena, informationcourt order, discoveries, inventions and improvements which are based upon or related to other legal process compelling the disclosure of any confidential information protected under Section 5(a) herein, and which are made, conceived or reduced to practice by Employee during Employee’s employment by the Company and within one year after termination thereof. The provisions of this subsection (c) shall apply whether such ideas, discoveries, inventions, improvements or knowledge are conceived, made or gained by Employee alone or with others, whether during or after usual working hours, either on or off the job, directly or indirectly related to the Company’s business interests (including potential business interests), and whether or not within the realm of Employee’s duties. (d) Employee shall, upon request trade secrets of the Company, but at no expense the Executive agrees to Employee, at any time during or after employment by give prompt written notice to the Company, sign all instruments and documents and cooperate in such other acts reasonably required Company so as to permit the Company to protect rights its interests in confidentiality to the ideasfullest extent possible. Please take notice that federal law provides criminal and civil immunity to federal and state claims for trade secret misappropriation to individuals who disclose a trade secret to their attorney, discoveriesa court, inventionsor a government official in certain, improvements confidential circumstances that are set forth at 18 U.S.C. §§ 1833(b)(1) and knowledge referred 1833(b)(2), related to above, including applying for, obtaining and enforcing patents and copyrights thereon in any and all countries. (e) The Employee recognizes that the possible restrictions on the Employee’s activities which may occur as reporting or investigation of a result suspected violation of the Employee’s performance law, or in connection with a lawsuit for retaliation for reporting a suspected violation of the Employee’s obligations under Sections 5(a) and (b) of this Agreement are required for the reasonable protection of the Company and its investments, and the Employee expressly acknowledges that such restrictions are fair and reasonable for that purpose. The Employee acknowledges that money damages would not be an adequate or sufficient remedy for any breach of Sections 5(a) and (b), and that in the event of a breach or threatened breach of Sections 5(a) and (b), the Company, in addition to other rights and remedies existing in its favor, shall be entitled, as a matter of right, to injunctive relief, including specific performance, from a court of competent jurisdiction in order to enforce, or prevent any violations of, the provisions of Sections 5(a) and (b). The terms of this Section 5(e) shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, including but not limited to the recovery of damages from the Employee. If any of the provisions of this Agreement are held to be in any respect an unreasonable restriction upon Employee then they shall be deemed to extend only over the maximum period of time, geographic area, and/or range of activities as to which they may be enforceable. The Employee expressly agrees that all payments and benefits due the Employee under this Agreement shall be subject to the Employee’s compliance with the provisions set forth in this Section 5law. (f) Except with respect to any shorter term as expressly provided herein, this Section 5 shall survive the expiration or earlier termination of Employee’s relationship with the Company for a period of ten (10) years.

Restrictive Covenants. Employee covenants with the Company as follows (as used in this Section 5, "Company" shall include the Company and its subsidiaries and Affiliates): (a) Employee shall not disclose or reveal to any unauthorized person or knowingly use for Employee’s own benefitTo further ensure that the Buyer receives the expected benefits of acquiring the Business, any trade secret or other confidential information relating to the CompanySeller Parent agrees that, or to any throughout the period that begins on the Closing Date and ends on the third anniversary of the businesses operated by itClosing Date, including, without limitation, any customer lists, customer needs, price and performance information, processes, specifications, hardware, software, devices, supply sources and characteristics, business opportunities, potential business interests, marketing, promotional pricing and financing techniques, or other information relating to the business of the CompanySeller Parent will not, and Employee confirms that such information constitutes the exclusive property will cause each of the Company. Such restrictions shall not apply its Affiliates to information which is generally (i) available in the industry or (ii) disclosed through no fault of Employee or (iii) required to be disclosed pursuant to applicable law or regulation or the order of a governmental or regulatory body (provided that the Company is given reasonable notice of any such required disclosure). Employee agrees that Employee will return to the Company upon request, but in any event upon termination of employment, any physical embodiment of any confidential information and/or any summaries containing any confidential information, in whole in part, in any media. For the avoidance of doubt, nothing in this Agreement is intended to impair the Employee’s rights to make disclosures under any applicable Federal whistleblower law. (b) During the term of employment, and for a period of one year following termination of such employment for any reason or payment of any compensation, whichever occurs last, Employee shall not engagenot, directly or indirectly (which includesindirectly, without limitationengage in the Restricted Business or own, owningoperate, managingbe a partner, operatingstockholder, controllingco-venturer or otherwise invest in, being employed byor acquire or hold any interest in, giving financial assistance to, participating any Person that engages in or being connected in any material way with any person or entity), the Restricted Business anywhere in the United States in any activities with KeHe Distributors, LLC (or any subsidiary or Affiliated entity thereof), any other company which is a direct competitor of the Company and any other company that conducts any business for which the Employee is uniquely qualified to serve as a member of senior management as a result of his service to the Company, which for purposes of this Agreement shall mean the following companies: C&S Wholesale Grocers, Inc., (or any subsidiary or Affiliated entity thereof) with respect to (i) the Company’s activities on the date hereof and/or (ii) any activities which the Company becomes involved in during the Employee’s term of employmentworld; provided, however, that Employeethe foregoing shall not restrict (i) any Seller or any of its Affiliates from (x) engaging in the Retained Business (but subject to the restrictions on future extensions of the Seller Parent’s ownership P3 platform, as set forth in the definition of Restricted Business) as currently conducted or proposed to be conducted; (y) engaging in any transaction, including any acquisition, and, pursuant to such acquisition, continuing to hold or own any business or Person engaged in any Restricted Business if such Restricted Business accounts for less than 15% of the consolidated annual revenues of the acquired business or acquired Person(s), taken as a passive investor whole, globally in the year prior to such acquisition, so long as the Seller Parent and its Affiliates do not extend or expand such Restricted Business; or (z) engaging in any acquisition of less any business or Person for whom the Restricted Business accounts for more than five percent (5%) 15% of the issued consolidated annual revenues of the acquired business or acquired Person(s), taken as a whole, globally in the year prior to such acquisition, if, within one year of the consummation of such acquisition, such Seller or its applicable Affiliate divests such Restricted Business, so long as the Seller Parent and outstanding stock of its Affiliates include the Buyer as a publicly held corporation so engaged, shall not by itself be deemed potential purchaser in the process to constitute divest such competition. Further, during such one-year period Employee shall not act to induce Restricted Business; or (ii) any Person that engages in a Restricted Business that acquires any Seller or any of their Affiliates. (b) To further ensure that the CompanyBuyer receives the expected benefits of acquiring the Business, the Seller Parent agrees that, throughout the period that begins on the Closing Date and ends on the second anniversary of the Closing Date, the Seller Parent will not, and will cause each of its Affiliates to not, directly or indirectly, employ, attempt to employ, or solicit for employment any Business Employee who is employed by the Buyer or its Affiliates immediately following the Closing; provided, however, that nothing herein prohibits any Seller or any Affiliate of any Seller from any (i) general solicitation for employment (including in any newspaper or magazine, over the internet or by any search or employment agency) if not specifically directed towards the Business Employees, (ii) hiring of any individual where the initial contact with such individual regarding such hiring arose from any such general solicitation, or (iii) soliciting for employment or hiring any individual who at the time of such solicitation and hiring is not employed by the Buyer or any Affiliate of the Buyer, provided that such individual’s vendors, customers or employees to take action that might be disadvantageous to the Company or otherwise disturb such party’s relationship employment with the CompanyBuyer or such Affiliate if the Buyer was not terminated voluntary by such individual within six months of the date on which such solicitation is made. (c) Employee hereby The Seller Parent acknowledges and agrees that Employee will treat as for (i) this Section 5.18 is reasonable and necessary to ensure that the Company’s sole benefitBuyer receives the expected benefits of acquiring the Business, and fully and promptly disclose and assign (ii) the Buyer has refused to enter into this Agreement in the Company without additional compensation, all ideas, information, discoveries, inventions and improvements which are based upon or related to any confidential information protected under Section 5(a) herein, and which are made, conceived or reduced to practice by Employee during Employee’s employment by the Company and within one year after termination thereof. The provisions absence of this subsection (c) shall apply whether such ideas, discoveries, inventions, improvements or knowledge are conceived, made or gained by Employee alone or with others, whether during or after usual working hours, either on or off the job, directly or indirectly related to the Company’s business interests (including potential business interests), and whether or not within the realm of Employee’s duties. (d) Employee shall, upon request of the Company, but at no expense to Employee, at any time during or after employment by the Company, sign all instruments and documents and cooperate in such other acts reasonably required to protect rights to the ideas, discoveries, inventions, improvements and knowledge referred to above, including applying for, obtaining and enforcing patents and copyrights thereon in any and all countries. (e) The Employee recognizes that the possible restrictions on the Employee’s activities which may occur as a result of the Employee’s performance of the Employee’s obligations under Sections 5(a) Section 5.18 and (biii) breach of this Agreement are required for Section 5.18 may harm the reasonable protection of the Company and its investments, Buyer to such an extent that monetary damages alone may be an inadequate remedy and the Employee expressly acknowledges that such restrictions are fair and reasonable for that purpose. The Employee acknowledges that money damages would Buyer may not be have an adequate or sufficient remedy for any breach of Sections 5(a) and (b)at Law. Therefore, and that in the event of a breach or threatened breach by the Seller Parent of Sections 5(a) and (b)this Section 5.18, the Company, Buyer (in addition to all other rights remedies it may have) will be entitled to seek an injunction and remedies existing in its favor, shall be entitled, as a matter of right, to injunctive relief, including specific performance, from a court of competent jurisdiction in order to enforce, other equitable relief (without posting any bond or prevent other security) restraining the Seller Parent (or any violations of, the provisions of Sections 5(a) and (b). The terms of this Section 5(e) shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, including but not limited to the recovery of damages from the Employee. If any Affiliate of the provisions of Seller Parent) from committing or continuing such breach and to enforce specifically this Agreement are held to be in any respect an unreasonable restriction upon Employee then they shall be deemed to extend only over the maximum period of time, geographic area, and/or range of activities as to which they may be enforceable. The Employee expressly agrees that all payments and benefits due the Employee under this Agreement shall be subject to the Employee’s compliance with the provisions set forth in this Section 5its terms. (f) Except with respect to any shorter term as expressly provided herein, this Section 5 shall survive the expiration or earlier termination of Employee’s relationship with the Company for a period of ten (10) years.

Restrictive Covenants. Employee covenants with 9.1 Grantee hereby acknowledges that the Company as follows may disclose (and/or has already disclosed) to Grantee and Grantee may be provided with access to and otherwise make use of, certain valuable, Confidential Information (as used in this Section 5, "Company" shall include the Company and its subsidiaries and Affiliates): (adefined below) Employee shall not disclose or reveal to any unauthorized person or knowingly use for Employee’s own benefit, any trade secret or other confidential information relating to the Company, or to any of the businesses operated by it, including, without limitation, any customer lists, customer needs, price and performance information, processes, specifications, hardware, software, devices, supply sources and characteristics, business opportunities, potential business interests, marketing, promotional pricing and financing techniques, or other information relating to the business of the Company, and Employee confirms that such information constitutes the exclusive property of the Company. Such restrictions shall not apply Grantee also acknowledges that due to information which is generally Grantee’s relationship with the Company, Grantee will develop (iand/or has developed) available in special contacts and relationships with the industry or (ii) disclosed through no fault of Employee or (iii) required to Company’s employees and that it would be disclosed pursuant to applicable law or regulation or the order of a governmental or regulatory body (provided that the Company is given reasonable notice of any such required disclosure). Employee agrees that Employee will return unfair and harmful to the Company upon request, but in any event upon termination if Grantee took advantage of employment, any physical embodiment these relationships to the detriment of any confidential information and/or any summaries containing any confidential information, in whole in part, in any mediathe Company. For purposes of this Section 9, references to the avoidance Company shall be deemed to include references to any Subsidiary of doubt, nothing in this Agreement is intended to impair the Employee’s rights to make disclosures under any applicable Federal whistleblower lawCompany. (b) During the term of employment, 9.2 Grantee hereby agrees that during Grantee’s service as a Director and for a period of one (1) year following any voluntary or involuntary termination of such employment for any reason Grantee’s service as a Director of the Company (regardless of reason), Grantee will not directly or payment indirectly, individually, or on behalf of any compensationPerson other than the Company: (a) solicit, whichever occurs last, Employee shall not engage, directly recruit or indirectly induce (which includes, without limitation, owning, managing, operating, controlling, being employed by, giving financial assistance to, participating in or being connected in any material way with otherwise assist any person or entity)entity in soliciting, anywhere in the United States in recruiting or inducing) any activities with KeHe Distributors, LLC (employee or any subsidiary or Affiliated entity thereof), any other company which is a direct competitor independent contractor of the Company who performed work for the Company within the final year of Grantee’s service with the Company to terminate his or her relationship with the Company; (b) knowingly or intentionally damage or destroy the goodwill and any other company that conducts any business for which the Employee is uniquely qualified to serve as a member esteem of senior management as a result of his service to the Company, which for purposes of this Agreement shall mean the following companies: C&S Wholesale Grocers, Inc., (or any subsidiary or Affiliated entity thereof) with respect to (i) the Company’s activities on the date hereof and/or (ii) any activities which the Company becomes involved in during the Employee’s term of employment; provided, however, that Employee’s ownership as a passive investor of less than five percent (5%) of the issued and outstanding stock of a publicly held corporation so engaged, shall not by itself be deemed to constitute such competition. Further, during such one-year period Employee shall not act to induce any of Business or the Company’s vendorssuppliers, customers employees, patrons, customers, and others who may at any time have or employees to take action that might be disadvantageous to the Company or otherwise disturb such party’s relationship have had relations with the Company. 9.3 Grantee further agrees that during Grantee’s service as a Director and for a period of one (c1) Employee hereby acknowledges year thereafter (or, with respect to Confidential Information that Employee constitutes a “trade secret” under applicable law, until such information ceases to be a trade secret), Grantee will treat not, except as for necessary to carry out Grantee’s duties as a Director of the Company, disclose or use Confidential Information without the Company’s sole benefitprior written consent. Grantee further agrees that, and fully and upon termination or expiration of Grantee’s service as a Director with the Company for any reason whatsoever or at any time, Grantee will deliver promptly disclose and assign to the Company without additional compensationall materials (including electronically-stored materials), all ideasdocuments, informationplans, discoveriesrecords, inventions and improvements which are based upon notes, or related to any confidential information protected under Section 5(a) hereinother papers, and which are madeany copies in Grantee’s possession or control, conceived or reduced to practice by Employee during Employee’s employment by the Company and within one year after termination thereof. The provisions of this subsection (c) shall apply whether such ideas, discoveries, inventions, improvements or knowledge are conceived, made or gained by Employee alone or with others, whether during or after usual working hours, either on or off the job, directly or indirectly related relating in any way to the Company’s business interests (including potential business interests), and whether Business or not within the realm of Employee’s duties. (d) Employee shall, upon request containing any Confidential Information of the Company, but which at no expense to Employee, at any time during or after employment by all times shall be the property of the Company, sign all instruments and documents and cooperate in such other acts reasonably required to protect rights to the ideas, discoveries, inventions, improvements and knowledge referred to above, including applying for, obtaining and enforcing patents and copyrights thereon in any and all countries. (e) The Employee recognizes that the possible restrictions on the Employee’s activities which may occur as a result of the Employee’s performance of the Employee’s obligations under Sections 5(a) and (b) of this Agreement are required for the reasonable protection of the Company and its investments, and the Employee expressly acknowledges that such restrictions are fair and reasonable for that purpose. The Employee acknowledges that money damages would not be an adequate or sufficient remedy for any breach of Sections 5(a) and (b), and that in the event of a breach or threatened breach of Sections 5(a) and (b), the Company, in addition to other rights and remedies existing in its favor, shall be entitled, as a matter of right, to injunctive relief, including specific performance, from a court of competent jurisdiction in order to enforce, or prevent any violations of, the provisions of Sections 5(a) and (b). The terms 9.4 For purposes of this Section 5(e) 9, the following terms shall not prevent have the Company from pursuing any other available remedies for any breach or threatened breach hereof, including but not limited to the recovery of damages from the Employee. If any of the provisions of this Agreement are held to be in any respect an unreasonable restriction upon Employee then they shall be deemed to extend only over the maximum period of time, geographic area, and/or range of activities as to which they may be enforceable. The Employee expressly agrees that all payments and benefits due the Employee under this Agreement shall be subject to the Employee’s compliance with the provisions set forth in this Section 5. (f) Except with respect to any shorter term as expressly provided herein, this Section 5 shall survive the expiration or earlier termination of Employee’s relationship with the Company for a period of ten (10) years.meanings specified below:

Restrictive Covenants. Employee covenants with To assure that the Company as follows (as used in this Section 5Purchaser will realize the benefits of the Asset Purchaser, "Company" shall include Seller and each of the Company Principals agrees that it will not, and will ensure that each of its subsidiaries and Affiliates):Affiliates does not: (a) Employee shall not disclose In the Restricted Area, from the Closing Date until the Non-Compete Termination Date, directly or reveal to indirectly, alone or as a partner, joint venturer, officer, director, member, employee, consultant, agent or independent contractor of, or lender to, any unauthorized person or knowingly use for Employee’s own benefitbusiness, any trade secret or other confidential information relating to the Company, or to any of the businesses operated by it, including, without limitation, any customer lists, customer needs, price and performance information, processes, specifications, hardware, software, devices, supply sources and characteristics, business opportunities, potential business interests, marketing, promotional pricing and financing techniques, or other information relating to the business of the Company, and Employee confirms that such information constitutes the exclusive property of the Company. Such restrictions shall not apply to information which is generally (i) available in compete with the industry Business or (ii) disclosed through no fault of Employee commence business operations at the Closed Websites or (iii) required to be disclosed pursuant to applicable law or regulation or the order of a governmental or regulatory body (provided that the Company is given reasonable notice of transfer any such required disclosure). Employee agrees that Employee will return to the Company upon request, but in any event upon termination of employment, any physical embodiment of any confidential information and/or any summaries containing any confidential information, in whole in part, in any media. For the avoidance of doubt, nothing in this Agreement is intended to impair the Employee’s rights to make disclosures under any applicable Federal whistleblower law. (b) During the term of employment, and for a period of one year following termination of such employment for any reason or payment of any compensation, whichever occurs last, Employee shall not engage, directly or indirectly (which includes, without limitation, owning, managing, operating, controlling, being employed by, giving financial assistance to, participating in or being connected in any material way with any person or entity), anywhere interest in the United States in any activities with KeHe Distributors, LLC (or any subsidiary or Affiliated entity thereof), Closed Websites to any other company which is a direct competitor of the Company and any other company that conducts any business for which the Employee is uniquely qualified to serve as a member of senior management as a result of his service to the Company, which for purposes of this Agreement shall mean the following companies: C&S Wholesale Grocers, Inc., (or any subsidiary or Affiliated entity thereof) with respect to (i) the Company’s activities on the date hereof and/or (ii) any activities which the Company becomes involved in during the Employee’s term of employmentparty; provided, however, that Employee’s (1) the passive ownership as a passive investor of less than five percent (5%) of the issued ownership interests of an entity having a class of securities that is traded on a national securities exchange or in the over-the-counter market and outstanding stock (2) operation of the Excluded Websites as operated on the date of this Agreement are not a publicly held corporation so engagedviolation of this Section 8.10(a). For avoidance of doubt, shall Seller and the Principals may derive revenue from affiliate marketing programs provided that it does not by itself be deemed to constitute such competition. Furtherresult from thrift, during such onedeals, coupons or coupon aggregation. (b) From the Closing Date until the Non-year period Employee shall not act to Compete Termination Date, directly or indirectly induce any person who is a contractor or vendor of the Company’s vendorsBusiness as of the Closing Date to withdraw, customers curtail or employees to take action cancel, or engage in any other activity that might be disadvantageous could adversely affect in any material respect the relationship such person has with Purchaser or its Affiliate with respect to the Company or otherwise disturb such party’s relationship with the CompanyBusiness. (c) Employee hereby acknowledges If and when Purchaser in good faith believes Seller, either Principal or any of their Affiliates is competing with the Business, Purchaser shall promptly and prior to taking any other action notify Seller and the Principals, providing in reasonable detail the basis for Purchaser’s belief, so that Employee will treat as for Seller and the Company’s sole benefit, and fully and promptly disclose and assign Principals can consider whether to continue the Company without additional compensation, all ideas, information, discoveries, inventions and improvements which activities Purchaser believes are based upon or related to any confidential information protected under Section 5(a) herein, and which are made, conceived or reduced to practice by Employee during Employee’s employment by the Company and within one year after termination thereofcompetitive. The provisions Seller and the Principals hereby acknowledge and agree that the forgoing sentence does not create an affirmative obligation on the part of this subsection (c) shall apply whether such ideas, discoveries, inventions, improvements the Purchaser to monitor the Seller’s or knowledge are conceived, made or gained by Employee alone or with others, whether during or after usual working hours, either on or off the job, directly or indirectly related to the Company’s business interests (including potential business interests), and whether or not within the realm of Employee’s dutiesPrincipals’ activities. (d) Employee shall, upon request of Each Principal and Seller acknowledges that the Company, but at no expense to Employee, at any time during or after employment by the Company, sign all instruments restrictions in this Section 8.10 are reasonable in scope and documents duration and cooperate in such other acts reasonably required are necessary to protect rights Purchaser after the Closing. The Seller and the Principals acknowledge that a breach of this Section 8.10 will cause irreparable damage to Purchaser, and upon breach of any provision of this Section 8.10, Purchaser will be entitled to injunctive relief, a specific performance or other equitable relief without bond or other security, provided, however, that the ideas, discoveries, inventions, improvements and knowledge referred to above, including applying for, obtaining and enforcing patents and copyrights thereon foregoing remedies will in no way limit any and all countriesother remedies Purchaser may have. (e) The Employee recognizes that the possible restrictions on the Employee’s activities which may occur as a result of the Employee’s performance of the Employee’s obligations under Sections 5(a) Each covenant and (b) of this Agreement are required for the reasonable protection of the Company and its investments, and the Employee expressly acknowledges that such restrictions are fair and reasonable for that purpose. The Employee acknowledges that money damages would not be an adequate or sufficient remedy for any breach of Sections 5(a) and (b), and that in the event of a breach or threatened breach of Sections 5(a) and (b), the Company, in addition to other rights and remedies existing in its favor, shall be entitled, as a matter of right, to injunctive relief, including specific performance, from a court of competent jurisdiction in order to enforce, or prevent any violations of, the provisions of Sections 5(a) and (b). The terms of this Section 5(e) shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, including but not limited to the recovery of damages from the Employee. If any of the provisions of this Agreement are held to be in any respect an unreasonable restriction upon Employee then they shall be deemed to extend only over the maximum period of time, geographic area, and/or range of activities as to which they may be enforceable. The Employee expressly agrees that all payments and benefits due the Employee under this Agreement shall be subject to the Employee’s compliance with the provisions restraint set forth out in this Section 58.10 when read together with each of the paragraphs in the definitions of Restricted Area and Non-Compete Termination Date has effect as a separate and independent covenant and restraint. (f) Except with respect to If any shorter term as expressly provided herein, of the several separate and independent covenants and restraints in this Section 5 shall survive 8.10 are or become invalid or unenforceable for any reason then that invalidity or unenforceability will not affect the expiration validity or earlier termination enforceability of Employee’s relationship any of the other separate and independent covenants and restraints in this Section 8.10. (g) If any of the prohibitions or restrictions contained in this Section 8.10 are judged to go beyond what is reasonable in the circumstances and necessary to protect the goodwill of the Business but would be judged reasonable and necessary if any activity were deleted or the period or area were reduced, then the prohibitions or restrictions apply with that activity deleted or that period or area reduced by the Company for a period of ten (10) yearsminimum amount necessary.

Restrictive Covenants. Employee (a) Employee’s eligibility to receive the Termination Payments and the Company’s obligation to remit or convey the Termination Payments are expressly conditioned on Employee’s consent to be bound by, and compliance with, the restrictions and covenants with the Company as follows (as used set forth in this Section 5, "Company" shall include the Company and its subsidiaries and Affiliates): (a) Employee shall not disclose or reveal to any unauthorized person or knowingly use for Employee’s own benefit, any trade secret or other confidential information relating to the Company, or to any of the businesses operated by it, including, without limitation, any customer lists, customer needs, price and performance information, processes, specifications, hardware, software, devices, supply sources and characteristics, business opportunities, potential business interests, marketing, promotional pricing and financing techniques, or other information relating to the business of the Company, and Employee confirms that such information constitutes the exclusive property of the Company. Such restrictions shall not apply to information which is generally (i) available in the industry or (ii) disclosed through no fault of Employee or (iii) required to be disclosed pursuant to applicable law or regulation or the order of a governmental or regulatory body (provided that the Company is given reasonable notice of any such required disclosure). Employee agrees that Employee will return to the Company upon request, but in any event upon termination of employment, any physical embodiment of any confidential information and/or any summaries containing any confidential information, in whole in part, in any media. For the avoidance of doubt, nothing in this Agreement is intended to impair the Employee’s rights to make disclosures under any applicable Federal whistleblower law13. (b) During the term of employment, Employee’s employment with the Company or an Affiliate (as defined in the Executive Severance Plan) and for a period of one year six (6) months following termination of such employment for any reason or payment of any compensation, whichever occurs lastthe Effective Termination Date (the “Restricted Period”), Employee shall did not engageand will not, whether on Employee’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Company, the business of any client or prospective client: (which includes, without limitation, owning, managing, operating, controlling, being employed by, giving financial assistance to, participating in i) with whom Employee had personal contact or being connected in any material way with any person or entity), anywhere in the United States in any activities with KeHe Distributors, LLC (or any subsidiary or Affiliated entity thereof), any other company which is a direct competitor dealings on behalf of the Company and any other company that conducts any business for which during the Employee is uniquely qualified to serve as a member of senior management as a result of his service to one year period preceding the Company, which for purposes of this Agreement shall mean the following companies: C&S Wholesale Grocers, Inc., (or any subsidiary or Affiliated entity thereof) with respect to (i) the Company’s activities on the date hereof and/or Termination; (ii) any activities which with whom employees reporting to Employee have had personal contact or dealings on behalf of the Company becomes involved in during the Employee’s term of employment; provided, however, that Employee’s ownership as a passive investor of less than five percent (5%) of the issued and outstanding stock of a publicly held corporation so engaged, shall not by itself be deemed to constitute such competition. Further, during such one-one year period immediately preceding the Termination; or (iii) for whom Employee shall not act to induce any of had direct or indirect responsibility during the Company’s vendors, customers or employees to take action that might be disadvantageous to one year period immediately preceding the Company or otherwise disturb such party’s relationship with the CompanyTermination. (c) Employee hereby acknowledges that During the Restricted Period, Employee will treat as for the Company’s sole benefit, and fully and promptly disclose and assign to not directly or indirectly: (i) engage in any business that materially competes with any business of the Company or its Affiliates (including, without additional compensationlimitation, all ideas, information, discoveries, inventions and improvements businesses which are based upon or related to any confidential information protected under Section 5(a) herein, and which are made, conceived or reduced to practice by Employee during Employee’s employment by the Company or its Affiliates have specific plans to conduct within twelve (12) months from the effective date of the Termination and as to which Employee is personally aware of such planning) in any geographical area that is within one year after termination thereof. The provisions 100 miles of this subsection any geographical area where the Company or its Affiliates manufactures, produces, sells, leases, rents, licenses or otherwise provides its products or services and over which Employee had substantive responsibilities (ca “Competitive Business”); (ii) shall apply whether such ideasenter the employ of, discoveriesor render any services to, inventionsany Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business; SEVERANCE AGREEMENT AND RELEASE – XXXX X. XXXXXXXX 8 (iii) acquire a financial interest in, improvements or knowledge are conceivedotherwise become actively involved with, made or gained by Employee alone or with others, whether during or after usual working hours, either on or off the jobany Competitive Business, directly or indirectly related indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (iv) interfere with, or attempt to interfere with, business relationships between the Company’s business interests (including potential business interests)Company or any of its Affiliates and customers, and whether clients, suppliers, partners, members or not within investors of the realm of Employee’s dutiesCompany or its Affiliates. (d) Notwithstanding anything to the contrary in this Section 13, Employee shallmay, upon request directly or indirectly, own, solely as an investment, securities of any Person engaged in the business of the CompanyCompany or its Affiliates that is publicly traded on a national stock exchange or on the over-the-counter market if Employee (i) is not a controlling person of, but at no expense to Employeeor a member of a group which controls, at such person or (ii) does not, directly or indirectly, own 5% or more of any time during or after employment by the Company, sign all instruments and documents and cooperate in class of securities of such other acts reasonably required to protect rights to the ideas, discoveries, inventions, improvements and knowledge referred to above, including applying for, obtaining and enforcing patents and copyrights thereon in any and all countriesPerson. (e) The During the Restricted Period, Employee recognizes that the possible restrictions will not, whether on the Employee’s activities which may occur as a result own behalf or on behalf of the Employee’s performance of the Employee’s obligations under Sections 5(aor in conjunction with any Person, directly or indirectly: (i) and (b) of this Agreement are required for the reasonable protection solicit or encourage any employee of the Company and or its investmentsAffiliates to leave the employment of the Company or its Affiliates; or (ii) hire any such employee who was employed by the Company or its affiliates as of Effective Termination Date or who left the employment of the Company or its affiliates coincident with, and the Employee expressly acknowledges that such restrictions are fair and reasonable for that purpose. The Employee acknowledges that money damages would not be an adequate or sufficient remedy for any breach of Sections 5(awithin six (6) and (b), and that in the event of a breach months prior to or threatened breach of Sections 5(a) and (b)after, the CompanyEffective Termination Date. (f) During the Restricted Period, in addition Employee will not, directly or indirectly, solicit or encourage to other rights and remedies existing in cease to work with the Company or its favor, shall be entitled, as Affiliates any consultant then under contract with the Company or its Affiliates. (g) If a matter of right, to injunctive relief, including specific performance, from final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in order to enforce, or prevent any violations ofthis Section 13 is an unenforceable restriction against Employee, the provisions of Sections 5(athis Section 13 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 to be enforceable. (h) Employee agrees and (b)acknowledges that his fulfillment of the obligations contained in this Section 13 are necessary to protect the Company’s value and goodwill. The Employee further acknowledges the time, geography and scope limitations of his obligations not to compete and not to interfere pursuant to this Section 13 are reasonable, especially in light of the Company’s desire to protect its Proprietary Information, and that Employee will not be precluded from gainful employment if Employee is obligated not to compete or interfere with the Company pursuant to the terms of this Section 5(e) shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, including but not limited to the recovery of damages from the Employee13. If any of the provisions of this Agreement are held to be in any respect an unreasonable restriction upon Employee then they shall be deemed to extend only over the maximum period of time, geographic area, and/or range of activities as to which they may be enforceable. The Employee expressly agrees that all payments and benefits due the Employee under this Agreement shall be subject to the Employee’s compliance with the provisions set forth in this Section 5. (f) Except with respect to any shorter term as expressly provided herein, this Section 5 shall survive the expiration or earlier termination of Employee’s relationship with the Company for a period of ten (10) years.SEVERANCE AGREEMENT AND RELEASE – XXXX X. XXXXXXXX 9

