Common use of Restrictive Covenants Clause in Contracts

Restrictive Covenants. During the Standstill Period, each of CD&R Fund and the Purchaser Parties shall not, and shall cause their respective Affiliates and all other investment funds or Persons controlled or managed by any of the general partners of CD&R Fund or the Purchaser Parties or their respective Affiliated Funds not to, directly or indirectly: (a) solicit for employment, employ or attempt to employ or divert any senior management-level employee of any Group Company as of the date hereof; provided, that the Purchaser and its Affiliates may (1) engage in general solicitations of employment (including through search firms) not specifically directed at such employees and (2) solicit for employment or employ or attempt to employ any person who is no longer employed by any Group Company at such time; or (b) engage or participate, as an owner, investor, partner, member, shareholder or lender, in a business primarily engaged in the distribution of roofing materials, drywall or ceiling tile and related accessories anywhere in the United States or Canada. Notwithstanding the foregoing, the restrictions set forth in this Section 4.14 shall not apply to any portfolio company of CD&R Fund, the Purchaser Parties or any Affiliated Fund (or any controlled Affiliate of any such portfolio company), except to the extent CD&R Fund, the Purchaser Parties or any Affiliated Fund (other than their respective portfolio companies or controlled Affiliates thereof) either directs or causes such portfolio company (or controlled Affiliate) to take an action that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such action; provided that service by one or more representatives of the Purchaser Parties, CD&R Fund or any Affiliated Fund as a director of a portfolio company shall not, on its own, constitute directing or causing such portfolio company (or controlled Affiliate) to take any action that would be a breach of this Section 4.14 if the Purchaser Parties or CD&R Fund had taken such action. Each of CD&R Fund and the Purchaser Parties shall not, and shall cause the Affiliated Funds not to, vote in their capacity as equityholders in favor of, or fail to exercise a contractual veto right over, an action by such portfolio company (or controlled Affiliate) that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such action.

Restrictive Covenants. During (a) Seller hereby acknowledges and agrees that (i) Buyer would not have entered into this Agreement if Seller had not agreed to the Standstill covenants set forth in this Section 5.10, that Section 5.10 is a material term and material incentive for entering into this Agreement, and (ii) Seller has had access to and is selling to Buyer as part of this Agreement the goodwill of the Company and information that is confidential and proprietary to the Company, that constitutes a valuable, special and unique asset of the Company, and with respect to which Buyer is entitled to the protections afforded by this Agreement and to the remedies for enforcement of this Agreement provided by law or in equity (including those remedies the availability of which may be within the discretion of the court or arbitrator that presides over any action for which enforcement of this Agreement is brought). (b) For a period of 18 months after the Closing Date, Seller agrees that it will not (i) directly or indirectly employ or engage any (A) Business Employee who accepts an Employment Offer from Buyer or any other Field Business Employee who receives an Employment Offer from Buyer, (B) Company Service Provider who provides services to the Company after the Closing or (C) employee of Buyer or any of its Affiliates with whom Seller or any of its Affiliates had contact with or became aware of prior to the Closing Date (collectively, the “Restricted Employees”), or (ii) directly or indirectly solicit the employment or services of, or cause or attempt to cause to leave the employment or service of Buyer or any Affiliate of Buyer, any Restricted Employees; provided, however, that Seller may solicit or hire any Restricted Employees (X) Buyer has consented to the solicitation or hiring of such individual in writing, which consent Buyer may withhold in its sole discretion or (Y) with respect to Restricted Employees who are not Business Employees or Company Service Providers, such solicitation solely occurs by general solicitation for employment not directed at any such Restricted Employees. (c) For a period of 18 months following the Closing Date, Seller agrees that it will not, directly or indirectly, acting alone or as a member of a partnership or company, as a holder or owner of any security, as a lender, agent, advisor, consultant or independent contractor: (i) within the Restricted Area, carry on, participate in, or be engaged in (whether for its own account or for the account of any other Person) the Restricted Business; (ii) share in the earnings of, or beneficially own or hold any security issued by, or otherwise own or hold any interest in any entity which is engaged in the Restricted Business within the Restricted Area; or (iii) encourage or induce, directly or indirectly, any customer or supplier of the Company who is a customer or supplier of the Company within the Restricted Area immediately prior to the Closing, or is a prospective customer or supplier of the Company within the Restricted Area immediately prior to the Closing, to curtail, cancel or materially reduce its business or refrain from doing business with, Buyer or its Affiliates (which after Closing includes the Company) within the Restricted Area. Notwithstanding the foregoing provisions of this Section 5.10(c), Seller may own, solely as an investment, securities of an entity that is engaged in the Restricted Business within the Restricted Area if (1) Seller is not an Affiliate of the issuer of such securities, (2) Seller does not, directly or indirectly, beneficially own more than 5% in the aggregate of such class of securities, and (3) Seller has no active participation in such entity. (d) From the Closing Date and for a period of 2 years thereafter (or with respect to any contract with a term longer than two years, for a period equivalent to the term of such contract) (such period, the “Confidentiality Period”), each of CD&R Fund and the Purchaser Parties shall notSeller shall, and shall cause their respective its Affiliates and all other investment funds or Persons controlled or managed by any of the general partners of CD&R Fund or the Purchaser Parties or their respective Affiliated Funds not Outrigger, to, directly or indirectly: (a) solicit for employmenthold in confidence and not use, employ or attempt to employ or divert any senior management-level employee of any Group Company as of the date hereofConfidential Information; provided, however, that the Purchaser Outrigger, Seller and its Affiliates shall be able to use or disclose any such Confidential Information (i) as may be reasonably required by Outrigger, Seller or its Affiliates in connection with any insurance proceedings or Tax audits against or proceedings concerning Outrigger, Seller or its Affiliates or (1ii) engage in general solicitations to enforce its rights and comply with its obligations under this Agreement. If Outrigger, Seller or any of employment (including through search firms) not specifically directed at such employees and (2) solicit for employment its Affiliates is requested or employ compelled during the Confidentiality Period to disclose any Confidential Information by judicial or attempt to employ any person who is no longer employed administrative process, by any Group Company Governmental Authority or by other requirements of Law, Outrigger, Seller or such Affiliate (as applicable) shall be permitted to make such disclosure; provided, however, that Outrigger, Seller or such Affiliate (as applicable), to the extent permitted by applicable Law, promptly notifies Buyer in writing and discloses only that portion of such Confidential Information that Outrigger, Seller or such Affiliate (as applicable) is legally required to disclose and that Outrigger, Seller or such Affiliate (as applicable) provides reasonable cooperation to Buyer, at such time; or (b) engage Buyer’s expense, with respect to any actions taken by Buyer to obtain an appropriate protective order or participateother reasonable assurance that confidential treatment will be accorded Confidential Information. Further, as an ownernotwithstanding any other provision in this Agreement, investorSeller may disclose Confidential Information to Seller’s Affiliates and each of their respective partners, partnermembers, memberofficers, shareholder or lendermanagers, directors, agents and investors to the extent Seller deems reasonably necessary in a business primarily engaged in connection with the distribution of roofing materialstransactions contemplated by this Agreement, drywall or ceiling tile subject to the confidentiality and related accessories anywhere in the United States or Canada. Notwithstanding the foregoing, the non-use restrictions set forth in this Section 4.14 5.10(d) and Seller shall not apply to any portfolio company be responsible for a breach by Outrigger, Seller’s Affiliates and each of CD&R Fundtheir respective partners, the Purchaser Parties or any Affiliated Fund (or any controlled Affiliate members, officers, managers, directors, agents and investors of any such portfolio company), except this Section 5.10(d) to the extent CD&R FundSeller provides Confidential Information to Outrigger, such Affiliates or such other persons. (e) Seller hereby agrees that if Seller violates or threatens to violate any of the Purchaser Parties or any Affiliated Fund (other than their respective portfolio companies or controlled Affiliates thereof) either directs or causes such portfolio company (or controlled Affiliate) to take an action that would be a breach provisions of this Section 4.14 5.10, it would be difficult to determine the entire cost, damage or injury which Buyer and its Affiliates would sustain. Seller acknowledges that if CD&R Fund it violates any of the provisions of this Section 5.10, Buyer may have no adequate remedy at law. In the event of such violation, Buyer shall have the right, in addition to any other rights that may be available to it, to seek to obtain in any court of competent jurisdiction injunctive relief to restrain any violation by Seller of any provision of this Section 5.10 or the Purchaser Parties had taken such action; provided that service to seek to compel specific performance by Seller of one or more representatives of its obligations under this Section 5.10. The seeking or obtaining by Buyer of such injunctive relief shall not foreclose or in any way limit the Purchaser Parties, CD&R Fund or right of Buyer to obtain a money judgment against Seller for any Affiliated Fund as a director damage to Buyer that may result from any breach by Seller of a portfolio company shall not, on its own, constitute directing or causing such portfolio company (or controlled Affiliate) to take any action that would be a breach provision of this Section 4.14 if 5.10. (f) Seller acknowledges that the Purchaser Parties covenants contained in Section 5.10 are reasonable in geographic and temporal scope and that the scope of each of the activities being restrained is reasonable and does not impose a greater restraint than is necessary to protect the goodwill or CD&R Fund had taken such action. Each other business interest of CD&R Fund Buyer and the Purchaser Parties Company. If any court of competent jurisdiction determines that any of such covenants, provisions or portions of Section 5.10, or any part thereof, are unenforceable or otherwise invalid, then (i) the validity and enforceability of any remaining covenants, provisions or portions thereof shall notnot be affected by such determination, (ii) those of such covenants, provisions or portions that are determined to be unenforceable because of the duration or scope thereof shall be reformed if possible by the court to reduce their duration or scope so as to render the same enforceable against Seller to the maximum duration and broadest scope permitted by law, and shall cause if such reformation is not possible, then severance by the Affiliated Funds not tocourt, vote in their capacity as equityholders in favor ofand (iii) all remaining covenants, or fail to exercise a contractual veto right overprovisions, an action by such portfolio company (or controlled Affiliate) that would be a breach portions and terms of this Section 4.14 if CD&R Fund or 5.10 shall be valid and enforceable to the Purchaser Parties had taken such actionfullest extent permitted by law.

Restrictive Covenants. During (a) Seller agrees that for a period of one (1) year from the Standstill PeriodClosing Date, each without the prior written consent of CD&R Fund Buyer, Seller will not, and will cause its controlled Affiliates not to, directly or indirectly, solicit for employment or employ any Transferred Employee; provided, however, that the Purchaser Parties foregoing shall not prohibit Seller from (i) engaging in the general solicitation (whether by newspaper, trade publication or other periodical or pursuant to the use of an executive search consultant) of employees or (ii) soliciting and hiring any employee after the Closing who has not been employed by Buyer in connection with the Business during the six (6)-month period preceding such solicitation or who was terminated by Buyer without cause. Buyer agrees that for a period of one (1) year from the Closing Date, without the prior written consent of Seller, Buyer will not, and will cause Guarantor and Guarantor’s controlled Affiliates not to, directly or indirectly, solicit for employment or employ any employee of Seller or its Affiliates who is not a Transferred Employee; provided, however, that the foregoing shall not prohibit Buyer from (i) engaging in the general solicitation (whether by newspaper, trade publication or other periodical or pursuant to the use of an executive search consultant) of employees or (ii) soliciting and hiring any employee after the Closing who has not been employed by Seller or its Affiliates during the six (6)-month period preceding such solicitation or who was terminated by Seller or its Affiliates without cause. (b) For a period of four (4) years from the Closing Date, Seller agrees that it will not, and will cause its Affiliates not to, directly or indirectly, within any jurisdiction or marketing area of the Business, own, manage, operate, control, be employed by or participate in the ownership, management, operation or control of, any business of the type and character engaged in and competitive with the Business on the Closing Date (a “Competing Business”); provided, however, that nothing in this Section 6.7(b) shall be deemed to limit in any way the conduct of any Excluded Business that is or includes a Competing Business in any market other than the United States, Canada or Mexico, or the conduct of any other Excluded Business (other than any portion thereof that is a Competing Business) anywhere in the world. The restrictions set forth in this Section 6.7(b) shall not be construed to prohibit or restrict any Seller or any of its Subsidiaries from acquiring any Person or business that engages in any Competing Business; provided, that the engagement in such Competing Business does not constitute more than twenty percent (20%) of total revenues expressed in Dollars or calculated in Dollars utilizing the relevant and then applicable current foreign currency exchange rate, of all sales of such Person or business during the consecutive four (4) full calendar quarters immediately preceding the effective date of acquisition of such Person or business; provided, further that to the extent participation in such Competing Business involves the ownership of the voting securities of such Competing Business, this covenant shall not be violated if the percentage of such voting securities owned does not exceed fifteen percent (15%). (c) For a period of four (4) years from the Closing Date, Seller agrees that it shall not, and shall cause their respective its Affiliates and all other investment funds or Persons controlled or managed by any of the general partners of CD&R Fund or the Purchaser Parties or their respective Affiliated Funds not to, directly or indirectly: (a) solicit for employment, employ persuade or attempt to employ or divert persuade any senior management-level employee customer of any Group Company the Business as of the date hereof; provided, that the Purchaser and Closing Date to discontinue doing business with Buyer or any of its Affiliates may with respect to the Business. (1d) engage Notwithstanding anything to the contrary in general solicitations of employment (including through search firmsthis Agreement, the prohibitions in Sections 6.7(b) not specifically directed at such employees and (2c) solicit for employment or employ or attempt to employ any person who is no longer employed by any Group Company at such time; or (b) engage or participate, as an owner, investor, partner, member, shareholder or lender, in a business primarily engaged in the distribution of roofing materials, drywall or ceiling tile and related accessories anywhere in the United States or Canada. Notwithstanding the foregoing, the restrictions set forth in this Section 4.14 shall not apply to (i) any portfolio company businesses or operations of CD&R FundSeller or any of its Affiliates which are transferred to any Competing Purchaser after the date of this Agreement, (ii) any Affiliate of Seller the stock of which is transferred to any Competing Purchaser after the date of this Agreement, or (iii) any Competing Purchaser who becomes an Affiliate of Seller as a result of a change of control of Seller, except in each case with respect to operation of the portion of the South America Business that is or includes a Competing Business in the United States, Canada or Mexico, which shall continue to be subject to Sections 6.7(b) and (c) in accordance with the terms thereof. (e) The covenants and undertakings contained in this Section 6.7 (the “Restrictive Covenants”) relate to matters which are of a special, unique and extraordinary character and a violation of any of the Restrictive Covenants will cause irreparable injury to the Buyer, the Purchaser Parties amount of which will be impossible to estimate or determine and which cannot be adequately compensated. Accordingly, the remedy at law for any Affiliated Fund (breach of the Restrictive Covenants will be inadequate. Therefore, each Seller acknowledges that Buyer will be entitled to a temporary and permanent injunction, restraining order or other equitable relief from any controlled Affiliate court of competent jurisdiction in the event of any such portfolio company), except to the extent CD&R Fund, the Purchaser Parties or any Affiliated Fund (other than their respective portfolio companies or controlled Affiliates thereof) either directs or causes such portfolio company (or controlled Affiliate) to take an action that would be a breach of this Section 4.14 if CD&R Fund the Restrictive Covenants, without posting any bond, security or the Purchaser Parties had taken such action; provided that service by one or more representatives of the Purchaser Parties, CD&R Fund or any Affiliated Fund as a director of a portfolio company shall not, on its own, constitute directing or causing such portfolio company (or controlled Affiliate) to take any action that would be a breach of this Section 4.14 if the Purchaser Parties or CD&R Fund had taken such action. Each of CD&R Fund and the Purchaser Parties shall not, and shall cause the Affiliated Funds not to, vote in their capacity as equityholders in favor of, or fail to exercise a contractual veto right over, an action by such portfolio company (or controlled Affiliate) that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such actionother undertaking.