Restrictive Covenants. Employee covenants with the Company as follows (as used in this Section 5, "Company" shall include the Company and its subsidiaries and Affiliates): (a) Employee Middle Bay, Shore and Executive acknowledge and agree that Executive's Duties are of a special and unusual character which have a unique value to both corporations, the loss of which cannot be adequately compensated by damages in an action at law and, if used in competition with either corporation, could cause serious harm to such corporation. Further, Executive and Middle Bay also recognize that an important part of Executive's Duties will be to develop good will for Middle Bay through his personal contact with customers, agents and others having business relationships with Middle Bay and Shore and that there is a danger that this goodwill, a proprietary asset of Middle Bay, may follow Executive if and when his relationship with Middle Bay is terminated. Accordingly, Executive covenants that, during the course of Executive's employment pursuant to this Agreement (and for a period of six months thereafter if termination of this Agreement is pursuant to Section 11(c) hereof), Executive shall not disclose or reveal not, within those areas in which Executive rendered services pursuant to any unauthorized person or knowingly use for Employee’s own benefit, any trade secret or other confidential information relating this Agreement within two (2) years prior to the Companytermination or cessation of Executive's employment with Middle Bay or Shore, directly or to any of the businesses operated by it, including, without limitation, any customer lists, customer needs, price and performance information, processes, specifications, hardware, software, devices, supply sources and characteristics, business opportunities, potential business interests, marketing, promotional pricing and financing techniques, or other information relating to the business of the Company, and Employee confirms that such information constitutes the exclusive property of the Company. Such restrictions shall not apply to information which is generally indirectly: (i) available be engaged, on his own behalf or on behalf of others, in an executive capacity which involves duties and responsibilities identical or substantially similar to those of Executive under the industry or terms and provisions of this Agreement or (ii) disclosed through no fault solicit, divert or appropriate or attempt to solicit, divert or appropriate any oil and gas properties of Employee either Middle Bay, Shore or (iii) required any Middle Bay subsidiary which were identified by Executive or under his supervision on behalf of Middle Bay or Shore to be disclosed pursuant to applicable law or regulation for any business which is engaged in the oil and gas business in a substantially similar manner and competing with Middle Bay, Shore or the order of a governmental or regulatory body (provided that the Company is given reasonable notice of any such required disclosure). Employee agrees that Employee will return to the Company upon request, but in any event upon termination of employment, any physical embodiment of any confidential information and/or any summaries containing any confidential information, in whole in part, in any media. For the avoidance of doubt, nothing in this Agreement is intended to impair the Employee’s rights to make disclosures under any applicable Federal whistleblower lawMiddle Bay subsidiary. (b) During Executive shall not, on his own behalf or on behalf of others, solicit, divert or hire away, or attempt to solicit, divert or hire away, any person employed by Middle Bay or any subsidiary, whether or not such employee is a full-time employee or a temporary employee of such corporation and whether or not such employment is pursuant to a written agreement or is at will, at any time during the term of employment, this Agreement and for a period of one year following termination of such employment six months after Executive ceases to be employed hereunder for any reason or payment of any compensation, whichever occurs last, Employee shall not engage, directly or indirectly (which includes, without limitation, owning, managing, operating, controlling, being employed by, giving financial assistance to, participating in or being connected in any material way with any person or entity), anywhere in the United States in any activities with KeHe Distributors, LLC (or any subsidiary or Affiliated entity thereof), any other company which is a direct competitor of the Company and any other company that conducts any business for which the Employee is uniquely qualified to serve as a member of senior management as a result of his service to the Company, which for purposes of this Agreement shall mean the following companies: C&S Wholesale Grocers, Inc., (or any subsidiary or Affiliated entity thereof) with respect to (i) the Company’s activities on the date hereof and/or (ii) any activities which the Company becomes involved in during the Employee’s term of employment; provided, however, that Employee’s ownership as a passive investor of less than five percent (5%) of the issued and outstanding stock of a publicly held corporation so engaged, shall not by itself be deemed to constitute such competition. Further, during such one-year period Employee shall not act to induce any of the Company’s vendors, customers or employees to take action that might be disadvantageous to the Company or otherwise disturb such party’s relationship with the Companywhatsoever. (c) Employee hereby acknowledges that Employee will treat as for Compliance with the Company’s sole benefit, and fully and promptly disclose and assign to the Company without additional compensation, all ideas, information, discoveries, inventions and improvements which are based upon or related to any confidential information protected under Section 5(a) herein, and which are made, conceived or reduced to practice by Employee during Employee’s employment by the Company and within one year after termination thereof. The provisions of this subsection (c) shall apply whether such ideas, discoveries, inventions, improvements or knowledge are conceived, made or gained by Employee alone or with others, whether during or after usual working hours, either on or off the job, directly or indirectly related to the Company’s business interests (including potential business interests), and whether or not within the realm of Employee’s duties. (d) Employee shall, upon request of the Company, but at no expense to Employee, at any time during or after employment by the Company, sign all instruments and documents and cooperate in such other acts reasonably required to protect rights to the ideas, discoveries, inventions, improvements and knowledge referred to above, including applying for, obtaining and enforcing patents and copyrights thereon in any and all countries. (e) The Employee recognizes that the possible restrictions on the Employee’s activities which may occur as a result of the Employee’s performance of the Employee’s obligations under Sections 5(a) and (b) restrictive covenants of this Agreement are required is a condition precedent to Middle Bay's or Shore's obligation to make any payments of any nature to Executive, whether under this Agreement or otherwise. Nothing in this Agreement shall be construed as prohibiting Middle Bay or Shore from pursuing any other remedies available to it for the reasonable protection of the Company and its investments, and the Employee expressly acknowledges that such restrictions are fair and reasonable for that purpose. The Employee acknowledges that money damages would not be an adequate or sufficient remedy for any breach of Sections 5(a) and (b), and that in the event of a breach or threatened breach of Sections 5(a) 8 and (b), the Company, in addition to other rights and remedies existing in its favor, shall be entitled, as a matter of right, to injunctive relief, including specific performance, from a court of competent jurisdiction in order to enforce, or prevent any violations of, the provisions of Sections 5(a) and (b). The terms 9 of this Section 5(eAgreement. (d) shall not prevent Executive agrees that the Company from pursuing any other available remedies for any breach or threatened breach hereof, including but not limited to the recovery of damages from the Employee. If any of the provisions covenants and agreements contained in Sections 8 and 9 of this Agreement are held to be in any respect an unreasonable restriction upon Employee then they shall be deemed to extend only over of the maximum period essence of time, geographic area, and/or range of activities as to which they may be enforceable. The Employee expressly agrees that all payments and benefits due the Employee under this Agreement shall be subject and that each of such covenants is reasonable and necessary to protect and preserve the Employee’s compliance with the provisions set forth in this Section 5. (f) Except with respect to any shorter term as expressly provided herein, this Section 5 shall survive the expiration or earlier termination interests and business of Employee’s relationship with the Company for a period of ten (10) years.Middle Bay

Restrictive Covenants. Employee 11.1 Each Seller covenants with the Buyer that it shall not (and shall procure that no member of the Sellers’ Group shall), for a period of twelve (12) calendar months from Completion, solicit or entice away from any Group Company as follows (as used any person who is at the relevant time and at Completion an InfraCo Employee or compel any InfraCo Employee to leave his or her employment with the Buyer’s Group for the purpose of enabling a Seller or member of the Sellers’ Group to employ that InfraCo Employee in compliance with this Section 5, "Company" clause. 11.2 Nothing in clause 11.1 shall include prohibit any Seller or member of the Company and its subsidiaries and Affiliates):Sellers’ Group from: (a) Employee shall employing any person (including, but not disclose or reveal limited to any unauthorized person or knowingly use for InfraCo Employee’s own benefit, any trade secret ) who responds to a recruitment or other confidential information relating to the Companyadvertisement, provided that such response was not solicited or to any induced directly or indirectly by that Seller or member of the businesses operated by it, including, without limitation, any customer lists, customer needs, price and performance information, processes, specifications, hardware, software, devices, supply sources and characteristics, business opportunities, potential business interests, marketing, promotional pricing and financing techniques, or other information relating to the business of the Company, and Employee confirms that such information constitutes the exclusive property of the Company. Such restrictions shall not apply to information which is generally (i) available in the industry or (ii) disclosed through no fault of Employee or (iii) required to be disclosed pursuant to applicable law or regulation or the order of a governmental or regulatory body (provided that the Company is given reasonable notice of any such required disclosure). Employee agrees that Employee will return to the Company upon request, but in any event upon termination of employment, any physical embodiment of any confidential information and/or any summaries containing any confidential information, in whole in part, in any media. For the avoidance of doubt, nothing in this Agreement is intended to impair the Employee’s rights to make disclosures under any applicable Federal whistleblower law.Sellers’ Group; or (b) During employing any person (including, but not limited to any InfraCo Employee) whose employment or engagement with the term Buyer’s Group has been terminated, provided that such termination was not solicited or induced directly or indirectly by a Seller or member of employmentthe Sellers’ Group; and/or (c) taking or failing to take any action which would otherwise constitute a breach of clause 11.1, provided the Buyer has given its prior written consent to such act or omission. 11.3 The Buyer covenants with the Sellers that it shall not (and shall procure that no member of the Buyer’s Group shall), for a period of one year following termination twelve (12) calendar months from Completion, solicit or entice away from any member of the Sellers’ Group any person who is at the relevant time an employee of the Sellers’ Group (a “Sellers’ Group Employee”) or compel any Sellers’ Group Employee to leave his or her employment with the Sellers’ Group for the purpose of enabling the Buyer or member of the Buyer’s Group to employ that Sellers’ Group Employee in compliance with this clause. A44416060 70 11.4 Nothing in clause 11.3 shall prohibit the Buyer or member of the Buyer’s Group from: (a) employing any person (including, but not limited to a Sellers’ Group Employee) who responds to a recruitment or other advertisement, provided that such employment for any reason response was not solicited or payment of any compensation, whichever occurs last, Employee shall not engage, induced directly or indirectly by the Buyer or member of the Buyer’s Group; or (which includes, without limitation, owning, managing, operating, controlling, being employed by, giving financial assistance to, participating in or being connected in any material way with b) employing any person (including, but not limited to any Sellers’ Group Employee) whose employment or entity)engagement with the Sellers’ Group has been terminated, anywhere in provided that such termination was not solicited or induced directly or indirectly by the United States in any activities with KeHe Distributors, LLC (Buyer or any subsidiary or Affiliated entity thereof), any other company which is a direct competitor member of the Company and any other company that conducts any business for which the Employee is uniquely qualified to serve as a member of senior management as a result of his service to the Company, which for purposes of this Agreement shall mean the following companies: C&S Wholesale Grocers, Inc., (or any subsidiary or Affiliated entity thereof) with respect to (i) the CompanyBuyer’s activities on the date hereof and/or (ii) any activities which the Company becomes involved in during the Employee’s term of employmentGroup; provided, however, that Employee’s ownership as a passive investor of less than five percent (5%) of the issued and outstanding stock of a publicly held corporation so engaged, shall not by itself be deemed to constitute such competition. Further, during such one-year period Employee shall not act to induce any of the Company’s vendors, customers or employees to take action that might be disadvantageous to the Company or otherwise disturb such party’s relationship with the Company.and/or (c) Employee hereby acknowledges that Employee will treat as for the Company’s sole benefit, and fully and promptly disclose and assign taking or failing to the Company without additional compensation, all ideas, information, discoveries, inventions and improvements take any action which are based upon or related to any confidential information protected under Section 5(a) herein, and which are made, conceived or reduced to practice by Employee during Employee’s employment by the Company and within one year after termination thereof. The provisions of this subsection (c) shall apply whether such ideas, discoveries, inventions, improvements or knowledge are conceived, made or gained by Employee alone or with others, whether during or after usual working hours, either on or off the job, directly or indirectly related to the Company’s business interests (including potential business interests), and whether or not within the realm of Employee’s duties. (d) Employee shall, upon request of the Company, but at no expense to Employee, at any time during or after employment by the Company, sign all instruments and documents and cooperate in such other acts reasonably required to protect rights to the ideas, discoveries, inventions, improvements and knowledge referred to above, including applying for, obtaining and enforcing patents and copyrights thereon in any and all countries. (e) The Employee recognizes that the possible restrictions on the Employee’s activities which may occur as would otherwise constitute a result of the Employee’s performance of the Employee’s obligations under Sections 5(a) and (b) of this Agreement are required for the reasonable protection of the Company and its investments, and the Employee expressly acknowledges that such restrictions are fair and reasonable for that purpose. The Employee acknowledges that money damages would not be an adequate or sufficient remedy for any breach of Sections 5(a) and (b)clause 11.3, and that in provided the event of a breach Sellers have given their prior written consent to such act or threatened breach of Sections 5(a) and (b), the Company, in addition to other rights and remedies existing in its favor, shall be entitled, as a matter of right, to injunctive relief, including specific performance, from a court of competent jurisdiction in order to enforce, or prevent any violations of, the provisions of Sections 5(a) and (b). The terms of this Section 5(e) shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, including but not limited to the recovery of damages from the Employee. If any of the provisions of this Agreement are held to be in any respect an unreasonable restriction upon Employee then they shall be deemed to extend only over the maximum period of time, geographic area, and/or range of activities as to which they may be enforceable. The Employee expressly agrees that all payments and benefits due the Employee under this Agreement shall be subject to the Employee’s compliance with the provisions set forth in this Section 5omission. (f) Except with respect to any shorter term as expressly provided herein, this Section 5 shall survive the expiration or earlier termination of Employee’s relationship with the Company for a period of ten (10) years.

Restrictive Covenants. Employee covenants with 20.1 BVI and BVI Existing Shareholders hereof acknowledge that the Company as follows (as used Preference Shareholders agrees to invest in this Section 5, "Company" shall include the Company and its subsidiaries become a Preference Shareholder on the basis of continued and Affiliates):exclusive services of and diligent devotion and commitment by BVI Existing Shareholders and BVI to the Group Companies, and agree that the Preference Shareholders should have reasonable assurance of such basis of investment. Each of BVI Existing Shareholders and BVI hereof jointly and severally undertakes to the Preference Shareholders who hold(s) not less than 50 percent of the Series A Preference Shares that neither he nor any of his Associates will directly or indirectly: (a) Employee Up to the last day of the 12th month after the Qualified IPO, ( “Restriction Period”), participate, assist, be concerned with, engaged or interested in, any business or entity in any manner, directly or indirectly, which is in competition with the business carried on by any Group Company at any time during the Restriction Period; (b) during the Restriction Period, solicit in any manner any person who is or has been during the Restriction Period a customer or client of any Group Company for the purpose of offering to such person any goods or services similar to or competing with any of the businesses conducted by any Group Company at any time during the Restriction Period; (c) during the Restriction Period, solicit or entice away, or endeavour to solicit or entice away, any employee or officer of any Group Company; (d) at any time disclose to any person, or use for any purpose, any information concerning the business, accounts, finance, transactions or Intellectual Property rights of any Group Company or any trade secrets or confidential information of or relating to any of the Group Companies; (e) during the Restriction Period, none of BVI Existing Shareholders or BVI may hold 5% or more shares in another business or entity (regardless of whether such business or entity is in competition, directly or indirectly, with the business carried on by any Group Company), unless a prior written consent is obtained from the Preference Shareholders; except for the business or entity where the BVI Existing Shareholders or BVI or their Associate does not act as an senior management officer, a director, or otherwise actively participate in the management, and in such case they may hold up to 20% of the Shares or equity interests in such business or entity, except for the investment and directorship in the Xxx Xxxx as being disclosed to Baring as at the date hereof. 20.2 Each undertaking in paragraphs (a), (b), (c) (d) and (e) of this Clause 20.1 shall be treated as independent of the other undertakings so that, if any of them is held to be invalid or unenforceable for any reason, the remaining undertakings shall be valid to the extent that they are not affected. 20.3 Each of BVI Existing Shareholders and BVI hereby expressly acknowledges and declares that it has duly considered the undertakings set out in Clause 20.1 and considers that they are reasonable in the circumstances, and warrants and undertakes to the Preference Shareholders that it shall not disclose challenge or reveal query the validity and enforceability of these undertakings. 20.4 Without prejudice to any unauthorized person rights or knowingly use for Employee’s own benefitremedies of the Preference Shareholders under law, if any trade secret of BVI Existing Shareholders or other confidential information relating BVI (“Defaulter”) is in breach of Clause 20.1(c), and more than 10 employees and/or officers of any Group Company are solicited or enticed away, such Defaulter shall be individually liable to pay to the Preference Shareholders on demand liquidated damages in the sum of US$ 5 million. The parties agree that this sum is paid as liquidated damages and not as penalty, and agree that this sum is a genuine pre-estimate in good faith of the loss suffered by the Preference Shareholders in such circumstances. 20.5 During the period that Baring holds any Preference Shares of the Company, or to before a Qualified IPO, whichever is earlier, Baring should not directly or indirectly make any of investment into the businesses operated by itfollowing companies, including, without limitation, any customer lists, customer needs, price and performance information, processes, specifications, hardware, software, devices, supply sources and characteristics, business opportunities, potential business interests, marketing, promotional pricing and financing techniques, or other information relating to the business of the Company, and Employee confirms except that Baring’s investee enterprises make further investment into such information constitutes the exclusive property of the Company. Such restrictions shall not apply to information which is generally companies. (ia) available in the industry or (ii) disclosed through no fault of Employee or (iii) required to be disclosed pursuant to applicable law or regulation or the order of a governmental or regulatory body (provided that the Company is given reasonable notice of any such required disclosureOrganizer ( ). Employee agrees that Employee will return to the Company upon request, but in any event upon termination of employment, any physical embodiment of any confidential information and/or any summaries containing any confidential information, in whole in part, in any media. For the avoidance of doubt, nothing in this Agreement is intended to impair the Employee’s rights to make disclosures under any applicable Federal whistleblower law. (b) During the term of employment, and for a period of one year following termination of such employment for any reason or payment of any compensation, whichever occurs last, Employee shall not engage, directly or indirectly (which includes, without limitation, owning, managing, operating, controlling, being employed by, giving financial assistance to, participating in or being connected in any material way with any person or entityBesta ( ), anywhere in the United States in any activities with KeHe Distributors, LLC (or any subsidiary or Affiliated entity thereof), any other company which is a direct competitor of the Company and any other company that conducts any business for which the Employee is uniquely qualified to serve as a member of senior management as a result of his service to the Company, which for purposes of this Agreement shall mean the following companies: C&S Wholesale Grocers, Inc., (or any subsidiary or Affiliated entity thereof) with respect to (i) the Company’s activities on the date hereof and/or (ii) any activities which the Company becomes involved in during the Employee’s term of employment; provided, however, that Employee’s ownership as a passive investor of less than five percent (5%) of the issued and outstanding stock of a publicly held corporation so engaged, shall not by itself be deemed to constitute such competition. Further, during such one-year period Employee shall not act to induce any of the Company’s vendors, customers or employees to take action that might be disadvantageous to the Company or otherwise disturb such party’s relationship with the Company. (c) Employee hereby acknowledges that Employee will treat as for the Company’s sole benefit, and fully and promptly disclose and assign to the Company without additional compensation, all ideas, information, discoveries, inventions and improvements which are based upon or related to any confidential information protected under Section 5(a) herein, and which are made, conceived or reduced to practice by Employee during Employee’s employment by the Company and within one year after termination thereof. The provisions of this subsection (c) shall apply whether such ideas, discoveries, inventions, improvements or knowledge are conceived, made or gained by Employee alone or with others, whether during or after usual working hours, either on or off the job, directly or indirectly related to the Company’s business interests (including potential business interestsInstant dict ( ), and whether or not within the realm of Employee’s duties. (d) Employee shall, upon request of the Company, but at no expense to Employee, at any time during or after employment by the Company, sign all instruments and documents and cooperate in such other acts reasonably required to protect rights to the ideas, discoveries, inventions, improvements and knowledge referred to above, including applying for, obtaining and enforcing patents and copyrights thereon in any and all countries.Xxxxxx ( ) (e) The Employee recognizes that the possible restrictions on the Employee’s activities which may occur as a result of the Employee’s performance of the Employee’s obligations under Sections 5(a) and (b) of this Agreement are required for the reasonable protection of the Company and its investments, and the Employee expressly acknowledges that such restrictions are fair and reasonable for that purpose. The Employee acknowledges that money damages would not be an adequate or sufficient remedy for any breach of Sections 5(a) and (bCooltec ( ), and that in the event of a breach or threatened breach of Sections 5(a) and (b), the Company, in addition to other rights and remedies existing in its favor, shall be entitled, as a matter of right, to injunctive relief, including specific performance, from a court of competent jurisdiction in order to enforce, or prevent any violations of, the provisions of Sections 5(a) and (b). The terms of this Section 5(e) shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, including but not limited to the recovery of damages from the Employee. If any of the provisions of this Agreement are held to be in any respect an unreasonable restriction upon Employee then they shall be deemed to extend only over the maximum period of time, geographic area, and/or range of activities as to which they may be enforceable. The Employee expressly agrees that all payments and benefits due the Employee under this Agreement shall be subject to the Employee’s compliance with the provisions set forth in this Section 5. (f) Except with respect to any shorter term as expressly provided herein, this Section 5 shall survive the expiration or earlier termination of Employee’s relationship with the Company for a period of ten Hi-tech wealth ( ) (10g) years.Lenovo ( ) (h) BBK ( ) (i) Ohayo ( ) (o) Readboy ( ) (p) Dbolo ( ) (q) X.xx ( ) (r) Timetop ( ) (s) Xxxxxx ( ) (t) (u)

Restrictive Covenants. Employee covenants The Company and the Master Dealer both covenant and agree to execute a non-solicitation agreement in favour of the other, and both parties covenant and agree that neither party will do anything that could be considered, in any manner whatsoever, interference with any potential contractual relationships. All prospects for Dealerships introduced by either Party shall be fully protected from any offers of any kind by the other Party, unless with the Company as follows (as used in this Section 5written mutual consent of all three parties. In order to limit any potential interference, "Company" shall include the Company and its subsidiaries and Affiliates): (a) Employee shall not disclose or reveal Master Dealer agrees to any unauthorized person or knowingly use for Employee’s own benefit, any trade secret or other confidential information relating submit to the Company, every 30 days, its list of potential dealers. The named Dealership prospects will not be contacted by the Company, unless it receives written authorization from the Master Dealer, for a period of 120 days from the date the list is received by the Company. At the end of the 120 day period, the Company will not negotiate with the prospect unless the Company first notifies the Master Dealer that the Company is intending to deal directly with the prospect and gives the Master Dealer 30 days to respond advising whether an agreement has been reached with the prospect. If no agreement has been reached, the Company may negotiate directly with the prospect. Thereafter this Section 7.1 will not limit the Parties' ability to negotiate or enter into other agreements. The Master Dealer covenants and agrees that during the Term and any renewals or extensions thereof, except as otherwise provided in writing by the Company, the Master Dealer shall not, either directly or indirectly, for itself, or through, on behalf of, or in conjunction with any Person or entity: divert or attempt to divert any business or customer for the Services to any of the businesses operated by it, including, without limitation, any customer lists, customer needs, price and performance information, processes, specifications, hardware, software, devices, supply sources and characteristics, business opportunities, potential business interests, marketing, promotional pricing and financing techniques, or other information relating to the business competitor of the Company, by direct or indirect inducement or otherwise, or do or perform, directly or indirectly, any other act injurious or prejudicial to the goodwill associated with the Trade-marks, Services and Employee confirms Products; employ or seek to employ or accept the services of any person who is at that time employed by the Company, its Affiliates or licensors or RESTRICTIVE COVENANTS - continued by any other Company dealer, or otherwise directly or indirectly induce such information constitutes person to leave his or her employment thereat, without the exclusive property prior written consent of the Company. Such restrictions shall not apply Company and the other Company dealer; or own, maintain, operate, engage in, be concerned with, lend money to, guarantee the debts of or permit its name to information which is generally (i) available be used or employed in connection with or have any interest in, whether as employee, owner, investor, partner, shareholder, director, officer, or otherwise, any business engaged in the industry or (ii) disclosed through no fault provision of Employee or (iii) required services that could be considered to be disclosed pursuant in competition to applicable law or regulation the Company's business or the order sale of a governmental or regulatory body (provided that the Company is given reasonable notice of any such required disclosure)products ancillary thereto. Employee The Master Dealer covenants and agrees that Employee will return to the Company upon request, but in any event upon termination of employment, any physical embodiment of any confidential information and/or any summaries containing any confidential information, in whole in part, in any media. For the avoidance of doubt, nothing in this Agreement is intended to impair the Employee’s rights to make disclosures under any applicable Federal whistleblower law. (b) During the term of employment, and for a period of one year following five (5) years after the expiration or termination of such employment for any reason or payment of any compensationthis Agreement, whichever occurs last, Employee shall not engage, directly or indirectly (which includes, without limitation, owning, managing, operating, controlling, being employed by, giving financial assistance to, participating in or being connected in any material way with any person or entity), anywhere in the United States in any activities with KeHe Distributors, LLC (or any subsidiary or Affiliated entity thereof), any other company which is a direct competitor regardless of the Company and any other company that conducts any business for which the Employee is uniquely qualified to serve cause of termination, except as a member of senior management as a result of his service to the Company, which for purposes of this Agreement shall mean the following companies: C&S Wholesale Grocers, Inc., (or any subsidiary or Affiliated entity thereof) with respect to (i) the Company’s activities on the date hereof and/or (ii) any activities which the Company becomes involved otherwise approved in during the Employee’s term of employment; provided, however, that Employee’s ownership as a passive investor of less than five percent (5%) of the issued and outstanding stock of a publicly held corporation so engaged, shall not by itself be deemed to constitute such competition. Further, during such one-year period Employee shall not act to induce any of the Company’s vendors, customers or employees to take action that might be disadvantageous to the Company or otherwise disturb such party’s relationship with the Company. (c) Employee hereby acknowledges that Employee will treat as for the Company’s sole benefit, and fully and promptly disclose and assign to the Company without additional compensation, all ideas, information, discoveries, inventions and improvements which are based upon or related to any confidential information protected under Section 5(a) herein, and which are made, conceived or reduced to practice by Employee during Employee’s employment by the Company and within one year after termination thereof. The provisions of this subsection (c) shall apply whether such ideas, discoveries, inventions, improvements or knowledge are conceived, made or gained by Employee alone or with others, whether during or after usual working hours, either on or off the job, directly or indirectly related to the Company’s business interests (including potential business interests), and whether or not within the realm of Employee’s duties. (d) Employee shall, upon request of the Company, but at no expense to Employee, at any time during or after employment writing by the Company, sign all instruments and documents and cooperate the Master Dealer will not, either directly or indirectly, for itself or through, on behalf of, or in such other acts reasonably required to protect rights to the ideasconjunction with any Person, discoveries, inventions, improvements and knowledge referred to above, including applying for, obtaining and enforcing patents and copyrights thereon either as a reseller or in any and all countries. (e) The Employee recognizes that other capacity, own, maintain, operate, engage in, be concerned with, lend money to, guarantee the possible restrictions debts of or permit its name to be used or employed in connection with carrying on the Employee’s activities which may occur or be engaged in or in any other manner whatsoever have any interest in or advise, whether as a result of the Employee’s performance of the Employee’s obligations under Sections 5(a) and (b) of this Agreement are required for the reasonable protection of the Company and its investmentsemployee, and the Employee expressly acknowledges that such restrictions are fair and reasonable for that purpose. The Employee acknowledges that money damages would not be an adequate owner, investor, partner, shareholder, director, officer or sufficient remedy for otherwise, any breach of Sections 5(a) and (b), and that business engaged in the event provision of a breach or threatened breach of Sections 5(a) and (b), the Company, in addition to other rights and remedies existing in its favor, shall services that could be entitled, as a matter of right, to injunctive relief, including specific performance, from a court of competent jurisdiction in order to enforce, or prevent any violations of, the provisions of Sections 5(a) and (b). The terms of this Section 5(e) shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, including but not limited to the recovery of damages from the Employee. If any of the provisions of this Agreement are held considered to be in any respect an unreasonable restriction upon Employee then they shall be deemed to extend only over competition with the maximum period Company's business within a radius of timetwenty five (25) kilometres from: the Master Dealer's own business premises, geographic area, and/or range or the business premises of activities as to which they may be enforceablea Dealer. The Employee expressly Master Dealer agrees that all payments and benefits due the Employee under this Agreement shall be subject to the Employee’s compliance with the provisions set forth restrictions contained in this Section 5. (f) Except with respect 7 are reasonable and valid and all defences to any shorter term as expressly the strict enforcement thereof by the Company are hereby waived. The Company acknowledges that the Master Dealer may market other products, provided herein, this Section 5 shall survive the expiration or earlier termination of Employee’s relationship that those products are not in competition with the Company for a period of ten (10) yearsProducts and Services sold by Dealerships.

Restrictive Covenants. Employee covenants with 12.1 In this Clause and in Clauses 13 and 15 the Company as follows (as used in this Section 5, "Company" shall include following expressions have the Company and its subsidiaries and Affiliates): (a) Employee shall not disclose or reveal to any unauthorized person or knowingly use for Employee’s own benefit, any trade secret or other confidential information relating to following meanings:- Expression Meaning “the Company, or to ’s Business” all and any of the businesses operated by it, including, without limitation, any customer lists, customer needs, price and performance information, processes, specifications, hardware, software, devices, supply sources and characteristics, business opportunities, potential business interests, marketing, promotional pricing and financing techniques, or other information relating to the business of the Company, and Employee confirms that such information constitutes the exclusive property of the Company. Such restrictions shall not apply to information which is generally (i) available in the industry or (ii) disclosed through no fault of Employee or (iii) required to be disclosed pursuant to applicable law or regulation or the order of a governmental or regulatory body (provided that the Company is given reasonable notice of any such required disclosure). Employee agrees that Employee will return to the Company upon request, but in any event upon termination of employment, any physical embodiment of any confidential information and/or any summaries containing any confidential information, in whole in part, in any media. For the avoidance of doubt, nothing in this Agreement is intended to impair the Employee’s rights to make disclosures under any applicable Federal whistleblower law. (b) During the term of employment, and for a period of one year following termination of such employment for any reason or payment of any compensation, whichever occurs last, Employee shall not engage, directly or indirectly (which includes, without limitation, owning, managing, operating, controlling, being employed by, giving financial assistance to, participating in or being connected in any material way with any person or entity), anywhere in the United States in any commercial activities with KeHe Distributors, LLC (or any subsidiary or Affiliated entity thereof), any other company which is a direct competitor of the Company and any other company that conducts any business for Subsidiary:- (a) with which the Employee is uniquely qualified to serve as a member of senior management as a result of his service to the Company, which for purposes of this Agreement Executive shall mean the following companies: C&S Wholesale Grocers, Inc., (have been concerned or any subsidiary or Affiliated entity thereof) with respect to (i) the Company’s activities on the date hereof and/or (ii) any activities which the Company becomes involved in during the Employee’s term of employment; provided, however, that Employee’s ownership as a passive investor of less than five percent (5%) of the issued and outstanding stock of a publicly held corporation so engaged, shall not by itself be deemed to constitute such competition. Further, during such one-year period Employee shall not act to induce any of the Company’s vendors, customers or employees to take action that might be disadvantageous to the Company or otherwise disturb such party’s relationship with the Company. (c) Employee hereby acknowledges that Employee will treat as for the Company’s sole benefit, and fully and promptly disclose and assign to the Company without additional compensation, all ideas, information, discoveries, inventions and improvements which are based upon or related to any confidential information protected under Section 5(a) herein, and which are made, conceived or reduced to practice by Employee material extent at any time during Employee’s his employment by the Company and within one year after termination thereof. The provisions of this subsection which the Company or any Subsidiary, as the case may be, shall carry on with a view to profit; or (cb) shall apply whether such ideaswhich the Company or any Subsidiary shall, discoveriesat the Termination Date, inventionshave determined to carry on with a view to profit in the immediate or foreseeable future and in relation to which the Executive shall, improvements or knowledge are conceivedat the Termination Date, made or gained by Employee alone or with otherspossess any Confidential Information; “Confidential Information” all and any Corporate Information, whether during or after usual working hoursMarketing Information, either on or off the job, directly or indirectly related to the Company’s business interests Technical Information and other information (including potential business interests), and whether or not within recorded in documentary form or on computer disk or tape) to which the realm Company and any Subsidiary attaches an equivalent level of Employee’s duties.confidentiality to any third party:- (da) Employee shallwhich the Executive shall acquire at any time during his employment by the Company but which does not form part of the Executive’s own stock in trade; and (b) which is not readily ascertainable to persons not connected with the Company or any Subsidiary either at all or without a significant expenditure of labour, upon request skill or money; “Corporate Information” all and any information (whether or not recorded in documentary form or on computer disk or tape) relating to the business methods, business plans, management systems, finances or maturing new business opportunities of the Company, but at no expense to Employee, at any time during Subsidiary or after employment by the Company, sign all instruments and documents and cooperate in such other acts reasonably required to protect rights Syndicates; “directly or indirectly” without prejudice to the ideasgenerality of the expression, discoveries, inventions, improvements and knowledge referred to above, including applying for, obtaining and enforcing patents and copyrights thereon in any and all countries.means by virtue of:- (ea) The Employee recognizes that the possible restrictions on the Employee’s activities which may occur holding of any position as a result of the Employee’s performance of the Employee’s obligations under Sections 5(a) and director, officer, employee, consultant, partner, principal or agent; (b) the direct or indirect control or ownership (whether jointly or alone) of this Agreement are required any shares (or any voting rights attached to them) or debentures save for the reasonable protection ownership for investment purposes only of not more than 4% of the Company and its investments, and the Employee expressly acknowledges that such restrictions issued ordinary shares of any company whose shares are fair and reasonable for that purpose. The Employee acknowledges that money damages would not be an adequate or sufficient remedy for listed on any breach of Sections 5(a) and recognised Investment Exchange (b), and that as defined in the event of a breach or threatened breach of Sections 5(a) and (b), the Company, in addition to other rights and remedies existing in its favor, shall be entitled, as a matter of right, to injunctive relief, including specific performance, from a court of competent jurisdiction in order to enforce, or prevent any violations of, the provisions of Sections 5(a) and (b). The terms of this Section 5(e) shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, including but not limited to the recovery of damages from the Employee. If any 207 of the provisions of this Agreement are held to be in any respect an unreasonable restriction upon Employee then they shall be deemed to extend only over the maximum period of time, geographic area, and/or range of activities as to which they may be enforceable. The Employee expressly agrees that all payments and benefits due the Employee under this Agreement shall be subject to the Employee’s compliance with the provisions set forth in this Section 5.Financial Services Act 1986); or (fc) Except with respect to the direct or indirect provision of any shorter term as expressly provided herein, this Section 5 shall survive the expiration or earlier termination of Employee’s relationship with the Company for a period of ten (10) years.financial assistance;

Restrictive Covenants. Employee covenants with the Company as follows (as used in this Section 5, "Company" shall include the Company and its subsidiaries and Affiliates): (a) Employee shall not disclose or reveal to any unauthorized person or knowingly use for Employee’s own benefit, any trade secret or other confidential information relating to From the Company, or to any date hereof and until the second anniversary of the businesses operated by itClosing Date, includingSeller shall not, and shall cause its Subsidiaries not to, without limitationthe prior written consent of Buyer, directly or indirectly, solicit for employment or hire (or cause to be solicited or hired) any customer lists, customer needs, price Key Employee; provided that Seller and performance information, processes, specifications, hardware, software, devices, supply sources and characteristics, business opportunities, potential business interests, marketing, promotional pricing and financing techniques, or other information relating to the business of the Company, and Employee confirms that such information constitutes the exclusive property of the Company. Such restrictions shall not apply to information which is generally its Subsidiaries may (i) available in the industry solicit or hire for employment any Key Employee who has not been employed by a Target Company for a three-month period prior to commencement of employment discussions with such person, and (ii) disclosed engage in general solicitations of employment (including through no fault bona fide search firms and agencies) in the ordinary course of Employee or (iii) required to be disclosed pursuant to applicable law or regulation or the order of a governmental or regulatory body (provided that the business consistent with past practice not specifically directed at Company is given reasonable notice of any such required disclosure). Employee agrees that Employee will return to the Company upon request, but in any event upon termination of employment, any physical embodiment of any confidential information and/or any summaries containing any confidential information, in whole in part, in any media. For the avoidance of doubt, nothing in this Agreement is intended to impair the Employee’s rights to make disclosures under any applicable Federal whistleblower lawEmployees. (b) During the term of employmentSeller shall not, and shall cause its Subsidiaries not to, for a period of one year five years following termination of such employment for any reason or payment of any compensation, whichever occurs last, Employee shall not engage, directly or indirectly the Closing Date (which includes, without limitation, owning, managing, operating, controlling, being employed by, giving financial assistance to, participating in or being connected in any material way with any person or entitythe “Non-Competition Period”), engage (whether on its own account, or as an owner, operator, manager, investor or provider of financing) in a Competing Business anywhere in the world; provided that if Seller or its Subsidiaries wish to sell services or equipment in any jurisdiction other than the United States or Canada related to an air-to-ground network and such actions would otherwise be restricted by this Section 4.23(b), it shall notify Buyer in writing and, for a period of 30 days thereafter, negotiate with Buyer and its Subsidiaries for their right to be the sole re-seller of such air-to-ground network services in the commercial aviation market in such jurisdiction; provided, further, that if no agreement can be reached within such 30-day period, Seller and its Subsidiaries shall be permitted to proceed with such sale of services or equipment. Notwithstanding anything to the contrary in the foregoing, nothing in this Section 4.23(b) shall prevent Seller Group, during the Non-Competition Period, from: (i) collectively owning up to five percent of the publicly traded debt or equity securities of any Person that engages in any activities with KeHe DistributorsCompeting Business, LLC or (ii) performing obligations required under this Agreement or any subsidiary Ancillary Agreement; provided that if Buyer forfeits its right to exclusivity under the ATG Network Sharing Agreement, the restrictions set forth in this Section 4.23(b) shall no longer apply to Seller or Affiliated entity thereof), any other company which is a direct competitor of the Company and any other company that conducts any business for which the Employee is uniquely qualified to serve as a member of senior management as a result of his service its Subsidiaries with respect to the Company, which for sale of services or equipment related to Seller’s air-to-ground cellular network. For purposes of this Agreement shall mean Section 4.23(b), “Competing Business” means any business that competes with the following companies: C&S Wholesale Grocers, Inc., (or any subsidiary or Affiliated entity thereof) with respect to (i) Business as the Company’s activities on Business was conducted in the date hereof and/or (ii) any activities which 12-month period immediately preceding the Company becomes involved in during the Employee’s term of employmentClosing Date; provided, however, that Employee’s ownership the Retained Business as a passive investor of less than five percent (5%) of the issued and outstanding stock of a publicly held corporation so engaged, shall not by itself be deemed to constitute such competition. Further, during such one-year period Employee shall not act to induce any of the Company’s vendors, customers or employees to take action that might be disadvantageous to the Company or otherwise disturb such party’s relationship with the Company. (c) Employee hereby acknowledges that Employee will treat as for the Company’s sole benefit, and fully and promptly disclose and assign to the Company without additional compensation, all ideas, information, discoveries, inventions and improvements which are based upon or related to any confidential information protected under Section 5(a) herein, and which are made, conceived or reduced to practice by Employee during Employee’s employment by the Company and within one year after termination thereof. The provisions of this subsection (c) shall apply whether such ideas, discoveries, inventions, improvements or knowledge are conceived, made or gained by Employee alone or with others, whether during or after usual working hours, either on or off the job, directly or indirectly related to the Company’s business interests (including potential business interests), and whether or not within the realm of Employee’s duties. (d) Employee shall, upon request of the Company, but at no expense to Employee, at any time during or after employment by the Company, sign all instruments and documents and cooperate in such other acts reasonably required to protect rights to the ideas, discoveries, inventions, improvements and knowledge referred to above, including applying for, obtaining and enforcing patents and copyrights thereon in any and all countries. (e) The Employee recognizes that the possible restrictions conducted on the Employee’s activities which may occur as a result of the Employee’s performance of the Employee’s obligations under Sections 5(a) and (b) of this Agreement are required for the reasonable protection of the Company and its investments, and the Employee expressly acknowledges that such restrictions are fair and reasonable for that purpose. The Employee acknowledges that money damages would not be an adequate or sufficient remedy for any breach of Sections 5(a) and (b), and that in the event of a breach or threatened breach of Sections 5(a) and (b), the Company, in addition to other rights and remedies existing in its favor, shall be entitled, as a matter of right, to injunctive relief, including specific performance, from a court of competent jurisdiction in order to enforce, or prevent any violations of, the provisions of Sections 5(a) and (b). The terms of this Section 5(e) shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, including but not limited to the recovery of damages from the Employee. If any of the provisions of this Agreement are held to be in any respect an unreasonable restriction upon Employee then they date hereof shall be deemed to extend only over the maximum period of time, geographic area, and/or range of activities as to which they may not be enforceable. The Employee expressly agrees that all payments and benefits due the Employee under this Agreement shall be subject to the Employee’s compliance with the provisions set forth in this Section 5a Competing Business. (f) Except with respect to any shorter term as expressly provided herein, this Section 5 shall survive the expiration or earlier termination of Employee’s relationship with the Company for a period of ten (10) years.

Restrictive Covenants. Employee covenants with 14.1.1 During a period of 36 months from the Company as follows (as used in this Section 5Closing Date, "Company" neither the Sellers nor the Ultimate Owners shall include the Company and its subsidiaries and Affiliates): (a) Employee shall not disclose be directly or reveal to any unauthorized person indirectly engaged in, whether through ownership interests, economic interests or knowingly use for Employee’s own benefitother interests, employment, board membership, consultancy, partnership, co-operation, business relationship or otherwise, any trade secret business which, directly or other confidential information relating to the Companyindirectly, or to any of the businesses operated by it, including, without limitation, any customer lists, customer needs, price and performance information, processes, specifications, hardware, software, devices, supply sources and characteristics, business opportunities, potential business interests, marketing, promotional pricing and financing techniques, or other information relating to competes with the business of the Company, and Employee confirms that Group as such information constitutes the exclusive property of the Company. Such restrictions shall not apply to information which is generally (i) available in the industry or (ii) disclosed through no fault of Employee or (iii) required to be disclosed pursuant to applicable law or regulation or the order of a governmental or regulatory body (provided that the Company is given reasonable notice of any such required disclosure). Employee agrees that Employee will return business was conducted immediately prior to the Company upon request, but in any event upon termination of employment, any physical embodiment of any confidential information and/or any summaries containing any confidential information, in whole in part, in any mediaClosing Date. For the avoidance of doubt, nothing the Parties agree that the Ultimate Owners’ and the Sellers’ engagement, including ownership interests, relating to MedPort ApS and Appendo ApS (as such activities is conducted at Signing) shall not be comprised by the restrictive covenant in this Agreement is intended to impair the Employee’s rights to make disclosures under any applicable Federal whistleblower lawclause 14.1.1. (b) During 14.1.2 The Buyer agrees that the term restrictive covenant in clause 14.1.1 does not apply to the acquisition by a Seller or any of employmentthe Sellers' Related Parties of shares or other passive ownership rights in any listed company which competes with the Group, provided that the Sellers and for the Sellers' Related Parties do not acquire in aggregate more than 5 % ownership of such listed company. 14.1.3 For a period of one year following termination of such employment for any reason or payment of any compensationsix months from Closing, whichever occurs last, Employee shall the Sellers will not engage, (and will ensure that the Sellers' Related Parties will not) directly or indirectly (which includes, without limitation, owning, managing, operating, controlling, being employed by, giving financial assistance to, participating in or being connected in any material way with employ any person or entity), anywhere in the United States in any activities with KeHe Distributors, LLC (or any subsidiary or Affiliated entity thereof), any other company which who is a direct competitor an employee of the Company and or encourage any other company that conducts any business for which the Employee is uniquely qualified to serve as a member of senior management as a result of his service to the Company, which for purposes of this Agreement shall mean the following companies: C&S Wholesale Grocers, Inc., (or any subsidiary or Affiliated entity thereof) with respect to (i) the Company’s activities on the date hereof and/or (ii) any activities which the Company becomes involved in during the Employee’s term of employment; provided, however, that Employee’s ownership as a passive investor of less than five percent (5%) of the issued and outstanding stock of a publicly held corporation so engaged, shall not by itself be deemed to constitute such competition. Further, during such one-year period Employee shall not act to induce any of the Company’s vendors, customers or employees to take action that might be disadvantageous to the Company or otherwise disturb such party’s relationship cease their employment with the Company. (c) Employee hereby acknowledges that Employee will treat as for the Company’s sole benefit, and fully and promptly disclose and assign 14.1.4 The restrictions set out in clause 14.1.3 do not apply to any employee of the Company without additional compensation, all ideas, information, discoveries, inventions and improvements which are based upon or related to any confidential information protected under Section 5(a) herein, and which are made, conceived or reduced to practice by Employee during Employee’s whose employment by the Company and within one year after termination thereof. The provisions of this subsection (c) shall apply whether such ideas, discoveries, inventions, improvements or knowledge are conceived, made or gained by Employee alone or with others, whether during or after usual working hours, either on or off the job, directly or indirectly related to the Company’s business interests (including potential business interests), and whether or not within the realm of Employee’s duties. (d) Employee shall, upon request of the Company, but at no expense to Employee, at any time during or after employment has been terminated by the Company, sign all instruments and documents and cooperate in such other acts reasonably required to protect rights to the ideas, discoveries, inventions, improvements and knowledge referred to above, including applying for, obtaining and enforcing patents and copyrights thereon in any and all countries. (e) The Employee recognizes that the possible restrictions on the Employee’s activities which may occur as a result 14.1.5 Any Breach of the Employee’s performance restrictions set out in clause 14.1.1, which – if capable of remedy - has not been remedied by the Employee’s obligations under Sections 5(a) and (b) of this Agreement are required for Party in question within 15 Business Days from having received written notice from the reasonable protection of the Company and its investmentsBuyer alleging that a Breach has occurred, and the Employee expressly acknowledges that such restrictions are fair and reasonable for that purpose. The Employee acknowledges that money damages would not be an adequate or sufficient remedy for any breach of Sections 5(a) and (b), and that in the event of a breach or threatened breach of Sections 5(a) and (b), the Companyshall, in addition to any other rights and remedies existing relief that may be available to the Buyer under Danish law, be subject to liquidated damages of USD 100,000 per Breach to be paid by the Party in its favorBreach to the Buyer, shall be entitled, as a matter of right, provided that to injunctive relief, including specific performance, from a court of competent jurisdiction in order to enforce, or prevent any violations ofthe extent the Breach is continuing, the provisions of Sections 5(a) and (b). The terms of this Section 5(e) shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, including but not limited to the recovery of damages from the Employee. If any of the provisions of this Agreement are held to be in any respect an unreasonable restriction upon Employee then they Breach shall be deemed to extend be repeated for each month it continues. 14.1.6 In the event of breach of the restrictive covenants set out in clause 14.1, the breaching Ultimate Owner shall be obligated only over the maximum period to pay liquidated damages (i) under clause 14.1 of time, geographic area, and/or range of activities as to which they may be enforceable. The Employee expressly agrees that all payments and benefits due the Employee under this Agreement shall be subject to the Employee’s compliance with the provisions set forth in this Section 5. (f) Except with respect to any shorter term as expressly provided herein, this Section 5 shall survive the expiration or earlier termination of Employee’s relationship with the Company for a period of ten (10) years.21/26

Restrictive Covenants. Employee covenants with the Company In order to induce Employer to enter into this ---------------------- Agreement, Executive hereby agrees as follows (as used in this Section 5, "Company" shall include the Company and its subsidiaries and Affiliates): (a) Employee shall not disclose or reveal to any unauthorized person or knowingly use for Employee’s own benefit, any trade secret or other confidential information relating to the Company, or to any of the businesses operated by it, including, without limitation, any customer lists, customer needs, price and performance information, processes, specifications, hardware, software, devices, supply sources and characteristics, business opportunities, potential business interests, marketing, promotional pricing and financing techniques, or other information relating to the business of the Company, and Employee confirms that such information constitutes the exclusive property of the Company. Such restrictions shall not apply to information which is generally (i) available in the industry or (ii) disclosed through no fault of Employee or (iii) required to be disclosed pursuant to applicable law or regulation or the order of a governmental or regulatory body (provided that the Company is given reasonable notice of any such required disclosure). Employee agrees that Employee will return to the Company upon request, but in any event upon termination of employment, any physical embodiment of any confidential information and/or any summaries containing any confidential information, in whole in part, in any media. For the avoidance of doubt, nothing in this Agreement is intended to impair the Employee’s rights to make disclosures under any applicable Federal whistleblower law.follows: (b) During the term of employment, and for For a period of one year following twenty-four (24) months after the effective date of termination of such Executive's employment hereunder for any reason or payment reasons other than those set forth in Section 5(b) of any compensationthis Agreement, whichever occurs last, Employee Executive shall not engagenot, directly or indirectly (which includesindirectly, without limitation, owning, managing, operating, controlling, being employed by, giving financial assistance provide banking or bank-related services to, participating or solicit the banking or bank-related business of, any customer of Employer at the time of such provision of services or solicitation which Employee served either alone or with others while employed by Employer within St. Joseph, Elkhart, Marshall or LaPxxxx Xounties in the State of Indiana, or being connected assist any actual or potential competitor of Employer to provide banking or bank-related services to, or solicit the banking or bank-related business of, any such customer in any material way with such area, and Executive shall not, directly or indirectly, as principal, agent, or trustee, or through the agency of any person corporation, partnership, trade association, agent or entity)agency, anywhere in the United States engage in any activities banking or bank-related business or venture which competes with KeHe Distributors, LLC (or any subsidiary or Affiliated entity thereof), any other company which is a direct competitor the business of the Company and any other company that conducts any business for which the Employee is uniquely qualified to serve Employer as a member of senior management as a result of his service to the Company, which for purposes of this Agreement shall mean the following companies: C&S Wholesale Grocers, Inc., (or any subsidiary or Affiliated entity thereof) with respect to (i) the Company’s activities on the date hereof and/or (ii) any activities which the Company becomes involved in conducted during the Employee’s term of employmentExecutive's employment by Employer within such area; provided, however, that Employee’s ownership as a passive investor of less Executive may own not more than five percent (5%) of the issued and outstanding stock voting securities of any entity providing banking or bank-related services within such area if the voting securities of such entity are traded on a publicly held corporation so engagednational securities exchange or quoted on a national interdealer quotation system; and, provided further, that notwithstanding the foregoing, nothing contained in this Section 12(b) shall not by itself be deemed construed to constitute such competition. Furtherprevent, during such one-year period Employee shall not act limit or impair Executive's ability to induce any practice law, including the representation of the Company’s vendors, customers or employees competitors of Employer, as long as such representation does not violate the Rules of Professional Conduct or other professional ethical rules applicable to take action that might be disadvantageous to Executive and the Company provisions of Section 12(a) regarding the use of any trade secrets or otherwise disturb such party’s relationship with the Companyconfidential information. (c) Employee hereby Executive acknowledges that Employee will treat as for the Company’s sole benefit, and fully and promptly disclose and assign to the Company without additional compensation, all ideas, information, discoveries, inventions and improvements which are based upon or related to any confidential information protected under Section 5(a) herein, and which are made, conceived or reduced to practice by Employee during Employee’s employment by the Company and within one year after termination thereof. The provisions violation of this subsection (c) shall apply whether Section 12 would cause irreparable harm to Employer, that damages for such ideasharm would be incapable of precise measurement and that, discoveriesaccordingly, inventions, improvements or knowledge are conceived, made or gained by Employee alone or with others, whether during or after usual working hours, either on or off the job, directly or indirectly related to the Company’s business interests (including potential business interests), and whether or not within the realm of Employee’s duties. (d) Employee shall, upon request of the Company, but at no expense to Employee, at any time during or after employment by the Company, sign all instruments and documents and cooperate in such other acts reasonably required to protect rights to the ideas, discoveries, inventions, improvements and knowledge referred to above, including applying for, obtaining and enforcing patents and copyrights thereon in any and all countries. (e) The Employee recognizes that the possible restrictions on the Employee’s activities which may occur as a result of the Employee’s performance of the Employee’s obligations under Sections 5(a) and (b) of this Agreement are required for the reasonable protection of the Company and its investments, and the Employee expressly acknowledges that such restrictions are fair and reasonable for that purpose. The Employee acknowledges that money damages Employer would not be have an adequate or sufficient remedy for any breach of Sections 5(a) and (b)at law to redress the harm caused by such violation. Therefore, and that in the event of a breach or threatened breach of Sections 5(a) and (b), the CompanyExecutive agrees that, in addition to any other rights and remedies existing in its favorremedy, Employer shall be entitledentitled to immediate (i.e., as a matter of right, without prior notice) preliminary and final injunctive relief to injunctive relief, including specific performance, from a court of competent jurisdiction in order to enforce, or prevent enjoin and restrain any violations of, the provisions of Sections 5(a) and (b). The terms violation of this Section 5(e) shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, including but not limited to the recovery of damages from the Employee12. If any of Executive's employment is terminated during the provisions Term of this Agreement are held to be in any respect an unreasonable restriction upon Employee then they shall be deemed to extend only over the maximum period of time, geographic area, and/or range of activities as to which they may be enforceable. The Employee expressly agrees that all payments and benefits due the Employee under this Agreement shall be subject to the Employee’s compliance with the provisions for reasons set forth in Section 5(b) of this Section 5. (f) Except Agreement, Executive shall have no obligations to Employer with respect to any shorter term as expressly provided herein, this noncompetition under Section 5 shall survive the expiration or earlier termination of Employee’s relationship with the Company for a period of ten (10) years12(b).

Restrictive Covenants. Employee 8.1 The Seller covenants with the Company Purchaser that it shall not (and it shall procure that each other member of the Seller Group shall not) for a period of 2 years after Completion carry on or be engaged in or be concerned or interested in any business whose principal business is the manufacture, sale or distribution of standalone dry, individual, quick frozen or 'ready to heat' regular, parboiled, basmati, jasmine or wild rice in any territory which the Target Group Entities currently sell standalone dry, individual quick frozen or 'ready to heat' regular, parboiled, basmati, jasmine or wild rice, save if, and only to the extent that, the Seller Group carries on or is engaged in or is concerned or interested in or has relevant product lines in any such business (excluding the Target Group Entities) as follows at the Completion Date, including any natural and/or planned and documented progression thereof. 8.2 The Seller covenants with the Purchaser that it shall not (as used and it shall procure that each other member of the Seller Group shall not) for a period of 2 years after Completion approach, canvass, solicit, engage or employ any person who at any time during the period of six months ending on the Completion Date was: (a) a director of any Target Group Entity; or (b) a Senior Employee. 8.3 Nothing in this Section 5clause 8.2 shall prohibit any member of the Seller Group from employing any person who responds to a recruitment advertisement or whose employment with the Purchaser Group has been terminated, "Company" provided that such response or termination was not solicited or induced directly or indirectly by that member of the Seller Group. 8.4 The Seller covenants with the Purchaser that it shall include not (and it shall procure that each other member of the Company and its subsidiaries and AffiliatesSeller Group shall not): (a) Employee shall not disclose for a period of 2 years after Completion: (i) entice or reveal endeavour to entice any unauthorized person contractor or knowingly use supplier to breach its contract for Employee’s own benefit, services with any trade secret Target Group Entity; or (ii) do or other confidential information relating to say anything with the Company, deliberate intention of leading any customer or supplier of the Business representing more than 5% of sales or supplies (as the case may be) to any of the businesses operated by it, including, without limitation, any customer lists, customer needs, price and performance information, processes, specifications, hardware, software, devices, supply sources and characteristics, Target Group Entities during the 12 month period immediately prior to Completion to withdraw from or cease to do business opportunities, potential business interests, marketing, promotional pricing and financing techniqueswith, or other information relating to materially reduce the amount of business of the Companyit transacts with, and Employee confirms that such information constitutes the exclusive property of the Company. Such restrictions shall not apply to information which is generally (i) available in the industry or (ii) disclosed through no fault of Employee or (iii) required to be disclosed pursuant to applicable law or regulation or the order of a governmental or regulatory body (provided that the Company is given reasonable notice of any such required disclosure). Employee agrees that Employee will return to the Company upon request, but adversely change in any event upon termination of employment, material respect the terms on which it does business with any physical embodiment of any confidential information and/or any summaries containing any confidential information, in whole in part, in any media. For the avoidance of doubt, nothing in this Agreement is intended to impair the Employee’s rights to make disclosures under any applicable Federal whistleblower law.Target Group Entity; and (b) During the term of employment, and for a period of one year following termination of such employment for any reason 10 years after Completion do or payment say anything which is intended to damage the goodwill or reputation of any compensation, whichever occurs last, Employee shall not engage, directly or indirectly (which includes, without limitation, owning, managing, operating, controlling, being employed by, giving financial assistance to, participating in or being connected in any material way with any person or entity), anywhere in the United States in any activities with KeHe Distributors, LLC (or any subsidiary or Affiliated entity thereof), any other company which is a direct competitor of the Company and any other company that conducts any business for which the Employee is uniquely qualified to serve as a member of senior management as a result of his service to the Company, which for purposes of this Agreement shall mean the following companies: C&S Wholesale Grocers, Inc., (or any subsidiary or Affiliated entity thereof) with respect to (i) the Company’s activities on the date hereof and/or (ii) any activities which the Company becomes involved in during the Employee’s term of employment; provided, however, that Employee’s ownership as a passive investor of less than five percent (5%) of the issued and outstanding stock of a publicly held corporation so engaged, shall not by itself be deemed to constitute such competition. Further, during such one-year period Employee shall not act to induce any of the Company’s vendors, customers or employees to take action that might be disadvantageous to the Company or otherwise disturb such party’s relationship with the CompanyTarget Group Entity. (c) Employee hereby acknowledges 8.5 The Seller agrees that Employee will treat as the restrictions contained in this clause 8 are no greater than is reasonable and necessary for the Company’s sole benefit, and fully and promptly disclose and assign to the Company without additional compensation, all ideas, information, discoveries, inventions and improvements which are based upon or related to any confidential information protected under Section 5(a) herein, and which are made, conceived or reduced to practice by Employee during Employee’s employment by the Company and within one year after termination thereof. The provisions of this subsection (c) shall apply whether such ideas, discoveries, inventions, improvements or knowledge are conceived, made or gained by Employee alone or with others, whether during or after usual working hours, either on or off the job, directly or indirectly related to the Company’s business interests (including potential business interests), and whether or not within the realm of Employee’s duties. (d) Employee shall, upon request of the Company, but at no expense to Employee, at any time during or after employment by the Company, sign all instruments and documents and cooperate in such other acts reasonably required to protect rights to the ideas, discoveries, inventions, improvements and knowledge referred to above, including applying for, obtaining and enforcing patents and copyrights thereon in any and all countries. (e) The Employee recognizes that the possible restrictions on the Employee’s activities which may occur as a result of the Employee’s performance of the Employee’s obligations under Sections 5(a) and (b) of this Agreement are required for the reasonable protection of the Company and its investments, and interest of the Employee expressly acknowledges that Purchaser but if any such restrictions are fair and reasonable for that purpose. The Employee acknowledges that money damages would not be an adequate or sufficient remedy for any breach of Sections 5(a) and (b), and that in the event of a breach or threatened breach of Sections 5(a) and (b), the Company, in addition to other rights and remedies existing in its favor, shall be entitled, as a matter of right, to injunctive relief, including specific performance, from a court of competent jurisdiction in order to enforce, or prevent any violations of, the provisions of Sections 5(a) and (b). The terms of this Section 5(e) shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, including but not limited to the recovery of damages from the Employee. If any of the provisions of this Agreement are held to be void but would be valid if deleted in any respect an unreasonable restriction upon Employee then they part or reduced in application, such undertaking shall be deemed to extend only over the maximum period of time, geographic area, and/or range of activities apply with such deletion or modification as to which they may be necessary to make it valid and enforceable. The Employee expressly agrees that all payments and benefits due the Employee under this Agreement shall be subject to the Employee’s compliance with the provisions set forth in this Section 5. (f) Except with respect to any shorter term as expressly provided herein, this Section 5 shall survive the expiration or earlier termination of Employee’s relationship with the Company for a period of ten (10) years.

Restrictive Covenants. Employee In consideration of the mutual covenants with provided for herein and for other good and valuable consideration the Company sufficiency of which is hereby acknowledged, Xxxxxx hereby agrees as follows (as used in this Section 5, "Company" shall include the Company and its subsidiaries and Affiliates):follows: (a) Employee Seller on its own behalf and on behalf of each of its subsidiaries (other than the Company) (each, a “Restricted Person”), hereby agrees that for the five (5)-year period from and after the Closing (the “Restricted Period”), such Restricted Person shall not, without the prior written consent of Purchaser, directly or indirectly, or as agent or employee of, or on behalf of, or in conjunction with any Person, or as an employee or as a partner of any partnership, or as a shareholder, officer or director of any corporation or as a member of any limited liability company, or in any other manner or capacity, own, manage, engage in, operate, control, work for, assist, consult with, render services for, do business with, maintain any interest in (proprietary, financial or otherwise) or participate in the ownership, management, operation or control of, any business, whether in corporate, proprietorship or partnership form or otherwise, that engages in the sale of heavy wall seamless steel pipe and tubing (the “Restricted Business”) anywhere in the world. Notwithstanding the foregoing, the following activities shall not disclose or reveal to any unauthorized person or knowingly use for Employee’s own benefitconstitute a breach of this Section 6.9(a): ownership by a Restricted Person, any trade secret as a passive investment, in the aggregate of less than two percent (2%) of the outstanding shares or other confidential information relating to Equity Interests of capital stock of any corporation or other entity listed on a national securities exchange or publicly traded on any nationally recognized over-the-counter market. In addition, Purchaser acknowledges and agrees that Seller and its subsidiaries are and will remain actively engaged in the Company, or to any Unrestricted Businesses and Purchaser acknowledges and agrees that the conduct of the businesses operated by it, including, without limitation, any customer lists, customer needs, price and performance information, processes, specifications, hardware, software, devices, supply sources and characteristics, business opportunities, potential business interests, marketing, promotional pricing and financing techniques, or other information relating to the business of the Company, and Employee confirms that such information constitutes the exclusive property of the Company. Such restrictions Unrestricted Businesses shall not apply to information which is generally (i) available in the industry or (ii) disclosed through no fault constitute a breach of Employee or (iii) required to be disclosed pursuant to applicable law or regulation or the order of a governmental or regulatory body (provided that the Company is given reasonable notice of any such required disclosurethis Section 6.9(a). Employee agrees that Employee will return to the Company upon request, but in any event upon termination of employment, any physical embodiment of any confidential information and/or any summaries containing any confidential information, in whole in part, in any media. For the avoidance of doubt, nothing in this Agreement is intended to impair the Employee’s rights to make disclosures under any applicable Federal whistleblower law. (b) During the term of employmentRestricted Period, and for a period of one year following termination each Restricted Person shall not on behalf of such employment for Restricted Person, entice, encourage, cause or invite any reason vendor, customer or payment client to (i) discontinue doing business relating to the Restricted Business with Company, Purchaser or any of their respective Affiliates, (ii) interfere with the relationships relating to the Restricted Business between Company, Purchaser or their respective Affiliates and any compensationvendor, whichever occurs lastcustomer or client, Employee or (iii) purchase any products relating to the Restricted Business other than from Company, Purchaser or any of their respective Affiliates. During the Restricted Period, Restrictive Persons shall not engage, directly or indirectly (which includes, without limitation, owning, managing, operating, controlling, being employed by, giving financial assistance to, participating in or being connected in any material way refer all customer inquiries with any person or entity), anywhere respect to the Restricted Business to the Company. Purchaser acknowledges and agrees that Seller and its subsidiaries are and will remain actively engaged in the United States Unrestricted Businesses and in any activities such capacity does business with KeHe Distributorsvendors, LLC (or any subsidiary or Affiliated entity thereof), any other company which is a direct competitor customers and clients of the Company and any other company Purchaser acknowledges and agrees that conducts any business for which the Employee is uniquely qualified to serve as a member of senior management as a result of his service to the Company, which for purposes of this Agreement shall mean the following companies: C&S Wholesale Grocers, Inc., (or any subsidiary or Affiliated entity thereof) with respect to (i) the Company’s activities on the date hereof and/or (ii) any activities which the Company becomes involved in during the Employee’s term of employment; provided, however, that Employee’s ownership as a passive investor of less than five percent (5%) conduct of the issued and outstanding stock of a publicly held corporation so engaged, shall not by itself be deemed to constitute Unrestricted Businesses with any such competition. Further, during such one-year period Employee shall not act to induce any of the Company’s vendors, customers or employees to take action that might be disadvantageous to the Company or otherwise disturb such party’s relationship with the Companyand clients shall not constitute a breach of this Section 6.9(b). (c) Employee hereby acknowledges that Employee will treat as for During the Company’s sole benefitRestricted Period, and fully and promptly disclose and assign no Restricted Person shall on behalf of such Restricted Person, in any manner take or cause to the Company without additional compensation, all ideas, information, discoveries, inventions and improvements be taken any action which are based upon is designed or related intended to discourage any confidential information protected under Section 5(a) herein, and which are made, conceived vendor or reduced to practice by Employee during Employee’s employment by other business relations of the Company and within one year relating to the Restricted Business from maintaining the same business relationship with the Company relating to the Restricted Business after termination thereofthe Closing as was maintained with the Company prior to the Closing. The provisions Purchaser acknowledges and agrees that Seller and its subsidiaries are and will remain actively engaged in the Unrestricted Businesses and in such capacity do business with vendors and other business relations of the Company and Purchaser acknowledges and agrees that the conduct of the Unrestricted Businesses with any such vendors or other business relations shall not constitute a breach of this subsection (c) shall apply whether such ideas, discoveries, inventions, improvements or knowledge are conceived, made or gained by Employee alone or with others, whether during or after usual working hours, either on or off the job, directly or indirectly related to the Company’s business interests (including potential business interestsSection 6.9(c), and whether or not within the realm of Employee’s duties. (d) Employee During the Restricted Period, no Restricted Person shall, upon request directly or indirectly, on behalf of any other Person, solicit to employ, hire or employ (or engage as an independent contractor) any Person who was employed by the Company as of the Company, but at no expense to Employee, Closing Date or at any time during the six (6)-month period preceding the Closing Date; provided, that the foregoing restriction shall not prohibit any solicitation of any such employee pursuant to or after employment by the Company, sign as a result of any public advertisement or posting or other form of general solicitation that is not directed at any or all instruments and documents and cooperate in of such other acts reasonably required to protect rights to the ideas, discoveries, inventions, improvements and knowledge referred to above, including applying for, obtaining and enforcing patents and copyrights thereon in any and all countriesemployees. (e) The Employee recognizes Each Restricted Person agrees that during the Restricted Period such Restricted Person shall not disparage the Company, Purchaser or any of their respective officers, directors, shareholders, members or employee in any matter likely to be harmful to such Person or his, her or its personal or business reputation with respect to the Restricted Business; provided, that the possible restrictions on foregoing shall not prohibit any Person from (i) responding accurately and fully to any question, inquiry, or request for information required by legal or administrative process, and (ii) enforcing such Person’s rights under, or defending such Person against claims under, the EmployeeTransaction Documents. (f) From and after the Closing and until the expiration of the Restricted Period, Restricted Persons shall keep secret and retain in strictest confidence, and shall not use, directly or indirectly, for the benefit of themselves or others, all non-public, confidential and proprietary information relating to the Restricted Business, including know how, trade secrets, customer lists, supplier lists, details of consultant and employment Contracts, pricing policies, operational methods, marketing plans or strategies, product development techniques or plans, business acquisition plans, technical processes, designs and design projects, specifications, processes, inventions, software, source codes, object codes, systems documentation and research projects and other business affairs of the Company with respect to the Restricted Business (collectively, “Confidential Information”) and shall not disclose such Confidential Information to any other Person (other than such Restricted Person’s activities professional advisors, agents and representatives who have a reasonable need to know and are informed of the confidential nature of the Confidential Information and are directed to comply with the confidentiality obligations of this Section 6.9(f)); provided, that this covenant shall not apply to any information (i) which may occur is or becomes generally available to the public other than as a result of disclosure in violation of this Section 6.9(f), (ii) that is required to be disclosed in any Law, in which case the Employeeapplicable Restricted Person shall provide Purchaser with reasonably prompt notice of such required disclosure (to the extent permitted to do so by applicable Law) so that Purchaser may seek to obtain a protective order or other reasonable assurance that such disclosure shall be treated confidentially (at Purchaser’s performance sole cost and expense), (iii) that is lawfully acquired by any such Restricted Period, from and after the Closing from sources which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation, or (iv) that is independently developed by such Restricted Party following the Closing without reference to or the use of any Confidential Information. Notwithstanding anything to the contrary contained herein, nothing in this Section 6.9(f) shall prohibit any Restricted Person from using Confidential Information (x) as an employee or consultant of Purchaser following the Closing, (y) as an equity owner of the EmployeePurchaser or its Affiliates following the Closing, or (z) to the extent necessary to enforce the Restricted Person’s rights under, or other Person’s obligations under Sections 5(a) under, any Transaction Document. Purchaser acknowledges and (b) of this Agreement agrees that Seller and its subsidiaries are required for and will remain actively engaged in the reasonable protection Unrestricted Businesses and in such capacity does business with customers, suppliers and vendors of the Company and its investmentsPurchaser acknowledges and agrees that the conduct of the Unrestricted Businesses including any business conducted with such customers, suppliers and vendors shall not constitute a breach of this Section 6.9(f). (g) The Parties acknowledge and agree that the Employee expressly acknowledges that such restrictions are fair amount of actual damages suffered by a non-breaching party(s) in the event of an actual or threatened breach of this Section 6.9 may be difficult or impossible to accurately calculate and reasonable for that purpose. The Employee acknowledges that money damages would there may not be an adequate remedy at Law available to the non-breaching party to fully compensate the non-breaching party(s) in the event of such an actual or sufficient threatened breach. Consequently, the Parties agree that in addition to any other remedy for any breach of Sections 5(a) and (b)or relief to which it may be entitled, and that in the event of a breach or threatened breach of Sections 5(a) and (b)this Section 6.9, the Company, in addition to other rights non-breaching party and remedies existing in its favor, successors and assigns shall be entitled, as a matter of right, entitled to specific performance and/or injunctive relief, including specific performance, or other equitable relief from a court of competent jurisdiction in order to enforce, or prevent any violations of, the provisions hereof (without posting a bond or other security), and neither the breaching party nor any of Sections 5(atheir Affiliates will oppose the granting of any such relief on the ground(s) and that the non-breaching party has an adequate remedy at Law, has not proven actual damages, and/or should be required to post a bond or other security. (b). The terms h) If any provision contained in this Section 6.9, will for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability will not affect any other provisions of this Section 5(e) shall not prevent 6.9, but this Section 6.9 will be construed as if such invalid, illegal or unenforceable provision had never been contained herein. It is the Company from pursuing any other available remedies for any breach or threatened breach hereof, including but not limited to intention of the recovery of damages from the Employee. If Parties that if any of the provisions of restrictions or covenants contained in this Agreement are Section 6.9 is held to cover a geographic area or to be of a length of time that is not permitted by applicable Law, or in any respect an unreasonable restriction upon Employee then they shall way construed to be deemed too broad or to extend only over any extent invalid, such provision will not be construed to be null, void and of no effect; instead, the Parties agree that a court of competent jurisdiction will construe, interpret, reform or judicially modify this Section 6.9 to provide for a covenant having the maximum period of time, enforceable geographic area, and/or range of activities time period and other provisions (not greater than those contained herein) as to which they may will be enforceable. The Employee valid and enforceable under such applicable Law. (i) Each Restricted Person expressly acknowledges and agrees that all payments and benefits due (i) each of the Employee under this Agreement shall be subject to the Employee’s compliance with the provisions set forth restrictions contained in this Section 56.9 is reasonable in all respects (including with respect to subject matter, time period and geographical area) and such restrictions are necessary to protect Purchaser’s interest in, and value of, Company (including the goodwill inherent therein), (ii) Restricted Persons are selling to Purchaser their interest in Company, including its goodwill, through this Agreement and (iii) Purchaser would not have entered into this Agreement or consummated the Transactions without the restrictions contained in this Section 6.9. (fj) Except with respect to any shorter term as expressly provided herein, Purchaser acknowledges and agrees that only the Company and its subsidiaries shall constitute Restricted Persons under this Section 5 6.9. In no event shall survive the expiration any shareholder or earlier termination any other Affiliate of Employee’s relationship with the Company for constitute a period Restricted Person hereunder. Purchaser specifically acknowledges that UPG Enterprises, LLC and its subsidiaries, an entity in which Seller’s President and Chief Executive Officer is the Co-Founder and Manager, engages in and will continue to engage in the Restricted Business and the Unrestricted Businesses and no activities related thereto shall constitute a violation of ten (10) yearsany provision of this Section 6.9.