Restrictive Covenants. During the Standstill Period, each of CD&R Fund and the Purchaser Parties 14.1. You shall not, without the prior written consent of Unilever, be or become directly or indirectly engaged or concerned or interested in any other business, trade, profession or occupation or undertake any work for any other person, firm or company whether paid or unpaid during the continuance of your employment. However, nothing in this Clause 14.1 shall prevent you from holding, or otherwise having an interest in, any shares or other securities of any company for investment purposes only, unless that holding is a significant one in a company that is a material competitor of any member of the Unilever Group. 14.2. Unless you have Unilever’s express prior written agreement (not to be unreasonably withheld), during the Restricted Period you will not: a) in competition with any member of the Unilever Group: (i) be employed by; (ii) be engaged by; or (iii) otherwise provide services to, any Restricted Business which is being carried out or will be carried out within the Restricted Area; b) in competition with any member of the Unilever Group undertake or carry on any Restricted Business which is being carried out or will be carried out within the Restricted Area; (i) be employed by, (ii) be engaged by, or (iii) otherwise provide services to: • a Restricted Customer; • a Potential Customer; or • any other customer or target customer in respect of whom you had material dealings or material management responsibility during the Relevant Period, in each case in connection with any Restricted Business which is being carried out or will be carried out within the Restricted Area; d) (i) be employed by, (ii) be engaged by, or (iii) otherwise provide services to: • a Restricted Supplier; • a Potential Supplier; or • any other supplier or target supplier in respect of whom you had material dealings or material management responsibility during the Relevant Period, in each case in connection with any Restricted Business which is carried out or will be carried out within the Restricted Area; e) either (i) interfere with the supply of goods or services to Unilever (or any member of the Unilever Group) in relation to any contract or arrangement that such entity has with: • a Restricted Supplier; or • any other supplier in respect of which you had material dealings or material management responsibility during the Relevant Period, or (ii) induce any such supplier to cease or decline to supply such goods or services in the future, or adversely vary the terms on which they are provided; f) in competition with any member of the Unilever Group, for the purpose of any Restricted Business deal with or solicit the business of: (i) any Restricted Customer; (ii) any Potential Customer; (iii) any Restricted Supplier; (iv) any Potential Supplier; (v) any other customer or target customer in respect of whom you had material dealings or material management responsibility during the Relevant Period; or (vi) any other supplier or target supplier in respect of whom you had material dealings or material management responsibility during the Relevant Period; and/or g) offer employment to, or otherwise endeavour to entice away from Unilever or any member of the Unilever Group, any Restricted Employee. 14.3. Each part of Clause 14.2 constitutes a separate and shall cause their respective Affiliates independent restriction (including, for the avoidance of doubt, each separate and all independent restriction delineated by Roman numerals or bullet points or otherwise) and does not operate to limit any other investment funds or Persons controlled or managed obligation owed by you. If any restriction is held to be unenforceable by a court of competent jurisdiction, it is intended and understood by us that the remaining restrictions will still be enforceable. If your place of work changes to a different country such that the covenants contained in this Clause 14 become subject to the laws of that country, the covenants will, if necessary, be modified so that they comply with any such laws and in order that the covenants remain enforceable in that country, provided that no changes will make any of the general partners of CD&R Fund covenants wider in scope. Unilever may expressly amend the covenants in order to reflect any such changes (and you agree to re-execute any such covenants as necessary in order to give effect to this), or alternatively the Purchaser Parties or their respective Affiliated Funds not to, directly or indirectly:changes may be deemed to be made automatically. (a) solicit for employment, employ or attempt to employ or divert any senior management-level employee of any Group Company as of the date hereof; provided, that the Purchaser and its Affiliates may (1) engage in general solicitations of employment (including through search firms) not specifically directed at such employees and (2) solicit for employment or employ or attempt to employ any person who is no longer employed by any Group Company at such time; or (b) engage or participate, as an owner, investor, partner, member, shareholder or lender, in a business primarily engaged in the distribution of roofing materials, drywall or ceiling tile and related accessories anywhere in the United States or Canada14.4. Notwithstanding the foregoing, the restrictions set forth The definitions used in this Section 4.14 shall not apply to any portfolio company of CD&R Fund, clause have the Purchaser Parties or any Affiliated Fund (or any controlled Affiliate of any such portfolio company), except to the extent CD&R Fund, the Purchaser Parties or any Affiliated Fund (other than their respective portfolio companies or controlled Affiliates thereof) either directs or causes such portfolio company (or controlled Affiliate) to take an action that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such action; provided that service by one or more representatives of the Purchaser Parties, CD&R Fund or any Affiliated Fund as a director of a portfolio company shall not, on its own, constitute directing or causing such portfolio company (or controlled Affiliate) to take any action that would be a breach of this Section 4.14 if the Purchaser Parties or CD&R Fund had taken such action. Each of CD&R Fund and the Purchaser Parties shall not, and shall cause the Affiliated Funds not to, vote in their capacity as equityholders in favor of, or fail to exercise a contractual veto right over, an action by such portfolio company (or controlled Affiliate) that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such action.following meanings:

Restrictive Covenants. During As an inducement for Parent, Holdings and Buyer to enter into the Standstill PeriodPurchase Agreement, each for the protection of CD&R Fund the goodwill of the Company, and as additional consideration for the Purchaser Parties consideration to be paid under the Purchase Agreement, the parties hereto agree as follows: (a) Ancillary to the enforceable promises set forth herein, BCP agrees that for a period of two years from and after the Closing Date, BCP shall not, and shall cause their respective its Affiliates and all other investment funds or Persons controlled or managed by any of the general partners of CD&R Fund or the Purchaser Parties or their respective Affiliated Funds not to, directly or indirectly: (ai) solicit for employment, employ induce or attempt to employ induce any of the persons set forth on Schedule 1 hereto (each, an “Executive” and, collectively, the “Executives”) or divert any senior management-level employee other executive officer of any Group the Company (as of the date hereofClosing) to leave the employ of the Company; provided, however, that notwithstanding the Purchaser promises and its Affiliates may covenants within this Section 1(a)(i), BCP shall not be precluded from (1A) engage engaging in general solicitations of employment (or advertising for personnel, including through search firms) advertisements and searches conducted by a headhunter agency, provided that such solicitation, advertising or searches are not specifically directed at any such employees of the Company; and (2B) solicit for employment or employ or attempt subject to employ Section 1(a)(ii), hiring any such person who is no longer contacts BCP or its Affiliates in response to solicitations or advertising under the foregoing clause (A); (ii) hire any Executive who was employed by any Group the Company at such timeany time during the 12 month period prior to the Closing; or (iii) induce or attempt to induce any Person that is, to BCP’s knowledge, a Customer, supplier or material business relation of the Company (including any Person that, to BCP’s knowledge, was a Customer, supplier or other material business relation of the Company at any time during the 12 month period immediately prior to the Closing) to cease doing business with the Company. (b) engage From and after the date hereof, each party hereto agrees that it will not, and will direct its Affiliates not to, knowingly make, publish or participate, as an owner, investor, partner, member, shareholder communicate to any Person any oral or lender, written statement that disparages or places the other party hereto in respect thereof in a business primarily engaged false light, except in the distribution of roofing materialsconnection with a legal proceeding, drywall legal process or ceiling tile and related accessories anywhere in the United States if such party is otherwise required by Law to cooperate with, or Canada. Notwithstanding the foregoingis responding to a request from, the restrictions set forth a Governmental Entity or self-regulatory authority; provided, however, that nothing in this Section 4.14 1(b) shall not apply prohibit any of the parties hereto or their Affiliates or any parties to the Purchase Agreement or any portfolio company of CD&R Fundthe agreements entered into in connection therewith from defending against claims, or enforcing their rights, under this Agreement, the Purchaser Parties Purchase Agreement or any Affiliated Fund of the other agreements entered in connection therewith. (or any controlled Affiliate of any such portfolio company)c) From and after the date hereof, except to the extent CD&R Fundconsented to by Parent, Holdings, Buyer or the Purchaser Parties Company, BCP shall keep confidential (except as may be disclosed to its Affiliates, directors, officers, partners, employees, agents, consultants, financing sources, investors (including direct and indirect limited partners or investors), vehicles, managed accounts, attorneys, accountants, financial advisors or other representatives (collectively, “Representatives”)) and not use or disclose, and shall direct its Representatives to keep confidential and to not use or disclose, any Affiliated Fund and all Proprietary Information relating directly to the Company that remains in BCP’s possession after the Closing. The foregoing will not preclude BCP and its Representatives from (i) disclosing such Proprietary Information without liability hereunder if compelled or requested to disclose the same by legal, judicial or administrative process or by other requirements of Law (including, without limitation, by oral questions, interrogatories, requests for information or documents in legal, administrative, arbitration or other formal proceedings, subpoena, civil investigative demand or other similar process, including but not limited to an audit or examination by a regulator, bank examiner or self-regulatory organization) (subject to the following sentence), (ii) discussing or using such Proprietary Information if the same hereafter is publically available (other than their respective portfolio companies or controlled Affiliates thereof) either directs or causes such portfolio company (or controlled Affiliate) to take an action that would be as a result of a breach of this Section 4.14 if CD&R Fund 1(c)); (iii) discussing or using such Proprietary Information to the Purchaser Parties had taken extent such actioninformation is acquired or made available to BCP or its Representatives by a Person that is not, to BCP’s reasonable belief, subject to an obligation of confidentiality to the Company or any Person (other than BCP and its Representatives) with respect to such information; provided that service by one or more representatives (iv) using such Proprietary Information in connection with its ownership of Equity Interests of the Purchaser PartiesBuyer Group. If BCP or its Affiliates or their Representatives is requested or required (by oral questions, CD&R Fund interrogatories, requests for information or documents in legal, administrative, arbitration or other formal proceedings, subpoena, civil investigative demand or other similar process, including but not limited to an audit or examination by a regulator, bank examiner or self-regulatory organization) to disclose any Affiliated Fund as such Proprietary Information, BCP shall, to the extent legally permissible, promptly notify Buyer Group of any such request or requirement so that Buyer Group may seek a director protective order or other appropriate remedy (in each case, at Buyer Group’s sole expense) and/or waive compliance with the provisions of this Section 1(c). If based on the advice of counsel and in the absence of a portfolio company protective order or other remedy, BCP is required to disclose such information, BCP, without any liability hereunder, may disclose that portion of such information that it believes in good faith it is legally required to disclose. Notwithstanding anything to the contrary contained herein, BCP shall notnot be required to give any notice and shall have no liability hereunder to the extent BCP or its Representatives is requested or required to disclose Proprietary Information to the applicable regulatory or self-regulatory authorities having supervisory jurisdiction over BCP or its Representatives, on its ownas applicable, constitute directing during the course of any regulatory audit or causing such portfolio company (or controlled Affiliate) examination. BCP shall be liable to take any action that would be a the Company for the breach of this Section 4.14 if 1(c) by any of its Representatives. (d) Notwithstanding anything herein to the Purchaser Parties contrary, nothing in this Section 1 shall in any way limit the activities of any Affiliate (including portfolio companies) of BCP or CD&R Fund had taken its Affiliates (or any investment funds, vehicles or companies managed by Seller or its Affiliates) who are not in receipt of or otherwise provided any Proprietary Information; provided, however, that the foregoing shall not apply to the extent any Affiliate (including portfolio companies) of BCP or its Affiliates is acting at the specific instruction of a Person in possession of Proprietary Information who is using such actionProprietary Information in making such instruction. Each For avoidance of CD&R Fund and the Purchaser Parties doubt, no such Affiliate shall notbe deemed to be “in receipt or otherwise provided any Proprietary Information” solely as a result of a Representative of BCP or its Affiliates (or any investment funds, and shall cause the Affiliated Funds not tovehicles or companies managed by BCP or its Affiliates) who is in possession of Proprietary Information also being an officer, vote in their capacity as equityholders in favor of, director or fail to exercise a contractual veto right over, an action by other agent of such portfolio company (or controlled Affiliate) that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such actioncompany.

Restrictive Covenants. a) During the Standstill Periodperiod of his employment by Parent hereunder and for a period of twelve (12) months after the termination or expiration of his employment with Parent (including any successor or assign of Parent), each of CD&R Fund and the Purchaser Parties shall for any reason whatsoever, Executive agrees that he will not, and shall cause their respective Affiliates and all other investment funds on his own account, or Persons controlled or managed by any of the general partners of CD&R Fund or the Purchaser Parties or their respective Affiliated Funds not to, directly or indirectly: (a) solicit for employment, employ or attempt to employ or divert any senior management-level employee of any Group Company as of the date hereof; provided, that the Purchaser and its Affiliates may (1) engage in general solicitations of employment (including through search firms) not specifically directed at such employees and (2) solicit for employment or employ or attempt to employ any person who is no longer employed by any Group Company at such time; or (b) engage or participate, as an owneremployee, investorconsultant, adviser, partner, member, shareholder or co-venturer, owner, officer, lender, director or stockholder of any other Person: i) directly or indirectly, solicit (though this shall not be deemed to include general advertisements and business efforts not performed or assisted by Executive) customers or prospective customers of Parent with whom Executive had contact during the five (5) years prior to the termination of his employment for the purposes of providing any service that is competitive with Parent; ii) directly or indirectly, for himself or on behalf of any other Person in a which he may now, or shall hereafter, have any direct or indirect business primarily engaged or employment interest, induce or attempt to induce, in any manner whatsoever (though this shall not be deemed to include general job placements and advertisements), any employees of Parent to leave the employ of Parent and/or to seek or accept employment with Executive or any such Person, nor shall Executive negotiate with any such employee while Executive is in the distribution employ of roofing materialsParent with respect to such person's present or future employment; or iii) be associated, drywall or ceiling tile and related accessories anywhere in the United States same or Canada. Notwithstanding a substantially similar capacity as he was associated with Parent, with any business that is directly competitive with the foregoingbusiness of Parent and is located in the states of Utah or North Carolina or any other states that Parent conducts business in where such business accounts for at least 5% of Parent's annual revenues at the time of termination or expiration of Executive's employment with Parent; provided that if this area is deemed overly broad, the restrictions set forth in restricted area shall be North Carolina; provided further, if this Section 4.14 shall not apply to any portfolio company of CD&R Fundarea is deemed overly broad, the Purchaser Parties restricted area shall be Wake County in the State of North Carolina. b) Executive further acknowledges and agrees that in view of the unique position of and services rendered by Executive to Parent, and of the business activities of Parent, the time period, scope of activities and territorial scope specified above are the fair, appropriate and minimum reasonable time period, scope of activities and territorial restrictions necessary to protect Parent in the full use of the good will of the business conducted by Parent. Executive further agrees that monetary damages cannot fully compensate Parent in the event of a violation of the foregoing restrictive covenants, and the covenants of Paragraph 7, and therefore consents to Parent, in case of violation, having injunctive relief without bond or any Affiliated Fund (notice in addition to such other relief as may be available in equity or any controlled Affiliate at law. No waiver of any violation hereof shall be implied by Parent's forbearance or failure to take action in pursuance hereof. All covenants and provisions of Paragraph 7 and this Paragraph 8 shall constitute a series of separate covenants, and if any particular portion of Paragraph 7 or this Paragraph 8 shall be adjudicated invalid or unenforceable, the same shall be deemed deleted without affecting the validity or enforceability of other portions or provisions hereof, and such portfolio company)deletion shall apply only with respect to the operation of said paragraphs in the particular jurisdiction in which such adjudication is made. Further, except to the extent CD&R Fundthat any provision hereof is deemed unenforceable by virtue of its scope in terms of territory, length of time, scope of activities or otherwise, but may be made enforceable by limitations or revisions thereon, the Purchaser Parties parties agree that such limitations or revisions may be made so that the same shall, nevertheless, be enforceable to the fullest extent permissible under the laws and public policies applied in any Affiliated Fund (such jurisdiction in which enforcement is sought. c) Executive acknowledges and agrees that, notwithstanding the restrictive covenants contained herein, Executive can still be employed by other than their respective portfolio companies or controlled Affiliates thereofbusinesses without violating the provisions hereof and that such restrictions will not prevent Executive from earning a living. d) either directs or causes such portfolio company (or controlled Affiliate) Executive acknowledges that the compensation package being paid by Parent to take an action that would be a breach Executive hereunder includes consideration specifically for Executive's full compliance with the terms and conditions of Paragraph 7 and this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such action; provided that service by one or more representatives of the Purchaser Parties, CD&R Fund or any Affiliated Fund as a director of a portfolio company shall not, on its own, constitute directing or causing such portfolio company (or controlled Affiliate) to take any action that would be a breach of this Section 4.14 if the Purchaser Parties or CD&R Fund had taken such action. Each of CD&R Fund and the Purchaser Parties shall not, and shall cause the Affiliated Funds not to, vote in their capacity as equityholders in favor of, or fail to exercise a contractual veto right over, an action by such portfolio company (or controlled Affiliate) that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such actionParagraph 8 hereof.