Restrictive Covenants. 7.1 Employee covenants acknowledges that Employer has and will continue to provide and expose Employee to certain confidential information, trade secrets, inventions, works of authorship, business relationships and customer relationships possessed by and/or developed by or for Employer or its Affiliates at a considerable investment of time and expense, such that Employer and/or its Affiliates would be irreparably harmed if the Employee were to improperly use and/or disclose such knowledge with respect to competitors, potential competitors, customers and other parties. Further, Employee acknowledges that maintaining strong customer relationships is essential to Employer’s and Affiliates’ businesses and that such client relationships are special, unique and required considerable investment of time and funds to develop. Given Employee’s high level position with Employer and relationship with Affiliates, Employee understands that he will be identified in the mind of customers with the Company as follows (as used products and services offered by Employer and/or its Affiliates and will have established personal relationships with customers and accumulated important information about them, such that there is a substantial risk of Employee appropriating Employer’s and/or its Affiliates’ customer goodwill and/or otherwise compromising customer relations, resulting in this Section 5irreparable harm to Employer and/or its Affiliates. 7.2 Employee hereby covenants and agrees that through and including December 31, "Company" shall include the Company and its subsidiaries and Affiliates): (a) 2014, Employee shall not disclose not, directly or reveal indirectly, either as a principal, agent, employee, employer, consultant, partner, member of a limited liability company, shareholder of a closely held corporation, or shareholder in excess of two per cent (2%) of a publicly traded corporation, corporate officer or director, manager or in any other individual or representative capacity, engage, work or otherwise participate in any manner or fashion in any business activity that is in competition in any manner whatsoever with the principal business activities of Employer or its Affiliates, in or about any market in which Employer or its Affiliates: (i) operate; and/or (ii) plan to operate a hotel, gaming establishment, restaurant and/or nightclub within which Employer or its Affiliates have customer contacts or good will established or have entered into leases, contracts and/or begun construction related to said planned hotel, gaming establishment, restaurant and/or nightclub operations. 7.3 Employee hereby further covenants and agrees that, for one (1) year following Employee’s cessation of any unauthorized person continued employment with Employer, Employee shall not, directly or knowingly use indirectly, induce or attempt to induce or solicit or attempt to solicit the employment, hiring or engagement of any employee of Employer or its Affiliates, or actually employ, hire or engage any such employee for Employee’s own benefit, purposes or on behalf of any trade secret other person or other confidential information relating to business entity in competition in any manner whatsoever with the Company, or to any principal business activities of the businesses operated by it, including, without limitation, any customer lists, customer needs, price and performance information, processes, specifications, hardware, software, devices, supply sources and characteristics, business opportunities, potential business interests, marketing, promotional pricing and financing techniques, or other information relating to the business of the Company, and Employee confirms that such information constitutes the exclusive property of the Company. Such restrictions shall not apply to information which is generally Employer and/or its Affiliates: (i) available in the industry operate; and/or (ii) plan to operate a hotel, gaming establishment, restaurant and/or nightclub within which Employer or its Affiliates have customer contacts or good will established or have entered into leases, contracts and/or begun construction related to said planned hotel, gaming establishment, restaurant and/or nightclub operations. 7.4 Employee also covenants and agrees that, for one (1) year following Employee’s cessation of any continued employment with Employer, Employee shall not, directly or indirectly: (i) induce or attempt to induce or solicit or attempt to solicit any customer of Employer or Affiliate to cease doing business with Employer and/or its Affiliates or otherwise move their business elsewhere; or (ii) disclosed through no fault of Employee interfere or (iii) required attempt to be disclosed pursuant to applicable law interfere with the business relationships between any customer and Employer and/or its Affiliates, either for Employee’s own purposes or regulation or the order of a governmental or regulatory body (provided that the Company is given reasonable notice on behalf of any such required disclosure). Employee agrees that Employee will return to the Company upon request, but other person or business entity in competition in any event upon termination manner whatsoever with the principal business activities of employment, any physical embodiment of any confidential information Employer and/or any summaries containing any confidential informationits Affiliates, in whole or about any market in part, in any media. For the avoidance of doubt, nothing in this Agreement is intended to impair the Employee’s rights to make disclosures under any applicable Federal whistleblower law. (b) During the term of employment, and for a period of one year following termination of such employment for any reason or payment of any compensation, whichever occurs last, Employee shall not engage, directly or indirectly (which includes, without limitation, owning, managing, operating, controlling, being employed by, giving financial assistance to, participating in or being connected in any material way with any person or entity), anywhere in the United States in any activities with KeHe Distributors, LLC (or any subsidiary or Affiliated entity thereof), any other company which is a direct competitor of the Company and any other company that conducts any business for which the Employee is uniquely qualified to serve as a member of senior management as a result of his service to the Company, which for purposes of this Agreement shall mean the following companiesEmployer and/or its Affiliates: C&S Wholesale Grocers, Inc., (or any subsidiary or Affiliated entity thereof) with respect to (i) the Company’s activities on the date hereof operate; and/or (ii) plan to operate a hotel, gaming establishment, restaurant and/or nightclub within which Employer or its Affiliates have customer contacts or good will established or have entered into leases, contracts and/or begun construction related to said planned hotel, gaming establishment, restaurant and/or nightclub operations. Employee and Employer also agree that the fact that any activities which particular customer does not exclusively utilize the Company becomes involved in during the Employee’s term of employment; provided, however, that Employee’s ownership as a passive investor of less than five percent (5%) services or products of the issued and outstanding stock of a publicly held corporation so engagedEmployer and/or Affiliate, shall not by itself be deemed to constitute such competition. Furtheri.e., during such one-year period Employee shall not act to induce any the customer contracts with third parties for the provision of the Company’s vendors, customers same services or employees to take action that might be disadvantageous to the Company or otherwise disturb such party’s relationship with the Company. (c) Employee hereby acknowledges that Employee will treat as for the Company’s sole benefit, and fully and promptly disclose and assign to the Company without additional compensation, all ideas, information, discoveries, inventions and improvements which are based upon or related to any confidential information protected under Section 5(a) herein, and which are made, conceived or reduced to practice by Employee during Employee’s employment products offered by the Company and within one year after termination thereof. The provisions Employer and/or its Affiliates shall have no bearing on the enforcement of this subsection (c) shall apply whether such ideas, discoveries, inventions, improvements or knowledge are conceived, made or gained by Employee alone or with others, whether during or after usual working hours, either on or off the job, directly or indirectly related to the Company’s business interests (including potential business interests), and whether or not within the realm of Employee’s dutiessubsection. (d) Employee shall, upon request of the Company, but at no expense to Employee, at any time during or after employment by the Company, sign all instruments and documents and cooperate in such other acts reasonably required to protect rights to the ideas, discoveries, inventions, improvements and knowledge referred to above, including applying for, obtaining and enforcing patents and copyrights thereon in any and all countries. (e) The Employee recognizes that the possible restrictions on the Employee’s activities which may occur as a result of the Employee’s performance of the Employee’s obligations under Sections 5(a) and (b) of this Agreement are required for the reasonable protection of the Company and its investments, and the Employee expressly acknowledges that such restrictions are fair and reasonable for that purpose. The Employee acknowledges that money damages would not be an adequate or sufficient remedy for any breach of Sections 5(a) and (b), and that in the event of a breach or threatened breach of Sections 5(a) and (b), the Company, in addition to other rights and remedies existing in its favor, shall be entitled, as a matter of right, to injunctive relief, including specific performance, from a court of competent jurisdiction in order to enforce, or prevent any violations of, the provisions of Sections 5(a) and (b). The terms of this Section 5(e) shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, including but not limited to the recovery of damages from the Employee. If any of the provisions of this Agreement are held to be in any respect an unreasonable restriction upon Employee then they shall be deemed to extend only over the maximum period of time, geographic area, and/or range of activities as to which they may be enforceable. The Employee expressly agrees that all payments and benefits due the Employee under this Agreement shall be subject to the Employee’s compliance with the provisions set forth in this Section 5. (f) Except with respect to any shorter term as expressly provided herein, this Section 5 shall survive the expiration or earlier termination of Employee’s relationship with the Company for a period of ten (10) years.

Restrictive Covenants. Employee covenants with the Company as follows (as used in this Section 5, "Company" shall include the Company and its subsidiaries and Affiliates): (a) Employee shall not disclose or reveal to any unauthorized person or knowingly use The Seller agrees that, for Employee’s own benefitthe period commencing on the Closing Date and expiring on the third (3rd) anniversary of the Closing Date, any trade secret or other confidential information relating to the Company, or to neither it nor any of the businesses operated by it, including, without limitation, any customer lists, customer needs, price and performance information, processes, specifications, hardware, software, devices, supply sources and characteristics, business opportunities, potential business interests, marketing, promotional pricing and financing techniques, or other information relating to the business of the Company, and Employee confirms that such information constitutes the exclusive property of the Company. Such restrictions shall not apply to information which is generally its Subsidiaries will (i) available in the industry solicit for employment or any similar arrangement any Continuing Employee or (ii) disclosed through no fault hire or assist any other Person in hiring any Continuing Employee; provided, however, that this Section 6.6(a) shall not (x) apply to Continuing Employees whose employment with the Purchaser or any of Employee its Affiliates (including the Company) is terminated by the Purchaser or its applicable Affiliate without cause or is terminated by the employee for good reason or (iiiy) required prohibit general solicitations by the Seller for employment through advertisements or other means or engaging search firms for such purposes that are not specifically targeted or directed at Continuing Employees, so long as (A) with respect to be disclosed pursuant Continuing Employees in the categories set forth in Schedule 6.6, during the three (3) year period after the Closing Date and (B) with respect to applicable law all other Continuing Employees, during the one (1) year period after the Closing Date, the Seller and its Affiliates shall not hire or regulation retain such Continuing Employees who respond to such general advertisement or solicitations for employment or from such search firm. (b) The Seller agrees that, for the order period commencing on the Closing Date and expiring on the fourth (4th) anniversary of a governmental the Closing Date, neither it nor any of its Subsidiaries will engage, directly or regulatory body (provided that the Company is given reasonable notice of any such required disclosure). Employee agrees that Employee will return to the Company upon request, but in any event upon termination of employment, any physical embodiment of any confidential information and/or any summaries containing any confidential information, in whole in partindirectly, in any mediaRestricted Activity. For the purposes of this Agreement, a Person shall be deemed to engage in a “Restricted Activity” if such Person owns, operates, manages, controls, engages in, participates in, invests in, permits such Person’s name to be used by, or acts as a consultant, advisor or licensor to a business that engages in the Ongoing Business. For the avoidance of doubt, none of (1) Real Money Gaming, (2) any activity of the Seller and its Subsidiaries for which the customer cannot pay, barter or otherwise transfer cash or cash equivalents with respect to such activity, (3) any activity of the Seller and its Subsidiaries related to live or replayed historical horse races or virtual horse races through any medium, or (4) the Seller’s and its Subsidiaries’ continued participation in its business operations existing as of the date of this Agreement (other than the Business) shall constitute, nor be deemed to constitute, a Restricted Activity. For purposes of this Agreement, “Real Money Gaming” means any wagering activity in any form (including poker, slot machine or casino table games, lottery, sports betting, sports wagering, bingo, fantasy sports (season-long and daily), pari-mutuel wagering in any form, skill-based games or any other wagering activity or through any medium (including land-based, mobile-based or internet) that provides to a player engaging in such wagering activity the opportunity to receive the payment of cash or anything else that can be redeemed for cash or cash equivalents (e.g., vouchers for future xxxxxx or other complimentary non-virtual goods or services)). Notwithstanding the foregoing, nothing in this Agreement is intended to impair Section 6.6(b) shall prohibit the Employee’s rights to make disclosures under any applicable Federal whistleblower law. (b) During the term of employment, and for a period of one year following termination of such employment for any reason or payment of any compensation, whichever occurs last, Employee shall not engage, directly or indirectly (which includes, without limitation, owning, managing, operating, controlling, being employed by, giving financial assistance to, participating in or being connected in any material way with any person or entity), anywhere in the United States in any activities with KeHe Distributors, LLC (Seller or any subsidiary or Affiliated entity thereof), any other company which is a direct competitor of the Company and any other company that conducts any business for which the Employee is uniquely qualified to serve as a member of senior management as a result of his service to the Company, which for purposes of this Agreement shall mean the following companies: C&S Wholesale Grocers, Inc., (or any subsidiary or Affiliated entity thereof) with respect to its Affiliates from (i) the Company’s activities on the date hereof and/or (ii) any activities which the Company becomes involved in during the Employee’s term of employment; provided, however, that Employee’s ownership as being a passive investor owner of less than five percent (5%) of the issued and outstanding stock shares of a publicly held corporation so traded company that, directly or indirectly, engages in a Restricted Activity, (ii) a business activity that is carried on by any third Person that is acquired by or combined with the Seller or any of its Affiliates after the date hereof (whether through a merger, consolidation, acquisition or other business combination), and after such acquisition or combination, owning an interest in any other Person (or its successor) that is engaged, shall not directly or indirectly, in the Ongoing Business if such business generated less than ten percent (10%) of such Person’s aggregate consolidated EBITDA in the last completed fiscal year prior to such acquisition or combination, (iii) engaging in any business activity that would otherwise violate this Section 6.6(b) that is acquired from any Person (an “After-Acquired Business”) or is carried on by itself be deemed to constitute any Person that is acquired by or combined with the Seller or one of its Subsidiaries in each case after the Closing Date (an “After-Acquired Company”), so long as within one hundred and eighty (180) days after such competition. Further, during such one-year period Employee shall not act to induce any acquisition of the After-Acquired Business or the After-Acquired Company’s vendors, customers the Seller or employees the applicable Subsidiary signs a definitive agreement to take action divest, and within one hundred and eighty (180) days after signing such definitive agreement, subsequently divests, the relevant portion of the business or securities of the After-Acquired Business or the After-Acquired Company, or at the expiration of such first one hundred and eighty (180) days period, the business of the After-Acquired Business or the After-Acquired Company complies with this Section 6.6(b), (iv) entering into any joint venture with any Person that might be disadvantageous is engaged, directly or indirectly, in the Ongoing Business, so long as the joint venture does not engage in the Ongoing Business, (v) subject to clause (i) above, making any equity investment in any Person (A) in which the Seller and its Affiliates collectively hold not more than ten percent (10%) of the outstanding voting securities or similar equity interests or (B) in which the aggregate annual EBITDA from the Ongoing Business of the entity in which the equity is held is less than $5,000,000, in each case where the Seller and its Affiliates do not have an active role in the management of the day-to-day operations of the business conducted by such entity or (vi) distributing, marketing or selling any products or services, other than products or services of the Company or otherwise disturb such party’s relationship with the Company. products or services described in clauses (c) Employee hereby acknowledges that Employee will treat as for the Company’s sole benefit, and fully and promptly disclose and assign to the Company without additional compensation, all ideas, information, discoveries, inventions and improvements which are based upon or related to any confidential information protected under Section 5(a) herein, and which are made, conceived or reduced to practice by Employee during Employee’s employment by the Company and within one year after termination thereof. The provisions of this subsection (c) shall apply whether such ideas, discoveries, inventions, improvements or knowledge are conceived, made or gained by Employee alone or with others, whether during or after usual working hours, either on or off the job, directly or indirectly related to the Company’s business interests (including potential business interests), and whether or not within the realm of Employee’s duties. (d) Employee shall, upon request of the Company, but at no expense to Employee, at any time during or after employment by the Company, sign all instruments and documents and cooperate in such other acts reasonably required to protect rights to the ideas, discoveries, inventions, improvements and knowledge referred to above, including applying for, obtaining and enforcing patents and copyrights thereon in any and all countries. (e) The Employee recognizes that the possible restrictions on the Employee’s activities which may occur as a result of the Employee’s performance of the Employee’s obligations under Sections 5(aii) and (biii) of this Agreement the definition of “Ongoing Business” herein, that are required for being distributed, marketed or sold by the reasonable protection of Seller or its Affiliates (other than the Company and its investments, Subsidiaries) as of the date of this Agreement and any products or services developed in the Employee expressly acknowledges future by the Seller or such Affiliates derived therefrom or that are natural extensions thereof; provided that such restrictions future developed products or services are fair and reasonable for that purpose. The Employee acknowledges that money damages would not be an adequate of the type developed or sufficient remedy for any breach exploited by the Company as of Sections 5(athe date of this Agreement or described in clauses (ii) and (b), and that in the event of a breach or threatened breach of Sections 5(aiii) and (b), the Company, in addition to other rights and remedies existing in its favor, shall be entitled, as a matter of right, to injunctive relief, including specific performance, from a court of competent jurisdiction in order to enforce, or prevent any violations of, the provisions of Sections 5(a) and (b). The terms of this Section 5(e) shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, including but not limited to the recovery of damages from the Employee. If any of the provisions definition of this Agreement are held to be in any respect an unreasonable restriction upon Employee then they shall be deemed to extend only over the maximum period of time, geographic area, and/or range of activities as to which they may be enforceable. The Employee expressly agrees that all payments and benefits due the Employee under this Agreement shall be subject to the Employee’s compliance with the provisions set forth in this Section 5“Ongoing Business” herein. (f) Except with respect to any shorter term as expressly provided herein, this Section 5 shall survive the expiration or earlier termination of Employee’s relationship with the Company for a period of ten (10) years.

Restrictive Covenants. Employee covenants 9.1 During the period commencing on the Effective Date and ending on the 2 year anniversary of the Effective Date (the "Restricted Term"), the Seller shall not, and shall cause its respective affiliates not to, directly or indirectly (as investor, consultant, lender, manager, contractor or otherwise) carry on or engage in the business (the "Restricted Business") of designing, manufacturing, marketing, selling, and/or servicing of inside and outside diameter grinding (ID/OD grinding) systems and applications as currently conducted by the Voumard Business, anywhere that the Voumard Business is currently conducted, except to the extent necessary for the Seller to perform its obligations under any of the Retained Customer Contracts. The Buyer and the Buyer Guarantor expressly acknowledge and agree that the term "Restricted Business" does not include any existing product lines of the Seller or any of its affiliates, including without limitation, Lapmaster Group Holdings, LLC and any of its subsidiaries, or product lines that the Seller or any of its affiliates, including without limitation, Lapmaster Group Holdings, LLC and any of its subsidiaries, are currently designing, manufacturing, marketing, selling and/or servicing other than those products marked with the Company as follows (as used Voumard brand. The Buyer and the Buyer Guarantor acknowledge and agree that the Seller's and any of its affiliates' continued designing, manufacturing, marketing, selling and/or servicing of such product lines shall not be deemed to be a breach of the covenants set forth in this Section 59.1. 9.2 During the Restricted Term, "Company" shall include the Company and its subsidiaries and Affiliates): (a) Employee shall not disclose or reveal to any unauthorized person or knowingly use for Employee’s own benefit, any trade secret or other confidential information relating to the Company, or to any of the businesses operated by it, including, without limitation, any customer lists, customer needs, price and performance information, processes, specifications, hardware, software, devices, supply sources and characteristics, business opportunities, potential business interests, marketing, promotional pricing and financing techniques, or other information relating to the business of the Company, and Employee confirms that such information constitutes the exclusive property of the Company. Such restrictions shall not apply to information which is generally (i) available the Seller shall not, and shall cause its respective affiliates not to, directly solicit, employ or engage as an independent contractor any employee of the Voumard Business hired by the Buyer in accordance with Section 4.3 of this Agreement while such person is an employee of the industry or Buyer and (ii) disclosed through no fault the Buyer shall not, and shall cause its respective affiliates not to, directly solicit, employ or engage as an independent contractor any employee of Employee or (iii) required to be disclosed pursuant to applicable law or regulation or the order of a governmental or regulatory body (provided Seller, except for the employees that the Company is given reasonable notice Buyer hires or attempts to hire in accordance with Section 4.3 of any such required disclosure). Employee agrees that Employee will return to the Company upon request, but in any event upon termination of employment, any physical embodiment of any confidential information and/or any summaries containing any confidential information, in whole in part, in any mediathis Agreement. For the avoidance of doubt, nothing in it shall not be deemed as a violation of this Agreement is intended Section 9.2, if a relevant employee becomes employed by the Seller or the Buyer on the basis of the employee’s own initiative (e.g. employee responds to impair the Employee’s rights to make disclosures under any applicable Federal whistleblower lawjob postings). (b) 9.3 During the term of employmentRestricted Term, the Seller will not, and for a period of one year following termination of such employment for any reason or payment of any compensation, whichever occurs last, Employee shall cause its respective affiliates not engageto, directly or indirectly (which includessolicit, without limitationrequest, owning, managing, operating, controlling, being employed by, giving financial assistance to, participating in advise or being connected in induce any material way with any person or entity), anywhere in the United States in any activities with KeHe Distributors, LLC (or any subsidiary or Affiliated entity thereof), any other company which is a direct competitor then current customer of the Company and any other company that conducts any Voumard Business as of the Effective Date to cancel, curtail or otherwise adversely change its actual business for which or relationship with the Employee is uniquely qualified to serve as a member of senior management as a result of his service to the Company, which for purposes of this Agreement shall mean the following companies: C&S Wholesale Grocers, Inc., (or any subsidiary or Affiliated entity thereof) Buyer with respect to (i) the Company’s activities on Voumard Business, and the date hereof and/or (ii) any activities which Seller shall, and shall cause its affiliates to, use its commercially reasonable efforts to refer to the Company becomes involved in during Buyer or its applicable affiliate all customer and or other third party inquiries strictly regarding the Employee’s term of employment; providedVoumard Business, however, provided that Employee’s ownership as a passive investor of less than five percent (5%) of the issued and outstanding stock of a publicly held corporation so engaged, this Section 9.3 shall not effect the performance by itself be deemed to constitute such competition. Further, during such one-year period Employee shall not act to induce the Seller of any of the Company’s vendors, Retained Customer Contracts and this Section 9.3 shall not preclude the Seller or its affiliates from soliciting from and conducting with customers or employees to take action of the Voumard Business that might be disadvantageous to is other than the Company or otherwise disturb such party’s relationship with the CompanyRestricted Business. (c) Employee hereby acknowledges 9.4 Each of the covenants contained in this Section 9 shall be construed as a separate covenant against solicitation or competition, as the case may be, in each of the separate jurisdictions, countries and other geographic areas in which the Voumard Business is now conducted. To the extent that Employee will treat as for any of the Company’s sole benefitcovenants contained in this Section 9 are determined to be illegal or unenforceable within any such jurisdiction, and fully and promptly disclose and assign to the Company without additional compensationcountry or other geographic area, all ideas, information, discoveries, inventions and improvements which are based upon or related such covenant shall not thereby be affected with respect to any confidential information protected under Section 5(a) hereinother jurisdiction, and which are made, conceived country or reduced to practice by Employee during Employee’s employment by the Company and within one year after termination thereof. The provisions of this subsection (c) shall apply whether such ideas, discoveries, inventions, improvements or knowledge are conceived, made or gained by Employee alone or with others, whether during or after usual working hours, either on or off the job, directly or indirectly related to the Company’s business interests (including potential business interests), and whether or not within the realm of Employee’s dutiesgeographic area. (d) Employee shall, upon request of the Company, but at no expense to Employee, at 9.5 If any time during or after employment by the Company, sign all instruments and documents and cooperate in such other acts reasonably required to protect rights to the ideas, discoveries, inventions, improvements and knowledge referred to above, including applying for, obtaining and enforcing patents and copyrights thereon in any and all countries. (e) The Employee recognizes that the possible restrictions on the Employee’s activities which may occur as a result of the Employee’s performance of the Employee’s obligations under Sections 5(a) and (b) of this Agreement are required for the reasonable protection of the Company and its investments, and the Employee expressly acknowledges that such restrictions are fair and reasonable for that purpose. The Employee acknowledges that money damages would not be an adequate or sufficient remedy for any breach of Sections 5(a) and (b), and that in the event of a breach or threatened breach of Sections 5(a) and (b), the Company, in addition to other rights and remedies existing in its favor, shall be entitled, as a matter of right, to injunctive relief, including specific performance, from a court of competent jurisdiction in order to enforce, or prevent shall at any violations of, time deem the provisions term of Sections 5(a) and (b). The terms of this Section 5(e) shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, including but not limited to the recovery of damages from the Employee. If any of the provisions of this Agreement are held to be in any respect an unreasonable restriction upon Employee then they shall be deemed to extend only over the maximum period of time, geographic area, and/or range of activities as to which they may be enforceable. The Employee expressly agrees that all payments and benefits due the Employee under this Agreement shall be subject to the Employee’s compliance with the provisions particular covenant set forth in this Section 59 too lengthy or the territory thereof too extensive, the other provisions of this Section 9 shall nevertheless continue to be enforceable and the term of the covenants set forth in this Section 9 shall be deemed to be the longest period permissible by applicable law under the circumstances and the territory shall be deemed to comprise the largest territory permissible by applicable law under the under the circumstances. The court in each case shall be authorized to reduce the terms of those covenants or the territory thereof to a permissible duration or size. (f) Except with respect to 9.6 In the event of any shorter term as expressly provided herein, breach of the covenants set forth in this Section 5 9, the Buyer shall survive be entitled to all rights and remedies available under applicable law, including, but not limited, to equitable relief. 9.7 The Parties acknowledge and agree that the expiration Seller Guarantor and any affiliates or earlier termination subsidiaries of Employee’s relationship with the Company for a period Seller Guarantor are not affiliates of ten (10) yearsthe Seller.

Restrictive Covenants. 14.1 Employee covenants recognizes and acknowledges that as a consequence of his duties hereunder, Employee will be provided access to or will come in contact with the Company as follows (as used in this Section 5confidential information of or regarding, "Company" shall include the Company and its subsidiaries and Affiliates): (a) Subsidiaries from time to time. Accordingly, Employee shall not agrees that she will not, during or for a period of 18 months after the term of her employment except with prior written consent of the Company, disclose or reveal to any unauthorized person or knowingly use for Employee’s own benefit, any trade secret or other confidential information relating to the Company, Company or to any its Subsidiaries. The provisions of the businesses operated by it, including, without limitation, any customer lists, customer needs, price and performance information, processes, specifications, hardware, software, devices, supply sources and characteristics, business opportunities, potential business interests, marketing, promotional pricing and financing techniques, or other information relating to the business of the Company, and Employee confirms that such information constitutes the exclusive property of the Company. Such restrictions this section shall not apply to information which Employee is generally (i) available in the industry or (ii) disclosed through no fault of Employee or (iii) required to be disclosed pursuant to applicable disclose by law or regulation by order a court of competent jurisdiction but only to the extent required by law or by order and when reasonably possible, only if Employee shall give the order Company prior notice of a governmental or regulatory body (provided such intended disclosure so that the Company is given reasonable notice of any has the opportunity to seek a protective order if it deems such required disclosure). Employee agrees that Employee will return to the Company upon requestappropriate. 14.2 As used in this Agreement, but in any event upon termination of employment, any physical embodiment of any confidential information and/or any summaries containing any "confidential information" shall mean and include studies, in whole in partplans, in any media. For the avoidance reports, records, promotional materials, agreements, memoranda, documents, information related to Company activities, systems, finances, client lists, research data, personnel data, financing sources, and such other related information not of doubt, nothing in this Agreement is intended to impair the Employee’s rights to make disclosures under any applicable Federal whistleblower lawa public knowledge. (b) During 14.3 For so long as the term of employmentEmployee is employed hereunder, and for a period of one year 18 months following termination of such employment for any reason or payment of any compensation, whichever occurs lasttermination, Employee shall not engageengage either as principal, directly agent or indirectly (consultant, or through any corporation, firm or organization in which includesshe is or may be an officer, without limitationdirector, owningemployee, managingshareholder, operatingpartner, controlling, being employed by, giving financial assistance to, participating in member or being connected with which he is otherwise affiliated in any material way with any person or entity), anywhere in the United States business for profit which is engaged in any activities with KeHe Distributorsactivity or business similar to that of the Employer within 75 miles of any office where the Company is conducting business on the date of the Employee's termination of Employment. 14.4 It is agreed by the Employee that should she violate the provisions of this section, LLC (the Company shall have the right to obtain an Order from a court of competent jurisdiction enjoining her from violating any and all of the provisions of this section or of this Agreement and the Company's application for such a writ of injunction shall be deemed without prejudice to any subsidiary all other rights, remedies or Affiliated entity thereof), any other company actions which is a direct competitor may accrue in favor of the Company and any other company that conducts any business for which the Employee is uniquely qualified to serve as a member of senior management as a result of his service to the Company, which for purposes of this Agreement shall mean the following companies: C&S Wholesale Grocers, Inc., (or any subsidiary or Affiliated entity thereof) with respect to (i) the Company’s activities on the date hereof and/or (ii) any activities which the Company becomes involved in during the Employee’s term of employment; provided, however, that Employee’s ownership as a passive investor of less than five percent (5%) of the issued and outstanding stock of a publicly held corporation so engaged, shall not by itself be deemed to constitute such competition. Further, during such one-year period Employee shall not act to induce any of the Company’s vendors, customers or employees to take action that might be disadvantageous to the Company or otherwise disturb such party’s relationship with the Company. (c) Employee hereby acknowledges that Employee will treat as for the Company’s sole benefit, and fully and promptly disclose and assign to the Company without additional compensation, all ideas, information, discoveries, inventions and improvements which are based upon or related to any confidential information protected under Section 5(a) herein, and which are made, conceived or reduced to practice by Employee during Employee’s employment by the Company and within one year after termination thereof. The provisions of this subsection (c) shall apply whether such ideas, discoveries, inventions, improvements or knowledge are conceived, made or gained by Employee alone or with others, whether during or after usual working hours, either on or off the job, directly or indirectly related to the Company’s business interests (including potential business interests), and whether or not within the realm of Employee’s duties. (d) Employee shall, upon request of the Company, but at no expense to Employee, at any time during or after employment by the Company, sign all instruments and documents and cooperate in such other acts reasonably required to protect rights to the ideas, discoveries, inventions, improvements and knowledge referred to above, including applying for, obtaining and enforcing patents and copyrights thereon in any and all countries. (e) The Employee recognizes that the possible restrictions on the Employee’s activities which may occur as a result of the Employee’s performance 's breach of this provision or of the Employee’s obligations under Sections 5(a) and (b) terms of this Agreement are required for Agreement. In the reasonable protection of event the Company is required to institute any litigation concerning the terms and its investmentsconditions of this section or of this Agreement, the prevailing party shall be entitled to reimbursement of all reasonable attorney's fees and costs at both the trial and the Employee expressly acknowledges that such restrictions are fair and reasonable for that purposeappellate court level. The Employee acknowledges that money damages would not be an adequate or sufficient remedy for any breach of Sections 5(a) and (b), and further agrees that in the event of a breach or threatened breach of Sections 5(a) and (b)litigation venue shall only be proper in Broward County, the Company, in addition to other rights and remedies existing in its favor, shall be entitled, as a matter of right, to injunctive relief, including specific performance, from a court of competent jurisdiction in order to enforce, or prevent any violations of, the provisions of Sections 5(a) and (b). The terms of this Section 5(e) shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, including but not limited to the recovery of damages from the Employee. If any of the provisions of this Agreement are held to be in any respect an unreasonable restriction upon Employee then they shall be deemed to extend only over the maximum period of time, geographic area, and/or range of activities as to which they may be enforceable. The Employee expressly agrees that all payments and benefits due the Employee under this Agreement shall be subject to the Employee’s compliance with the provisions set forth in this Section 5Florida. (f) Except with respect to any shorter term as expressly provided herein, this Section 5 shall survive the expiration or earlier termination of Employee’s relationship with the Company for a period of ten (10) years.

Restrictive Covenants. Employee covenants with the Company as follows (as used in this Section 5, "Company" shall include the Company and its subsidiaries and Affiliates): (a) Employee Each Seller and Parent covenants and agrees that for a period of six (6) months following the Closing Date (the “Restricted Period”), that it shall not, and shall not disclose permit any subsidiary or reveal to any unauthorized person or knowingly use for Employee’s own benefit, any trade secret or other confidential information relating to the Company, or to any of the businesses operated by it, including, without limitation, any customer lists, customer needs, price and performance information, processes, specifications, hardware, software, devices, supply sources and characteristics, business opportunities, potential business interests, marketing, promotional pricing and financing techniques, or other information relating to the business of the Company, and Employee confirms that such information constitutes the exclusive property of the Company. Such restrictions shall not apply to information which is generally parent entity to: (i) available in solicit, encourage, cause or attempt to cause a customer, vendor or strategic partner of a Seller during the industry one (1) year period immediately prior to the Closing (each, a “Business Party”) not to do business with or to reduce any part of its business with the Buyer Parties or its Affiliates; (ii) disclosed through no fault of Employee engage in a Competitive Business; or (iii) required solicit, encourage, cause or attempt to be disclosed pursuant cause any Person that supplied goods or services to applicable law a Seller not to do business with or regulation to reduce any part of its business with the Buyer Parties or the order of a governmental or regulatory body (provided that the Company is given reasonable notice of any such required disclosure). Employee agrees that Employee will return to the Company upon request, but in any event upon termination of employment, any physical embodiment of any confidential information and/or any summaries containing any confidential information, in whole in part, in any media. For the avoidance of doubt, nothing in this Agreement is intended to impair the Employee’s rights to make disclosures under any applicable Federal whistleblower lawits Affiliates. (b) During Each Seller and Parent further covenants and agrees that during the term of employmentRestricted Period, and for a period of one year following termination of such employment for any reason or payment it shall not, whether on behalf of any compensation, whichever occurs last, Employee shall not engageother Person or its own behalf, directly or indirectly (which includes, without limitation, owning, managing, operating, controlling, being employed by, giving financial assistance to, participating in or being connected in any material way with any person or entity), anywhere in the United States in any activities with KeHe Distributors, LLC (or any subsidiary or Affiliated entity thereof), any other company which is a direct competitor of the Company and any other company that conducts any business for which the Employee is uniquely qualified to serve as a member of senior management as a result of his service to the Company, which for purposes of this Agreement shall mean the following companiesindirectly: C&S Wholesale Grocers, Inc., (or any subsidiary or Affiliated entity thereof) with respect to (i) hire or engage or attempt to hire or engage for employment or as an independent contractor any Person hired by Buyer within ten (10) days of Closing, who was employed or engaged by a Seller during the Company’s activities on one (1) year period immediately prior to the date hereof and/or Closing (each, a “Restricted Provider”); or (ii) solicit or encourage any activities which the Company becomes involved in during the Employee’s term of Restricted Provider to terminate his or her employment; provided, however, that Employee’s ownership as a passive investor of less than five percent (5%) of the issued and outstanding stock of a publicly held corporation so engaged, shall not by itself be deemed to constitute such competition. Further, during such one-year period Employee shall not act to induce any of the Company’s vendors, customers consultant or employees to take action that might be disadvantageous to the Company or otherwise disturb such party’s contractor relationship with the CompanyBuyer Parties or its Affiliates;. (c) Employee hereby acknowledges that Employee will treat as for Each Seller and Parent has carefully read and considered the Company’s sole benefit, and fully and promptly disclose and assign to the Company without additional compensation, all ideas, information, discoveries, inventions and improvements which are based upon or related to any confidential information protected under Section 5(a) herein, and which are made, conceived or reduced to practice by Employee during Employee’s employment by the Company and within one year after termination thereof. The provisions of this subsection (c) shall apply whether such ideasSection 5.10 and, discoverieshaving done so, inventionsagrees that the restrictions set forth herein are fair and reasonable given the terms and conditions of this Agreement, improvements or knowledge the nature of each Seller’s business, the area in which each Seller and its Affiliates market their products and services, and the consideration being provided pursuant to this Agreement. In addition, each Seller and Parent specifically agrees that the length, scope and definitions used in the covenants set forth in this Section 5.10 are conceived, made or gained by Employee alone or with others, whether during or after usual working hours, either on or off fair and reasonable. Each Seller and Parent further agrees that the job, directly or indirectly related to restrictions set forth in this Section 5.10 are reasonably required for the Company’s protection of the legitimate business interests (including potential business interests)of the Buyer Parties and its Affiliates. Thus, each Seller and whether Parent agrees not to contest the general validity or not within the realm enforceability of Employee’s dutiesthis Section 5.10 before any court, arbitration panel or other governmental body. (d) Employee shall, upon request Each Seller and Parent acknowledges and agrees that its breach of any of the Company, but at no expense to Employee, at any time covenants in this Section 5.10 during or after employment by the Company, sign all instruments Restricted Period shall result in irreparable damage and documents and cooperate in such other acts reasonably required to protect rights continuing injury to the ideasBuyer Parties. Therefore, discoveries, inventions, improvements and knowledge referred to above, including applying for, obtaining and enforcing patents and copyrights thereon in any and all countries. (e) The Employee recognizes that the possible restrictions on the Employee’s activities which may occur as a result of the Employee’s performance of the Employee’s obligations under Sections 5(a) and (b) of this Agreement are required for the reasonable protection of the Company and its investments, and the Employee expressly acknowledges that such restrictions are fair and reasonable for that purpose. The Employee acknowledges that money damages would not be an adequate or sufficient remedy for any breach of Sections 5(a) and (b), and that in the event of a any breach or threatened breach of Sections 5(a) such covenants during the Restricted Period, each Seller and (b), Parent agrees that the Company, in addition to other rights Buyer Parties and remedies existing in its favor, Affiliates shall be entitled, as a matter of right, entitled to injunctive relief, including specific performance, seek an injunction from a any court of competent jurisdiction in order to enforce, or prevent enjoining such Person from committing any violations of, the provisions of Sections 5(a) and (b). The terms of this Section 5(e) shall not prevent the Company from pursuing any other available remedies for any breach violation or threatened breach hereof, including but not limited violation of those covenants. All remedies available to the recovery Buyer Parties and its Affiliates by reason of damages from the Employee. If a breach by any Seller or Parent of the provisions of this Agreement are held to be in any respect an unreasonable restriction upon Employee then they shall be deemed to extend only over the maximum period of timecumulative, geographic area, and/or range of activities as to which they none is exclusive and all remedies may be enforceableexercised concurrently or consecutively at the option of the Buyer Parties and its Affiliates. In the event of litigation involving this Section 5.10, the non-prevailing party shall reimburse the prevailing party for all costs and expenses, including reasonable attorneys’ fees and expenses, incurred in connection with any such litigation, including any appeal. The Employee expressly existence of any Claim or cause of action by a Seller against the Buyer Parties or any of its Affiliates, whether predicated on this Agreement or otherwise, will not constitute a defense to the enforcement by the Buyer Parties of the provisions of this Section 5.10, which Section will be enforceable notwithstanding the existence of any breach by Buyer. (e) Each Seller and Parent agrees that all payments and benefits due the Employee under this Agreement shall be subject to the Employee’s compliance with the provisions set forth covenants in this Section 5are necessary in terms of time and activity to protect the Buyer Parties’ interest in the assets being acquired pursuant to this Agreement and impose a reasonable restraint in light of the activities and businesses of the Sellers on the Closing Date. (f) Except with respect to any shorter term as expressly provided herein, this Section 5 shall survive the expiration or earlier termination of Employee’s relationship with the Company for a period of ten (10) years.

Restrictive Covenants. Employee In addition to the Employment Agreements Amount, Buyer shall pay, or cause Buyer Bank to pay, a total aggregate amount of $675,000, less any applicable tax withholdings, in equal monthly installments over the two-year period following the Closing Date in exchange for Executive’s adherence to the restrictive covenants with the Company as follows (as used contained in this Section 51.5, "Company" with such payments reported to the Executive on a Form 1099-Misc. The Executive hereby covenants and agrees that for a period of two years following Closing Date, he shall include not, without the Company written consent of the Buyer, become an officer, employee, consultant, director or trustee of any savings bank, savings and its subsidiaries loan association, savings and Affiliates): (a) Employee loan holding company, bank or bank holding company, credit union or any direct or indirect subsidiary or affiliate of any such entity, that entails working within Hampden county or any other county in which the Buyer, Buyer Bank, Seller or Seller Bank maintains an office as of the Closing Date. Unless he obtains the prior written consent of the Buyer, the Executive shall not disclose keep confidential and shall refrain from using for the benefit of himself, or reveal to any unauthorized person or knowingly use for Employee’s own benefitentity other than the Buyer or any entity which is a subsidiary of the Buyer or of which the Buyer is a subsidiary, any material document or information obtained from the Buyer, Buyer Bank, Seller or Seller Bank concerning their properties, operations or business (unless such document or information is readily ascertainable from public or published information or trade secret sources or other confidential information relating has otherwise been made available to the Company, or to any of the businesses operated by it, including, without limitation, any customer lists, customer needs, price and performance information, processes, specifications, hardware, software, devices, supply sources and characteristics, business opportunities, potential business interests, marketing, promotional pricing and financing techniques, or other information relating to the business of the Company, and Employee confirms that such information constitutes the exclusive property of the Company. Such restrictions shall not apply to information which is generally (i) available in the industry or (ii) disclosed public through no fault of Employee his own) until the same becomes so ascertainable or (iii) required to be disclosed pursuant to applicable law or regulation or the order of a governmental or regulatory body (provided that the Company is given reasonable notice of any such required disclosure). Employee agrees that Employee will return to the Company upon request, but in any event upon termination of employment, any physical embodiment of any confidential information and/or any summaries containing any confidential information, in whole in part, in any media. For the avoidance of doubt, nothing in this Agreement is intended to impair the Employee’s rights to make disclosures under any applicable Federal whistleblower law. (b) During the term of employment, and for a period of one year following termination of such employment for any reason or payment of any compensation, whichever occurs last, Employee shall not engage, directly or indirectly (which includes, without limitation, owning, managing, operating, controlling, being employed by, giving financial assistance to, participating in or being connected in any material way with any person or entity), anywhere in the United States in any activities with KeHe Distributors, LLC (or any subsidiary or Affiliated entity thereof), any other company which is a direct competitor of the Company and any other company that conducts any business for which the Employee is uniquely qualified to serve as a member of senior management as a result of his service to the Company, which for purposes of this Agreement shall mean the following companies: C&S Wholesale Grocers, Inc., (or any subsidiary or Affiliated entity thereof) with respect to (i) the Company’s activities on the date hereof and/or (ii) any activities which the Company becomes involved in during the Employee’s term of employmentavailable; provided, however, that Employee’s ownership as a passive investor of less than five percent (5%) of nothing in this Section 1.5 shall prevent the issued and outstanding stock of a publicly held corporation so engagedExecutive, shall not by itself be deemed with or without the Buyer's consent, from participating in or disclosing documents or information in connection with any judicial or administrative investigation, inquiry or proceeding to constitute the extent that such competitionparticipation or disclosure is required under applicable law. Further, during such one-year the Executive hereby covenants and agrees that, for a period Employee of two year’s following the Closing Date, he shall not act to induce any not, without the written consent of the Company’s vendors, customers either directly or employees indirectly: (a) solicit, offer employment to, or take any other action intended, or that a reasonable person acting in like circumstances would expect, to take action have the effect of causing any officer or employee of the Buyer, Buyer Bank, Seller or Seller Bank or any of their respective subsidiaries or affiliates to terminate his or her employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any savings bank, savings and loan association, bank, bank holding company, savings and loan holding company, or other institution engaged in the business of accepting deposits, making loans or doing business within the counties specified in this Section 1.5; (b) provide any information, advice or recommendation with respect to any such officer or employee of any savings bank, savings and loan company, bank, bank holding company, savings and loan holding company, or other institution engaged in the business of accepting deposits, making loans providing wealth management services or doing business within the counties specified in this Section 1.5; that might be disadvantageous is intended, or that a reasonable person acting in like circumstances would expect, to have the Company effect of causing any officer or otherwise disturb such party’s relationship with employee of the Company.Buyer, Buyer Bank, Seller or Seller Bank, or any of their respective subsidiaries or affiliates to terminate his or her employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any savings bank, savings and loan association, bank, bank holding company, savings and loan holding company, or other institution engaged in the business of accepting deposits, making loans or doing business within the county specified in this Section 1.5; (c) Employee solicit, provide any information, advice or recommendation or take any other action intended, or that a reasonable person acting in like circumstances would expect, to have the effect of causing any customer of the Buyer, Buyer Bank, Seller or Seller Bank or any of their respective subsidiaries to terminate an existing business or commercial relationship with any of them. The Executive agrees that the relevant public policy and legal aspects of covenants not to compete have been discussed with him and that every effort has been made to limit the restrictions placed upon the Executive to those that are reasonable and necessary to protect Buyer’s legitimate interests. The Executive hereby acknowledges that Employee will treat as for the Company’s sole benefitthat, based upon his education, experience, and fully training, the non-compete and promptly disclose and assign to the Company without additional compensation, all ideas, information, discoveries, inventions and improvements which are based upon or related to any confidential information protected under Section 5(a) herein, and which are made, conceived or reduced to practice by Employee during Employee’s employment by the Company and within one year after termination thereof. The non-solicitation provisions of this subsection (c) Section 1.5 will not prevent him from earning a livelihood and supporting and his family during the relevant time-period. The existence of a claim, charge, or cause of action by the Executive against Buyer, Buyer Bank, Seller or Seller Bank or any of their affiliates shall apply whether such ideas, discoveries, inventions, improvements or knowledge are conceived, made or gained by Employee alone or with others, whether during or after usual working hours, either on or off the job, directly or indirectly related not constitute a defense to the Company’s business interests (including potential business interests), and whether enforcement by Buyer or not within the realm of Employee’s duties. (d) Employee shall, upon request Buyer Bank of the Companyforegoing restrictive covenants, but at no expense to Employeesuch claim, at any time during charge, or after employment by the Company, sign all instruments and documents and cooperate in such other acts reasonably required to protect rights to the ideas, discoveries, inventions, improvements and knowledge referred to above, including applying for, obtaining and enforcing patents and copyrights thereon in any and all countries. (e) The Employee recognizes that the possible restrictions on the Employee’s activities which may occur as a result cause of the Employee’s performance of the Employee’s obligations under Sections 5(a) and (b) of this Agreement are required for the reasonable protection of the Company and its investments, and the Employee expressly acknowledges that such restrictions are fair and reasonable for that purpose. The Employee acknowledges that money damages would not be an adequate or sufficient remedy for any breach of Sections 5(a) and (b), and that in the event of a breach or threatened breach of Sections 5(a) and (b), the Company, in addition to other rights and remedies existing in its favor, action shall be entitled, as a matter of right, to injunctive relief, including specific performance, from a litigated separately. If any restriction set forth in this Section 1.5 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in order to enforce, or prevent any violations oftoo broad a geographic area, the provisions of Sections 5(a) and (b). The terms of this Section 5(e) shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, including but not limited court is hereby expressly authorized to the recovery of damages from the Employee. If any of the provisions of modify this Agreement are held or to be in any respect an unreasonable restriction upon Employee then they shall be deemed interpret this Agreement to extend only over the maximum period of time, geographic area, and/or range of activities activities, or geographic areas as to which they it may be enforceable. The Employee expressly agrees that all payments and benefits due the Employee under this Agreement shall be subject to the Employee’s compliance with the provisions set forth in this Section 5. (f) Except with respect to any shorter term as expressly provided herein, this Section 5 shall survive the expiration or earlier termination of Employee’s relationship with the Company for a period of ten (10) years.

Restrictive Covenants. Employee covenants Executive agrees that, after the termination of Executive's employment and for the one year period after the date hereof, provided the Company is not in default of any obligation to Executive under this Agreement or otherwise, he shall not: directly or indirectly, alone or as a partner, joint venturer, officer, director, employee, consultant, agent, independent contractor or stockholder of any company or business, engage in any business activity in the State of California ("Restricted Territory"), and which is directly or indirectly in competition with the business conducted by the Company as follows of the date of the termination of Executive's employment; provided however, that, the beneficial ownership of less than 5% of the shares of stock of any corporation having a class of equity securities actively traded on a national securities exchange or over-the-counter market shall not be deemed, in and of itself, to violate the prohibitions of this Section. directly or indirectly: induce any customer to patronize any business directly or indirectly in competition with the business conducted by Company; canvass, solicit or accept from any entity any such competitive business; or request or advise any customer to withdraw, curtail, or cancel any such customer's business with Company; employ any person who was employed by Company at or within twelve (as used 12) months prior to the termination of Executive's employment or in any manner seek to induce any such person to leave his or her employment; or directly or indirectly, in any way utilize, disclose, copy, reproduce, or retain in his possession's any of Company's proprietary rights or records, including, but not limited to, any of its customer lists. Executive agrees and acknowledges that the restrictions contained in this Section 5, "Company" shall include 5.2 are reasonable in scope and duration and are necessary to protect Company after the Company and its subsidiaries and Affiliates): (a) Employee shall not disclose or reveal termination of Executive's employment. If any provision of this Section as applied to any unauthorized person or knowingly use for Employee’s own benefit, any trade secret or other confidential information relating to the Company, party or to any circumstance is adjudged by a court to be invalid or unenforceable, the same will in no way affect any other circumstance or the validity or enforceability of this Agreement. If any such provision, or any part, thereof, is held to be unenforceable because of the businesses operated by itduration of such provision or the area covered thereby, includingthe parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision, without limitationand/or to delete specific words or phrases, and in its reduced form, such provision shall then be enforceable and shall be enforced. The parties agree and acknowledge that the breach of this Section will cause irreparable damage to Company and upon breach of any customer listsprovision of this Section, customer needsCompany shall be entitled to injunctive relief, price and specific performance information, processes, specifications, hardware, software, devices, supply sources and characteristics, business opportunities, potential business interests, marketing, promotional pricing and financing techniques, or other information relating to the business of the Company, and Employee confirms that such information constitutes the exclusive property of the Company. Such restrictions shall not apply to information which is generally (i) available in the industry or (ii) disclosed through no fault of Employee or (iii) required to be disclosed pursuant to applicable law or regulation or the order of a governmental or regulatory body (provided that the Company is given reasonable notice of any such required disclosure). Employee agrees that Employee will return to the Company upon request, but in any event upon termination of employment, any physical embodiment of any confidential information and/or any summaries containing any confidential information, in whole in part, in any media. For the avoidance of doubt, nothing in this Agreement is intended to impair the Employee’s rights to make disclosures under any applicable Federal whistleblower law. (b) During the term of employment, and for a period of one year following termination of such employment for any reason or payment of any compensation, whichever occurs last, Employee shall not engage, directly or indirectly (which includes, without limitation, owning, managing, operating, controlling, being employed by, giving financial assistance to, participating in or being connected in any material way with any person or entity), anywhere in the United States in any activities with KeHe Distributors, LLC (or any subsidiary or Affiliated entity thereof), any other company which is a direct competitor of the Company and any other company that conducts any business for which the Employee is uniquely qualified to serve as a member of senior management as a result of his service to the Company, which for purposes of this Agreement shall mean the following companies: C&S Wholesale Grocers, Inc., (or any subsidiary or Affiliated entity thereof) with respect to (i) the Company’s activities on the date hereof and/or (ii) any activities which the Company becomes involved in during the Employee’s term of employmentequitable relief; provided, however, that Employee’s ownership as a passive investor of less than five percent this shall in no way limit any other remedies which Company may have (5%) of the issued and outstanding stock of a publicly held corporation so engagedincluding, shall not by itself be deemed to constitute such competition. Further, during such one-year period Employee shall not act to induce any of the Company’s vendors, customers or employees to take action that might be disadvantageous to the Company or otherwise disturb such party’s relationship with the Company. (c) Employee hereby acknowledges that Employee will treat as for the Company’s sole benefit, and fully and promptly disclose and assign to the Company without additional compensation, all ideas, information, discoveries, inventions and improvements which are based upon or related to any confidential information protected under Section 5(a) herein, and which are made, conceived or reduced to practice by Employee during Employee’s employment by the Company and within one year after termination thereof. The provisions of this subsection (c) shall apply whether such ideas, discoveries, inventions, improvements or knowledge are conceived, made or gained by Employee alone or with others, whether during or after usual working hours, either on or off the job, directly or indirectly related to the Company’s business interests (including potential business interests), and whether or not within the realm of Employee’s duties. (d) Employee shall, upon request of the Company, but at no expense to Employee, at any time during or after employment by the Company, sign all instruments and documents and cooperate in such other acts reasonably required to protect rights to the ideas, discoveries, inventions, improvements and knowledge referred to above, including applying for, obtaining and enforcing patents and copyrights thereon in any and all countries. (e) The Employee recognizes that the possible restrictions on the Employee’s activities which may occur as a result of the Employee’s performance of the Employee’s obligations under Sections 5(a) and (b) of this Agreement are required for the reasonable protection of the Company and its investments, and the Employee expressly acknowledges that such restrictions are fair and reasonable for that purpose. The Employee acknowledges that money damages would not be an adequate or sufficient remedy for any breach of Sections 5(a) and (b), and that in the event of a breach or threatened breach of Sections 5(a) and (b)limitation, the Company, in addition right to other rights and remedies existing in its favor, shall be entitled, as a matter of right, to injunctive relief, including specific performance, from a court of competent jurisdiction in order to enforce, or prevent any violations of, the provisions of Sections 5(a) and (bseek monetary damages). The terms of this Section 5(e) shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, including but not limited to the recovery of damages from the Employee. If any of the provisions of this Agreement are held to be in any respect an unreasonable restriction upon Employee then they shall be deemed to extend only over the maximum period of time, geographic area, and/or range of activities as to which they may be enforceable. The Employee expressly agrees that all payments and benefits due the Employee under this Agreement shall be subject to the Employee’s compliance with the provisions set forth in this Section 5. (f) Except with respect to any shorter term as expressly provided herein, this Section 5 shall survive the expiration or earlier termination of Employee’s relationship with the Company for a period of ten (10) years.

Restrictive Covenants. Employee covenants with (i) Vittoria understands and agrees that the Company as follows (as used in this Section 5, "Company" shall include Confidential Information constitutes a valuable asset of the Company and its subsidiaries affiliated entities, and Affiliates): (a) Employee may not be converted to Vittoria's own use or converted by Vittoria for the use of any other Person. Accordingly, Vittoria hereby agrees that Vittoria shall not not, directly or indirectly, at any time during the Restricted Period or thereafter, reveal, divulge or disclose or reveal to any unauthorized person Person not expressly authorized by the Company any Confidential Information, and Vittoria shall not, at any time during the Restricted Period or knowingly thereafter, directly or indirectly, use for Employee’s own benefit, or make use of any trade secret or Confidential Information in connection with any business activity other confidential information relating to than that of the Company. The parties acknowledge and agree that this Agreement is not intended to, and does not, alter either the Company's rights or to Vittoria's obligations under any of the businesses operated by it, state or federal statutory or common law including, without limitation, any state or federal statutory or common law regarding trade secrets and unfair trade practices. (ii) Vittoria shall not, during the Restricted Period, directly or indirectly, for himself or on behalf of or in conjunction with any other Person, (x) engage, as an officer, director, shareholder, owner, partner, joint venturer or in a managerial capacity whether as an employee, independent contractor, consultant or advisor, or as sales representative, in any noncommercial property management, rental or sales business or hotel management business in direct competition with the Company or any subsidiary of the Company, within one hundred (100) miles of the locations in which the Company or any of the Company's subsidiaries conducts any noncommercial property management, rental or sales business or hotel management business (the "TERRITORY"), or (y) call upon any Person which is at that time, or which has been, within one (1) year prior to that time, a customer listsof the Company (including the subsidiaries thereof) within the Territory for the purpose of providing noncommercial property management, customer needsrental or sales services to property owners and/or renters in direct competition with the Company or any subsidiary of the Company within the Territory. The foregoing shall not be deemed to prohibit Vittoria from acquiring as an investment not more than two percent (2%) of the capital stock of a competing business whose stock is traded on a national securities exchange or over-the-counter. (iii) All records, price and performance informationdesigns, processes, specifications, hardware, software, devices, supply sources and characteristicspatents, business opportunitiesplans, potential business interestsfinancial statements, marketingmanuals, promotional pricing memoranda, lists and financing techniquesother property delivered to or compiled by Vittoria by or on behalf of the Company or its representatives, vendors or other information relating customers which pertain to the business of the Company, Company shall be and Employee confirms that such information constitutes the exclusive property of the Company. Such restrictions shall not apply to information which is generally (i) available remain in the industry or (ii) disclosed through no fault of Employee or (iii) required to be disclosed pursuant to applicable law or regulation or the order of a governmental or regulatory body (provided that the Company is given reasonable notice of any such required disclosure). Employee agrees that Employee will return to the Company upon request, but in any event upon termination of employment, any physical embodiment of any confidential information and/or any summaries containing any confidential information, in whole in part, in any media. For the avoidance of doubt, nothing in this Agreement is intended to impair the Employee’s rights to make disclosures under any applicable Federal whistleblower law. (b) During the term of employment, and for a period of one year following termination of such employment for any reason or payment of any compensation, whichever occurs last, Employee shall not engage, directly or indirectly (which includes, without limitation, owning, managing, operating, controlling, being employed by, giving financial assistance to, participating in or being connected in any material way with any person or entity), anywhere in the United States in any activities with KeHe Distributors, LLC (or any subsidiary or Affiliated entity thereof), any other company which is a direct competitor property of the Company and any be subject at all times to its discretion and control. Likewise, all correspondence, reports, records, charts, advertising materials and other company that conducts any business for which the Employee is uniquely qualified to serve as a member of senior management as a result of his service similar data pertaining to the Companybusiness, which for purposes activities or future plans of this Agreement shall mean the following companies: C&S Wholesale Grocers, Inc., (or any subsidiary or Affiliated entity thereof) with respect to (i) the Company’s activities on the date hereof and/or (ii) any activities which the Company becomes involved in during the Employee’s term of employment; provided, however, that Employee’s ownership as a passive investor of less than five percent (5%) of the issued and outstanding stock of a publicly held corporation so engaged, which is collected by Vittoria shall not by itself be deemed to constitute such competition. Further, during such one-year period Employee shall not act to induce any of the Company’s vendors, customers or employees to take action that might be disadvantageous to the Company or otherwise disturb such party’s relationship with the Company. (c) Employee hereby acknowledges that Employee will treat as for the Company’s sole benefit, and fully and delivered promptly disclose and assign to the Company without additional compensation, all ideas, information, discoveries, inventions and improvements which are based request by it upon or related to any confidential information protected under Section 5(a) herein, and which are made, conceived or reduced to practice by Employee during Employee’s employment by the Company and within one year after termination thereof. The provisions of this subsection (c) shall apply whether such ideas, discoveries, inventions, improvements or knowledge are conceived, made or gained by Employee alone or with others, whether during or after usual working hours, either on or off the job, directly or indirectly related to the Company’s business interests (including potential business interests), and whether or not within the realm of Employee’s dutiesAgreement. (d) Employee shall, upon request of the Company, but at no expense to Employee, at any time during or after employment by the Company, sign all instruments and documents and cooperate in such other acts reasonably required to protect rights to the ideas, discoveries, inventions, improvements and knowledge referred to above, including applying for, obtaining and enforcing patents and copyrights thereon in any and all countries. (e) The Employee recognizes that the possible restrictions on the Employee’s activities which may occur as a result of the Employee’s performance of the Employee’s obligations under Sections 5(a) and (b) of this Agreement are required for the reasonable protection of the Company and its investments, and the Employee expressly acknowledges that such restrictions are fair and reasonable for that purpose. The Employee acknowledges that money damages would not be an adequate or sufficient remedy for any breach of Sections 5(a) and (b), and that in the event of a breach or threatened breach of Sections 5(a) and (b), the Company, in addition to other rights and remedies existing in its favor, shall be entitled, as a matter of right, to injunctive relief, including specific performance, from a court of competent jurisdiction in order to enforce, or prevent any violations of, the provisions of Sections 5(a) and (b). The terms of this Section 5(e) shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, including but not limited to the recovery of damages from the Employee. If any of the provisions of this Agreement are held to be in any respect an unreasonable restriction upon Employee then they shall be deemed to extend only over the maximum period of time, geographic area, and/or range of activities as to which they may be enforceable. The Employee expressly agrees that all payments and benefits due the Employee under this Agreement shall be subject to the Employee’s compliance with the provisions set forth in this Section 5. (f) Except with respect to any shorter term as expressly provided herein, this Section 5 shall survive the expiration or earlier termination of Employee’s relationship with the Company for a period of ten (10) years.