Restrictive Covenants. During (a) The Seller covenants that, commencing on the Standstill Closing Date and ending on the fifth anniversary of the Closing Date (the “Restricted Period”), each of CD&R Fund and the Purchaser Parties Seller shall not, and shall cause their respective its Affiliates and all other investment funds or Persons controlled or managed by any of the general partners of CD&R Fund or the Purchaser Parties or their respective Affiliated Funds not to, directly or indirectly: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 coal (other than coal bed methane or acquisitions of fee interests or leasehold interests in real property where the acquisition of rights to coal is incidental to the primary 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 oil or gas (including coal bed methane), or other minerals (other than coal), or (ii) entering into any merger or acquisition with a Third Party that is directly or indirectly engaged in the mining, marketing or sale of coal in the State of Indiana, provided that the primary business of such Third Party and its Affiliates is a business other than the mining, marketing or sale of coal, and provided further, that nothing in this provision shall preclude any transaction involving a change of control of Seller Parent. (ab) The Seller covenants that for two years following the Closing, it shall not (and shall cause its Affiliates not to), solicit for employmentthe employment of any Person who is during such two year period an Employee of the Purchaser, employ the Company or any of its Subsidiaries, hire any such Person, or persuade, induce or attempt to employ persuade or divert induce any senior management-level employee 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 or its Subsidiaries as a result of any Group Company as of the date hereof; provided, that the Purchaser and its Affiliates may (1) engage in general solicitations of solicitation for employment (including through search firms) not specifically directed at persons who are employed by the Company or its Subsidiaries or presented to the Seller by a recruiting or search firm so long as such employees 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 Seller or its Affiliates or its or their Representatives. (c) The Seller covenants that for two years following the Closing, it shall not (and (2shall cause its Affiliates not to) solicit for employment or employ induce, or in any manner attempt to employ solicit or induce, or cause or authorize any person who is no longer employed by other Person to solicit or induce any Group Company at such time; or (b) engage Person to cease, diminish or participatenot commence doing business with the Company, as an owner, investor, partner, member, shareholder or lender, in a business primarily engaged in the distribution of roofing materials, drywall or ceiling tile and related accessories anywhere in the United States or Canada. Notwithstanding the foregoingits Subsidiaries, the restrictions set forth Purchaser or its Affiliates; provided that nothing in this Section 4.14 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 or its Subsidiaries following the Closing. (d) From and after the Closing Date, the Seller shall not apply to any portfolio company of CD&R Fund(and shall cause its Affiliates not to) disparage the Company, its Subsidiaries, the Purchaser Parties or its Affiliates to any Affiliated Fund Person. From and after the Closing Date, the Purchaser shall not (and shall cause its Affiliates not to) disparage the Seller or its Affiliates to any controlled Affiliate Person. (e) The Seller acknowledges that the restrictions contained in this Section 6.15 are reasonable and necessary to protect the legitimate interests of the Purchaser and constitute a material inducement to the Purchaser to enter into this Agreement and consummate the transactions contemplated by this Agreement, and that a violation of this Section 6.15 by the Seller will result in irreparable injury to the Purchaser and 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 Purchaser, which remedies shall be cumulative and in addition to any other rights or remedies to which the Purchaser may be entitled. (f) In the event that any covenant contained in this Section 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 be deemed reformed, in such jurisdiction to the maximum time, geographic, product or 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 any such portfolio company), except to covenant or provision as written shall not invalidate or render unenforceable the extent CD&R Fund, the Purchaser Parties remaining covenants or any Affiliated Fund (other than their respective portfolio companies or controlled Affiliates thereof) either directs or causes such portfolio company (or controlled Affiliate) to take an action that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such action; provided that service by one or more representatives of the Purchaser Parties, CD&R Fund or any Affiliated Fund as a director of a portfolio company shall not, on its own, constitute directing or causing such portfolio company (or controlled Affiliate) to take any action that would be a breach of this Section 4.14 if the Purchaser Parties or CD&R Fund had taken such action. Each of CD&R Fund and the Purchaser Parties shall notprovisions hereof, and any such invalidity or unenforceability in any jurisdiction shall cause the Affiliated Funds not to, vote invalidate or render unenforceable such covenant or provision in their capacity as equityholders in favor of, or fail to exercise a contractual veto right over, an action by such portfolio company (or controlled Affiliate) that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such action.any other jurisdiction. 55

Restrictive Covenants. During (a) Seller covenants that, commencing on the Standstill Closing Date and ending on the third anniversary of the Closing Date (the “Noncompetition Period”), each of CD&R Fund and the Purchaser Parties Seller shall not, and it shall cause their respective its Affiliates and all other investment funds or Persons controlled or managed by any of the general partners of CD&R Fund or the Purchaser Parties or their respective Affiliated Funds not to, directly or indirectly: , in any capacity, engage in or have any direct or indirect ownership interest in any business anywhere in the world which is engaged, either directly or indirectly, in the business of developing, manufacturing, marketing or selling any products manufactured using Buyer’s proprietary Diffusion Metal Oxide Semiconductor (a“DMOS”) solicit for employment, employ or attempt process technology (the “Seller Restricted Business”). It is recognized that the Seller Restricted Business is expected to employ or divert any senior management-level employee be conducted throughout the world and that more narrow geographical limitations of any Group Company as of the date hereof; provided, that the Purchaser and its Affiliates may (1) engage in general solicitations of employment (including through search firms) nature on this non‑competition covenant are therefore not specifically directed at such employees and (2) solicit for employment or employ or attempt to employ any person who is no longer employed by any Group Company at such time; orappropriate. (b) engage Buyer covenants that during the Noncompetition Period, Buyer shall not, and it shall cause its Affiliates not to, directly or participate, as an owner, investor, partner, member, shareholder or lenderindirectly, in a any capacity, engage in or have any direct or indirect ownership interest in, any business primarily engaged in the distribution of roofing materials, drywall or ceiling tile and related accessories anywhere in the United States world which is engaged, either directly or Canadaindirectly, in the business of developing, manufacturing, marketing or selling any products which are competitive with the products listed in Schedule 6.8(b)(i) that are produced by Seller using the Purchased Assets prior to the Closing, excluding specifically the products listed in Schedule 6.8(b)(ii) that are produced by Buyer prior to the Closing (the “Buyer Restricted Business”). Notwithstanding For the foregoingpurpose of clarity, the restrictions set forth in this Section 4.14 business of developing, manufacturing, marketing or selling power semiconductor products is not deemed to be a Buyer Restricted Business. The noncompetition obligation of Buyer shall not apply to any portfolio company of CD&R Fund, products exclusively sold to Seller after the Purchaser Parties or any Affiliated Fund (or any controlled Affiliate Closing. It is recognized that the Buyer Restricted Business is expected to be conducted throughout the world and that more narrow geographical limitations of any such portfolio company), except to the extent CD&R Fund, the Purchaser Parties or any Affiliated Fund (other than their respective portfolio companies or controlled Affiliates thereof) either directs or causes such portfolio company (or controlled Affiliate) to take an action that would be a breach of nature on this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such action; provided that service by one or more representatives of the Purchaser Parties, CD&R Fund or any Affiliated Fund as a director of a portfolio company shall not, on its own, constitute directing or causing such portfolio company (or controlled Affiliate) to take any action that would be a breach of this Section 4.14 if the Purchaser Parties or CD&R Fund had taken such action. Each of CD&R Fund and the Purchaser Parties shall not, and shall cause the Affiliated Funds non‑competition covenant are therefore not to, vote in their capacity as equityholders in favor of, or fail to exercise a contractual veto right over, an action by such portfolio company (or controlled Affiliate) that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such actionappropriate.

Restrictive Covenants. During (a) Parent agrees, to the Standstill Periodmaximum extent not violative of applicable Legal Requirements, each that for a period of CD&R Fund and two (2) years following the Purchaser Parties shall Closing Date, Parent will not, and shall cause their respective Affiliates and all other investment funds or Persons controlled or managed by nor will it permit any of the general partners of CD&R Fund or the Purchaser Parties or their respective Affiliated Funds not its Affiliates to, directly or indirectly: (a) solicit for employment, employ or attempt to employ or divert any senior management-level employee of any Group Company as of the date hereof; provided, that the Purchaser and its Affiliates may (1) engage in general solicitations of employment (including through search firms) not specifically directed at such employees and (2) solicit for employment or employ or attempt to employ hire any person Business Employee who is no longer or has been employed by any Group Company of the Transferred Companies, at, or at any time within one (1) year prior to, the time of the act of solicitation; provided, however, that (i) general solicitations, such time; oras through newspaper advertisements not directed at Business Employees, will not be deemed to violate this Section 4.15(a) and (ii) this Section 4.15(a) shall not apply in respect of any Business Employee whose employment with Buyer or any of its Affiliates, including the Transferred Companies, is terminated by Buyer or any of its Affiliates. (b) Parent agrees, to the maximum extent not violative of applicable Legal Requirements, that for a period of three (3) years following the Closing Date, Parent will not, and will not permit any of its Affiliates to, engage in the Business in any country (the “Restricted Territory”) in which the Business conducts operations as of the Closing Date (the “Restricted Business”); provided, however, that nothing herein shall be construed to prevent Parent or participateits Affiliates from (w) acquiring or owning, directly or indirectly, up to 5% of a class of equity securities issued by any Person that engages, directly or indirectly, in the Restricted Business in the Restricted Territory that is publicly traded or listed on any stock exchange or automated quotation system, (x) conducting any business conducted by them on the Closing Date (other than those conducted through the Transferred Companies), (y) acquiring any Entity or business or owning such acquired Entity or business that, directly or indirectly, engages in the Restricted Business in the Restricted Territory; provided, however, that if more than 15% of the aggregate net revenue derived from the last complete fiscal year of such acquired Entity or business (calculated on a consolidated basis) was attributed to the Restricted Business in the Restricted Territory, Parent will or will cause its applicable Affiliate to, as an ownerthe case may be, investor, partner, member, shareholder use commercially reasonable efforts to dispose of such portion of such Entity or lender, in a business primarily engaged to the extent that it engages in the distribution of roofing materials, drywall or ceiling tile and related accessories anywhere Restricted Business in the United States Restricted Territory within nine (9) months of the consummation of such acquisition by Parent or Canada. such Affiliate, or (z) performing its obligations under this Agreement or any Ancillary Document. (c) Notwithstanding anything herein to the foregoingcontrary, the restrictions set forth in this Section 4.14 Sections 4.15(a) and 4.15(b) will apply only to Rockwood and Entities “controlled by” (as such term is defined in the definition of the term “Affiliate”) Rockwood, and shall not apply to any portfolio company third Person or the Affiliates of CD&R Fundsuch third Person (other than Rockwood, the Purchaser Parties and any Entities “controlled” by Rockwood) that acquires Rockwood or any Affiliated Fund Entities “controlled” by Rockwood, whether as a result of a merger, consolidation, other business combination, or acquisition of all or substantially all of its assets or business. (d) Parent acknowledges and agrees that the covenants set forth in this Section 4.15 are reasonable in geographical and temporal scope and in all other respects, and any violation of these restrictions would cause substantial injury to Buyer and that Buyer would not have entered into this Agreement without receiving the additional consideration offered by Parent in binding itself and its Affiliates to these restrictions. In the event of a breach or a threatened breach by Parent or any controlled of its Affiliates of these restrictions, Buyer will be entitled to seek an injunction restraining Parent or such Affiliate from such breach or threatened breach without the necessity of proving the inadequacy as a remedy of money damages; provided, however, that the right to injunctive relief will not be construed as prohibiting Buyer from pursuing any other available remedies, whether at law or in equity, for such portfolio company)breach or threatened breach. (e) If any court determines that any provision included in this Section 4.15 is unenforceable, except such court will have the power to reduce the duration or scope of such provision, as the case may be, or terminate such provision and, in reduced form, such provision shall be enforceable; it is the intention of the parties hereto that the foregoing restrictions shall not be terminated, unless so terminated by a court, but shall be deemed amended to the extent CD&R Fundrequired to render them valid and enforceable, such amendment to apply only with respect to the Purchaser Parties or any Affiliated Fund (other than their respective portfolio companies or controlled Affiliates thereof) either directs or causes such portfolio company (or controlled Affiliate) to take an action that would be a breach operation of this Section 4.14 if CD&R Fund or Agreement in the Purchaser Parties had taken such action; provided that service by one or more representatives jurisdiction of the Purchaser Parties, CD&R Fund or any Affiliated Fund as a director of a portfolio company shall not, on its own, constitute directing or causing such portfolio company (or controlled Affiliate) to take any action court that would be a breach of this Section 4.14 if has made the Purchaser Parties or CD&R Fund had taken such action. Each of CD&R Fund and the Purchaser Parties shall not, and shall cause the Affiliated Funds not to, vote in their capacity as equityholders in favor of, or fail to exercise a contractual veto right over, an action by such portfolio company (or controlled Affiliate) that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such actionadjudication.

Restrictive Covenants. During 5.1 For good and valuable consideration hereby acknowledged to have been received, the Standstill Period, each of CD&R Fund Employee hereby further covenants and the Purchaser Parties agrees that he: 1) shall not, and shall cause their respective Affiliates and all other investment funds or Persons controlled or managed by any not while he remains an Employee of the general partners Employer, either alone or in conjunction with any other person of CD&R Fund corporation as principal, agent, or employee or in any manner whatsoever, directly or indirectly carry on or be interested or advise, lend money to, or guarantee the Purchaser Parties obligations of any business carried on at that time by Employer; 2) shall not while he remains an Employee of the Employer and for a period of three (3) years thereafter, employ or their respective Affiliated Funds not totry to employ any person who, at such moment, is employed by Employer or try, directly or indirectly:, to entice such person to quit his employment without the prior written approval of the Employer; 3) shall not while he remains an Employee of Employer and for a period of three (a3) years thereafter, try, directly or indirectly, to solicit any of the suppliers or clients of Employer for employmentthe purposes of competing with Employer; and 4) shall not while he remains an Employee of the Employer and for a period of three (3) years thereafter, employ divulge or attempt to employ use for his benefit or divert any senior management-level employee for the benefit of any Group Company as of the date hereof; providedperson, that the Purchaser and its Affiliates may (1) engage in general solicitations of employment (including through search firms) not specifically directed at such employees and (2) solicit for employment or employ or attempt to employ any person who is no longer employed by any Group Company at such time; or (b) engage or participate, as an owner, investorfirm, partner, membersubsidiary, shareholder association, corporation or lenderother entity, any confidential or proprietary information concerning Employer or the business of Employer which may have been communicated to the Employee for the purpose of carrying out the terms of this agreement or otherwise. 5.2 If any part of clause of the foregoing paragraph 5.1 be determined to be void or enforceable in whole or in part, it shall not be deemed to affect the validity of the remainder thereof, each part or clause being hereby declared separate and distinct covenants. In the event this covenant not to compete shall be determined by any Court to be too broad in geographic restriction, or too broad in scope, or to endure for too long a business primarily engaged in the distribution period of roofing materials, drywall or ceiling tile and related accessories anywhere in the United States or Canada. Notwithstanding the foregoingtime, the restrictions Employee agrees that said covenant not to compete shall be only for such geographical area, scope and period of time determined by the Court to be reasonable. 5.3 The Employee acknowledges and recognizes that any breach on his part of the covenants set forth in this Section 4.14 subparagraphs 5.1 1), 2), 3) and 4) above can cause the Employer irreparable damage and the Employer shall not apply have the right to institute injunctive proceedings against the Employer to prevent any continued or further breach, in addition to any portfolio company of CD&R Fundother rights, claims or recourses that the Purchaser Parties or any Affiliated Fund (or any controlled Affiliate of any such portfolio company), except Employer may have in law. 5.4 The Employee further declares that the restrictive covenants set forth in for him to the extent CD&R Fund, the Purchaser Parties or any Affiliated Fund (other than their respective portfolio companies or controlled Affiliates thereof) either directs or causes such portfolio company (or controlled Affiliate) to take an action that would be earn a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such action; provided that service by one or more representatives of the Purchaser Parties, CD&R Fund or any Affiliated Fund as a director of a portfolio company shall not, on its own, constitute directing or causing such portfolio company (or controlled Affiliate) to take any action that would be a breach of this Section 4.14 if the Purchaser Parties or CD&R Fund had taken such action. Each of CD&R Fund and the Purchaser Parties shall not, and shall cause the Affiliated Funds not to, vote in their capacity as equityholders in favor of, or fail to exercise a contractual veto right over, an action by such portfolio company (or controlled Affiliate) that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such actionlivelihood.

Restrictive Covenants. During (a) To ensure that Buyer receives the Standstill Periodexpected benefits of acquiring the Business, each Seller agrees that, throughout the period that begins on the Closing Date and ends on the third anniversary of CD&R Fund and the Purchaser Parties shall Closing Date, Seller will not, and shall will cause each of the Other Sellers and its and their respective Affiliates and all other investment funds or Persons controlled or managed by any of the general partners of CD&R Fund or the Purchaser Parties or their respective Affiliated Funds not toto not, directly or indirectly: (a) , employ, attempt to employ, or solicit for employmentemployment any Business Employee who is employed by Buyer or its Affiliates immediately following the Closing; provided, employ however, that nothing herein prohibits Seller and the Other Sellers or attempt to employ any of their Affiliates from any (i) general solicitation for employment (including in any newspaper or divert magazine, over the internet or by any senior management-level employee search or employment agency) if not specifically directed towards the Business Employees or (ii) soliciting for employment or hiring any individual who at the time of such solicitation and hiring is not employed by Buyer or any Group Company as Affiliate of Buyer, provided that such individual’s employment with Buyer or such Affiliate of Buyer was not terminated voluntarily by such individual within six months of the date hereof; provided, that the Purchaser and its Affiliates may (1) engage in general solicitations of employment (including through search firms) not specifically directed at on which such employees and (2) solicit for employment or employ or attempt to employ any person who solicitation is no longer employed by any Group Company at such time; ormade. (b) engage To ensure that Buyer receives the expected benefits of acquiring the Business, Seller agrees that, throughout the period that begins on the Closing Date and ends on the third anniversary of the Closing Date, Seller will cause the executive officers of Seller and the Other Sellers not to, and will direct the other employees of Seller and the Other Sellers not to, criticize or participatedisparage in any manner or by any means (whether written or oral, as an ownerexpress or implied) the Business, investorPurchased Entities or Buyer or any aspect of Buyer’s or any Purchased Entity’s management, partnerpolicies, memberoperations, shareholder products (including the Products), services, practices or lenderpersonnel. The foregoing shall not be violated by truthful statements, including in a business primarily engaged response to any Proceeding (including depositions in connection with such Proceedings). (c) Seller acknowledges and agrees that (i) this Section 6.20 is reasonable and necessary to ensure that Buyer receives the expected benefits of acquiring the Business, (ii) Buyer has refused to enter into this Agreement in the distribution absence of roofing materials, drywall or ceiling tile and related accessories anywhere in the United States or Canada. Notwithstanding the foregoing, the restrictions set forth in this Section 4.14 shall not apply to any portfolio company of CD&R Fund, the Purchaser Parties or any Affiliated Fund 6.20 and (or any controlled Affiliate of any such portfolio company), except to the extent CD&R Fund, the Purchaser Parties or any Affiliated Fund (other than their respective portfolio companies or controlled Affiliates thereofiii) either directs or causes such portfolio company (or controlled Affiliate) to take an action that would be a breach of this Section 4.14 if CD&R Fund or 6.20 may harm Buyer to such an extent that monetary damages alone may be an inadequate remedy and Buyer may not have an adequate remedy at Law. Therefore, in the Purchaser Parties had taken such action; provided that service event of a breach by one or more representatives of the Purchaser PartiesSeller, CD&R Fund an Other Seller or any Affiliated Fund as a director of a portfolio company shall not, on its own, constitute directing or causing such portfolio company (or controlled Affiliate) to take any action that would be a breach their respective Affiliates of this Section 4.14 if the Purchaser Parties 6.20, Buyer (in addition to all other remedies it may have) will be entitled to seek an injunction and other equitable relief (without posting any bond or CD&R Fund had taken such action. Each of CD&R Fund other security) restraining Seller and the Purchaser Parties shall not, and shall cause the Affiliated Funds not to, vote in their capacity as equityholders in favor of, or fail to exercise a contractual veto right over, an action by such portfolio company Other Sellers (or controlled Affiliateany Affiliate of Seller or Other Seller) that would be a from committing or continuing such breach of and to enforce specifically this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such actionAgreement and its terms.