Restrictive Covenants. Employee covenants 7.1. Contemporaneously with the execution of this Agreement, the Director agrees to deliver to the Company as follows an executed version of the Company’s Employee Proprietary Information and Inventions Assignment Agreement that was referred to in his Services Agreement (as used the “Company's Employee Proprietary Information and Assignment Agreement”) and the Director confirms that the Company's Employee Proprietary Information and Inventions Assignment Agreement shall remain in full force and effect following the date of this Section 5Agreement. 7.2. Without prejudice to the confidentiality provisions of the Company's Employee Proprietary Information and Inventions Assignment Agreement, "Company" the Director shall include observe confidentiality with respect to all information, know-how and data relating to the Company and its subsidiaries affiliates that is confidential and Affiliates): (a) Employee shall not disclose or reveal to any unauthorized person or knowingly use for Employee’s own benefit, any trade secret or other confidential information relating to the Company, or to any of the businesses operated by it, including, without limitation, any customer lists, customer needs, price and performance such information, processes, specifications, hardware, software, devices, supply sources know-how and characteristics, business opportunities, potential business interests, marketing, promotional pricing and financing techniques, or other information relating data. 7.3. The Director confirms that he has no intellectual property rights related to the business of the CompanyCompany and its affiliates. 7.4. In consideration for the portion of the consideration provided under this Agreement to which the Director is not otherwise entitled, and Employee confirms that such information constitutes in order to protect the exclusive property of the Company. Such restrictions shall not apply to information which is generally (i) available in the industry or (ii) disclosed through no fault of Employee or (iii) required to be disclosed pursuant to applicable law or regulation or the order of a governmental or regulatory body (provided that the Company is given reasonable notice of any such required disclosure). Employee agrees that Employee will return to the Company upon request, but in any event upon termination of employment, any physical embodiment value of any confidential information and/or any summaries containing any confidential informationof the Company to which the Director was provided access during his employment with the Company, in whole in partthe Director agrees that, in any media. For from the avoidance of doubtdate hereof and during the 12 (twelve) month period following the Termination Date, nothing in this Agreement is intended to impair the Employee’s rights to make disclosures under any applicable Federal whistleblower law. (b) During the term of employment, and for a period of one year following termination of such employment for any reason or payment of any compensation, whichever occurs last, Employee shall not engageDirector will not, directly or indirectly indirectly, on Director's own behalf or for the benefit of any other individual or entity: (which includesa) operate, without limitationconduct, owning, managing, operating, controlling, being employed by, giving financial assistance to, participating engage in or being connected in any material way with any person or entity), anywhere in own (except as the United States in any activities with KeHe Distributors, LLC (or any subsidiary or Affiliated entity thereof), any other company which is a direct competitor holder of not more than 1% of the Company and any other company that conducts any business for which the Employee is uniquely qualified to serve as a member of senior management as a result of his service to the Company, which for purposes of this Agreement shall mean the following companies: C&S Wholesale Grocers, Inc., (or any subsidiary or Affiliated entity thereof) with respect to (i) the Company’s activities on the date hereof and/or (ii) any activities which the Company becomes involved in during the Employee’s term of employment; provided, however, that Employee’s ownership as a passive investor of less than five percent (5%) of the issued and outstanding stock of a publicly publicly-held corporation so engagedcompany), shall not or prepare to operate, conduct, engage in or own any business or enterprise that develops, manufactures, markets, licenses, sells or otherwise provides, or is preparing to develop, manufacture, market, license, sell or otherwise provide any product or service that relates to bispecific, trispecific or other multispecific antibody therapeutics and competes with any product or service developed, manufactured, marketed, licensed, sold or otherwise provided, or planned to be developed, manufactured, marketed, licensed, sold or otherwise provided, by itself be deemed to constitute such competition. Further, during such one-year period Employee shall not act to induce the Company or any of the Company’s vendors, customers or employees to take action that might be disadvantageous its subsidiaries while Director was providing services to the Company (the Competing Business) or otherwise disturb such party’s relationship with (b) participate in, render services to, or assist any individual or entity that engages in a Competing Business in any capacity (whether as an employee, manager, consultant, director, officer, contractor, or otherwise) (A) which involve the Company. (c) Employee hereby acknowledges that Employee will treat as same or similar types of services Director performed for the Company’s sole benefit, and fully and promptly disclose and assign to the Company without additional compensation, all ideas, information, discoveries, inventions and improvements which are based upon or related to any confidential information protected under Section 5(a) herein, and which are made, conceived or reduced to practice by Employee during Employee’s employment by the Company and within one year after termination thereof. The provisions of this subsection (c) shall apply whether such ideas, discoveries, inventions, improvements or knowledge are conceived, made or gained by Employee alone or with others, whether during or after usual working hours, either on or off the job, directly or indirectly related to the Company’s business interests (including potential business interests), and whether or not within the realm of Employee’s duties. (d) Employee shall, upon request of the Company, but at no expense to Employee, at any time during the last two years of his services to or after employment by engagement with the Company, sign all instruments and documents and cooperate Company or (B) in such other acts which Director could reasonably required be expected to protect rights to the ideas, discoveries, inventions, improvements and knowledge referred to above, including applying for, obtaining and enforcing patents and copyrights thereon in any and all countries. (e) The Employee recognizes that the possible restrictions on the Employee’s activities which may occur as a result use or disclose proprietary information of the Employee’s performance Com- pany or any of the Employee’s obligations under Sections 5(aits subsidiaries, in each case (a) and (b) limited to each city, county, state, territory and country in which (x) Director provided services or had a material presence or influence at any time during the last two years of this Agreement are required Director's services to or engagement with the Company or (y) the Company or any of its subsidiaries is engaged in or has plans to engage in the Competing Business as of the date hereof. 7.5. From the date hereof and during the 18 (eighteen) month period following the Termination Date (the Nonsolicitation Restricted Period), Director will not, directly or indirectly, on Director's own behalf or for the reasonable protection benefit of any other individual or entity: (i) solicit, encourage, induce or attempt to induce or assist others to solicit, encourage, induce or attempt to induce any employees, consultants or independent contractors of the Company and or any of its investmentssubsidiaries to terminate their employment or other engagement with the Company or any of its subsidiaries; (ii) hire, and or recruit or attempt to hire, or engage or attempt to engage as an independent contractor, any person who was employed or otherwise engaged by the Employee expressly acknowledges that such restrictions are fair and reasonable for that purpose. The Employee acknowledges that money damages would not be an adequate Company or sufficient remedy for any breach of Sections 5(a) and (b), and that in its subsidiaries at any time during the event term of a breach or threatened breach of Sections 5(a) and (b), Director's employment with the Company; provided, in addition to other rights and remedies existing in its favor, shall be entitled, as a matter of right, to injunctive relief, including specific performance, from a court of competent jurisdiction in order to enforce, or prevent any violations of, the provisions of Sections 5(a) and that this clause (b). The terms of this Section 5(eii) shall not prevent apply to the recruitment or hiring or other engagement of any individual whose employment or other engagement with the Company from pursuing or any other available remedies of its subsidiaries has been terminated for a period of six months or longer; (iii) solicit, divert or take away, or attempt to divert or take away, the business of any breach customer or threatened breach hereof, including but not limited client of the Company or any of its subsidiaries (served by the Company or any of its subsidiaries during the 12-month period prior to the recovery termination of damages from Director's services to the EmployeeCompany); or (iv) cause or encourage any vendor or supplier to reduce or cease doing business with the Company or any of its subsidiaries. If Without limiting the Company's ability to seek other remedies available in law or equity, if Director violates any of the provisions of this Agreement are held clause 7.5, the Nonsolicitation Restricted Period shall be extended by one day for each day that Director is in violation of such provisions, up to a maximum extension equal to the length of the Nonsolicitation Restricted Period, so as to give the Company the full benefit of the bargained- for length of forbearance. 7.6. If any provision of clause 7.4 or 7.5 shall be determined to be in unenforceable by any respect an unreasonable restriction upon Employee then they court of competent jurisdiction or arbitrator by reason of its extending for too great a period of time or over too large a geographic area or over too great a range of activities, it shall be deemed interpreted to extend only over the maximum period of time, geographic area, and/or area or range of activities as to which they it may be enforceable. The Employee expressly agrees that all payments and benefits due the Employee under this Agreement shall be subject to the Employee’s compliance with the provisions set forth in this Section 5. (f) Except with respect to any shorter term as expressly provided herein, this Section 5 shall survive the expiration or earlier termination of Employee’s relationship with the Company for a period of ten (10) years.

Restrictive Covenants. Employee covenants with the Company as follows (as used in this Section 5, "Company" shall include the Company and its subsidiaries and Affiliates): (a) Employee shall not disclose or reveal In order for Buyer to any unauthorized person or knowingly use for Employee’s own benefit, any trade secret or other confidential information relating to protect and preserve the Company, or to any value of the businesses operated by it, including, without limitation, any customer lists, customer needs, price and performance information, processes, specifications, hardware, software, devices, supply sources and characteristics, business opportunities, potential business interests, marketing, promotional pricing and financing techniques, or other information relating to the business of the CompanyPurchased Assets, and Employee confirms that such information constitutes the exclusive property of the Company. Such restrictions shall not apply as a material inducement to information which is generally (i) available in the industry or (ii) disclosed through no fault of Employee or (iii) required Buyer to be disclosed pursuant to applicable law or regulation or the order of a governmental or regulatory body (provided that the Company is given reasonable notice of any such required disclosure). Employee enter into this Agreement, Seller agrees that Employee will return to the Company upon request, but in any event upon termination of employment, any physical embodiment of any confidential information and/or any summaries containing any confidential information, in whole in part, in any media. For the avoidance of doubt, nothing in this Agreement is intended to impair the Employee’s rights to make disclosures under any applicable Federal whistleblower law. (b) During the term of employment, and for a period of one year five (5) years following termination of such employment for any reason or payment of any compensation, whichever occurs last, Employee shall not engage, directly or indirectly the Closing Date (which includes, without limitation, owning, managing, operating, controlling, being employed by, giving financial assistance to, participating in or being connected in any material way with any person or entitythe “Restricted Period”), anywhere in the United States in they will not, and will not permit any activities with KeHe Distributors, LLC (or any subsidiary or Affiliated entity thereof), any other company which is a direct competitor of the Company and any other company that conducts any business for which the Employee is uniquely qualified to serve as a member of senior management as a result of his service to the Company, which for purposes of this Agreement shall mean the following companies: C&S Wholesale Grocers, Inc., (or any subsidiary or Affiliated entity thereof) with respect to their respective affiliates to: (i) directly or indirectly, solicit or encourage any employee or independent contractor of Seller or Buyer, or any of their respective affiliates, to resign or otherwise leave the Company’s activities on the date hereof and/or (ii) employment or engagement of Buyer or any activities which the Company becomes involved in during the Employee’s term of employmentits affiliates; provided, however, that Employee’s ownership as a passive investor of less than five percent (5%) of the issued and outstanding stock of a publicly held corporation so engaged, shall not by itself be deemed to constitute such competition. Further, during such one-year period Employee shall not act to induce any of the Company’s vendors, customers or employees to take action that might be disadvantageous to the Company or otherwise disturb such party’s relationship with the Company. (c) Employee hereby acknowledges that Employee will treat as for the Company’s sole benefit, and fully and promptly disclose and assign to the Company without additional compensation, all ideas, information, discoveries, inventions and improvements which are based upon or related to any confidential information protected under Section 5(a) herein, and which are made, conceived or reduced to practice by Employee during Employee’s employment by the Company and within one year after termination thereof. The provisions of this subsection (c) shall apply whether such ideas, discoveries, inventions, improvements or knowledge are conceived, made or gained by Employee alone or with others, whether during or after usual working hours, either on or off the job, directly or indirectly related to the Company’s business interests (including potential business interests), and whether or not within the realm of Employee’s duties. (d) Employee shall, upon request of the Company, but at no expense to Employee, at any time during or after employment by the Company, sign all instruments and documents and cooperate in such other acts reasonably required to protect rights to the ideas, discoveries, inventions, improvements and knowledge referred to above, including applying for, obtaining and enforcing patents and copyrights thereon in any and all countries. (e) The Employee recognizes that the possible restrictions on the Employee’s activities which may occur as a result of the Employee’s performance of the Employee’s obligations under Sections 5(a) and (b) of this Agreement are required for the reasonable protection of the Company and its investments, and the Employee expressly acknowledges that such restrictions are fair and reasonable for that purpose. The Employee acknowledges that money damages would not be an adequate or sufficient remedy for any breach of Sections 5(a) and (b), and that in the event of a breach or threatened breach of Sections 5(a) and (b), the Company, in addition to other rights and remedies existing in its favor, shall be entitled, as a matter of right, to injunctive relief, including specific performance, from a court of competent jurisdiction in order to enforce, or prevent any violations of, the provisions of Sections 5(a) and (b). The terms of this Section 5(e5.07(a)(i) shall not prevent the Company prohibit Seller from pursuing (A) soliciting, recruiting or hiring, or attempting to solicit, recruit, or hire, any other available remedies for any breach or threatened breach hereof, including but not limited individual who responds to general advertisements and job listings disseminated to the recovery public at large or who responds to a solicitation from a public search firm acting without any direct or indirect involvement by or information provided by Seller; or (B) hiring any individual that was an employee of damages from the Employee. If Buyer after such individual has not been employed by Buyer or any of the provisions of this Agreement are held to be in any respect an unreasonable restriction upon Employee then they shall be deemed to extend only over the maximum period of time, geographic area, and/or range of activities as to which they may be enforceable. The Employee expressly agrees that all payments and benefits due the Employee under this Agreement shall be subject to the Employee’s compliance with the provisions set forth in this Section 5. (f) Except with respect to any shorter term as expressly provided herein, this Section 5 shall survive the expiration or earlier termination of Employee’s relationship with the Company Affiliate thereof for a period of ten nine (109) yearsmonths; (ii) directly or indirectly, hire or engage any employee or independent contractor of Seller or Buyer, or any of their respective affiliates, to perform services other than for the benefit of Buyer or any of its affiliates; provided, however, that this Section 5.07(a)(ii) shall not prohibit Seller from (A) soliciting, recruiting or hiring, or attempting to solicit, recruit, or hire, any individual who responds to general advertisements and job listings disseminated to the public at large or who responds to a solicitation from a public search firm acting without any direct or indirect involvement by or information provided by Seller; or (B) hiring any individual that was an employee of Buyer after such individual has not been employed by Buyer or any Affiliate thereof for a period of nine (9) months; (iii) directly or indirectly, solicit or entice, or attempt to solicit or entice, any clients or customers of Seller or Buyer, or any of their respective affiliates, or potential clients or customers of Seller or Buyer, or any of their respective affiliates, for purposes of diverting their business or services from Buyer or any of its affiliates; and (iv) directly or indirectly, own any interest in, manage, control, participate in (whether as an officer, director, employee, partner, member, agent, representative or otherwise), consult with, render services for, or in any other manner engage in any Competitive Business (as defined below) anywhere in North America; provided, however, that nothing herein shall prohibit Seller from being a passive owner of not more than 1% of the outstanding capital stock of any class of any entity which is publicly traded so long as Seller does not actively participate in the management or operations of such entity. “Competitive Business” shall mean the Business and any business engaged directly or indirectly in the delivery of any of the products or services that are offered or delivered by Seller or Buyer, or any of their respective affiliates; provided, however, that Competitive Business shall exclude installation services performed incidental to products or services related to Seller’s retained cybersecurity-related services .

Restrictive Covenants. Employee covenants with (i) For a period of one (1) year from and after the Effective Date, the Seller undertakes that it will not have any direct or indirect interest, through any investment in, or any participation with, any other entity or act as agent or distributor of any other entity, which sells, markets or distributes in the retail or wholesale markets in Japan the Products (as defined in the Shareholders Agreement) distributed by the Company as follows of the Closing Date or any products marketed by or under the brands listed on Schedule 3, except that the matters set forth in paragraphs (as used in 1), (2), (3), (4) and (5) of the Waiver Letter shall constitute exceptions to this Section 5, "Company" shall include the Company and its subsidiaries and Affiliates):5(e). (aii) Employee For a period of two (2) years from and after the Closing Date, (x) the Seller undertakes that it will not and shall ensure that its Affiliates will not disclose directly or reveal indirectly and whether on its own behalf or on behalf of any other Person canvass, solicit or attempt to any unauthorized person or knowingly use for Employee’s own benefit, any trade secret or other confidential information relating to entice away from the Company, or offer or cause to be offered any employment in any capacity to any person employed by the Company (whether or not such person would thereby breach his employment or appointment terms) and (y) the Buyer undertakes that it will not and shall ensure that its Affiliates will not directly or indirectly and whether on its own behalf or on behalf of any other Person canvass, solicit or attempt to entice away from the Seller, or offer or cause to be offered any employment in any capacity to any person employed by the Seller (whether or not such person would thereby breach his employment or appointment terms); provided, however that this provision shall not restrict either Party from making general solicitations to the public by way of advertisements in the media; and provided further that this provision shall not be deemed to prohibit the Buyer or its Affiliates from employing any of the businesses operated by it, including, without limitation, any customer lists, customer needs, price Sumitomo Secondees who affirmatively seek such employment so long as Buyer and performance information, processes, specifications, hardware, software, devices, supply sources and characteristics, business opportunities, potential business interests, marketing, promotional pricing and financing techniques, or other information relating to the business of the Company, and Employee confirms that such information constitutes the exclusive property of the Company. Such restrictions shall not apply to information which is generally (i) available in the industry or (ii) disclosed through no fault of Employee or its Affiliates otherwise comply with this Section 5(e)(ii). (iii) required Seller undertakes to be disclosed pursuant to applicable law or regulation or the order of a governmental or regulatory body (provided that Coach Parties and the Company is given reasonable notice of any such required disclosure). Employee agrees that Employee it will return to the Company upon request, but in any event upon termination of employment, any physical embodiment of any confidential information and/or any summaries containing any confidential information, in whole in part, in any media. For the avoidance of doubt, nothing in this Agreement is intended to impair the Employee’s rights to make disclosures under any applicable Federal whistleblower law. (b) During the term of employmentnot, and for a period will make commercially reasonable best efforts to ensure that its Affiliates, shareholders, officers, employees or agents will not, do any act or thing that would reasonably be expected to damage the reputation of one year following termination of such employment for any reason the Coach Parties or payment of any compensation, whichever occurs last, Employee shall not engage, directly or indirectly (which includes, without limitation, owning, managing, operating, controlling, being employed by, giving financial assistance to, participating in or being connected in any material way with any person or entity), anywhere in the United States in any activities with KeHe Distributors, LLC (or any subsidiary or Affiliated entity thereof), any other company which is a direct competitor of the Company and will not make or publish or cause to be made or published to anyone in any other company that conducts circumstances any business for which disparaging remarks concerning the Employee is uniquely qualified to serve as a member of senior management as a result of his service to the Company, which for purposes of this Agreement shall mean the following companies: C&S Wholesale Grocers, Inc., (Coach Parties or any subsidiary or Affiliated entity thereof) with respect to (i) the Company’s activities on the date hereof and/or (ii) any activities which the Company becomes involved in during the Employee’s term of employment; provided, however, that Employee’s ownership as a passive investor of less than five percent (5%) of the issued and outstanding stock of a publicly held corporation so engaged, shall not by itself be deemed to constitute such competition. Further, during such one-year period Employee shall not act to induce any of the Company’s vendors, customers or employees to take action that might be disadvantageous to the Company or otherwise disturb such party’s relationship with the Company. (civ) Employee hereby acknowledges Each of the Coach Parties and the Company undertakes to the Seller that Employee it will treat as for the Company’s sole benefitnot, and fully will make commercially reasonable best efforts to ensure that its Affiliates, shareholders, officers, employees or agents will not, do any act or thing that would reasonably be expected to damage the reputation of the Seller or its Affiliates and promptly disclose and assign will not make or publish or cause to the Company without additional compensation, all ideas, information, discoveries, inventions and improvements which are based upon or related to any confidential information protected under Section 5(a) herein, and which are made, conceived or reduced to practice by Employee during Employee’s employment by the Company and within one year after termination thereof. The provisions of this subsection (c) shall apply whether such ideas, discoveries, inventions, improvements or knowledge are conceived, be made or gained by Employee alone published to anyone in any circumstances any disparaging remarks concerning the Seller or with others, whether during or after usual working hours, either on or off the job, directly or indirectly related to the Company’s business interests (including potential business interests), and whether or not within the realm of Employee’s dutiesits Affiliates. (dv) Employee shall, upon request If the final judgment of the Company, but at no expense to Employee, at any time during or after employment by the Company, sign all instruments and documents and cooperate in such other acts reasonably required to protect rights to the ideas, discoveries, inventions, improvements and knowledge referred to above, including applying for, obtaining and enforcing patents and copyrights thereon in any and all countries. (e) The Employee recognizes that the possible restrictions on the Employee’s activities which may occur as a result of the Employee’s performance of the Employee’s obligations under Sections 5(a) and (b) of this Agreement are required for the reasonable protection of the Company and its investments, and the Employee expressly acknowledges that such restrictions are fair and reasonable for that purpose. The Employee acknowledges that money damages would not be an adequate or sufficient remedy for any breach of Sections 5(a) and (b), and that in the event of a breach or threatened breach of Sections 5(a) and (b), the Company, in addition to other rights and remedies existing in its favor, shall be entitled, as a matter of right, to injunctive relief, including specific performance, from a court of competent jurisdiction in order to enforce, declares that any term or prevent any violations of, the provisions of Sections 5(a) and (b). The terms provision of this Section 5(e) is invalid or unenforceable, the Parties agree that the court making the determination of invalidity or unenforceability shall not prevent have the Company from pursuing power to reduce the scope, duration, or area of that term or provision, to delete specific words or phrases, or to replace any other available remedies for any breach invalid or threatened breach hereof, including but not limited unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the recovery of damages from the Employee. If any intention of the provisions of this Agreement are held to be in any respect an unreasonable restriction upon Employee then they shall be deemed to extend only over the maximum period of timeinvalid or unenforceable term or provision, geographic area, and/or range of activities as to which they may be enforceable. The Employee expressly agrees that all payments and benefits due the Employee under this Agreement shall be subject to the Employee’s compliance with the provisions set forth in this Section 5. (f) Except with respect to any shorter term enforceable as expressly provided herein, this Section 5 shall survive so modified after the expiration or earlier termination of Employee’s relationship with the Company for a period of ten (10) yearstime within which the judgment may be appealed.

Restrictive Covenants. Employee covenants with 10.1 The Executive acknowledges that (i) the Company as follows (as used in this Section 5, "Company" shall business activities of the Enamelon Group include and are expected to include the Company and its subsidiaries and Affiliates): (a) Employee shall not disclose or reveal to any unauthorized person or knowingly use for Employee’s own benefitdevelopment, any trade secret or other confidential information relating to the Company, or to any of the businesses operated by it, including, without limitation, any customer lists, customer needs, price and performance information, processes, specifications, hardware, software, devices, supply sources and characteristics, business opportunities, potential business interestsmanufacture, marketing, promotional pricing and financing techniquessale of dentifrice and other oral products intended to enhance remineralization of teeth ("Remineralization Products") based on the Company's licensed and patented technologies throughout the world, or other information relating to (ii) he will have a major responsibility for the development, management and operation of the business of the Company, and Employee confirms that such (iii) the Company's business is intended to be international in scope, (iv) his employment by the Company will bring him into close contact with confidential information constitutes the exclusive property of the Company, its Subsidiaries, its customers, and its suppliers, (v) the agreements and covenants contained in this Section 10 are essential to protect the business interests of the Company and the Company would not enter into this Agreement but for such agreements and covenants, and (vi) he has means to support himself and his dependents other than by engaging in the business of developing, manufacturing, marketing and selling Remineralizing Products. Such restrictions Accordingly, the Executive agrees as follows: 10.1.1 Except as otherwise specifically provided for in this Agreement, throughout the Employment Period and the Post-Termination Period (as such terms are defined in Subsection 10.2) the Executive shall not apply to information which is generally not, directly or indirectly, (i) available engage, in any country in the industry world in which the Company is engaged in business, in any business in which the Company is engaged or in which the Company is planning to engage, in each case at the beginning of the Post- Termination Period (a "Competing Business") or (ii) disclosed through no fault without limiting the generality of Employee clause (i) above, be or (iii) required become, or agree to be disclosed pursuant to applicable law or regulation become, interested in or the order of a governmental or regulatory body (provided that the Company is given reasonable notice of any such required disclosure). Employee agrees that Employee will return to the Company upon request, but in any event upon termination of employment, any physical embodiment of any confidential information and/or any summaries containing any confidential information, in whole in partassociated with, in any media. For the avoidance of doubt, nothing in this Agreement is intended to impair the Employee’s rights to make disclosures under any applicable Federal whistleblower law. capacity (b) During the term of employment, and for a period of one year following termination of such employment for any reason or payment of any compensation, whichever occurs last, Employee shall not engage, directly or indirectly (which includesincluding, without limitation, owningas a partner, managingshareholder, operatingowner, controllingofficer, being employed bydirector, giving financial assistance toexecutive, participating in principal, agent, creditor, trustee, consultant, co-venturer or being connected in any material way with any person or entity), anywhere in the United States in any activities with KeHe Distributors, LLC (or any subsidiary or Affiliated entity thereofotherwise), any individual, corporation, firm, association, partnership, joint venture or other company business entity, which is a direct competitor of the Company and engaged in or which is planning to engage in any other company that conducts any business for which the Employee is uniquely qualified to serve as a member of senior management as a result of his service to the Company, which for purposes of this Agreement shall mean the following companies: C&S Wholesale Grocers, Inc., (or any subsidiary or Affiliated entity thereof) with respect to (i) the Company’s activities on the date hereof and/or (ii) any activities which the Company becomes involved in during the Employee’s term of employmentCompeting Business; provided, however, that Employee’s ownership the Executive may own, solely as a passive investor an investment, securities of less than five percent (5%) of the issued and outstanding stock of a any publicly held corporation so engagedtraded on any national securities exchange in the United States of America, shall if the Executive is not by itself be deemed to constitute a controlling person of or member of a group that controls, such competition. Furthercorporation and does not, during directly or indirectly, own more than 1% of any class of securities of such one-year period Employee shall not act to induce any of the Company’s vendors, customers or employees to take action that might be disadvantageous to the Company or otherwise disturb such party’s relationship with the Companycorporation. (c) Employee hereby acknowledges that Employee will treat as for 10.1.2 Throughout the Company’s sole benefitEmployment Period and the Post-Termination Period, and fully and promptly disclose and assign to the Company without additional compensation, all ideas, information, discoveries, inventions and improvements which are based upon or related to any confidential information protected under Section 5(a) herein, and which are made, conceived or reduced to practice by Employee during Employee’s employment by the Company and within one year after termination thereof. The provisions of this subsection (c) Executive shall apply whether such ideas, discoveries, inventions, improvements or knowledge are conceived, made or gained by Employee alone or with others, whether during or after usual working hours, either on or off the jobnot, directly or indirectly related (i) induce or attempt to influence any employee of the Company’s business interests Enamelon Group to leave its employ, (including potential business interests)ii) aid or agree to aid any competitor, and whether customer or not supplier of the Enamelon Group in any attempt to hire any person who shall have been employed by the Enamelon Group within the realm one (1) year period preceding such requested aid, or (iii) induce or attempt to influence any person or business entity who was a client or supplier of Employee’s dutiesthe Enamelon Group during any portion of such period to transact business with a competitor of the Enamelon Group in a Competing Business. (d) Employee shall10.1.3 Throughout the Employment Period and thereafter, upon request the Executive shall not disclose to anyone any information about the affairs of any member of the CompanyEnamelon Group, but at no expense to Employeeincluding without limitation, at any time during or after employment by the Company, sign all instruments and documents and cooperate in such other acts reasonably required to protect rights to the ideas, discoveriestrade secrets, inventions, improvements customer lists, client lists, business plans, operational methods, pricing policies, marketing plans, sales plans, identity of suppliers, or other financial information not publicly disclosed and knowledge referred which is confidential to abovethe Enamelon Group or is not generally known in the relevant trade (collectively, including applying for"Proprietary Information"), obtaining and enforcing patents and copyrights thereon in regardless of whether the Executive developed such Proprietary Information, nor shall the Executive make use of any and all countriessuch Proprietary Information for his own benefit. (e) The Employee recognizes that 10.2 For the possible restrictions on the Employee’s activities which may occur as a result of the Employee’s performance of the Employee’s obligations under Sections 5(a) and (b) purposes of this Agreement are required for the reasonable protection of the Company and its investments, and the Employee expressly acknowledges that such restrictions are fair and reasonable for that purpose. The Employee acknowledges that money damages would not be an adequate or sufficient remedy for any breach of Sections 5(a) and (b), and that in the event of a breach or threatened breach of Sections 5(a) and (b), the Company, in addition following terms shall have respective meanings ascribed to other rights and remedies existing in its favor, shall be entitled, as a matter of right, to injunctive relief, including specific performance, from a court of competent jurisdiction in order to enforce, or prevent any violations of, the provisions of Sections 5(a) and (b). The terms of this Section 5(e) shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, including but not limited to the recovery of damages from the Employee. If any of the provisions of this Agreement are held to be in any respect an unreasonable restriction upon Employee then they shall be deemed to extend only over the maximum period of time, geographic area, and/or range of activities as to which they may be enforceable. The Employee expressly agrees that all payments and benefits due the Employee under this Agreement shall be subject to the Employee’s compliance with the provisions set forth in this Section 5. (f) Except with respect to any shorter term as expressly provided herein, this Section 5 shall survive the expiration or earlier termination of Employee’s relationship with the Company for a period of ten (10) years.them below:

Restrictive Covenants. Employee covenants with the Company as follows (as used in this Section 5, "Company" shall include the Company and its subsidiaries and Affiliates): (a) Employee Non-Competition; Non-Solicit. (i) For a period of five (5) years commencing on the Closing Date, each of the Transaction Shareholders shall not, and shall not disclose or reveal to any unauthorized person or knowingly use for Employee’s own benefit, any trade secret or other confidential information relating to the Company, or to permit any of the businesses operated by ittheir Affiliates to, including, without limitation, any customer lists, customer needs, price and performance information, processes, specifications, hardware, software, devices, supply sources and characteristics, business opportunities, potential business interests, marketing, promotional pricing and financing techniques, directly or other information relating to indirectly: (A) carry on or engage in the business of the Company, and Employee confirms that such information constitutes the exclusive property of the Company. Such restrictions shall not apply to information which is generally (i) available in the industry or (ii) disclosed through no fault of Employee or (iii) required to be disclosed pursuant to applicable law or regulation or the order of a governmental or regulatory body (provided that the Company is given reasonable notice of any such required disclosure). Employee agrees that Employee will return to the Company upon request, but in any event upon termination of employment, any physical embodiment of any confidential information and/or any summaries containing any confidential information, in whole in part, in any media. For the avoidance of doubt, nothing in this Agreement is intended to impair the Employee’s rights to make disclosures under any applicable Federal whistleblower law. (b) During the term of employment, and for a period of one year following termination of such employment for any reason or payment of any compensation, whichever occurs last, Employee shall not engage, directly or indirectly (which includes, without limitation, owning, managing, operating, controlling, being employed by, giving financial assistance to, participating in or being connected in any material way with any person or entity), anywhere in the United States in any activities with KeHe Distributors, LLC (banking or any subsidiary or Affiliated entity thereof), any other company which is a direct competitor of Similar Business within the Company and any other company that conducts any business for which the Employee is uniquely qualified to serve as a member of senior management as a result of his service to the Company, which for purposes of this Agreement shall mean the following companies: C&S Wholesale Grocers, Inc., (or any subsidiary or Affiliated entity thereof) with respect to (i) the Company’s activities on the date hereof and/or (ii) any activities which the Company becomes involved in during the Employee’s term of employmentRestricted Territory; provided, however, that Employeethe foregoing prohibition shall not preclude a Transaction Shareholder’s passive ownership as of not more than 2% of the outstanding equity securities of any company that is subject to the periodic reporting requirements of the 1934 Act; or (B) perform services for any bank, bank holding company, bank or bank holding company in organization, corporation or other Person or entity engaged in the business of banking that has a passive investor branch or office in, or conducts any banking or Similar Business in, the Restricted Territory; or (C) solicit or do banking or Similar Business with any existing customer of the Parent Companies or their Affiliates or any prospective customer of the Parent Companies or their Affiliates with whom such Transaction Shareholder has had material contact; or (D) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between the Parent Companies and customers or vendors of the Parent Companies; provided, however, that if a Transaction Shareholder owns less than five percent (5%) of a 50% equity and voting interest in a Person and does not otherwise control such Person and such Person, without any involvement or encouragement by a Transaction Shareholder, terminates its business relationship with the issued and outstanding stock of a publicly held corporation so engagedParent Companies, then such termination shall not by itself not, standing alone, be deemed to constitute such competition. Furtherviolate this subsection (D), during such one-year period Employee shall not act to induce and, provided further, that if a Transaction Shareholder terminates any of the Company’s vendors, customers or employees to take action that might be disadvantageous to the Company or otherwise disturb such party’s relationship his own personal business relationships with the CompanyParent Companies, then such termination shall not, standing alone, be deemed to violate this subsection (D), it being understood that, upon learning of a Transaction Shareholder’s intention to terminate such a personal business relationship, the Parent Companies may consider and match any competitor’s product and rate offerings in an effort to maintain the relationship; or (E) encourage or solicit any director, officer or employee of the Parent Companies or any of their Affiliates to leave his or her position or employment with the Parent Companies or any of their Affiliates for any reason, or hire any such director, officer or employee, without the prior written consent of Parent. (cii) Employee hereby acknowledges The Transaction Shareholders acknowledge that Employee will treat as for the Company’s sole benefit, and fully and promptly disclose and assign to the Company without additional compensation, all ideas, information, discoveries, inventions and improvements which are based upon a breach or related to any confidential information protected under Section 5(a) herein, and which are made, conceived or reduced to practice by Employee during Employee’s employment by the Company and within one year after termination thereof. The provisions threatened breach of this subsection (cSection 7.22(a) shall apply whether such ideaswould give rise to irreparable harm to Parent, discoveries, inventions, improvements or knowledge are conceived, made or gained by Employee alone or with others, whether during or after usual working hours, either on or off the job, directly or indirectly related to the Company’s business interests (including potential business interests), and whether or not within the realm of Employee’s duties. (d) Employee shall, upon request of the Company, but at no expense to Employee, at any time during or after employment by the Company, sign all instruments and documents and cooperate in such other acts reasonably required to protect rights to the ideas, discoveries, inventions, improvements and knowledge referred to above, including applying for, obtaining and enforcing patents and copyrights thereon in any and all countries. (e) The Employee recognizes that the possible restrictions on the Employee’s activities for which may occur as a result of the Employee’s performance of the Employee’s obligations under Sections 5(a) and (b) of this Agreement are required for the reasonable protection of the Company and its investments, and the Employee expressly acknowledges that such restrictions are fair and reasonable for that purpose. The Employee acknowledges that money monetary damages would not be an adequate or sufficient remedy for any breach of Sections 5(a) and (b)remedy, and that hereby agrees that, in the event of a breach or a threatened breach by the Transaction Shareholders of Sections 5(a) and (b)any such obligations, the CompanyParent shall, in addition to any and all other rights and remedies existing that may be available to it in its favorrespect of such breach, shall be entitled, as a matter of right, entitled to injunctive equitable relief, including a temporary restraining order, an injunction, specific performance, performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (iii) The Transaction Shareholders acknowledge that the restrictions contained in order this Section 7.22(a) are reasonable and necessary to enforceprotect the legitimate interests of Parent and constitute a material inducement to Parent to enter into this Agreement and consummate the Transaction. In the event that any covenant contained in this Section 7.22(a) should ever be adjudicated to exceed the time, geographic, product or service, or prevent any violations of, the provisions of Sections 5(a) and (b). The terms of this Section 5(e) shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, including but not limited to the recovery of damages from the Employee. If any of the provisions of this Agreement are held to be limitations permitted by applicable Law in any respect an unreasonable restriction upon Employee jurisdiction, then they any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to extend only over the maximum period of time, geographic areageographic, and/or range of activities as to which they may be enforceableproduct or service, or other limitations permitted by applicable Law. The Employee expressly agrees that all payments and benefits due the Employee under this Agreement shall be subject to the Employee’s compliance with the provisions set forth covenants contained in this Section 57.22(a) and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction. (f) Except with respect to any shorter term as expressly provided herein, this Section 5 shall survive the expiration or earlier termination of Employee’s relationship with the Company for a period of ten (10) years.