Restrictive Covenants. During (a) Parent agrees, to the Standstill Periodmaximum extent not violative of applicable Legal Requirements, each that for a period of CD&R Fund and three (3) years following the Purchaser Parties Closing Date, Parent shall not, and shall cause their respective its Affiliates and all other investment funds or Persons controlled or managed by any of the general partners of CD&R Fund or the Purchaser Parties or their respective Affiliated Funds not to, directly or indirectly: (a) solicit for employment, employ or attempt to employ or divert any senior management-level employee of any Group Company as of the date hereof; provided, that the Purchaser and its Affiliates may (1) engage in general solicitations of employment (including through search firms) not specifically directed at such employees and (2) solicit for employment or employ or attempt to employ hire any person Business Employee who is no longer or has been employed by any Group Company of the Transferred Companies, at, or at any time within one (1) year prior to, the time of the act of solicitation; provided, however, that (i) general solicitations, such timeas through newspaper advertisements, not directed at any Business Employees, will not be deemed to violate this Section 4.15(a); orand (ii) this Section 4.15(a) shall not apply to any Business Employee whose employment with Buyer or any of its Affiliates, including the Transferred Companies, is terminated by Buyer or any of its Affiliates. (b) Parent agrees, to the maximum extent not violative of applicable Legal Requirements, that for a period of three (3) years following the Closing Date, Parent shall not, and shall cause its Affiliates not to, engage in the Business in any country (the “Restricted Territory”) in which the Business conducts operations as of the Closing Date (the “Restricted Business”); provided, however, that nothing herein shall be construed to prevent Parent or participateits Affiliates from (i) acquiring or owning, as an ownerdirectly or indirectly, investorfor investment purposes only, partnerless than 5% of outstanding equity securities issued by any Person which Person (A) is publicly traded or listed on any stock exchange or automated quotation system and (B) engages, member, shareholder directly or lenderindirectly, in a business primarily engaged the Restricted Business in the distribution of roofing materialsRestricted Territory; (ii) acquiring any Entity or business that, drywall directly or ceiling tile and related accessories anywhere indirectly, engages in the United States Restricted Business in the Restricted Territory if less than 10% of the aggregate net revenue derived from the Business in the most recent complete fiscal year of such acquired Entity or Canadabusiness (calculated on a consolidated basis) was attributable to the Restricted Business in the Restricted Territory; (iii) conducting any business conducted by them on the date of this Agreement (other than those conducted through the Transferred Companies); or (iv) performing their obligations under this Agreement or any Ancillary Document. In the event Parent acquires, to the extent permitted by clause (ii) above, an Entity or business that, directly or indirectly, engages in the Restricted Business in the Restricted Territory, Parent will use, or will cause its applicable Affiliate to use, its commercially reasonable efforts to dispose of such portion of such Entity or business to the extent that it engages in the Restricted Business in the Restricted Territory within twelve (12) months of the consummation of such acquisition by Parent or such Affiliate. For a period of three (3) years following the Closing Date, Parent will, and will cause its Affiliates to, refrain from making, causing to be made, any public statement or announcement that disparages the Business or any director of a Transferred Company or any Key Employee; provided, however, that the foregoing shall not prevent the making of any factual statement as required by any Legal Requirement, any valid Order of a court of competent jurisdiction or any Proceeding. (c) Notwithstanding anything herein to the foregoingcontrary, the restrictions set forth in this Section 4.14 Sections 4.15(a) and 4.15(b) will apply only to Parent Guarantor, Parent and Entities “controlled by” (as such term is defined in the definition of the term “Affiliate”) Parent Guarantor or Parent, and shall not apply to any portfolio company third Person or the Affiliates of CD&R Fundsuch third Person (other than Parent and any Entities “controlled” by Parent Guarantor) that acquires Parent or any Entities “controlled” by Parent Guarantor, whether as a result of a merger, consolidation, other business combination, or acquisition of all or substantially all of its assets or business. (d) Parent acknowledges and agrees that the covenants set forth in this Section 4.15 are reasonable in geographical and temporal scope and in all other respects. The covenants contained in this Section 4.15 relate to matters which are of a special, unique and extraordinary character, and any violation of these covenants would cause substantial and irreparable injury to Buyer, the Purchaser Parties amount of which would be impossible to estimate or determine and which cannot be adequately compensated. Parent acknowledges that Buyer would not have entered into this Agreement without Parent’s commitment in binding itself and its Affiliates to these covenants. Therefore, in the event of a breach or a threatened breach by Parent or any Affiliated Fund of its Affiliates of these covenants, Buyer will be entitled to an injunction restraining Parent or such Affiliate from such breach or threatened breach without the necessity of proving the inadequacy as a remedy of money damages; provided, however, that the right to injunctive relief will not be construed as prohibiting Buyer from pursuing or obtaining any other available remedies, whether at law or in equity, for such breach or threatened breach. The injunctive relief provided for in this Section 4.15(d) is in addition to the relief provided for in Section 10.9. (e) If any court determines that any provision (or any controlled Affiliate part thereof) included in this Section 4.15 is unenforceable, such court will have the power to reduce the duration or scope of any such portfolio company)provision (or part thereof) or otherwise reform such provision (or part thereof) and, except as the case may be, in reduced or reformed form, such provision shall be enforceable; it is the intention of the parties hereto that the foregoing restrictions shall not be terminated, but shall be deemed amended to the extent CD&R Fundrequired to render them valid and enforceable, such amendment to apply only with respect to the Purchaser Parties or any Affiliated Fund (other than their respective portfolio companies or controlled Affiliates thereof) either directs or causes such portfolio company (or controlled Affiliate) to take an action that would be a breach operation of this Section 4.14 if CD&R Fund or Agreement in the Purchaser Parties had taken such action; provided that service by one or more representatives jurisdiction of the Purchaser Parties, CD&R Fund or any Affiliated Fund as a director of a portfolio company shall not, on its own, constitute directing or causing such portfolio company (or controlled Affiliate) to take any action court that would be a breach of this Section 4.14 if has made the Purchaser Parties or CD&R Fund had taken such action. Each of CD&R Fund and the Purchaser Parties shall not, and shall cause the Affiliated Funds not to, vote in their capacity as equityholders in favor of, or fail to exercise a contractual veto right over, an action by such portfolio company (or controlled Affiliate) that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such actionadjudication.

Restrictive Covenants. During In order to assure that AVS will realize the Standstill Periodbenefits of the Merger, each of CD&R Fund and the Purchaser Parties shall B. Quevedo agrees with AVS that he will not, and shall cause their respective Affiliates and all other investment funds or Persons controlled or managed by any of commencing upon the general partners of CD&R Fund or the Purchaser Parties or their respective Affiliated Funds not to, directly or indirectlyEffecxxxx Xxxx and: (a) solicit for employmenta period of six (6) months following the termination of B. Quevedo's employment with AVS and its affiliates (the "Initial Perixx"), employ xxxxxxly or attempt to employ indirectly, alone or divert as a partner, joint venturer, officer, director, member, employee, consultant, agent, independent contractor or shareholder of, or lender to, any senior management-level employee company or business, engage in any business in the aerospace industry directly or indirectly in competition with the business of any Group Company AVS, as such business now exists or as it may exist at the time of termination, anywhere in the date hereofUnited States; provided, that however, that, the Purchaser beneficial ownership of less than five percent (5%) of the shares of stock of any other 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 its Affiliates may (1) engage in general solicitations of employment (including through search firms) not specifically directed at such employees and (2) solicit for employment or employ or attempt itself, to employ any person who is no longer employed by any Group Company at such time; orviolate the prohibitions of this Section; (b) engage for a period of one and one-half (1 1/2) years following the end of the Initial Period, directly or participateindirectly, alone or as an ownera partner, investorjoint venturer, partnerofficer, director, member, employee, consultant, agent, independent contractor or shareholder of, or lenderlender to, in a business primarily engaged any company or business, engage directly or indirectly in the distribution business of roofing materialsoverhauling and repairing rotable aircraft components or other business of the Companies in direct competition with the business of the Companies, drywall as such business now exists or ceiling tile and related accessories as it may exist at the time of termination, anywhere in the United States or Canada. Notwithstanding the foregoingStates; provided, however, that, the restrictions set forth in this Section 4.14 beneficial ownership of less than five percent (5%) of the shares of stock of any other corporation having a class of equity securities actively traded on a national securities exchange or over-the-counter market shall not apply be deemed, in and of itself, to violate the prohibitions of this Section; (c) for a period of two (2) years following the termination of B. Quevedo's employment with AVS and its affiliates, directly or indirxxxxx (x) xxduce any portfolio Person which is a customer of any of the Companies, to patronize any business in the aerospace industry directly or indirectly in competition with business conducted by any of the Companies; (ii) canvass, solicit or accept from any Person which is a customer of any of the Companies, any such competitive business; or (iii) request or advise any Person which is a customer or supplier of either of the Companies, to withdraw, curtail or cancel any such customer's or supplier's business with any of the Companies, or its or their successors; (d) for a period of two (2) years following the termination of B. Quevedo's employment with AVS and its affiliates, directly or indirxxxxx xxxxxx, or knowingly permit any company or business directly or indirectly controlled by him, to employ, any person who was employed by either of CD&R Fundthe Companies, the Purchaser Parties AVS or any Affiliated Fund (or any controlled Affiliate of any of the Companies or AVS at or within the prior six months, or in any manner seek to induce any such portfolio company)person to leave his or her employment; (e) at any time following the Effective Date, except to directly or indirectly, in any way outside of his employment with each of the extent CD&R Fund, the Purchaser Parties Companies or AVS or any Affiliated Fund (other than their respective portfolio companies or controlled Affiliates thereof) Affiliate of either directs or causes such portfolio company (or controlled Affiliate) to take an action that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such action; provided that service by one or more representatives of the Purchaser PartiesCompanies or AVS utilize, CD&R Fund disclose, copy, reproduce or retain in his possession any Affiliated Fund as a director of a portfolio company shall noteach of the Companies's proprietary rights or records, on its ownincluding, constitute directing or causing such portfolio company (or controlled Affiliate) to take any action that would be a breach of this Section 4.14 if the Purchaser Parties or CD&R Fund had taken such action. Each of CD&R Fund and the Purchaser Parties shall not, and shall cause the Affiliated Funds but not limited to, vote in their capacity as equityholders in favor of, or fail to exercise a contractual veto right over, an action by such portfolio company (or controlled Affiliate) that would be a breach any of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such actionits customer lists.

Restrictive Covenants. During the Standstill Period, each of CD&R Fund and the Purchaser Parties shall not, and shall cause their respective Affiliates and all other investment funds or Persons controlled or managed by any (a) The services of the general partners Employee are unique and extraordinary and essential to the business of CD&R Fund 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 agrees that, if the 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 Purchaser Parties 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 because this Agreement has expired or their respective Affiliated Funds not tothis Agreement has been terminated by either party for any reason whatsoever (the “Cessation Date”) (the “Restrictive Covenant Period”), without the prior written consent of the Company, directly or indirectly:, anywhere within five (5) miles of the location of any office of the Company or any franchisee thereof, whether individually or as a principal, officer, employee, partner, shareholder, member, manager, director, agent of, or consultant or independent contractor to, any entity, (ai) solicit for employmentengage or participate in a business which, employ or attempt to employ or divert any senior management-level employee of any Group Company as of the date hereof; providedCessation Date, is similar to or competitive with, directly or indirectly, that of the Purchaser Company, including, without limitation, those businesses of the Parent described in its Annual Report on Form 10-KSB for the fiscal year ended December 31, 2006 (collectively, the “Current Businesses”) and its Affiliates may shall not make any investments in any such similar or competitive entity, except that the foregoing shall not restrict the Employee from (A) acquiring up to one percent (1%) engage of the outstanding voting stock of any entity whose securities are listed on a stock exchange or Nasdaq or (B) engaging or participating in general solicitations a business other than a Current Business (a “New Business”) if the revenues of employment such New Business for the preceding fiscal year are less than one percent (including through search firms1%) not specifically directed at of the consolidated revenues of the Parent for such employees and preceding fiscal year; (2ii) solicit for 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 employ relationship of such person or attempt entity with the Company, or to employ become employed in any person who is no longer employed activity similar to or competitive with the activities of the Company; (iii) 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 Group Company at such timedirector, 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. (b) engage or participate, as an owner, investor, partner, member, shareholder or lenderNotwithstanding the foregoing, in the event that the Employee’s employment is terminated by the Company without Cause, or by the Employee for Good Reason, or ceases following a business primarily engaged non-renewal of this Agreement beyond the Expiration Date (or, if this Agreement is renewed for a one year period beyond the Expiration Date pursuant to Paragraph 1.2, beyond such additional one-year period) (i.e., this Agreement is not renewed for a one-year term upon its initial expiration or, if renewed for a one-year period pursuant to Paragraph 1.2, it is not further renewed upon its expiration after such additional one-year period) (in each case, an “Entitlement Termination”), then the distribution Restrictive Covenant Period shall instead be the six (6) month period commencing with the Cessation Date (the “Entitlement Restrictive Covenant Period”), except that, in such event, the Company may, upon written notice given to the Employee within one (1) month following the Cessation 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 roofing materialsthe Entitlement Restrictive Covenant Period, drywall the Employee shall be entitled to receive from the Company an amount per annum equal to his Base Salary at the Cessation Date (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 ceiling tile and related accessories anywhere indirectly, by the Employee to or for the third parties during such period (the “Initial Restrictive Covenant Amount”). (For purposes of clarity, if the Base Salary at the Cessation Date is $110,000 for such six month period, the base Initial Restrictive Covenant Amount will be $110,000). During the second six (6) months of the Entitlement Restrictive Covenant Period (if an Extension notice is given by the Company), the Employee shall be entitled to receive from the Company an amount per annum equal to his Base Salary at the Cessation Date (payable over such six (6) month period) (as clarified above), 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 United States Employee to or Canadafor the third parties during such period (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 Paragraph 7.1 hereof during the Entitlement Restrictive Covenant Period by written notice to such effect given to the Employee at least six (6) months prior to the Cessation Date (in the event of an Entitlement Termination relating to a non-renewal of this Section 4.14 Agreement) or within thirty (30) days following the Cessation Date (with respect to any other Entitlement Termination) . In the event the Company sends such notice, it shall be relieved of its obligation to pay any portion of the Restrictive Covenant Amount with the exception of that portion of the thirty (30) days following the Cessation Date prior to the date on which the notice is given. (d) In the event that the Employee terminates this Agreement upon the happening of a Change in Control (as such term is hereinafter defined), then, in accordance with the provisions of Paragraph 11.6 hereof, this Agreement shall be cancelled and of no further force and effect and the Employee shall not apply be subject to the restrictions contained in this Paragraph 7.1. 7.2 The Employee agrees to disclose promptly in writing to the Chief Executive Officer of the Company all ideas, processes, methods, devices, business concepts, inventions, improvements, discoveries, know-how and 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 the Employee, while employed by the Company, conceives, makes, develops, acquires or reduces to practice, whether acting alone or with others and whether during or after usual working hours, and which are related to the Company’s business 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 (whether 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 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 termination of, the 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 such 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 expense, 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 portfolio company other confidential or secret aspect of CD&R Fundthe 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 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 Purchaser Parties or any Affiliated Fund (or any controlled Affiliate of any such portfolio company), except term “confidential information” shall mean all information given to the extent CD&R FundEmployee, directly or indirectly, by the Company and all other information relating to the Company otherwise acquired by the Employee during the course of his employment with the Company, other than information which (i) was in the public domain at the time furnished to, or acquired by, the Purchaser Parties Employee, or any Affiliated Fund (ii) thereafter enters the public domain other than their respective portfolio companies through disclosure, directly or controlled Affiliates thereof) either directs indirectly, by the Employee or causes such portfolio company (others in violation of an agreement of confidentiality or controlled Affiliate) to take an action that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such action; provided that service by one or more representatives of the Purchaser Parties, CD&R Fund or any Affiliated Fund as a director of a portfolio company shall not, on its own, constitute directing or causing such portfolio company (or controlled Affiliate) to take any action that would be a breach of this Section 4.14 if the Purchaser Parties or CD&R Fund had taken such action. Each of CD&R Fund and the Purchaser Parties shall not, and shall cause the Affiliated Funds not to, vote in their capacity as equityholders in favor of, or fail to exercise a contractual veto right over, an action by such portfolio company (or controlled Affiliate) that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such actionnondisclosure.

Restrictive Covenants. (a) During the Standstill PeriodInterim Period (solely with respect to the Blackstone Sellers) and for a period of two years following the Closing Date (with respect to all Sellers), (i) (A) each of CD&R Fund and Seller (other than the Purchaser Parties Blackstone Sellers) shall not, and shall cause their respective its Affiliates and all other investment funds or Persons controlled or managed by any of (excluding, prior to the general partners of CD&R Fund or Closing, the Purchaser Parties or their respective Affiliated Funds Acquired Companies) not to, and (B) the Blackstone Sellers and their Affiliates shall not, directly or indirectly: (a) , solicit for employment, or employ or attempt otherwise seek to employ employ, any Covered Employee, provided that (I) this clause (i) shall not apply with respect to any solicitation for employment by a Seller or divert any senior management-level employee its Affiliates of any Group Company a Covered Employee who (x) has not been employed with the Acquired Companies for a period of twelve consecutive months as of the date hereof; providedcommencement of such solicitation and (y) was not, that the Purchaser and directly or indirectly, solicited for employment by such Seller or its Affiliates may (1) engage in general solicitations of employment (including through search firms) not specifically directed at such employees and (2) solicit for employment or employ the Blackstone Sellers or attempt to employ any person who is no longer employed by any Group Company at such time; or (b) engage or participatetheir Affiliates, as an owner, investor, partner, member, shareholder or lenderapplicable, in a business primarily engaged in the distribution of roofing materials, drywall or ceiling tile and related accessories anywhere in the United States or Canada. Notwithstanding the foregoing, the restrictions set forth in this Section 4.14 shall not apply to any portfolio company of CD&R Fund, the Purchaser Parties or any Affiliated Fund (or any controlled Affiliate of any such portfolio company), except to the extent CD&R Fund, the Purchaser Parties or any Affiliated Fund (other than their respective portfolio companies or controlled Affiliates thereof) either directs or causes such portfolio company (or controlled Affiliate) to take an action that would be a breach violation of this Section 4.14 if CD&R Fund or 7.19 at any time prior to the Purchaser Parties had taken end of such action; provided that service by one or more representatives twelve-month period and (II) for the avoidance of doubt, the Purchaser Parties, CD&R Fund or Blackstone Sellers shall be responsible for any Affiliated Fund as a director of a portfolio company shall not, on its own, constitute directing or causing such portfolio company (or controlled Affiliate) to take any action that would be a breach violation of this Section 4.14 if the Purchaser Parties or CD&R Fund had taken such action. Each of CD&R Fund 7.19(a) by their Affiliates, and the Purchaser Parties (ii) each Non-Compete Seller agrees that it shall not, and shall cause its Affiliates (excluding, prior to the Affiliated Funds Closing, the Acquired Companies) not to, vote in their capacity as equityholders in favor solicit or encourage any customers, suppliers, partners or distributors of, or fail other Persons having a business relationship with, any Acquired Company or Buyer or any of their respective Subsidiaries to exercise cease doing business with, alter the terms of its business with, or otherwise alter its relationship with, the Acquired Companies, Buyer and/or their respective Subsidiaries, as applicable, in a contractual veto right overmanner adverse to the Acquired Companies (it being agreed, an action by such portfolio company (or controlled Affiliate) for the avoidance of doubt, that would activities on behalf of the Acquired Companies in the ordinary of business consistent with past practice prior to the Closing shall not be deemed a breach of this Section 4.14 if CD&R Fund clause (ii)). (b) In consideration for the agreements of Buyer herein, each Non-Compete Seller that has not executed a separate non-competition agreement with Buyer and Buyer Parent effective as of the Execution Date hereby covenants and agrees that, during the Protected Term, unless expressly permitted in writing by Buyer, such Non-Compete Seller shall not and shall not permit any of its Affiliates to, directly or indirectly, for its own account or for the Purchaser Parties had taken account of any other Person: (x) initiate, undertake, acquire, participate in or engage in any Competing Activity, or (y) operate, perform, control, manage or have any ownership or debt interest or Equity Interest in (excluding the ownership, individually and in the aggregate with such actionNon-Compete Seller and all of its Affiliates, of less than 5% of the outstanding voting stock of any corporation whose common stock is listed on any securities exchange so long as neither such Non-Compete Seller nor any of its Affiliates actively participates in the management or operation of such corporation), or otherwise provide any financial, operational or technical assistance to, any Person or business that engages in a Competing Activity during the Protected Term (excluding, for the avoidance of doubt, the operation of the Acquired Companies prior to the Closing). For the purposes of this Agreement, (i) “Competing Activity” means any business that is the same as, or directly competitive in any material respect with, the material business conduct of the Acquired Companies during the six months prior to the Closing, and (iii) the “Protected Term” means the period commencing on the Closing Date and ending on the third anniversary of the Closing Date.

Restrictive Covenants. During (a) In further consideration of, and as a further inducement to, Acquiror entering into this Agreement and for the Standstill Periodpurpose of assuring to Acquiror the full benefit of the Business, the goodwill of the Company and goodwill and know-how of the Shareholder, the Shareholder, on behalf of itself and each of CD&R Fund its Affiliates, hereby covenants with and undertakes to Acquiror (for the Purchaser Parties benefit of Acquiror and as trustee for the benefit of the Company and its successors in title to the Business) that it and each of its Affiliates shall not, and shall cause their respective Affiliates and all other investment funds or Persons controlled or managed by any of the general partners of CD&R Fund or the Purchaser Parties or their respective Affiliated Funds not to, either directly or indirectly, (i) during the period commencing on Closing and expiring on the third (3rd) anniversary of the Closing: (a1) solicit carry on, participate, assist, be engaged, concerned or interested in any business in the Restricted Territory which competes with any part of the Restricted Business (except as the holder or beneficial owner for employment, employ or attempt to employ or divert any senior management-level employee investment purposes of not more than five percent (5%) of any Group Company as class of the date hereof; provided, that the Purchaser and its Affiliates may (1) engage in general solicitations outstanding voting securities of employment (including through search firms) not specifically directed at such employees and (2) solicit for employment or employ or attempt to employ any person who is no longer employed by any Group Company at such timepublicly-traded Person); or (b2) engage in relation to or participatein connection with any business which is in competition with any part of the Restricted Business, as an ownersolicit or induce or attempt to solicit or induce any Continuing Employee; provided, investorthat, partnerthis shall not prohibit the Shareholder from hiring in response to general advertisements, membernot specially targeted at the relevant Continuing Employee; provided, shareholder however, that, the restrictions in this Section 5.15(a)(i)(1) shall not prohibit the Shareholder from (x) conducting certain permitted projects pursuant to the Transition Services Agreement, (y) carrying on, participating, assisting or lender, in a business primarily being engaged in the distribution Restricted Business or from providing design services solely for the purpose of roofing materialsintegrating any Intellectual Property of the Shareholder, drywall or ceiling tile and related accessories anywhere (z) working with customers who conduct business in the United States A&D Field or Canada. Notwithstanding any field related to the foregoingA&D Field, including customers who may compete with the Restricted Business, provided, that, the restrictions set forth actual work and services delivered by the Shareholder to such customers are not in competition with the Restricted Business. (b) For the avoidance of doubt, nothing in Section 5.15(a) or this Section 4.14 Agreement shall not apply to any portfolio company of CD&R Fund, prevent the Purchaser Parties Shareholder or any Affiliated Fund (or of its Affiliates from engaging in any controlled Affiliate of any such portfolio company), except business that is competitive to the extent CD&R FundCompany or Acquiror; provided, that, such business is not the Purchaser Parties or any Affiliated Fund (other than their respective portfolio companies or controlled Affiliates thereof) either directs or causes such portfolio company (or controlled Affiliate) to take an action that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such action; provided that service by one or more representatives of the Purchaser Parties, CD&R Fund or any Affiliated Fund as a director of a portfolio company shall not, on its own, constitute directing or causing such portfolio company (or controlled Affiliate) to take any action that would be a breach of this Section 4.14 if the Purchaser Parties or CD&R Fund had taken such action. Each of CD&R Fund and the Purchaser Parties shall not, and shall cause the Affiliated Funds not to, vote in their capacity as equityholders in favor of, or fail to exercise a contractual veto right over, an action by such portfolio company (or controlled Affiliate) that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such actionRestricted Business.

Restrictive Covenants. During (a) For one year following the Standstill PeriodClosing, each subject to the other terms of CD&R Fund and this Section 5.9, the Purchaser Parties Sellers shall notnot (directly or indirectly through any Affiliate), and shall cause their respective Affiliates not to, own, hold or control any equity interests in any Person whose primary business is the manufacture, supply, distribution and all other investment funds sale of aspartame, sucralose, saccharin and stevia branded tabletop sweeteners, licorice extracts and licorice derivatives (such business, collectively, as conducted by the Acquired Companies on the date hereof, the “Restricted Business”) (or Persons controlled otherwise operate or managed by engage in any Restricted Business); provided, however, that the foregoing shall not prohibit the Sellers or any of their Affiliates from making a passive investment in the general partners capital stock or other interest of CD&R Fund or the Purchaser Parties or their respective Affiliated Funds an issuer so long as such restricted party does not toacquire, directly or indirectly: , more than five percent (a5%) solicit for employment, employ or attempt to employ or divert any senior management-level employee of any Group Company as of the date hereofequity interest in a Person engaged in a Restricted Business; provided, however, in the event that the Purchaser Sellers or their Affiliates dispose of an investment in existence prior to Closing, and its in connection with such disposition receive equity interests in a Person engaged in a Restricted Business, the five percent (5%) ownership threshold referenced herein shall increase to twenty percent (20%) solely with respect to the securities received in connection with such disposition; provided, further, nothing herein shall permit the Sellers or their Affiliates may to make standalone acquisitions beyond the five percent (5%) threshold and such accretion shall only be permitted directly in connection with a relevant disposition. (b) For one (1) engage in general solicitations year following the Closing Date, subject to the terms of employment this Section 5.9, the Sellers shall not (including directly or indirectly through search firms) any Subsidiary), and shall cause their Affiliates not specifically directed at such employees and (2) to solicit for employment or employ or attempt to employ any person who is no longer employed by any Group Company at such time; or otherwise engage (b) engage or participate, whether as an owneremployee, investorconsultant or otherwise) or hire any Person that is an executive officer of the Acquired Companies as of the Closing Date or any Key Business Employee, partnerprovided, memberhowever, shareholder or lender, in a business primarily engaged in the distribution of roofing materials, drywall or ceiling tile and related accessories anywhere in the United States or Canada. Notwithstanding the foregoing, the restrictions set forth that nothing in this Section 4.14 5.9(b) shall preclude the Sellers or their Affiliates and their respective officers, directors and employees from (A) soliciting and hiring any such individual who has not apply to any portfolio company of CD&R Fund, been employed by the Purchaser Parties or any Affiliated Fund its Affiliates for a period of at least six (6) months prior to commencement of employment discussions between the Sellers, or any controlled Affiliate of any such portfolio company), except to the extent CD&R Fund, the Purchaser Parties or any Affiliated Fund (other than their respective portfolio companies officers, directors or controlled Affiliates thereofemployees and such individual, or (B) either directs making any general or causes such portfolio company (or controlled Affiliate) to take an action that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such action; provided that service by one or more representatives public solicitation not targeted at employees of the Purchaser Parties, CD&R Fund or any Affiliated Fund as a director of a its Affiliates and hiring any Person who responds thereto; provided, however, that the foregoing shall not restrict publicly traded portfolio company shall notcompanies of the Sellers and their Affiliates, on its ownfrom soliciting, constitute directing engaging or causing hiring any person; provided, further that the Sellers will not direct such otherwise unrestricted portfolio company (or controlled Affiliate) companies to take any action that would be a breach actions in contravention of this provision. (c) The Parties acknowledge and agree that the covenants and provisions in this Section 4.14 5.9 are reasonable in duration, geographic area and scope and separate and divisible and, if any such covenant or provision is determined to be unenforceable or invalid for any reason, it shall be reformed to have the Purchaser Parties closest possible effect, consistent with applicable Law, to the original covenant or CD&R Fund had taken such actionprovision and the remaining covenants shall be unaffected. Each of CD&R Fund the Sellers acknowledges that the restrictions contained in this Section 5.9 are reasonable and necessary to protect the legitimate interests of the Purchaser Parties shall not, and shall cause the Affiliated Funds not to, vote in their capacity as equityholders in favor of, or fail constitute a material inducement to exercise a contractual veto right over, an action by such portfolio company (or controlled Affiliate) that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such actionto enter into this Agreement and consummate the Transactions.

Restrictive Covenants. During 11.1 Each of the Standstill Period, Guarantors severally covenants to the Buyer (for itself and as trustee for each member of CD&R Fund the Buyer’s Group and the Purchaser Parties shall Target Group) that without the prior written consent of the Buyer, he will not, and shall cause their respective Affiliates and all other investment funds or Persons controlled or managed by any will ensure that none of the general partners of CD&R Fund or the Purchaser Parties or their respective Affiliated Funds not to, directly or indirectlyhis Associates will: (a) solicit for employmenta period of three (3) years after the Completion Date (the “Restricted Period”) either as principal or partner, employ alone or attempt jointly with, through or as manager, adviser, consultant or agent for any person or in any other capacity whatsoever, directly or indirectly, carry on or be engaged, concerned or interested in the business of providing online services related to employ classified advertising of automobiles, motorcycles and other vehicles and parts therefor, including advertisements, discussion groups, blogs, news, reference and information materials within the Restricted Area in competition with the business of the Target Group as carried on at the Completion Date or divert any senior management-level employee during the Restricted Period PROVIDED THAT nothing contained in this clause 11.1(a) shall preclude the Guarantors or the Sellers from being the registered holder or beneficial owner for investment purposes only of not more than 5% of the equity share capital of any Group Company as of company listed on any securities exchange in any jurisdiction; (b) during the date hereof; providedRestricted Period, that the Purchaser and its Affiliates may (1) engage in general solicitations of employment (including through search firms) not specifically directed at such employees and (2) solicit for employment or employ entice away or attempt seek to employ entice away any person who is no longer employed by at any time since January 1, 2014 was (i) a director or an employee of the Target Group, or (ii) a director or an employee of the Buyer’s Group, other than each of the Guarantors and Xxx. Xxxxxxxxx Xxxxxxx; (c) solicit or endeavour to solicit in competition with the business of the Target Group Company the custom of, or orders from, any person, firm or company who has been a customer or business partner of the Target Group at such timeany time during the period of twelve (12) months immediately preceding the Completion Date and/or during the Restricted Period; or (bd) engage during the Restricted Period, interfere with or participateseek to interfere with the continuance of supplies to the Target Group (or the terms relating to such supplies) from any third party suppliers who have been supplying components, as an owner, investor, partner, member, shareholder materials or lender, services (including content) to the Target Group at any time during the period of twelve (12) months immediately preceding the Completion Date and/or during the Restricted Period. 11.2 The restrictions contained in a business primarily engaged this clause 11 are considered to be reasonable by the Guarantors in all respects but if any of those restrictions shall be invalid or unenforceable in the distribution of roofing materials, drywall circumstances where it would be valid if some part were deleted or ceiling tile and related accessories anywhere in the United States or Canada. Notwithstanding the foregoingamended, the Parties agree that such restrictions set forth shall apply with such deletion or amendment as may be necessary to make it valid and effective. 11.3 Each Guarantor hereby acknowledges that the Buyer is accepting the benefit of the covenants contained in this Section 4.14 shall not apply to any portfolio company clause 11 both on its own behalf and on behalf of CD&R Fund, each member of the Purchaser Parties or any Affiliated Fund (or any controlled Affiliate Buyer’s Group and the Target Group with the intention that the Buyer may claim against the relevant Guarantor on behalf of any such portfolio company)person for loss sustained by that person as a result of any breach of any of the covenants contained in this clause 11 by a Guarantor. Each Guarantor agrees and acknowledges that any breach of any of the provisions of this clause 11 will cause the Buyer’s Group substantial and irrevocable damage, except to and therefore in the extent CD&R Fundevent of any such breach, the Purchaser Parties Buyer shall have the right to seek specific performance, injunctive relief or any Affiliated Fund (other than their respective portfolio companies or controlled Affiliates thereof) either directs or causes similar remedy with respect to such portfolio company (or controlled Affiliatebreach. 11.4 The provisions of clauses 11.1(a) to take an action that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such action; provided that service by one or more representatives of the Purchaser Parties, CD&R Fund or any Affiliated Fund as a director of a portfolio company shall not, on its own, constitute directing or causing such portfolio company (or controlled Affiliate11.1(d) to take any action that would be a breach of this Section 4.14 if the Purchaser Parties or CD&R Fund had taken such action. Each of CD&R Fund are separate and the Purchaser Parties shall not, severable and shall cause the Affiliated Funds not to, vote in their capacity as equityholders in favor of, or fail to exercise a contractual veto right over, an action by such portfolio company (or controlled Affiliate) that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such actionenforceable accordingly.