Restrictive Covenants. Employee covenants with the Company as follows (as used in this Section 5, "Company" shall include the Company and its subsidiaries and Affiliates): (a) Employee The Seller covenants that, commencing on the Closing Date and ending on the fifth anniversary of the Closing Date (the “Restricted Period”), the Seller shall not, and shall cause its Affiliates not disclose to, directly or reveal indirectly engage in the mining, marketing or sale of coal (other than sales of excess coal by the Seller’s regulated utility Affiliates), or the acquisition of any fee or leasehold interests in any mineral rights to any unauthorized person coal (other than coal bed methane or knowingly use for Employee’s own benefit, any trade secret acquisitions of fee interests or other confidential information relating leasehold interests in real property where the acquisition of rights to coal is incidental to the Companyprimary acquisition), in the State of Indiana. Neither the Seller nor its Affiliates will be precluded or restrained from engaging in (i) the purchase or development or any other activities related to any of the businesses operated by it, including, without limitation, any customer lists, customer needs, price and performance information, processes, specifications, hardware, software, devices, supply sources and characteristics, business opportunities, potential business interests, marketing, promotional pricing and financing techniquesoil or gas (including coal bed methane), or other information relating to the business of the Companyminerals (other than coal), and Employee confirms that such information constitutes the exclusive property of the Company. Such restrictions shall not apply to information which is generally (i) available in the industry or (ii) disclosed through no fault entering into any merger or acquisition with a Third Party that is directly or indirectly engaged in the mining, marketing or sale of Employee or (iii) required to be disclosed pursuant to applicable law or regulation or coal in the order State of a governmental or regulatory body (Indiana, provided that the Company primary business of such Third Party and its Affiliates is given reasonable notice a business other than the mining, marketing or sale of any such required disclosure). Employee agrees coal, and provided further, that Employee will return to the Company upon request, but in any event upon termination of employment, any physical embodiment of any confidential information and/or any summaries containing any confidential information, in whole in part, in any media. For the avoidance of doubt, nothing in this Agreement is intended to impair the Employee’s rights to make disclosures under provision shall preclude any applicable Federal whistleblower lawtransaction involving a change of control of Seller Parent. (b) During The Seller covenants that for two years following the term of employmentClosing, it shall not (and for a period of one year following termination of such shall cause its Affiliates not to), solicit the employment for any reason or payment of any compensationPerson who is during such two year period an Employee of the Purchaser, whichever occurs last, Employee shall not engage, directly or indirectly (which includes, without limitation, owning, managing, operating, controlling, being employed by, giving financial assistance to, participating in or being connected in any material way with any person or entity), anywhere in the United States in any activities with KeHe Distributors, LLC (Company or any subsidiary of its Subsidiaries, hire any such Person, or Affiliated entity thereof)persuade, induce or attempt to persuade or induce any other company which is a direct competitor such Person to leave his, her or its employment to the Company, its Subsidiaries, the Purchaser or its Affiliates; provided that nothing in this Section 6.15(b) shall prohibit the Seller or its Affiliates from hiring (i) any individual listed on Section 6.15(b) of the Seller’s Disclosure Schedule, (ii) any Employee of the Company and any other company that conducts any business for which the Employee is uniquely qualified to serve as a member of senior management or its Subsidiaries as a result of his service to the Company, which any general solicitation for purposes of this Agreement shall mean the following companies: C&S Wholesale Grocers, Inc., (or any subsidiary or Affiliated entity thereof) with respect to (i) the Company’s activities on the date hereof and/or (ii) any activities which the Company becomes involved in during the Employee’s term of employment; provided, however, that Employee’s ownership as a passive investor of less than five percent (5%) of the issued and outstanding stock of a publicly held corporation so engaged, shall employment not specifically directed at persons who are employed by itself be deemed to constitute such competition. Further, during such one-year period Employee shall not act to induce any of the Company’s vendors, customers or employees to take action that might be disadvantageous to the Company or otherwise disturb its Subsidiaries or presented to the Seller by a recruiting or search firm so long as such party’s relationship recruiting or search firm is not specifically directed to solicit persons who are employed by the Company or its Subsidiaries, (iii) any former employee of the Company or its Subsidiaries, or (iv) any employee of the Company or its Subsidiaries that initiates contact with Seller regarding potential employment on his or her own initiative without any direct or indirect solicitation by the CompanySeller or its Affiliates or its or their Representatives. (c) Employee hereby acknowledges The Seller covenants that Employee will treat as for two years following the Closing, it shall not (and shall cause its Affiliates not to) solicit or induce, or in any manner attempt to solicit or induce, or cause or authorize any other Person to solicit or induce any Person to cease, diminish or not commence doing business with the Company’s sole benefit, and fully and promptly disclose and assign to its Subsidiaries, the Purchaser or its Affiliates; provided that nothing in this Section 6.15(c) shall prohibit the Seller or its Affiliates from exercising or enforcing in any manner any of their rights under contracts that the Seller or its affiliates may have with the Company without additional compensation, all ideas, information, discoveries, inventions and improvements which are based upon or related to any confidential information protected under Section 5(a) herein, and which are made, conceived or reduced to practice by Employee during Employee’s employment by its Subsidiaries following the Company and within one year after termination thereof. The provisions of this subsection (c) shall apply whether such ideas, discoveries, inventions, improvements or knowledge are conceived, made or gained by Employee alone or with others, whether during or after usual working hours, either on or off the job, directly or indirectly related to the Company’s business interests (including potential business interests), and whether or not within the realm of Employee’s dutiesClosing. (d) Employee shallFrom and after the Closing Date, upon request of the Seller shall not (and shall cause its Affiliates not to) disparage the Company, but at no expense its Subsidiaries, the Purchaser or its Affiliates to Employeeany Person. From and after the Closing Date, at the Purchaser shall not (and shall cause its Affiliates not to) disparage the Seller or its Affiliates to any time during or after employment by the Company, sign all instruments and documents and cooperate in such other acts reasonably required to protect rights to the ideas, discoveries, inventions, improvements and knowledge referred to above, including applying for, obtaining and enforcing patents and copyrights thereon in any and all countriesPerson. (e) The Employee recognizes Seller acknowledges that the possible restrictions on contained in this Section 6.15 are reasonable and necessary to protect the Employee’s activities which may occur as a result legitimate interests of the Employee’s performance of Purchaser and constitute a material inducement to the Employee’s obligations under Sections 5(a) and (b) of Purchaser to enter into this Agreement are required for and consummate the reasonable protection of the Company and its investments, and the Employee expressly acknowledges that such restrictions are fair and reasonable for that purpose. The Employee acknowledges that money damages would not be an adequate or sufficient remedy for any breach of Sections 5(a) and (b)transactions contemplated by this Agreement, and that a violation of this Section 6.15 by the Seller will result in irreparable injury to the event of a breach or threatened breach of Sections 5(a) Purchaser and (b)agrees that the Purchaser shall be entitled to seek preliminary and permanent injunctive relief, as well as such other equitable remedies as may be available to the CompanyPurchaser, which remedies shall be cumulative and in addition to any other rights and or remedies existing in its favor, shall to which the Purchaser may be entitled, as a matter of right, to injunctive relief, including specific performance, from a court of competent jurisdiction in order to enforce, or prevent any violations of, the provisions of Sections 5(a) and (b). The terms of this Section 5(e) shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, including but not limited to the recovery of damages from the Employee. If any of the provisions of this Agreement are held to be in any respect an unreasonable restriction upon Employee then they shall be deemed to extend only over the maximum period of time, geographic area, and/or range of activities as to which they may be enforceable. The Employee expressly agrees that all payments and benefits due the Employee under this Agreement shall be subject to the Employee’s compliance with the provisions set forth in this Section 5. (f) Except with respect to In the event that any shorter term as expressly provided herein, covenant contained in this Section 5 6.15 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall survive be deemed reformed, in such jurisdiction to the expiration maximum time, geographic, product or earlier termination service or other limitations permitted by applicable Law. The covenants contained in this Section 6.15 and each provision thereof are severable and distinct covenants and provisions. The invalidity or unenforceability of Employee’s relationship with any such covenant or provision as written shall not invalidate or render unenforceable the Company for a period of ten (10) yearsremaining 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.

Restrictive Covenants. Employee covenants with the Company as follows (as used in this Section 5, "Company" shall include the Company and its subsidiaries and Affiliates): (a) In the event of termination of Employee’s employment other than Involuntary Termination, Employee shall not disclose not, for a period of 6 months from the date of termination (the “non-compete period”), be employed or reveal to act in any unauthorized person capacity, either directly or knowingly use for Employee’s own benefit, any trade secret or other confidential information relating to the Companyindirectly, or to by or for herself or for any partnership, corporation, trust, or company, “Participate” (as defined below) in any banking, lending or financial services business in any county in Washington in which Timberland Bank has offices or conducts its business at the time of termination of employment. For purposes of this Agreement, the businesses operated by it, includingterm “participate” includes, without limitation, any customer listsdirect or indirect interest in any business, customer needswhether as an employee, price and performance informationofficer, processesdirector, specificationspartner, hardwareconsultant, softwaresole proprietor, devicesstockholder, supply sources and characteristics, business opportunities, potential business interests, marketing, promotional pricing and financing techniquesowner, or other information relating to the business of the Company, and Employee confirms that such information constitutes the exclusive property of the Companyotherwise. Such restrictions shall “Participate” as used herein does not apply to information which is generally (i) available in the industry or (ii) disclosed through no fault of Employee or (iii) required to be disclosed pursuant to applicable law or regulation or the order of a governmental or regulatory body (provided that the Company is given reasonable notice of any such required disclosure). Employee agrees that Employee will return to the Company upon request, but in any event upon termination of employment, any physical embodiment of any confidential information and/or any summaries containing any confidential information, in whole in part, in any media. For the avoidance of doubt, nothing in this Agreement is intended to impair the Employee’s rights to make disclosures under any applicable Federal whistleblower law. (b) During the term of employment, and for a period of one year following termination of such employment for any reason or payment of any compensation, whichever occurs last, Employee shall not engage, directly or indirectly (which includes, without limitation, owning, managing, operating, controlling, being employed by, giving financial assistance to, participating in or being connected in any material way with any person or entity), anywhere in the United States in any activities with KeHe Distributors, LLC (or any subsidiary or Affiliated entity thereof), any other company which is a direct competitor of the Company and any other company that conducts any business for which the Employee is uniquely qualified to serve as a member of senior management as a result of his service to the Company, which for purposes of this Agreement shall mean the following companies: C&S Wholesale Grocers, Inc., (or any subsidiary or Affiliated entity thereof) with respect to (i) the Company’s activities on the date hereof and/or (ii) any activities which the Company becomes involved in during the Employee’s term of employment; provided, however, that Employee’s include ownership as a passive investor of less than five one percent (51%) of the issued and outstanding stock of a publicly held corporation so engaged, shall whose stock is traded on a national securities exchange or on the over-the-counter market. (b) In addition Employee agrees that for the non-compete period she will not by itself be deemed to constitute such competition. Further, during such one-year period Employee shall not act (a) induce or attempt to induce any other employee of the Company to leave the employ of the Company’s vendors, customers or employees to take action that might be disadvantageous to in any way interfere with the relationship between the Company and any other employee of the Company or otherwise disturb such party’s relationship (b) solicit or contact any customer of Timberland Bank on behalf of another bank, lender or financial services entity or (c) induce or attempt to induce any customer, supplier, licensee, or other business relations of the Company to cease doing business with the Company. (c) Employee hereby agrees that in the event of violation by Employee of this covenant not to compete, then all payments and benefits, if any, to Employee shall immediately cease. Employee acknowledges that Employee will treat as for obligations under this Agreement are important to the Company’s sole benefit, and fully that the Company would not employ or continue to employ him without agreement to such obligations. Employee also acknowledges that if she does not abide by the obligations in this Agreement, the Company will suffer immediate and promptly disclose irreparable harm, and assign that the damage to the Company without additional compensationwill be difficult to measure and financial relief will be incomplete. Accordingly, all ideas, information, discoveries, inventions and improvements which are based upon or related to any confidential information protected under Section 5(a) herein, and which are made, conceived or reduced to practice by Employee during Employee’s employment by the Company will be entitled to injunctive relief and within one year after termination thereof. The provisions of this subsection (c) shall apply whether such ideas, discoveries, inventions, improvements or knowledge are conceived, made or gained by Employee alone or with others, whether during or after usual working hours, either on or off the job, directly or indirectly related to the Company’s business interests (including potential business interests), and whether or not within the realm of Employee’s duties. (d) Employee shall, upon request of the Company, but at no expense to Employee, at any time during or after employment by the Company, sign all instruments and documents and cooperate in such other acts reasonably required to protect rights to the ideas, discoveries, inventions, improvements and knowledge referred to above, including applying for, obtaining and enforcing patents and copyrights thereon in any and all countries. (e) The Employee recognizes that the possible restrictions on the Employee’s activities which may occur as a result of the Employee’s performance of the Employee’s obligations under Sections 5(a) and (b) of this Agreement are required for the reasonable protection of the Company and its investments, and the Employee expressly acknowledges that such restrictions are fair and reasonable for that purpose. The Employee acknowledges that money damages would not be an adequate or sufficient remedy for any breach of Sections 5(a) and (b), and that equitable remedies in the event of a breach or threatened breach of Sections 5(a) any obligation under this Agreement. The rights and (b), remedies of the Company, Company under this section are in addition to all other rights and remedies existing in its favor, shall be entitled, as a matter of right, to injunctive relief, including specific performance, from a court of competent jurisdiction in order to enforce, or prevent any violations of, the provisions of Sections 5(a) and (b)remedies. The terms of parties agree that if a trial judge with jurisdictions or a dispute related to this Section 5(e) shall not prevent the Company from pursuing Agreement should determine that any other available remedies for any breach or threatened breach hereof, including but not limited to the recovery of damages from the Employee. If any portion of the provisions of this Agreement are held to be in any respect an unreasonable restriction upon Employee then they shall be deemed to extend only over the maximum period of time, geographic area, and/or range of activities as to which they may be enforceable. The Employee expressly agrees that all payments and benefits due the Employee under this Agreement shall be subject to the Employee’s compliance with the provisions restrictive covenants set forth in this Section 5section is unreasonably broad, that the parties authorize said trial judge to narrow same so as to make it reasonable, given all relevant circumstances, and to enforce same. (d) It is agreed between the parties that this Agreement in its entirety, and in particular the restraints imposed herein upon Employee, are reasonable both as to time and as to area. The parties additionally agree (i) that the restraints imposed herein upon Employee are necessary for the protection of the business and goodwill of the Company, (ii) that the restraints imposed herein upon Employee are not any greater than are reasonably necessary to secure the business of the Company and the goodwill thereof; and (iii) that the degree of injury to the public due to the loss of the service and skill of Employee upon enforcement of said restraints does not and will not warrant nonenforcement of said restraints. (e) This section shall survive the termination of this Agreement. (f) Except with respect to any shorter term as expressly provided hereinBy signing this Agreement, the Employee acknowledges and agrees that the noncompetition provisions in this Section 5 shall survive have been communicated and disclosed to the expiration or earlier termination of Employee’s relationship Employee in compliance with the Company for a period of ten (10) yearsXxxxxxxxxx XX 1450.

Restrictive Covenants. Employee 11.1 Each Seller covenants with the Buyer that it shall not (and shall procure that no member of the Sellers’ Group shall), for a period of twelve (12) calendar months from Completion, solicit or entice away from any Group Company as follows (as used any person who is at the relevant time and at Completion an InfraCo Employee or compel any InfraCo Employee to leave his or her employment with the Buyer’s Group for the purpose of enabling a Seller or member of the Sellers’ Group to employ that InfraCo Employee in compliance with this Section 5, "Company" clause. 11.2 Nothing in clause 11.1 shall include prohibit any Seller or member of the Company and its subsidiaries and Affiliates):Sellers’ Group from: (a) Employee shall employing any person (including, but not disclose or reveal limited to any unauthorized person or knowingly use for InfraCo Employee’s own benefit, any trade secret ) who responds to a recruitment or other confidential information relating to the Companyadvertisement, provided that such response was not solicited or to any induced directly or indirectly by that Seller or member of the businesses operated by it, including, without limitation, any customer lists, customer needs, price and performance information, processes, specifications, hardware, software, devices, supply sources and characteristics, business opportunities, potential business interests, marketing, promotional pricing and financing techniques, or other information relating to the business of the Company, and Employee confirms that such information constitutes the exclusive property of the Company. Such restrictions shall not apply to information which is generally (i) available in the industry or (ii) disclosed through no fault of Employee or (iii) required to be disclosed pursuant to applicable law or regulation or the order of a governmental or regulatory body (provided that the Company is given reasonable notice of any such required disclosure). Employee agrees that Employee will return to the Company upon request, but in any event upon termination of employment, any physical embodiment of any confidential information and/or any summaries containing any confidential information, in whole in part, in any media. For the avoidance of doubt, nothing in this Agreement is intended to impair the Employee’s rights to make disclosures under any applicable Federal whistleblower law.Sellers’ Group; or (b) During employing any person (including, but not limited to any InfraCo Employee) whose employment or engagement with the term Buyer’s Group has been terminated, provided that such termination was not solicited or induced directly or indirectly by a Seller or member of employmentthe Sellers’ Group; and/or (c) taking or failing to take any action which would otherwise constitute a breach of clause 11.1, provided the Buyer has given its prior written consent to such act or omission. 11.3 The Buyer covenants with the Sellers that it shall not (and shall procure that no member of the Buyer’s Group shall), for a period of one year following termination twelve (12) calendar months from Completion, solicit or entice away from any member of the Sellers’ Group any person who is at the relevant time an employee of the Sellers’ Group (a “Sellers’ Group Employee”) or compel any Sellers’ Group Employee to leave his or her employment with the Sellers’ Group for the purpose of enabling the Buyer or member of the Buyer’s Group to employ that Sellers’ Group Employee in compliance with this clause. 11.4 Nothing in clause 11.3 shall prohibit the Buyer or member of the Buyer’s Group from: (a) employing any person (including, but not limited to a Sellers’ Group Employee) who responds to a recruitment or other advertisement, provided that such employment for any reason response was not solicited or payment of any compensation, whichever occurs last, Employee shall not engage, induced directly or indirectly by the Buyer or member of the Buyer’s Group; or (which includes, without limitation, owning, managing, operating, controlling, being employed by, giving financial assistance to, participating in or being connected in any material way with b) employing any person (including, but not limited to any Sellers’ Group Employee) whose employment or entity)engagement with the Sellers’ Group has been terminated, anywhere in provided that such termination was not solicited or induced directly or indirectly by the United States in any activities with KeHe Distributors, LLC (Buyer or any subsidiary or Affiliated entity thereof), any other company which is a direct competitor member of the Company and any other company that conducts any business for which the Employee is uniquely qualified to serve as a member of senior management as a result of his service to the Company, which for purposes of this Agreement shall mean the following companies: C&S Wholesale Grocers, Inc., (or any subsidiary or Affiliated entity thereof) with respect to (i) the CompanyBuyer’s activities on the date hereof and/or (ii) any activities which the Company becomes involved in during the Employee’s term of employmentGroup; provided, however, that Employee’s ownership as a passive investor of less than five percent (5%) of the issued and outstanding stock of a publicly held corporation so engaged, shall not by itself be deemed to constitute such competition. Further, during such one-year period Employee shall not act to induce any of the Company’s vendors, customers or employees to take action that might be disadvantageous to the Company or otherwise disturb such party’s relationship with the Company.and/or (c) Employee hereby acknowledges that Employee will treat as for the Company’s sole benefit, and fully and promptly disclose and assign taking or failing to the Company without additional compensation, all ideas, information, discoveries, inventions and improvements take any action which are based upon or related to any confidential information protected under Section 5(a) herein, and which are made, conceived or reduced to practice by Employee during Employee’s employment by the Company and within one year after termination thereof. The provisions of this subsection (c) shall apply whether such ideas, discoveries, inventions, improvements or knowledge are conceived, made or gained by Employee alone or with others, whether during or after usual working hours, either on or off the job, directly or indirectly related to the Company’s business interests (including potential business interests), and whether or not within the realm of Employee’s duties. (d) Employee shall, upon request of the Company, but at no expense to Employee, at any time during or after employment by the Company, sign all instruments and documents and cooperate in such other acts reasonably required to protect rights to the ideas, discoveries, inventions, improvements and knowledge referred to above, including applying for, obtaining and enforcing patents and copyrights thereon in any and all countries. (e) The Employee recognizes that the possible restrictions on the Employee’s activities which may occur as would otherwise constitute a result of the Employee’s performance of the Employee’s obligations under Sections 5(a) and (b) of this Agreement are required for the reasonable protection of the Company and its investments, and the Employee expressly acknowledges that such restrictions are fair and reasonable for that purpose. The Employee acknowledges that money damages would not be an adequate or sufficient remedy for any breach of Sections 5(a) and (b)clause 11.3, and that in provided the event of a breach Sellers have given their prior written consent to such act or threatened breach of Sections 5(a) and (b), the Company, in addition to other rights and remedies existing in its favor, shall be entitled, as a matter of right, to injunctive relief, including specific performance, from a court of competent jurisdiction in order to enforce, or prevent any violations of, the provisions of Sections 5(a) and (b). The terms of this Section 5(e) shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, including but not limited to the recovery of damages from the Employee. If any of the provisions of this Agreement are held to be in any respect an unreasonable restriction upon Employee then they shall be deemed to extend only over the maximum period of time, geographic area, and/or range of activities as to which they may be enforceable. The Employee expressly agrees that all payments and benefits due the Employee under this Agreement shall be subject to the Employee’s compliance with the provisions set forth in this Section 5omission. (f) Except with respect to any shorter term as expressly provided herein, this Section 5 shall survive the expiration or earlier termination of Employee’s relationship with the Company for a period of ten (10) years.

Restrictive Covenants. Employee covenants with the Company as follows (as used in this Section 5, "Company" shall include the Company and its subsidiaries and Affiliates): (a) Employee shall not disclose For a period of five (5) years after the Closing Date (the “Restricted Period”), no Seller shall, directly or reveal to any unauthorized person or knowingly use for Employee’s own benefitindirectly, any trade secret or other confidential information relating to the Companyengage, or to any of the businesses operated by it, including, without limitation, any customer lists, customer needs, price and performance information, processes, specifications, hardware, software, devices, supply sources and characteristics, business opportunities, potential business interests, marketing, promotional pricing and financing techniques, or other information relating to the business of the Company, and Employee confirms that such information constitutes the exclusive property of the Company. Such restrictions shall not apply to information which is generally (i) available in the industry or (ii) disclosed through no fault of Employee or (iii) required to be disclosed pursuant to applicable law or regulation or the order of a governmental or regulatory body (provided that the Company is given reasonable notice of any such required disclosure). Employee agrees that Employee will return to the Company upon request, but interested in any event upon termination business or entity that engages, within the United States of employment, America and any physical embodiment of any confidential information and/or any summaries containing any confidential information, in whole in partother state where Sellers conduct the Digester Business (the “Territory”), in any media. For business substantially similar to the avoidance Digester Business, it being understood that these covenants not to compete shall not at any time prevent any Seller or any of doubtits Affiliates from maintaining passive investments of no more than 3% of the aggregate equity interests of any publicly-traded entity, nothing that is in this Agreement is intended to impair direct competition with the Employee’s rights to make disclosures under any applicable Federal whistleblower lawDigester Business. (b) During the term Restricted Period, without the prior written consent of employmentBuyer, and for a period of one year following termination of such employment for any reason or payment of any compensation, whichever occurs last, Employee shall not engageno Sellers, directly or indirectly shall (which includesx) solicit, without limitation, owning, managing, operating, controlling, being employed by, giving financial assistance to, participating in or being connected in any material way with induce any person who is a customer, supplier, lender or entity), anywhere in lessor of the United States in any activities with KeHe Distributors, LLC (Digester Business or any subsidiary or Affiliated entity thereof), any other company person which is has a direct competitor of the Company and any other company that conducts any business for which the Employee is uniquely qualified to serve as a member of senior management as a result of his service to the Company, which for purposes of this Agreement shall mean the following companies: C&S Wholesale Grocers, Inc., (or any subsidiary or Affiliated entity thereof) with respect to (i) the Company’s activities on the date hereof and/or (ii) any activities which the Company becomes involved in during the Employee’s term of employment; provided, however, that Employee’s ownership as a passive investor of less than five percent (5%) of the issued and outstanding stock of a publicly held corporation so engaged, shall not by itself be deemed to constitute such competition. Further, during such one-year period Employee shall not act to induce any of the Company’s vendors, customers or employees to take action that might be disadvantageous to the Company or otherwise disturb such party’s relationship with the CompanyDigester Business at any time during the Restricted Period to discontinue or reduce the extent of such relationship with Buyer or its Affiliates, (y) induce or attempt to influence any present or future employee, distributor or sales agent of the Digester Business to terminate his, her or its employment or agency relationship with Buyer or its Affiliates or (z) hire or otherwise employ any who was employed by the Buyer or any of its Affiliates at any time during the six (6) month period preceding the date of the solicitation or hiring. (c) Employee The Sellers hereby acknowledges expressly represent and warrant that Employee will treat as it has or may have knowledge of certain Proprietary Information. The Sellers acknowledge and agree that all such Proprietary Information is confidential and proprietary and that a substantial portion of the Purchase Price is being paid for such Proprietary Information and that it represents a substantial investment having great economic value to Buyer, and constitutes a substantial part of the value to Buyer of the Digester Business and the Purchased Assets. The Sellers acknowledge and agree that Xxxxx would be irreparably damaged if any of the Proprietary Information was disclosed to, or used or exploited on behalf of, any Person other than Buyer or any of its Affiliates. Accordingly, the Sellers covenant and agree that it shall not, and it shall use its best efforts to ensure that any other Person acting on its behalf does not, without the prior written consent of Buyer, disclose, use or exploit any such Proprietary Information, for the Company’s sole benefitbenefit of any Seller or of any third-party, except that the Sellers may disclose, use or exploit a particular item of Proprietary Information if and fully and promptly disclose and assign to the Company extent (but only if and to the extent) that such item: (i) is or becomes publicly known or generally known in the industry of the Digester Business through no act of a Seller in violation of this Agreement, or is obtained from a third party that may lawfully disclose such information without additional compensation, all ideas, information, discoveries, inventions and improvements which are based upon breaching any obligation of confidentiality applicable to such third party; (ii) is required to be disclosed to or related by Order of a Governmental Authority or a court of law or otherwise as required by law; provided that prior to any confidential information protected under Section 5(asuch disclosure notice of such requirement of disclosure is provided to Xxxxx and Xxxxx is afforded the reasonable opportunity to object to such disclosure; or (iii) herein, and which are made, conceived or reduced to practice has been publicly disclosed by Employee during Employee’s employment by Xxxxx after the Company and within one year after termination thereof. The provisions of this subsection (c) shall apply whether such ideas, discoveries, inventions, improvements or knowledge are conceived, made or gained by Employee alone or with others, whether during or after usual working hours, either on or off the job, directly or indirectly related to the Company’s business interests (including potential business interests), and whether or not within the realm of Employee’s dutiesClosing. (d) Employee shall, upon request If any portion of the Company, but at no expense to Employee, at any time during or after employment by the Company, sign all instruments and documents and cooperate in such other acts reasonably required to protect rights to the ideas, discoveries, inventions, improvements and knowledge referred to above, including applying for, obtaining and enforcing patents and copyrights thereon in any and all countries. (e) The Employee recognizes that the possible restrictions on the Employee’s activities which may occur as a result of the Employee’s performance of the Employee’s obligations under Sections 5(a) and (b) of this Agreement are required for the reasonable protection of the Company and its investments, and the Employee expressly acknowledges that such restrictions are fair and reasonable for that purpose. The Employee acknowledges that money damages would not be an adequate or sufficient remedy for any breach of Sections 5(a) and (b), and that in the event of a breach or threatened breach of Sections 5(a) and (b), the Company, in addition to other rights and remedies existing in its favor, shall be entitled, as a matter of right, to injunctive relief, including specific performance, from a court of competent jurisdiction in order to enforce, or prevent any violations of, the provisions of Sections 5(a) and (b). The terms of this Section 5(e) shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, including but not limited to the recovery of damages from the Employee. If any of the provisions of this Agreement are held to be in any respect an unreasonable restriction upon Employee then they shall be deemed to extend only over the maximum period of time, geographic area, and/or range of activities as to which they may be enforceable. The Employee expressly agrees that all payments and benefits due the Employee under this Agreement shall be subject to the Employee’s compliance with the provisions set forth in this Section 5. (f) Except with respect to 5.2 should, for any shorter term as expressly provided hereinreason whatsoever, be declared invalid by a court of competent jurisdiction, the validity or enforceability of the remainder of such restrictions shall not thereby be adversely affected. Further, Sellers declare that the territorial and time limitations set forth in this Section 5 5.2 are reasonable and properly required for the adequate protection of the Digester Business as conducted by Buyer following the Closing. In the event any such territorial or time limitation is deemed to be unreasonable by a court of competent jurisdiction, Sellers agree to the reduction of the territorial or time limitation to the area or period which such court shall survive the expiration or earlier termination of Employee’s relationship with the Company for a period of ten (10) yearshave deemed reasonable.