Restrictive Covenants. During A. From and after the Standstill PeriodClosing, Seller and each Member will keep confidential and not disclose to any other Person or use for such Person’s own benefit or the benefit of CD&R Fund any other Person any confidential or non-public information regarding the Business. The obligation of Seller, the Members and their Affiliates under this Section 17(A) will not apply to information that: (i) is or becomes generally available to the Purchaser Parties shall not, and shall cause their respective Affiliates and all other investment funds or Persons controlled or managed by any public without breach of the general partners commitment provided for in this Section 17(A); (ii) is or becomes available to Seller or a Member on a non-confidential basis from a source not known (or reasonably expected) by Seller or such Member to be prohibited from disclosing such information; or (iii) is required to be disclosed by Law; provided, however, that in the case of CD&R Fund a required disclosure under subsection (iii), Seller, a Member or such other Person, as applicable, will notify Buyer as early as reasonably practicable prior to disclosure to allow Purchaser to take appropriate measures to preserve the Purchaser Parties or their respective Affiliated Funds not toconfidentiality of such information. B. As a material inducement to Buyer to enter into and perform its obligations under this Agreement, Seller and each Member agrees that, from the Closing Date through the three (3) year anniversary of the Closing Date (the “Non-Compete Restricted Period”), Seller and each Member will not, directly or indirectly: indirectly own any interest in, manage, control, participate in (a) solicit for employment, employ or attempt to employ or divert any senior management-level employee of any Group Company as of the date hereof; provided, that the Purchaser and its Affiliates may (1) engage in general solicitations of employment (including through search firms) not specifically directed at such employees and (2) solicit for employment or employ or attempt to employ any person who is no longer employed by any Group Company at such time; or (b) engage or participate, whether as an owner, investorofficer, director, manager, employee, partner, memberagent, shareholder representative or lenderotherwise), consult with, render services for, become employed by, or in any other manner engage in the Business or any business that competes directly with the Business within the State of Colorado. Nothing herein will prohibit any such Person from being a passive owner of not more than two percent (2%) of the outstanding stock of any class of a corporation that is publicly traded, so long as Seller or such Member has no active participation in the business of such corporation. For purposes hereof, “competes directly with” shall mean a business which engages in the sale and/or distribution of medical and/or retail marijuana within twenty-five (25) miles of the Leased Real Property; such term shall expressly exclude any business (including, for the avoidance of doubt, any business activity of Xxxxxxx Xxxxx, Xxxxxxx Xxxxxxx or Xxxxx Xxxxxxxx ) which engages in the cultivation, manufacturing, sale and/or wholesale distribution of products derived from hemp or marijuana. C. As a material inducement to Buyer to enter into and perform its obligations under this Agreement, from the Closing Date through the two (2)-year anniversary of the Closing Date (the “Non- Solicit Restricted Period”), Seller and each Member (i) will not, directly or indirectly contact, approach or solicit for the purpose of offering employment to or hiring (whether as an employee, consultant, agent, independent contractor or otherwise) or actually hire any Person employed by Buyer or its Affiliates (or any successor to the Business); provided, however, that this Section 17C will not prohibit any such Person from (A) conducting any general solicitations in a newspaper, trade publication or other periodical or web posting not specifically targeted at any Person employed by Buyer or its Affiliates (or any successor to the Business), or (B) participating in job fairs, career fairs or similar recruiting events; and (ii) will not induce or attempt to induce any customer or other business primarily engaged in relation of the distribution of roofing materials, drywall Business into any business relationship that might materially harm Buyer or ceiling tile and related accessories anywhere in its Affiliates or the United States or CanadaBusiness. Notwithstanding the foregoing, such foregoing restrictions shall expressly not prohibit Seller or any of its Members from: (x) engaging any independent contractors of Seller; or (y) directly or indirectly contacting, approaching or soliciting for the restrictions set forth purpose of offering employment to or hiring (whether as an employee, consultant, agent, independent contractor or otherwise) or actually hire Xxxxxxx Xxxxx, Xxxxxxxx Xxxxxxxx, DunMin Media, Xxxx Xxxxxx and/or Xxxx Xxxxxx. D. As a material inducement to Buyer to enter into and perform its obligations under this Agreement, from and after the Closing, Seller and each Member will not, directly or indirectly denigrate or disparage Buyer or its Affiliates (including Parent) and their respective equityholders, managers, directors, officers, employees, independent contracts or representatives or the Business. E. Seller and each Member acknowledges and agrees that in the event of a breach or alleged breach by such Person of any of the provisions of this Section 4.14 shall 17, monetary damages will not constitute a sufficient remedy. Consequently, in the event of any such breach or alleged breach, Buyer, its Affiliates and their successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any portfolio company court of CD&R Fundlaw or equity of competent jurisdiction for specific performance, injunctive relief, or both, or any other equitable remedies available to enforce or prevent any violations of the provisions hereof (including, without limitation, the Purchaser Parties extension of the Non-Compete Restricted Period or any Affiliated Fund Non-Solicit Restricted Period, as applicable, by a period equal to (or any controlled Affiliate A) the length of any such portfolio company), except to the extent CD&R Fund, the Purchaser Parties or any Affiliated Fund (other than their respective portfolio companies or controlled Affiliates thereof) either directs or causes such portfolio company (or controlled Affiliate) to take an action that would be a breach violation of this Section 4.14 if CD&R Fund 17 plus (B) the length of any court proceedings necessary to stop such violation), in each case, without the requirement of posting a bond or the Purchaser Parties had taken such action; provided that service by one or more representatives of the Purchaser Parties, CD&R Fund or any Affiliated Fund as a director of a portfolio company shall not, on its own, constitute directing or causing such portfolio company (or controlled Affiliate) to take any action that would be a breach of this Section 4.14 if the Purchaser Parties or CD&R Fund had taken such action. Each of CD&R Fund and the Purchaser Parties shall not, and shall cause the Affiliated Funds not to, vote in their capacity as equityholders in favor of, or fail to exercise a contractual veto right over, an action by such portfolio company (or controlled Affiliate) that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such actionproving actual damages.

Restrictive Covenants. (a) During such time as you shall be employed by the Standstill PeriodCompany or its subsidiaries, each and for a period of CD&R Fund three years thereafter, with respect to Sections 6(a)(i) and (iii) below, and during the Purchaser Parties first year of the Term (or such lesser period if your employment is terminated earlier) and for a period of three years thereafter with respect to Section 6(a)(ii) below, you shall not, and shall cause their respective Affiliates and all other investment funds or Persons controlled or managed by any without the written consent of the general partners board of CD&R Fund or directors of the Purchaser Parties or their respective Affiliated Funds not toCompany, directly or indirectly: indirectly become associated with, render services to invest in, represent, advise or otherwise participate as an officer, employee, director, stockholder, partner, agent of or consultant for, any business in the United States which (ai) solicit for employmentis competitive with the business in which Cross Country Local is engaged during your employment and at the time your employment with the Company ceases, employ or attempt to employ or divert any senior management(ii) is competitive with the business in which E-level employee of any Group Company as Staff is engaged during the first year of the Term (or, up to the date hereof; providedyour employment terminates, that if earlier), or (iii) is engaged in travel nurse staffing. Notwithstanding anything in the Purchaser and its Affiliates may prior sentence to the contrary, (1) engage in general solicitations of employment (including through search firms) not specifically directed at such employees and (2) solicit for employment or employ or attempt to employ any person who is after you are no longer employed by the Company or any Group of its subsidiaries, you shall not be restricted from engaging in per diem nurse staffing outside of a 50-mile radius from any locations in which the Cross Country Local had offices during your employment or has offices at the time your employment with the Company ceases and, (2) nothing herein shall prevent you from acquiring up to 3% of the securities of any company listed on a national securities exchange or quoted on the NASDAQ quotation system, provided your involvement with any such company is solely that of a stockholder. If your employment hereunder shall be terminated during the Term by you with Good Reason (as defined below) or by the Company without Just Cause (as defined below), then the foregoing noncompetition covenant shall only be effective for the applicable above-stated period after such termination; provided (A) the Company so elects and (B) the Company pays to you (i) six months of your Base Salary in effect at the time of such time; ortermination, and (ii) the cost to provide six months of any life and medical insurance benefits you were receiving at the time of such termination pursuant to Section 4 of this Agreement (collectively, the "Total Payment") over a six-month period and in accordance with the Company's regular payroll practices. Any payments made by the Company to you pursuant to Section 9(e) or 9(f) hereof shall be credited against the Total Payment obligation in this Section 6, although nothing in this Section 6 shall be construed to limit the Company's obligations under such sections. The Company shall provide you written notice of the exercise of its rights in the immediately preceding sentence within thirty (30) days of the date of the termination of your employment and shall be obligated to make such Total Payment if the Company exercises its rights, or if such notice is not given, the Company shall be deemed to have irrevocably waived such rights and you shall not be subject to the non-competition covenant in this Section 6(a). (b) engage or participate, as an owner, investor, partner, member, shareholder or lender, in a business primarily engaged in The parties hereto intend that the distribution of roofing materials, drywall or ceiling tile and related accessories anywhere in the United States or Canada. Notwithstanding the foregoing, the restrictions set forth covenant contained in this Section 4.14 6 shall not apply be deemed a series of separate covenants for each country, state, county and city in which the Cross Country Local's and E-Staff's business is conducted. If, in any judicial proceeding, a court shall refuse to any portfolio company of CD&R Fundenforce all the separate covenants deemed included in this Section 6 because, taken together, they cover too extensive a geographic area, the Purchaser Parties or any Affiliated Fund parties intend that those of such covenants (or any controlled Affiliate taken in order of any the countries, states, counties and cities therein which are least populous) which if eliminated would permit the remaining separate covenants to be enforced in such portfolio company)proceeding shall, except to for the extent CD&R Fundpurpose of such proceeding, be deemed eliminated from the Purchaser Parties or any Affiliated Fund (other than their respective portfolio companies or controlled Affiliates thereof) either directs or causes such portfolio company (or controlled Affiliate) to take an action that would be a breach provisions of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such action; provided that service by one or more representatives of the Purchaser Parties, CD&R Fund or any Affiliated Fund as a director of a portfolio company shall not, on its own, constitute directing or causing such portfolio company (or controlled Affiliate) to take any action that would be a breach of this Section 4.14 if the Purchaser Parties or CD&R Fund had taken such action. Each of CD&R Fund and the Purchaser Parties shall not, and shall cause the Affiliated Funds not to, vote in their capacity as equityholders in favor of, or fail to exercise a contractual veto right over, an action by such portfolio company (or controlled Affiliate) that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such action6.

Restrictive Covenants. During Special position of trust 15.1 The Executive acknowledges that: (i) he performs services of a unique nature for the Standstill PeriodCompany that are irreplaceable, each and that the Executive’s performance of CD&R Fund such services for a Competing Business (as defined below) will result in irreparable harm to the Company/ the Allarity Group; (ii) the Executive will have access to Confidential Information (as defined below), which, if disclosed, would unfairly and inappropriately assist in competition against the Company or the ALLARITY Group; (iii) the Company and the Purchaser Parties shall ALLARITY Group have substantial relationships with their clients, business partners, and investors, and the Executive will have access to these persons and entities; (iv) the Executive will generate goodwill for the Company/ the ALARITY Group in the course of the Executive’s employment. Accordingly, the Company has a justifiable reason to impose the below combined restrictions on the Executive. 15.2 The Executive agrees that he will not, and shall cause their respective Affiliates and all other investment funds or Persons controlled or managed by any upon termination of the general partners employment and for a period of CD&R Fund or 6 months after his resignation (the Purchaser Parties or their respective Affiliated Funds not to“Restricted Period”), directly or indirectly:, own, manage, operate, control, be employed by (whether as an Executive, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in a Competing Business, or with respect to which the Company has spent significant time or resources analyzing for the purposes of engaging, on the date of termination, in Denmark, any state of the United States, in other European countries, or in any country in which the Company conducts business or has made plans and taken significant steps to conduct business (a “Planned Competing Business”). 15.3 Notwithstanding the foregoing, nothing herein shall prohibit the Executive from being a passive owner of not more than 2% of the equity securities of a publicly traded corporation engaged in a Competing Business or Planned Competing Business, so long as the Executive has no active participation in the Competing Business or Planned Competing Business of such corporation. For purposes of this Section 15.2, “Competing Business” shall mean the research, development and/or sale of cancer therapeutics together with drug efficacy prediction technology (ae.g. companion diagnostics, predictive biomarkers) solicit for employmentthe treatment of cancer, employ including, without limitation, products or attempt services designed to employ make such technology available to patients and businesses in the healthcare industry, or divert any senior management-level employee of any Group Company other material business in which the Company/ the ALLARITY Grupo is engaged as of the date hereof; providedof the expiry of the Executive’s notice period. In addition, that if the Purchaser and its Affiliates may (1) engage Company or a controlling interest in general solicitations the Company is acquired by another entity during the term of employment (including through search firms) not specifically directed at such employees and (2) solicit for employment or employ or attempt to employ any person who is no longer employed by any Group Company at such time; or (b) engage or participate, as an owner, investor, partner, member, shareholder or lenderthis Contract, in a business primarily engaged in the distribution of roofing materials, drywall or ceiling tile and related accessories anywhere in the United States or Canada. Notwithstanding the foregoing, such circumstances the restrictions set forth in this Section 4.14 shall 15.2 will not apply be applicable to any portfolio company business activities of CD&R Fund, the Purchaser Parties or any Affiliated Fund acquiring entity (or any controlled Affiliate of any such portfolio company), and/or its affiliates) except to the extent CD&R Fund, the Purchaser Parties that either (i) such business activities would constitute a Competing Business or any Affiliated Fund Planned Competing Business (other than their respective portfolio companies or controlled Affiliates thereof) either directs or causes such portfolio company (or controlled Affiliate) to take an action that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such action; provided that service by one or more representatives reason of the Purchaser Parties, CD&R Fund or any Affiliated Fund as a director of a portfolio company shall not, on its own, constitute directing or causing such portfolio company (or controlled Affiliate) to take any action that would be a breach of this Section 4.14 if the Purchaser Parties or CD&R Fund had taken such action. Each of CD&R Fund and the Purchaser Parties shall not, and shall cause the Affiliated Funds not to, vote in their capacity as equityholders in favor ofacquisition itself), or fail to exercise a contractual veto right over(ii) the Executive after such acquisition is directly involved in the conduct, an action by management or supervision of such portfolio company (or controlled Affiliate) that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such actionbusiness activities.

Restrictive Covenants. During the Standstill Period, each of CD&R Fund and In order to ensure that the Purchaser Parties shall notwill realize the value and goodwill inherent in the Company, and shall cause their respective Affiliates and all other investment funds or Persons controlled or managed by the Seller hereby agrees with the Purchaser that neither the Seller nor UIC nor any of the general partners of CD&R Fund or the Purchaser Parties or their respective Affiliated Funds not to, Subsidiaries shall: (i) directly or indirectly:, for a period of four (4) years following the Closing Date, engage anywhere in the world in the Business or in any other business which would be competitive with the Business as conducted by the Company on the Closing Date, or acquire or retain any financial interest having a fair value in excess of $500,000 in any business which is so engaged; (aii) solicit directly or indirectly, for employmenta period of four (4) years following the Closing Date, employ request, advise, or attempt induce any individual or company which is a customer of Company to employ withdraw, curtail, or divert cancel any senior management-level employee of any Group Company as of such customer's business with the date hereof; provided, that the Purchaser and its Affiliates may (1) engage in general solicitations of employment (including through search firms) not specifically directed at such employees and (2) solicit for employment or employ or attempt to employ any person who is no longer employed by any Group Company at such timeCompany; or (biii) engage directly or participateindirectly, as an ownerfor a period of two (2) years following the Closing Date, investorsolicit, partnerother than through general advertising, member, shareholder the employment of any of the Transferred Employees or lender, in a business primarily engaged in the distribution employees identified on Schedule 8(e) then employed by the Company or Purchaser or any of roofing materials, drywall or ceiling tile and related accessories anywhere in the United States or Canadatheir Subsidiaries. Notwithstanding the foregoingabove restrictions, the restrictions set forth nothing contained in this Section 4.14 5(k) shall prohibit Seller, UIC, or any of their Subsidiaries from (i) owning less than 5% in the aggregate of the capital or voting stock of any corporation if such stock is publicly traded and listed on any national stock exchange or reported on the National Market tier of the Nasdaq Stock Market, or (ii) entering into and performing a contract (a "Contract") that has a broader scope than the maintenance or servicing of the products constituting part of the Business; provided, however, if such a Contract would include the maintenance or servicing of such products, and if that effort would form a significant or material portion of the overall performance of such Contract, the parties hereto shall endeavor to form a teaming relationship to pursue such Contract. In the event such a Contract would include the maintenance or servicing of such products and if that maintenance or servicing would not be a significant or material portion of overall performance under that Contract, but would be material to Company's maintenance and servicing business, Company shall be offered a subcontract at cost and price no greater than the respective amounts that UIC or any of its Subsidiaries would bid for that particular Contract. In either case, a declination by any party hereto to pursue the work under such Contract will serve as permission for the one party to pursue and perform such Contract without the declining party. Notwithstanding any other provisions of this Agreement to the contrary, in the event of a dispute regarding significance, materiality, cost or price of maintenance or servicing of products under this Section 5(k), the matter shall be referred to a single arbitrator for resolution, whose decision shall be final. In addition, the prevailing party of such a dispute shall not apply be responsible for the fees and expenses of the arbitrator. If any provision of this Section 5(k), as applied to any portfolio company party or to any circumstances, is adjudged by a court to be invalid or unenforceable, the same will in no way affect any other provision of CD&R Fundthis Section 5(k) 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 court making such determination will have the power to reduce the duration and/or area of 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 any provision of this Section 5(k), the Purchaser Parties or any Affiliated Fund (or any controlled Affiliate of any such portfolio company)will be entitled to injunctive relief, except to because the extent CD&R Fundremedy at law would be inadequate and insufficient. In addition, the Purchaser Parties or any Affiliated Fund (other than their respective portfolio companies or controlled Affiliates thereof) either directs or causes will be entitled to such portfolio company (or controlled Affiliate) to take an action that would be a breach damages as it can show it has sustained by reason of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such action; provided that service by one or more representatives of the Purchaser Parties, CD&R Fund or any Affiliated Fund as a director of a portfolio company shall not, on its own, constitute directing or causing such portfolio company (or controlled Affiliate) to take any action that would be a breach of this Section 4.14 if the Purchaser Parties or CD&R Fund had taken such action. Each of CD&R Fund and the Purchaser Parties shall not, and shall cause the Affiliated Funds not to, vote in their capacity as equityholders in favor of, or fail to exercise a contractual veto right over, an action by such portfolio company (or controlled Affiliate) that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such actionbreach.

Restrictive Covenants. During (a) Seller hereby acknowledges and agrees that (i) Buyer would not have entered into this Agreement if Seller had not agreed to the Standstill covenants set forth in this Section 5.10, that Section 5.10 is a material term and material incentive for entering into this Agreement, and (ii) Seller has had access to and is selling to Buyer as part of this Agreement the goodwill of the Company and information that is confidential and proprietary to the Company, that constitutes a valuable, special and unique asset of the Company, and with respect to which Buyer is entitled to the protections afforded by this Agreement and to the remedies for enforcement of this Agreement provided by law or in equity (including those remedies the availability of which may be within the discretion of the court or arbitrator that presides over any action for which enforcement of this Agreement is brought). (b) For a period of 18 months after the Closing Date, Seller agrees that it will not (i) directly or indirectly employ or engage any (A) Business Employee who accepts an Employment Offer from Buyer or any other Field Business Employee who receives an Employment Offer from Buyer, (B) Company Service Provider who provides services to the Company after the Closing or (C) employee of Buyer or any of its Affiliates with whom Seller or any of its Affiliates had contact with or became aware of prior to the Closing Date (collectively, the “Restricted Employees”), or (ii) directly or indirectly solicit the employment or services of, or cause or attempt to cause to leave the employment or service of Buyer or any Affiliate of Buyer, any Restricted Employees; provided, however, that Seller may solicit or hire any Restricted Employees (X) Buyer has consented to the solicitation or hiring of such individual in writing, which consent Buyer may withhold in its sole discretion or (Y) with respect to Restricted Employees who are not Business Employees or Company Service Providers, such solicitation solely occurs by general solicitation for employment not directed at any such Restricted Employees. (c) For a period of 18 months following the Closing Date, Seller agrees that it will not, directly or indirectly, acting alone or as a member of a partnership or company, as a holder or owner of any security, as a lender, agent, advisor, consultant or independent contractor: (i) within the Restricted Area, carry on, participate in, or be engaged in (whether for its own account or for the account of any other Person) the Restricted Business; (ii) share in the earnings of, or beneficially own or hold any security issued by, or otherwise own or hold any interest in any entity which is engaged in the Restricted Business within the Restricted Area; or (iii) encourage or induce, directly or indirectly, any customer or supplier of the Company who is a customer or supplier of the Company within the Restricted Area immediately prior to the Closing, or is a prospective customer or supplier of the Company within the Restricted Area immediately prior to the Closing, to curtail, cancel or materially reduce its business or refrain from doing business with, Buyer or its Affiliates (which after Closing includes the Company) within the Restricted Area. Notwithstanding the foregoing provisions of this Section 5.10(c), Seller may own, solely as an investment, securities of an entity that is engaged in the Restricted Business within the Restricted Area if (1) Seller is not an Affiliate of the issuer of such securities, (2) Seller does not, directly or indirectly, beneficially own more than 5% in the aggregate of such class of securities, and (3) Seller has no active participation in such entity. (d) From the Closing Date and for a period of 2 years thereafter (or with respect to any contract with a term longer than two years, for a period equivalent to the term of such contract) (such period, the “Confidentiality Period”), each of CD&R Fund and the Purchaser Parties shall notSeller shall, and shall cause their respective its Affiliates and all other investment funds or Persons controlled or managed by any of the general partners of CD&R Fund or the Purchaser Parties or their respective Affiliated Funds not to, directly or indirectly: (a) solicit for employmenthold in confidence and not use, employ or attempt to employ or divert any senior management-level employee of any Group Company as of the date hereofConfidential Information; provided, however, that the Purchaser Seller and its Affiliates shall be able to use or disclose any such Confidential Information (i) as may be reasonably required by Seller or its Affiliates in connection with any insurance proceedings or Tax audits against or proceedings concerning Seller or its Affiliates or (1ii) engage in general solicitations to enforce its rights and comply with its obligations under this Agreement. If Seller or any of employment (including through search firms) not specifically directed at such employees and (2) solicit for employment its Affiliates is requested or employ compelled during the Confidentiality Period to disclose any Confidential Information by judicial or attempt to employ any person who is no longer employed administrative process, by any Group Company Governmental Authority or by other requirements of Law, Seller or such Affiliate (as applicable) shall be permitted to make such disclosure; provided, however, that Seller or such Affiliate (as applicable), to the extent permitted by applicable Law, promptly notifies Buyer in writing and discloses only that portion of such Confidential Information that Seller or such Affiliate (as applicable) is legally required to disclose and that Seller or such Affiliate (as applicable) provides reasonable cooperation to Buyer, at such time; or (b) engage Buyer’s expense, with respect to any actions taken by Buyer to obtain an appropriate protective order or participateother reasonable assurance that confidential treatment will be accorded Confidential Information. Further, as an ownernotwithstanding any other provision in this Agreement, investorSeller may disclose Confidential Information to Seller’s Affiliates and each of their respective partners, partnermembers, memberofficers, shareholder or lendermanagers, directors, agents and investors to the extent Seller deems reasonably necessary in a business primarily engaged in connection with the distribution of roofing materialstransactions contemplated by this Agreement, drywall or ceiling tile subject to the confidentiality and related accessories anywhere in the United States or Canada. Notwithstanding the foregoing, the non-use restrictions set forth in this Section 4.14 5.10(d) and Seller shall not apply to any portfolio company be responsible for a breach by Seller’s Affiliates and each of CD&R Fundtheir respective partners, the Purchaser Parties or any Affiliated Fund (or any controlled Affiliate members, officers, managers, directors, agents and investors of any such portfolio company), except this Section 5.10(d) to the extent CD&R Fund, Seller provides Confidential Information to such Affiliates or other persons. (e) Seller hereby agrees that if Seller violates or threatens to violate any of the Purchaser Parties or any Affiliated Fund (other than their respective portfolio companies or controlled Affiliates thereof) either directs or causes such portfolio company (or controlled Affiliate) to take an action that would be a breach provisions of this Section 4.14 5.10, it would be difficult to determine the entire cost, damage or injury which Buyer and its Affiliates would sustain. Seller acknowledges that if CD&R Fund it violates any of the provisions of this Section 5.10, Buyer may have no adequate remedy at law. In the event of such violation, Buyer shall have the right, in addition to any other rights that may be available to it, to seek to obtain in any court of competent jurisdiction injunctive relief to restrain any violation by Seller of any provision of this Section 5.10 or the Purchaser Parties had taken such action; provided that service to seek to compel specific performance by Seller of one or more representatives of its obligations under this Section 5.10. The seeking or obtaining by Buyer of such injunctive relief shall not foreclose or in any way limit the Purchaser Parties, CD&R Fund or right of Buyer to obtain a money judgment against Seller for any Affiliated Fund as a director damage to Buyer that may result from any breach by Seller of a portfolio company shall not, on its own, constitute directing or causing such portfolio company (or controlled Affiliate) to take any action that would be a breach provision of this Section 4.14 if 5.10. (f) Seller acknowledges that the Purchaser Parties covenants contained in Section 5.10 are reasonable in geographic and temporal scope and that the scope of each of the activities being restrained is reasonable and does not impose a greater restraint than is necessary to protect the goodwill or CD&R Fund had taken such action. Each other business interest of CD&R Fund Buyer and the Purchaser Parties Company. If any court of competent jurisdiction determines that any of such covenants, provisions or portions of Section 5.10, or any part thereof, are unenforceable or otherwise invalid, then (i) the validity and enforceability of any remaining covenants, provisions or portions thereof shall notnot be affected by such determination, (ii) those of such covenants, provisions or portions that are determined to be unenforceable because of the duration or scope thereof shall be reformed if possible by the court to reduce their duration or scope so as to render the same enforceable against Seller to the maximum duration and broadest scope permitted by law, and shall cause if such reformation is not possible, then severance by the Affiliated Funds not tocourt, vote in their capacity as equityholders in favor ofand (iii) all remaining covenants, or fail to exercise a contractual veto right overprovisions, an action by such portfolio company (or controlled Affiliate) that would be a breach portions and terms of this Section 4.14 if CD&R Fund or 5.10 shall be valid and enforceable to the Purchaser Parties had taken such actionfullest extent permitted by law.

Restrictive Covenants. During As a further material inducement to ABC to enter into this Agreement and to provide Txxxxx with the Standstill Periodbenefits set forth in Section 2 hereof, each of CD&R Fund Txxxxx covenants and the Purchaser Parties shall not, and shall cause their respective Affiliates and all other investment funds or Persons controlled or managed by any of the general partners of CD&R Fund or the Purchaser Parties or their respective Affiliated Funds not to, directly or indirectlyagrees with ABC as follows: (a) solicit For a period of two (2) years after the date hereof, Txxxxx shall not divulge or furnish any confidential information of ABC acquired by him while employed by ABC to any person, firm or corporation, other than to ABC or its subsidiaries or upon its or their written request, or use any such confidential information (which shall at all times remain the property of ABC) directly or indirectly for employment, employ Txxxxx’ own benefit or attempt to employ or divert any senior management-level employee for the benefit of any Group Company person, firm or corporation other than ABC. For purposes hereof, the term “confidential information” shall mean ABC’s and its subsidiaries’ non-public, confidential or proprietary information, including, without limitation, any and all tangible and intangible information, whether oral, in writing or in any other medium, whether developed by Txxxxx or furnished to Txxxxx by third parties at the direction of ABC, concerning the policies, plans, procedures or customers of ABC or its subsidiaries or the business, financial condition, operations, assets, liabilities and contingencies of ABC or its subsidiaries. (b) Txxxxx hereby agrees that he will not directly or indirectly disclose to anyone, or use or otherwise exploit for his own benefit or for the benefit of anyone other than ABC and its subsidiaries any trade secrets (as defined in §10-1-761 of the Official Code of Georgia Annotated) of ABC or any of its subsidiaries for as long as they remain trade secrets. (c) For a period of two (2) years after the date hereof, Txxxxx shall not, directly or indirectly, use any of ABC’s confidential information or trade secrets to provide Banking Business (as hereinafter defined) to, or solicit the Banking Business of, any customer of ABC or any of its subsidiaries, or assist any actual or potential competitor of ABC or any of its subsidiaries to provide Banking Business to, or solicit the Banking Business of, any such customer using such confidential information or trade secrets. 3 (d) For a period of two (2) years after the date hereof, Txxxxx shall not, directly or indirectly, as principal, agent or trustee, or through the agency of any corporation, partnership, trade association, agent or agency, engage in any business or venture which competes with the Banking Business within a 50-mile radius of any office or branch office location of ABC or any of its subsidiaries as of the date hereof; provided. (e) If Txxxxx subsequently (i) uses ABC’s confidential information or trade secrets to provide Banking Business to, or solicit the Banking Business of, any customer of ABC or any of its subsidiaries, or assists any actual or potential competitor of ABC or any of its subsidiaries to provide Banking Business to, or solicit the Banking Business of, any such customer using such confidential information or trade secrets, or (ii) engages, directly or indirectly, as principal, agent, or trustee, or through the agency of any corporation, partnership, trade association, agent or agency, in any business or venture which competes with the Banking Business within a 50-mile radius of any office or branch office location of ABC or any of its subsidiaries as of the date hereof, then ABC may immediately terminate any compensation provided to Txxxxx herein. (f) The term “Banking Business” shall mean the business of operating a financial institution or bank holding company, including the provision of retail, commercial, trust, mortgage and investment banking products and services and the management of companies that the Purchaser provide such products and services, as conducted by ABC and its Affiliates may (1) engage in general solicitations of subsidiaries during Txxxxx’ employment (including through search firms) not specifically directed at such employees and (2) solicit for employment or employ or attempt to employ any person who is no longer employed by any Group Company at such time; or (b) engage or participate, as an owner, investor, partner, member, shareholder or lender, in a business primarily engaged in the distribution of roofing materials, drywall or ceiling tile and related accessories anywhere in the United States or Canada. Notwithstanding the foregoing, the restrictions set forth in this Section 4.14 shall not apply to any portfolio company of CD&R Fund, the Purchaser Parties or any Affiliated Fund (or any controlled Affiliate of any such portfolio company), except to the extent CD&R Fund, the Purchaser Parties or any Affiliated Fund (other than their respective portfolio companies or controlled Affiliates thereof) either directs or causes such portfolio company (or controlled Affiliate) to take an action that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such action; provided that service by one or more representatives of the Purchaser Parties, CD&R Fund or any Affiliated Fund as a director of a portfolio company shall not, on its own, constitute directing or causing such portfolio company (or controlled Affiliate) to take any action that would be a breach of this Section 4.14 if the Purchaser Parties or CD&R Fund had taken such action. Each of CD&R Fund and the Purchaser Parties shall not, and shall cause the Affiliated Funds not to, vote in their capacity as equityholders in favor of, or fail to exercise a contractual veto right over, an action by such portfolio company (or controlled Affiliate) that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such actionABC.