Restrictive Covenants. Employee covenants with the Company as follows (as used in this Section 5, "Company" shall include the Company and its subsidiaries and Affiliates): (a) Employee shall not disclose or reveal to any unauthorized person or knowingly use for Employee’s own benefit, any trade secret or other confidential information relating to the Company, or to any The services of the businesses operated by it, including, without limitation, any customer lists, customer needs, price Employee are unique and performance information, processes, specifications, hardware, software, devices, supply sources extraordinary and characteristics, business opportunities, potential business interests, marketing, promotional pricing and financing techniques, or other information relating essential to the business of the Company, especially since the Employee shall have access to the Company’s customer lists, trade secrets and other privileged and confidential information essential to the Company’s business. Therefore, the Employee confirms that such information constitutes agrees that, if the exclusive property term of his employment hereunder shall expire or his employment shall at any time terminate for any reason whatsoever, with or without Cause (as hereinafter defined) and with or without Good Reason (as hereinafter defined), the Employee will not at any time during the one year period commencing with the date on which the Employee ceases to be employed by the Company (the “Cessation Date”) (the “Restrictive Covenant Period”), without the prior written consent of the Company. Such restrictions shall not apply , directly or indirectly, (I) anywhere within five (5) miles of the location of any office of the Company or any franchisee thereof or (II) with respect to information the Company’s premium finance business and any other business with respect to which is generally the Company requires a license to operate, within any state in which the Company has a license to operate, in each case at the Cessation Date, whether individually or as a principal, officer, employee, partner, shareholder, member, manager, director, agent of, or consultant or independent contractor to, any entity, (i) available engage or participate in a business which, as of the industry Cessation Date, is similar to or competitive with, directly or indirectly, that of the Company and shall not make any investments in any such similar or competitive entity, except that the foregoing shall not restrict the Employee from acquiring up to one percent (1%) of the outstanding voting stock of any entity whose securities are listed on a stock exchange or Nasdaq or from providing services to an insurance company whose then annual premiums exceed $1 billion; (ii) disclosed through no fault cause or seek to persuade any director, officer, employee, customer, client, account, agent or supplier of, or consultant or independent contractor to, the Company, or others with whom the Company has a business relationship (collectively “Business Associates”), to discontinue or materially modify the status, employment or relationship of Employee such person or entity with the Company, or to become employed in any activity similar to or competitive with the activities of the Company; (iii) required cause or seek to persuade any prospective customer, client, account or other Business Associate of the Company (which at or about the Cessation Date was then actively being solicited by the Company) to determine not to enter into a business relationship with the Company or to materially modify its contemplated business relationship; (iv) hire, retain or associate in a business relationship with, directly or indirectly, any director, officer or employee of the Company; or (v) solicit or cause or authorize to be disclosed pursuant to applicable law solicited, or regulation accept, for or on behalf of him or any third party, any business from, or the order entering into of a governmental business relationship with, (A) others who are, or regulatory body were within one (provided that l) year prior to the Cessation Date, a customer, client, account or other Business Associate of the Company, or (B) any prospective customer, client, account or other Business Associate of the Company is given reasonable notice of any such required disclosure)which at or about the Cessation Date was then actively being solicited by the Company. Employee agrees that Employee will return to the Company upon request, but in any event upon termination of employment, any physical embodiment of any confidential information and/or any summaries containing any confidential information, in whole in part, in any media. For the avoidance of doubt, nothing The foregoing restrictions set forth in this Agreement is intended to impair Paragraph 7.1(a) shall apply likewise during the Employee’s rights to make disclosures under any applicable Federal whistleblower lawTerm. (b) During Notwithstanding the term of employmentforegoing, and for a period of one year following termination of such employment for any reason or payment of any compensation, whichever occurs last, Employee shall not engage, directly or indirectly (which includes, without limitation, owning, managing, operating, controlling, being employed by, giving financial assistance to, participating in or being connected in any material way with any person or entity), anywhere in the United States in any activities with KeHe Distributors, LLC (or any subsidiary or Affiliated entity thereof), any other company which event that the Employee’s employment is a direct competitor of terminated by the Company and any other company that conducts any business for which without Cause, or by the Employee is uniquely qualified to serve as for Good Reason, or ceases following a member of senior management as a result of his service to the Company, which for purposes non-renewal of this Agreement (in each case, an “Entitlement Termination”), then the Restrictive Covenant Period shall mean instead be the following companies: C&S Wholesale Grocerssix (6) month period commencing with the Cessation Date (the “Entitlement Restrictive Covenant Period”), Inc.except that, (or any subsidiary or Affiliated entity thereof) with respect to (i) the Company’s activities on the date hereof and/or (ii) any activities which in such event, the Company becomes involved in during the Employee’s term of employment; providedmay, however, that Employee’s ownership as a passive investor of less than five percent (5%) of the issued and outstanding stock of a publicly held corporation so engaged, shall not by itself be deemed to constitute such competition. Further, during such one-year period Employee shall not act to induce any of the Company’s vendors, customers or employees to take action that might be disadvantageous upon written notice given to the Company or otherwise disturb such party’s relationship with Employee within one (1) month following the CompanyCessation Date, extend the Entitlement Restrictive Covenant Period from six (6) months to one (1) year (an “Extension”). (c) During the initial six (6) months of the Entitlement Restrictive Covenant Period, the Employee hereby acknowledges that shall be entitled to receive from the Company an amount per annum equal to two-thirds (2/3) of his Base Salary (payable over such six (6) month period), less all amounts the Employee will treat as is entitled to receive from the Company pursuant to Paragraph 11.5 hereof for such period and/or from third parties in consideration of services rendered, directly or indirectly, by the Employee to or for the third parties during such period (the “Initial Restrictive Covenant Amount”). During the second six (6) months of the Entitlement Restrictive Covenant Period (if an Extension notice is given by the Company’s sole benefit), and fully and promptly disclose and assign the Employee shall be entitled to receive from the Company an amount per annum equal to his Base Salary (payable over such six (6) month period), less all amounts the Employee is entitled to receive from the Company pursuant to Paragraph 11.5 hereof for such period and/or from third parties in consideration of services rendered, directly or indirectly, by the Employee to or for the third parties during such period (together with the Initial Restrictive Covenant Amount, the “Restrictive Covenant Amount”). Notwithstanding the foregoing, in the event of an Entitlement Termination, the Company may elect to release the Employee from the restrictions set forth in clause (i) of Paragraph 7.1 (a) hereof during the Entitlement Restrictive Covenant Period by written notice to such effect given to the Employee at least three (3) months prior to the Cessation Date (in the event of an Entitlement Termination relating to a non-renewal of this Agreement) or within thirty (30) days following the Cessation Date (with respect to any other Entitlement Termination) . In the event the Company without additional compensationsends such notice, it shall be relieved of its obligation to pay any portion of the Restrictive Covenant Amount. 7.2 The Employee agrees to disclose promptly in writing to the Chief Executive Officer of the Company all ideas, informationprocesses, methods, devices, business concepts, inventions, improvements, discoveries, inventions know-how and improvements other creative achievements (hereinafter referred to collectively as “discoveries”), whether or not the same or any part thereof is capable of being patented, trademarked, copyrighted, or otherwise protected, which are based upon or related to any confidential information protected under Section 5(a) hereinthe Employee, and which are made, conceived or reduced to practice by Employee during Employee’s employment while employed by the Company and within one year after termination thereof. The provisions of this subsection (c) shall apply Company, conceives, makes, develops, acquires or reduces to practice, whether such ideas, discoveries, inventions, improvements or knowledge are conceived, made or gained by Employee acting alone or with others, others and whether during or after usual working hours, either on or off the job, directly or indirectly and which are related to the Company’s business interests or interests, or are used or usable by the Company, or arise out of or in connection with the duties performed by the Employee. The Employee hereby transfers and assigns to the Company all right, title and interest in and to such discoveries (including potential business interestswhether conceived, made, developed, acquired or reduced to practice on or prior to the Effective Date or during his employment with the Company), including any and whether all domestic and foreign copyrights and patent and trademark rights therein and any renewals thereof. On request of the Company, the Employee will, without any additional compensation, from time to time during, and after the expiration or not within termination of, the realm Term, execute such further instruments (including, without limitation, applications for copyrights, patents, trademarks and assignments thereof) and do all such other acts and things as may be deemed necessary or desirable by the Company to protect and/or enforce its right in respect of Employeesuch discoveries. All expenses of filing or prosecuting any patent, trademark or copyright application shall be borne by the Company, but the Employee shall cooperate in filing and/or prosecuting any such application. (a) The Employee represents that he has been informed that it is the policy of the Company to maintain as secret all confidential information relating to the Company, including, without limitation, any and all knowledge or information with respect to secret or confidential methods, processes, plans, materials, customer lists or data, or with respect to any other confidential or secret aspect of the Company’s dutiesactivities, and further acknowledges that such confidential information is of great value to the Company. The Employee recognizes that, by reason of his employment with the Company, he will acquire confidential information as aforesaid. The Employee confirms that it is reasonably necessary to protect the Company’s goodwill, and, accordingly, hereby agrees that he will not, directly or indirectly (except where authorized by the Chief Executive Officer or Board of Directors of the Company), at any time during the term of this Agreement or thereafter divulge to any person, firm or other entity, or use, or cause or authorize any person, firm or other entity to use, any such confidential information. (b) The Employee agrees that he will not, at any time, remove from the Company’s premises any drawings, notebooks, software, data or other confidential information relating to the business and procedures heretofore or hereafter acquired, developed and/or used by the Company, except where necessary in the fulfillment of his duties hereunder. (c) The Employee agrees that, upon the expiration or termination of this Agreement or the termination of his employment with the Company for any reason whatsoever, he shall promptly deliver to the Company any and all drawings, notebooks, software, data and other documents and material, including all copies thereof, in his possession or under his control relating to any confidential information or discoveries, or which is otherwise the property of the Company. (d) For purposes hereof, the term “confidential information” shall mean all information given to the Employee, directly or indirectly, by the Company and all other information relating to the Company otherwise acquired by the Employee shall, upon request during the course of his employment with the Company, but other than information which (i) was in the public domain at no expense to the time furnished to, or acquired by, the Employee, at any time during or after employment (ii) thereafter enters the public domain other than through disclosure, directly or indirectly, by the Company, sign all instruments and documents and cooperate Employee or others in such other acts reasonably required to protect rights to the ideas, discoveries, inventions, improvements and knowledge referred to above, including applying for, obtaining and enforcing patents and copyrights thereon in any and all countriesviolation of an agreement of confidentiality or nondisclosure. (e) The Employee recognizes that the possible restrictions on the Employee’s activities which may occur as a result of the Employee’s performance of the Employee’s obligations under Sections 5(a) and (b) of this Agreement are required for the reasonable protection of the Company and its investments, and the Employee expressly acknowledges that such restrictions are fair and reasonable for that purpose. The Employee acknowledges that money damages would not be an adequate or sufficient remedy for any breach of Sections 5(a) and (b), and that in the event of a breach or threatened breach of Sections 5(a) and (b), the Company, in addition to other rights and remedies existing in its favor, shall be entitled, as a matter of right, to injunctive relief, including specific performance, from a court of competent jurisdiction in order to enforce, or prevent any violations of, the provisions of Sections 5(a) and (b). The terms of this Section 5(e) shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, including but not limited to the recovery of damages from the Employee. If any of the provisions of this Agreement are held to be in any respect an unreasonable restriction upon Employee then they shall be deemed to extend only over the maximum period of time, geographic area, and/or range of activities as to which they may be enforceable. The Employee expressly agrees that all payments and benefits due the Employee under this Agreement shall be subject to the Employee’s compliance with the provisions set forth in this Section 5. (f) Except with respect to any shorter term as expressly provided herein, this Section 5 shall survive the expiration or earlier termination of Employee’s relationship with the Company for a period of ten (10) years.

Restrictive Covenants. Employee (a) Public Announcements; Confidentiality. From and after the date of this Agreement: (i) Seller hereby covenants with the Company as follows (as used in this Section 5, "Company" shall include and undertakes to Buyer and Parent that the Company and Seller shall not (and the Company and Seller shall ensure that its subsidiaries representatives, the Company and Affiliates):the Company’s representatives do not) issue any press release or make any public statement (other than to any Service Provider of the Company on a need to know basis) regarding (or otherwise disclose to any Person the existence or terms of) this Agreement or any of the other transactions or documents contemplated by this Agreement, without Buyer’s (or an Affiliate acting on its behalf) prior written consent. (aii) Employee The Seller agrees that at all times after the date of this Agreement the Seller shall not disclose or reveal to any unauthorized person or knowingly use for Employee’s own benefit, any trade secret or other keep strictly confidential information all Confidential Information relating to the Company, or to any of the businesses operated by it, including, without limitation, any customer lists, customer needs, price Parent and performance information, processes, specifications, hardware, software, devices, supply sources and characteristics, business opportunities, potential business interests, marketing, promotional pricing and financing techniques, or other information relating to the business of the CompanyBuyer, and Employee confirms that such information constitutes their respective Affiliates, including the exclusive property Intellectual Property of the Company. Such restrictions shall not apply to information which is generally (i) available in the industry or (ii) disclosed through no fault of Employee or (iii) required to be disclosed pursuant to applicable law or regulation or the order of a governmental or regulatory body (provided that the Company is given reasonable notice of any such required disclosure). Employee agrees that Employee will return to the Company upon request, but in any event upon termination of employment, any physical embodiment of any confidential information and/or any summaries containing any confidential information, in whole in part, in any media. For the avoidance of doubt, nothing in this Agreement is intended to impair the Employee’s rights to make disclosures under any applicable Federal whistleblower law. (b) During the term of employment, and for a period of one year following termination of such employment for any reason or payment of any compensation, whichever occurs last, Employee shall not engage, directly or indirectly (which includes, without limitation, owning, managing, operating, controlling, being employed by, giving financial assistance to, participating in or being connected in any material way with any person or entity), anywhere in the United States in any activities with KeHe Distributors, LLC (or any subsidiary or Affiliated entity thereof), any other company which is a direct competitor of the Company and any other company that conducts any business for which the Employee is uniquely qualified to serve as a member of senior management as a result of his service to the Company, which for purposes of this Agreement shall mean the following companies: C&S Wholesale Grocers, Inc., (or any subsidiary or Affiliated entity thereof) with respect to (i) the Company’s activities on the date hereof and/or (ii) any activities which the Company becomes involved in during the Employee’s term of employment; provided, however, that Employee’s ownership as a passive investor of less than five percent (5%) of the issued and outstanding stock of a publicly held corporation so engaged, shall not by itself be deemed to constitute such competition. Further, during such one-year period Employee shall not act to induce any of the Company’s vendors, customers or employees to take action that might be disadvantageous to the Company or otherwise disturb such party’s relationship with the Company. (ciii) Employee Notwithstanding anything to the contrary in this Agreement, in case any Confidential Information or other information concerning the Parties hereto or the transactions contemplated hereunder is information that may be considered "material non-public information" pursuant to the securities laws and regulations governing Parent and the securities exchanges on which its shares are traded – the Seller hereby acknowledges undertakes not to make any unlawful use of such information, including by way of effecting a transaction in a security of Parent while the information or any part thereof is in the Seller's or Company’s possession. The Seller represents that Employee it is aware, and will treat as for advise the Company’s sole benefit, and fully its respective representatives. Service Providers, directors, officers, employees, consultants and promptly disclose and assign agents who are informed of the matters that are the subject of this Agreement, of the restrictions imposed by the applicable securities laws on the purchase or sale of securities by any person who has received material, non-public information regarding a company with publicly traded securities, as well as the restrictions making it unlawful to the Company without additional compensation, all ideas, information, discoveries, inventions and improvements which are based upon or related communicate such information to any confidential information protected under Section 5(a) herein, and which are made, conceived other person when it is reasonably foreseeable that such other person is likely to purchase or reduced to practice by Employee during Employee’s employment by the Company and within one year after termination thereof. The provisions of this subsection (c) shall apply whether sell securities in reliance upon such ideas, discoveries, inventions, improvements or knowledge are conceived, made or gained by Employee alone or with others, whether during or after usual working hours, either on or off the job, directly or indirectly related to the Company’s business interests (including potential business interests), and whether or not within the realm of Employee’s dutiesinformation. (div) Employee shallNotwithstanding that which is stated in elsewhere in this Agreement, upon request of to the Companyextent that Parent is required under any applicable securities law, but at no expense to Employee, at any time during or after employment by the Companyapplicable rules of any stock exchange on which Parent lists its securities, sign all instruments and documents and cooperate in such other acts reasonably required to protect rights deliver any notice to a stock exchange or relevant securities regulatory authority and/or issue any press release or public announcement with respect to the ideas, discoveries, inventions, improvements and knowledge referred to abovecommercial relationship between the Parties hereto and/or this Agreement, including applying for, obtaining and enforcing patents and copyrights thereon in any and all countries. (e) The Employee recognizes that the possible restrictions on the Employee’s activities which may occur as filing of a result of the Employee’s performance of the Employee’s obligations under Sections 5(a) and (b) copy of this Agreement are or any schedules, exhibits or annexes thereof, as may be required for the reasonable protection of the Company and its investmentsby law, and the Employee expressly acknowledges that such restrictions are fair and reasonable for that purpose. The Employee acknowledges that money damages would not be an adequate or sufficient remedy for any breach of Sections 5(a) and (b), and that in the event of a breach or threatened breach of Sections 5(a) and (b), the Company, in addition to other rights and remedies existing in its favor, it shall be entitledpermitted to issue such release, as a matter of right, to injunctive relief, including specific performance, from a court of competent jurisdiction in order to enforcemake such announcement, or prevent any violations of, the provisions of Sections 5(a) and (b). The terms of this Section 5(e) shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, including but not limited to the recovery of damages from the Employee. If any of the provisions of this Agreement are held to be in any respect an unreasonable restriction upon Employee then they shall be deemed to extend only over the maximum period of time, geographic area, and/or range of activities as to which they may be enforceable. The Employee expressly agrees that all payments and benefits due the Employee under this Agreement shall be subject to the Employee’s compliance with the provisions set forth in this Section 5file such filing. (f) Except with respect to any shorter term as expressly provided herein, this Section 5 shall survive the expiration or earlier termination of Employee’s relationship with the Company for a period of ten (10) years.

Restrictive Covenants. Employee covenants with the Company Parent and each Seller agrees as follows (as used in this Section 5, "Company" shall include the Company and its subsidiaries and Affiliates):follows: (a) Employee shall not disclose or reveal to any unauthorized person or knowingly use for Employee’s own benefit, any trade secret or other confidential information relating to During the Company, or to any period beginning on the Closing Date and ending on the fifth (5th) anniversary of the businesses operated by itClosing Date (the “Non-Competition Period”), including, without limitation, any customer lists, customer needs, price Parent and performance information, processes, specifications, hardware, software, devices, supply sources and characteristics, business opportunities, potential business interests, marketing, promotional pricing and financing techniques, or other information relating to the business of the CompanySellers shall not, and Employee confirms that such information constitutes the exclusive property shall cause each of the Company. Such restrictions shall their Affiliates not apply to information which is generally to, directly or indirectly, (i) available acquire, own, manage, operate, join, control, participate in the industry 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 stock ownership in, any business or Person that engages anywhere in the world (the “Restricted Territory”) in a business activity that is substantially the same as, or involves, the Business or (ii) disclosed through no fault of Employee or (iii) required render services to be disclosed pursuant to applicable law or regulation or the order of a governmental or regulatory body (provided that the Company is given reasonable notice of any such required disclosure). Employee agrees that Employee will return to the Company upon request, but in any event upon termination of employment, any physical embodiment of any confidential information and/or any summaries containing any confidential information, in whole in part, in any media. For the avoidance of doubt, nothing in this Agreement is intended to impair the Employee’s rights to make disclosures under any applicable Federal whistleblower law. (b) During the term of employment, and for a period of one year following termination of such employment for any reason or payment of any compensation, whichever occurs last, Employee shall not engage, directly or indirectly (which includes, without limitation, owning, managing, operating, controlling, being employed by, giving financial assistance to, participating in or being connected in any material way with any person or entity), anywhere Person in the United States in any activities with KeHe Distributors, LLC (or any subsidiary or Affiliated entity thereof), any other company which is a direct competitor of the Company and any other company that conducts any business for which the Employee is uniquely qualified to serve as a member of senior management as a result of his service to the Company, which for purposes of this Agreement shall mean the following companies: C&S Wholesale Grocers, Inc., (or any subsidiary or Affiliated entity thereof) with respect to (i) the Company’s activities on the date hereof and/or (ii) any activities which the Company becomes involved in during the Employee’s term of employmentBusiness; provided, however, that Employee’s ownership as a passive investor of less than Parent, Sellers and their controlled Affiliates shall not be prohibited from owning up to five percent (5%) of the issued and outstanding stock of a corporation that is publicly held corporation traded on a national securities exchange or in the over-the-counter market so engagedlong as such Parent, shall not Seller or Affiliate, as applicable, has no active participation in connection with the Business of such corporation. For the avoidance of doubt, none of the following activities are, in and of themselves, competitive with the Business: (A) buying media from or serving ads on non-social media platforms (e.g., launchers, search engines, general websites, push notifications, non-social media apps, email) or messaging services such as Facebook Messenger; (B) managed services media buying for advertisers on YouTube as conducted by itself the Giant Media business; and/or (C) buying social media traffic for owned and operated properties of the Amply Media and ReachMobi businesses, provided Amply Media and/or ReachMobi will be deemed to constitute such competition. Furtherengaging in a competitive Business if either buys paid social media campaigns for or at the direction of a third party advertiser who also buy social media traffic from or through the Business. (b) During the Non-Competition Period, during such one-year period Employee Parent and Sellers shall not, and shall cause each of their Affiliates not act to, directly or indirectly, solicit, offer employment to or hire any individual that is an employee of the Business or Buyers or Buyer Parent or its subsidiaries set forth on Schedule 5.5(b) (the “Subsidiaries”) or otherwise induce or attempt to induce (whether for their own account or for the account of any other Person) any individual that is an employee of the Company’s vendorsBusiness or Buyers or Buyer Parent or the Subsidiaries to leave the employ thereof; provided, customers however, that nothing in this Section 5.5(b) shall prohibit any such party from: (i) using general solicitations (including through search firms) not targeted at employees of the Business or employees Buyers or Buyer Parent or the Subsidiaries, or employing any person who responds to take action that might be disadvantageous to the Company such solicitation; (ii) hiring, employing or otherwise disturb discussing employment with any person who contacts such party independently without any solicitations by such party’s relationship with ; (iii) soliciting or employing any person who has left the Companyemployment of the Business or Buyers or their Affiliates at least twelve (12) months prior to such party soliciting such person; or (iv) continuing to employ or hiring Nomundari Naranbaatar. (c) Employee hereby acknowledges that Employee will treat as for During the Company’s sole benefitNon-Competition Period, Parent and Sellers shall not, and fully and promptly disclose and assign to the Company without additional compensation, all ideas, information, discoveries, inventions and improvements which are based upon or related to any confidential information protected under Section 5(a) herein, and which are made, conceived or reduced to practice by Employee during Employee’s employment by the Company and within one year after termination thereof. The provisions shall cause each of this subsection (c) shall apply whether such ideas, discoveries, inventions, improvements or knowledge are conceived, made or gained by Employee alone or with others, whether during or after usual working hours, either on or off the jobtheir Affiliates not to, directly or indirectly related indirectly, (i) induce or attempt to induce any customer of the Company’s Business to reduce or cease doing business interests with the Business or (including potential business interests), ii) in any way interfere with the relationship between any such customer and whether or not within the realm of Employee’s dutiesBusiness. (d) Employee shallDuring the Non-Competition Period, upon request Parent and Sellers shall not, and shall cause each of their Affiliates not to, directly induce or attempt to induce any supplier, licensee or other business relation of the CompanyBusiness, but at no expense Buyers, Buyer Parent or the Subsidiaries to Employeereduce or cease doing business with the Business, at any time during Buyers, Buyer Parent or after employment by the Company, sign all instruments and documents and cooperate in such other acts reasonably required to protect rights to the ideas, discoveries, inventions, improvements and knowledge referred to above, including applying for, obtaining and enforcing patents and copyrights thereon Subsidiaries or in any way directly interfere with the relationship between any such supplier or licensee or business relation with the Business, Buyers Buyer Parent and/or the Subsidiaries; provided, however, activity consistent with the ordinary course past conduct of the businesses of Parent and all countriesits subsidiaries other than Sellers shall not be deemed to breach the requirements of this Section 5.5(d). (e) The Employee recognizes that the possible restrictions on the Employee’s activities which may occur obligations contained in this Section 5.5 shall be construed as a result series of separate covenants, one for each country, province, state, city or other political subdivision of the Employee’s performance Restricted Territory. If any of the Employee’s obligations under Sections 5(asuch separate covenants (or any part thereof) is deemed invalid or unenforceable, then Buyers and Sellers agree that such invalid or unenforceable covenant (bor such part) of shall be eliminated from this Agreement are required for the reasonable protection of the Company and its investments, and the Employee expressly acknowledges that such restrictions are fair and reasonable for that purpose. The Employee acknowledges that money damages would not be an adequate or sufficient remedy for any breach of Sections 5(a) and (b), and that in the event of a breach or threatened breach of Sections 5(a) and (b), the Company, in addition to other rights and remedies existing in its favor, shall be entitled, as a matter of right, to injunctive relief, including specific performance, from a court of competent jurisdiction in order to enforce, or prevent any violations of, the provisions of Sections 5(a) and (b). The terms of this Section 5(e) shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, including but not limited to the recovery of damages from extent necessary to permit the Employeeremaining separate covenants (or portions thereof) to be enforced. If any of the provisions of this Agreement Section 5.5 are held to be in any respect an unreasonable restriction upon Employee then they shall be deemed to extend only over exceed the maximum period of time, geographic areaor scope limitations permitted by applicable Law, and/or range of activities as to which they may be enforceable. The Employee expressly agrees then Buyers and Sellers agree that all payments and benefits due the Employee under this Agreement such provisions shall be subject reformed to the Employee’s compliance with maximum time, geographic or scope limitations, as the provisions set forth in this Section 5case may be, permitted by applicable Law. (f) Except with respect to any shorter term as expressly provided herein, this Section 5 shall survive the expiration or earlier termination of Employee’s relationship with the Company for a period of ten (10) years.

Restrictive Covenants. Employee Each of the Seller Parties, for itself and on behalf of its Affiliates, covenants with the Company and agrees as follows (as used in this Section 5, "Company" shall include the Company and its subsidiaries and Affiliates):follows: (a) Employee shall not disclose or reveal to For the period commencing on the date hereof and terminating on the 2nd anniversary of the Closing Date, neither RSG nor Seller nor any unauthorized person or knowingly use for Employee’s own benefit, any trade secret or of their respective Affiliates (other confidential information relating to than the Company, or to any of the businesses operated by it, including, without limitation, any customer lists, customer needs, price and performance information, processes, specifications, hardware, software, devices, supply sources and characteristics, business opportunities, potential business interests, marketing, promotional pricing and financing techniques, or other information relating to the business of the Company, and Employee confirms that such information constitutes the exclusive property of the Company. Such restrictions shall not apply to information which is generally ) will (i) available in the industry solicit any municipal solid waste disposal business from any Xxxxxxxx Disposal Accounts or (ii) disclosed through no fault solicit from any counterparty to a Landfill Operating Contract or Government Contract, the disposal services provided by the Company under such Contract, provided, however, that, subject to Section 6.12(b) below, the foregoing restrictions set forth in this Section 6.12 shall not prohibit RSG, Seller or any of Employee its Affiliates from (A) accepting disposal business from customers willing to pay the posted gate disposal fees (without providing any broker, trucking or other refund, deduction, credit or discount of any kind), (B) responding to, or executing a contract with any customer solicited through, a request for proposals or other bidding process (whether public or private), (C) responding to inquiries or solicitations made by any customers (including pricing inquiries) and providing disposal services to the customers that are derived as a result of such inquiries or solicitations, or (iiiD) required continuing to be disclosed pursuant to applicable law do business with any customers of RSG, Seller or regulation or any of their Affiliates at locations not included in the order of a governmental or regulatory body (provided that Xxxxxxxx Company Assets, so long as such business does not include the Company is given reasonable notice solicitation of any such required disclosure). Employee agrees that Employee will return to business included in the Company upon request, but in any event upon termination Xxxxxxxx Disposal Accounts as of employment, any physical embodiment of any confidential information and/or any summaries containing any confidential information, in whole in part, in any media. For the avoidance of doubt, nothing in this Agreement is intended to impair the Employee’s rights to make disclosures under any applicable Federal whistleblower lawdate hereof. (b) During the term of employment, and for a period of one year following termination of such employment for any reason or payment of any compensation, whichever occurs last, Employee shall not engage, directly or indirectly (which includes, without limitation, owning, managing, operating, controlling, being employed by, giving financial assistance to, participating in or being connected in any material way with any person or entity), anywhere in the United States in any activities with KeHe Distributors, LLC (or any subsidiary or Affiliated entity thereof), any other company which is a direct competitor of the Company and any other company that conducts any business for which the Employee is uniquely qualified to serve as a member of senior management as a result of his service Notwithstanding anything to the Companycontrary set forth in Section 6.12(a) above, which for purposes of this Agreement shall mean the following companies: C&S Wholesale Grocers, Inc., (or any subsidiary or Affiliated entity thereof) with respect to (i) the Company’s activities period commencing on the date hereof and/or (ii) and terminating on the 1st anniversary of the Closing Date, RSG, Seller and their respective Affiliates agree not to accept any activities which the Company becomes involved in during the Employee’s term of employmentmunicipal solid waste disposal business from any Xxxxxxxx Disposal Accounts; provided, however, that Employee’s ownership as a passive investor of less than five percent (5%the foregoing restriction set forth in this Section 6.12(b) of the issued and outstanding stock of a publicly held corporation so engaged, shall not by itself be deemed prohibit RSG, Seller or any Affiliate from accepting disposal business in the event that the customer with respect to constitute such competition. Further, during such one-year period Employee shall not act to induce Xxxxxxxx Disposal Account asserts that any of the Company’s vendors, customers or employees to take action that might be disadvantageous to the Company or otherwise disturb such party’s relationship with key disposal terms offered by the Company, Buyer or their Affiliates to such Xxxxxxxx Disposal Account following the Closing are materially less favorable than the disposal terms in existence as of the Closing Date with respect to such Xxxxxxxx Disposal Account; provided further, however, that the foregoing restrictions set forth in this Section 6.12(b) shall not prohibit RSG, Seller or any Affiliate from (i) accepting disposal business from customers willing to pay the posted gate disposal fees (without providing any broker, trucking or other refund, deduction, credit or discount of any kind), (ii) responding to, or executing a contract with any customer solicited through, a request for proposals or other bidding process (public but not private), or (iii) continuing to do business with any existing customers of RSG, Seller or any of their Affiliates at locations not included in the Xxxxxxxx Company Assets, so long as such business does not include the solicitation or acceptance of any business included in the Xxxxxxxx Disposal Accounts as of the date hereof. For purposes of clarifying clause (iii) above, contracts in place as of the date hereof with existing customers of RSG, Seller or their Affiliates shall not be considered a solicitation or acceptance of existing Xxxxxxxx Disposal Account business. (c) Employee hereby acknowledges that Employee will treat as In addition to any other rights or remedies available to Buyer pursuant to this Agreement or any other agreement, at law or in equity, Buyer shall be entitled to injunctive relief requiring specific performance by Seller and its Affiliates of this Section and Seller, for the Company’s sole benefititself and its Affiliates, and fully and promptly disclose and assign consents to the Company without additional compensation, all ideas, information, discoveries, inventions and improvements which are based upon or related to any confidential information protected under Section 5(a) herein, and which are made, conceived or reduced to practice by Employee during Employee’s employment by the Company and within one year after termination entry thereof. The provisions of this subsection (c) shall apply whether such ideas, discoveries, inventions, improvements or knowledge are conceived, made or gained by Employee alone or with others, whether during or after usual working hours, either on or off the job, directly or indirectly related to the Company’s business interests (including potential business interests), and whether or not within the realm of Employee’s duties. (d) Employee shall, upon request of the Company, but at no expense to Employee, at any time during or after employment by the Company, sign all instruments The Seller Parties and documents and cooperate in such other acts reasonably required to protect rights to the ideas, discoveries, inventions, improvements and knowledge referred to above, including applying for, obtaining and enforcing patents and copyrights thereon in any and all countries. (e) The Employee recognizes Buyer acknowledge that the possible restrictions on the Employee’s activities which may occur as a result of the Employee’s performance of the Employee’s obligations under Sections 5(a) and (b) of this Agreement are required for the reasonable protection of the Company and its investments, and the Employee expressly acknowledges that such restrictions are fair and reasonable for that purpose. The Employee acknowledges that money damages would not be an adequate or sufficient remedy for any breach of Sections 5(a) and (b), and that in the event of a breach or threatened breach of Sections 5(a) and (b), the Company, in addition to other rights and remedies existing in its favor, shall be entitled, as a matter of right, to injunctive relief, including specific performance, from a court of competent jurisdiction in order to enforce, or prevent any violations of, the provisions of Sections 5(a) and (b). The terms intent of this Section 5(e) shall not prevent 6.12 is to impose the Company from pursuing any other available remedies for any breach or threatened breach hereofsame restrictions, including but not limited limitations, conditions and exceptions that would apply pursuant to the recovery of damages from the Employee. If any Section 6.20 of the provisions of this Asset Purchase Agreement are held to be in any respect an unreasonable restriction upon Employee then they shall be deemed to extend only over if the maximum period of time, geographic area, and/or range of activities as to which they may be enforceable. The Employee expressly agrees that all payments and benefits due Xxxxxxxx Company Assets were being sold under the Employee under this Agreement shall be subject to the Employee’s compliance with the provisions set forth in this Section 5Asset Purchase Agreement. (f) Except with respect to any shorter term as expressly provided herein, this Section 5 shall survive the expiration or earlier termination of Employee’s relationship with the Company for a period of ten (10) years.