Restrictive Covenants. (a) During the Standstill PeriodTerm and at all times thereafter, each of CD&R Fund and the Purchaser Parties Executive shall not, without the prior written consent of the relevant Company, divulge, disclose or make accessible to any other Person any Confidential Information except (v) to the Companies and shall cause their respective Affiliates and all other investment funds Affiliates, or Persons controlled to any authorized (or managed by apparently authorized) agent or representative of any of them, (w) in connection with performing his duties hereunder, (x) when required to do so by law or by a court, governmental agency, legislative body, arbitrator or other Person with apparent jurisdiction to order him to divulge, disclose or make accessible such information, (y) in the general partners course of CD&R Fund any Proceeding under Section 12(c) or 15 or (z) in confidence to an attorney or other professional advisor for the purpose of securing professional advice. In the event that the Executive is required to disclose any Confidential Information pursuant to clause (x) or (y) of the immediately preceding sentence, he shall (A) promptly give the relevant Company notice that such disclosure is or may be made and (B) cooperate with the Companies, at their reasonable request and sole expense, in seeking to protect the confidentiality of the Confidential Information. (b) The Executive shall not, for his own benefit or the Purchaser Parties benefit of any other Person, without the prior written consent of the Companies and other than in connection with his services hereunder during the Term: (i) during the Term and for a period of 12 months thereafter (provided that such period shall be shortened to 6 months in the event that the Term ends in a termination of the Executive's employment that is governed by Section 9(d), 9(e) or their respective Affiliated Funds not to9(g) (relating to without Cause and full Term terminations)), perform material services for, or otherwise have material involvement with (whether as an officer, director, partner, consultant, security holder, owner, employee, independent contractor or otherwise), any Person that competes materially (whether directly or indirectly:) with the Companies in the Business in the United States; provided that the Executive may in any event (x) own up to a 5% passive ownership interest in any public or private entity and (y) be employed by, or otherwise have material association with, any business that competes materially with the Companies in the Business if his employment or association is with a separately managed and operated division or Affiliate of such business that does not compete with the Companies in the Business and he has no business communication relating to the Business with employees of any division or Affiliate of such business that does compete with the Companies in the Business and (z) serve on the Board of any business as an immaterial part of its overall business provided that he recuses himself fully and completely from all matters relating to the Business. (ii) during the Term and for a period of 12 months thereafter, personally solicit, aid in the solicitation of, induce or otherwise encourage (whether directly or indirectly) any individual who is, at the time of such encouragement, employed as an executive, highly-compensated employee, or managerial/supervisory employee of either of the Companies, to cease such employment; or (iii) during the Term and for a period of 12 months thereafter, personally solicit, aid in the solicitation of, induce, or otherwise encourage (whether directly or indirectly) any Person that was a customer of the Companies at any time during the Term for the purpose of (a) solicit for employmentselling services or products to such Person in competition with the Companies in the Business or (b) inducing such Person to cancel, employ transfer or attempt to employ cease doing Business in whole or divert any senior management-level employee of any Group Company as of in part with the date hereofCompanies; provided, that the Purchaser and its Affiliates may (1) engage in general solicitations of employment (including through search firms) not specifically directed at such employees and (2) solicit for employment or employ or attempt to employ any person who is no longer employed by any Group Company at such time; or (b) engage or participate, as an owner, investor, partner, member, shareholder or lender, in a business primarily engaged in the distribution of roofing materials, drywall or ceiling tile and related accessories anywhere in the United States or Canada. Notwithstanding the foregoing, the restrictions set forth in clauses (i), (ii) and (iii) of this Section 4.14 12(b) shall immediately expire in the event that either of the Companies, or any of their Affiliates, shall have materially breached, on or after the Termination Date, any of their material obligations to the Executive under this Agreement or otherwise, which breach shall have continued uncured for 15 days after the Executive has given written notice requesting cure. (c) The Executive acknowledges and agrees that the Companies' Business and the services they provide are highly competitive, and that the restrictions contained in this Section 12 are reasonable and necessary to protect the Companies' legitimate business interests. The Executive further acknowledges that any actual or prospective breach may irreparably cause damage to the Companies for which money damages may not apply to be adequate. Therefore, in the event of any portfolio company actual or threatened breach by the Executive of CD&R Fundany of the provisions of Section 12(a) or 12(b) above, the Purchaser Parties Companies shall each be entitled to seek, through arbitration in accordance with Section 15 or from any Affiliated Fund court with jurisdiction over the matter and the Executive, temporary, preliminary and permanent equitable/injunctive relief restraining the Executive from violating such provision and to seek, in addition, but solely through arbitration in accordance with Section 15, money damages, together with any and all other remedies available under applicable law. (d) The purpose of Section 12, among other things, is to protect the Companies from unfair or any controlled Affiliate inappropriate competition, to protect their confidential information and trade secrets, and to prevent competitors from raiding the Companies' management employees. If the scope or enforcement of any such portfolio company)Section 12 is ever disputed, except a court, arbitrator or other trier of fact may modify and enforce its provisions to the extent CD&R Fundit believes is lawful and appropriate. If any provision of Section 12 is construed to be invalid, illegal or unenforceable, then the Purchaser Parties or any Affiliated Fund (other than their respective portfolio companies or controlled Affiliates thereof) either directs or causes such portfolio company (or controlled Affiliate) to take an action that would remaining provisions therein shall not be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such action; provided that service by one or more representatives of the Purchaser Parties, CD&R Fund or any Affiliated Fund as a director of a portfolio company shall not, on its own, constitute directing or causing such portfolio company (or controlled Affiliate) to take any action that would be a breach of this Section 4.14 if the Purchaser Parties or CD&R Fund had taken such action. Each of CD&R Fund and the Purchaser Parties shall not, affected thereby and shall cause the Affiliated Funds not to, vote in their capacity as equityholders in favor of, or fail to exercise a contractual veto right over, an action by such portfolio company (or controlled Affiliate) that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such actionenforceable without regard thereto.

Restrictive Covenants. During (a) For so long as any Class B Member (such Members, the Standstill “Restricted Parties”) or any such Class B Member’s Permitted Transferee owns a direct or indirect beneficial interest in the Company, whether as indirect owners of a Member or otherwise, and for three (3) years following the date on which such Member or such Permitted Transferee or such Member ceases to own such an interest in the Company (such period with respect to each Restricted Party, the “Restricted Period”), each of CD&R Fund and the Purchaser Parties such Restricted Party shall not, and shall cause their its respective Affiliates Affiliates, members, shareholders and all other investment funds or Persons controlled or managed by any of the general partners of CD&R Fund or the Purchaser Parties or their respective Affiliated Funds trustees not to, directly or indirectly: , (a) solicit for employment, employ or attempt to employ or divert any senior management-level employee of any Group Company as except in service of the date hereofCompany or its Affiliates, including the Company Entities), (i) manage, operate, control or in any capacity, engage in or have any direct or indirect ownership interest in, (ii) sponsor, advise, provide funding to or otherwise assist any other Person to engage in or (iii) permit its name to be used in connection with any business in North America (the “Restricted Territory”) which is engaged, either directly or indirectly, in the Restricted Business; provided, that (A) the Purchaser passive beneficial ownership (as defined in Section 13(d) of the Exchange Act) of less than 2% of the outstanding equity securities of a publicly-held corporation that is engaged in a Restricted Business within the Restricted Territory, (B) the ownership and its Affiliates may operation of a logistics services company operating in the pharmaceutical industry or the sale of medical surgical and laboratory consumables and supplies, durable medical equipment and other non-pharmaceutical items, (1C) engage the ownership of and operation of the business of Apace KY LLC, a Kentucky limited liability company d/b/a Apace Packaging LLC, in general solicitations of employment (including through search firms) not specifically directed at substantially the same manner and scope as such employees business is currently conducted, and (2D) solicit for employment any of those activities listed on Schedule 7.07 of the Purchase Agreement, shall not be deemed, solely by reason thereof, a violation of this Schedule 5.4(a). For purposes of this Agreement, the term “engage in” includes any direct or employ indirect interest in any enterprise, whether as a stockholder, member, partner, joint venturer, franchisor, franchisee, owner, investor, agent, employee executive, consultant or attempt otherwise or rendering any direct or indirect service or assistance to employ any person who is no longer employed by any Group Company at such time; orPerson. (b) engage Each Restricted Party covenants that for so long as it owns a direct or participateindirect beneficial interest in the Company, whether as indirect owners of a Member or otherwise, and for two (2) years following the date on which such Member ceases to own such an interest in the Company, such Restricted Party shall not (except in the furtherance of the Restricted Parties duties as an owneremployee of the Company or any of its Affiliates), investordirectly or indirectly, partnerindividually or on behalf of any other Person, member(i) solicit, shareholder aid or lenderinduce any employee, representative or agent of the Company’s and its subsidiaries’ and affiliates’ (collectively, the “Company Group”) to leave such employment or retention or to accept employment with or render services to or with any other Person, firm, corporation or other entity unaffiliated with the Company Group or hire or retain any such employee, representative or agent, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, representative or agent, other (x) than any such employee, representative or agent whose employment has been terminated by the Company Group and (y) his personal assistant(s), (ii) solicit, aid or induce (or attempt to do any of the foregoing) directly or indirectly, any current or prospective customer of the Company Group with whom the Restricted Party substantially dealt with at any time during the last two years of the Class B Member’s status as a Member of the Company to purchase goods or services then sold in connection with the Company’s business from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer or (iii) interfere in any manner with the relationship of the Company Group and any of its vendors. An employee, representative or agent shall be deemed covered by this Section 5.4(b) while so employed or retained by the Company Group and for six months thereafter. Anything to the contrary herein notwithstanding, the following shall not be deemed a violation of this Section 5.4(b): (A) the Restricted Party’s solicitation of the Company Group’s customers and/or vendors in connection with, and directly related to, his engaging in a business primarily engaged that complies with Section 5.4(a); (B) the Restricted Party’s responding to an unsolicited request for an employment reference regarding any former employee of the Company Group from such former employee, or from a third party, by providing a reference setting forth his personal views about such former employee; or (C) if an entity with which the Restricted Party is associated hires or engages any employee of the Company Group, if the Restricted Party was not, directly or indirectly, involved in hiring or identifying such person as a potential recruit or assisting in the distribution recruitment of roofing materialssuch employee. For purposes hereof, drywall the Restricted Party shall be deemed to have been involved “indirectly” in soliciting, hiring or ceiling tile identifying an employee only if the Restricted Party (x) directs a third party to solicit or hire the employee, (y) identifies an employee to a third party as a potential recruit or (z) aids, assists or participates with a third party in soliciting or hiring an employee. (c) The Company, the Restricted Parties and related accessories anywhere the other Members mutually agree that it is in the United States or Canada. Notwithstanding interest of all parties for the foregoing, Restricted Parties to enter into the restrictions restrictive covenants set forth in this Section 4.14 5.4 to, among other things, protect the legitimate business interests of the Company and the Members. The Company, the Restricted Parties and the Members further acknowledge and agree that (i) the Company would not have entered into this Agreement or the Purchase Agreement but for the restrictive covenants of the Restricted Parties set forth in this Section 5.4, (ii) such restrictive covenants have been made by the Restricted Parties in order to induce the Company to enter into this Agreement and the Purchase Agreement and (ii) each Restricted Party, as applicable, recognizes and agrees that such Restricted Party can comply with the restrictive covenants contained in this Section 5.4 and still find gainful employment without violating the agreements and covenants contained herein. For the avoidance of doubt, the provisions of this Section 5.4 are not intended to, and shall not, result in any modification of the covenants contained in the Purchase Agreement or any other agreement entered into between any Restricted Party and any Company Entity, and, in this regard, to the extent any of the covenants in this Agreement overlap with the covenants contained in the Purchase Agreement or any such agreement, the provision that is more restrictive upon the Restricted Party shall control. (d) The Company, the Restricted Parties and the other Members acknowledge and agree that: (i) the time, scope, and other provisions of this Section 5.4 have been specifically negotiated by sophisticated commercial parties and specifically hereby agree that such time, scope and other provisions are reasonable and necessary under the circumstances; and (ii) if, at any time, despite the express agreement of the parties hereto, a court of competent jurisdiction holds pursuant to a final judgment that any portion of this Section 5.4 is unenforceable because any of the restrictions therein are unreasonable, or for any other reason, such decision shall not affect the validity or enforceability of any of the other provisions of this Agreement, and the maximum restrictions of time or scope reasonable under the circumstances, as determined by such court, will be substituted for any such restrictions that are held unenforceable. (e) The Company, the Restricted Parties and the other Members acknowledge and agree that any breach by any Restricted Party of any of the provisions of this Section 5.4 may cause irreparable damage to the Members and the Company, the exact amount of which may be difficult to ascertain, and the remedies at law for any such breach may be inadequate. Accordingly, each Member and the Company shall be entitled, in addition to any other rights or remedies existing in its favor, to obtain injunctive relief restraining any actual or threatened breach of this Section 5.4 and to have this Section 5.4 specifically enforced without need to post bond and to recover their reasonable attorneys’ fees and costs incurred thereby, it being agreed that any actual or threatened breach of this Section 5.4 would cause irreparable injury and that money damages would not provide an adequate remedy. (f) If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 5.4 is invalid or unenforceable, the parties hereto agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed. The provisions of this Section 5.4 shall be in addition to, and not in limitation of, any other similar provisions to which any Restricted Party is bound or may be bound in the future. The covenants contained in this Section 5.4 and each provision thereof 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. If any court holds any of the restrictions or covenants contained in this Section 5.4 to be unenforceable by reason of their breadth or scope or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the right of the Company to the relief provided in this Section 5.4 in the courts of any other jurisdiction within the geographic scope of such restrictions and covenants. (g) The Company shall be entitled to provide a copy of this Section 5.4 and any terms incorporated herein to any Person that the Company reasonably believes may be employing or retaining the services of any Restricted Party in violation of this Section 5.4. (h) For the avoidance of doubt, the foregoing restrictions shall not apply to the operation of any portfolio company Company Entity following the date hereof pursuant to the terms of CD&R Fund, the Purchaser Parties this Agreement or any Affiliated Fund (or other agreement to which any controlled Affiliate of any such portfolio company), except to the extent CD&R Fund, the Purchaser Parties or any Affiliated Fund (other than their respective portfolio companies or controlled Affiliates thereof) either directs or causes such portfolio company (or controlled Affiliate) to take an action that would be Company Entity is a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such action; provided that service by one or more representatives of the Purchaser Parties, CD&R Fund or any Affiliated Fund as a director of a portfolio company shall not, on its own, constitute directing or causing such portfolio company (or controlled Affiliate) to take any action that would be a breach of this Section 4.14 if the Purchaser Parties or CD&R Fund had taken such action. Each of CD&R Fund and the Purchaser Parties shall not, and shall cause the Affiliated Funds not to, vote in their capacity as equityholders in favor of, or fail to exercise a contractual veto right over, an action by such portfolio company (or controlled Affiliate) that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such actionparty.

Restrictive Covenants. During (i) From and after the Standstill PeriodClosing, each Seller Party will keep confidential and not disclose to any other Person or use for such Person’s own benefit or the benefit of CD&R Fund any other Person any confidential or non-public information regarding any Seller or the Business. The obligation of each Seller Party and its respective Affiliates under this Section 5.2(a)(i) will not apply to information that is or becomes generally available to the Purchaser Parties shall public without breach of the commitment provided for in this Section 5.2(a)(i) or is required to be disclosed by applicable Law; provided, however, that, in the case of a required disclosure, the applicable Seller Party or such other Person, as applicable, will notify Buyer as early as reasonably practicable prior to disclosure to allow Buyer to take appropriate measures to preserve the confidentiality of such information. (ii) As a material inducement to Buyer to enter into and perform its obligations under this Agreement, each Seller Party agrees that, from the Closing Date through the two-year anniversary of the Closing Date (the “Non-Compete Restricted Period”), each Seller Party will not, and shall will cause their its respective employees, officers, directors, managers, agents and Affiliates and all other investment funds or Persons controlled or managed by any of the general partners of CD&R Fund or the Purchaser Parties or their respective Affiliated Funds not to, directly or indirectly: , own any interest in, manage, control, participate in (a) solicit for employment, employ or attempt to employ or divert any senior management-level employee of any Group Company as of the date hereof; provided, that the Purchaser and its Affiliates may (1) engage in general solicitations of employment (including through search firms) not specifically directed at such employees and (2) solicit for employment or employ or attempt to employ any person who is no longer employed by any Group Company at such time; or (b) engage or participate, whether as an owner, investorofficer, director, manager, employee, partner, memberagent, shareholder representative or lenderotherwise), consult with, render services for, become employed by, or in a business primarily engaged any other manner engage in the distribution retail sale of roofing materialsrecreational or medical marijuana or the operation of a recreational or medical marijuana dispensary (such action, drywall or ceiling tile and related accessories anywhere a “Competitive Activity”) within the Restricted Area, except as set forth on Schedule 5.2(a)(ii). Nothing herein will prohibit any such Person from being a passive owner of not more than two percent of the outstanding stock of any class of a corporation involved in the United States or Canadacannabis business that is publicly traded. Notwithstanding “Restricted Area” means any area north of 38.2544° N, 104.6091° W coordinates in the foregoing, the restrictions set forth in this Section 4.14 shall not apply to any portfolio company state of CD&R Fund, the Purchaser Parties or any Affiliated Fund (or any controlled Affiliate of any such portfolio company), except to the extent CD&R Fund, the Purchaser Parties or any Affiliated Fund (other than their respective portfolio companies or controlled Affiliates thereof) either directs or causes such portfolio company (or controlled Affiliate) to take an action that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such action; provided that service by one or more representatives of the Purchaser Parties, CD&R Fund or any Affiliated Fund as a director of a portfolio company shall not, on its own, constitute directing or causing such portfolio company (or controlled Affiliate) to take any action that would be a breach of this Section 4.14 if the Purchaser Parties or CD&R Fund had taken such action. Each of CD&R Fund and the Purchaser Parties shall not, and shall cause the Affiliated Funds not to, vote in their capacity as equityholders in favor of, or fail to exercise a contractual veto right over, an action by such portfolio company (or controlled Affiliate) that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such actionColorado.

Restrictive Covenants. During 6.1 For the Standstill Periodpurpose of assuring to the Investors the full benefit of the business and goodwill of the Group and as part of the inducement to the Investors entering into the Subscription Agreement, each of CD&R Fund the Founders hereby undertakes to the Company and to each of the Investors that, during the Relevant Period and for such period as will expire on the later of either (i) two years from the last day of the Relevant Period in respect of a Founder, or (ii) such date after the Relevant Period at which the Investors hold Shares representing less than 5% of the share capital of the Company at the date hereof (save that any reduction in Shares held by the Investors below the aforesaid 5% threshold as a direct result of the Investors being required to participate in a Drag Along Sale, that S7-11 is initiated by other Initial Shareholders, shall be ignored and the Purchaser Parties Investors’ shareholding shall notbe deemed to be 5% for the purposes of this clause after such Drag Along Sale) (“Restriction Period”), and shall cause their respective Affiliates and all other investment funds or Persons controlled or managed by neither it/he nor any of the general partners of CD&R Fund its/his Associates will, whether directly or the Purchaser Parties indirectly and either alone or their respective Affiliated Funds not toin conjunction with, or on behalf of, any other person, firm or company and whether as principal, shareholder, director, employee, agent, consultant, partner or otherwise: 6.1.1 be concerned with, engaged or interested in any business in any manner, directly or indirectly:, which is in direct competition with the business carried on by any Group Company in Hong Kong or in the PRC or anywhere in the world (“Territory”) at any time during the Restriction Period; (a) 6.1.2 canvass, solicit or approach or cause to be canvassed, solicited or approached, any person in any manner in the Territory for employmentorders or accept, employ receive or attempt to employ process any orders from any person who is or divert any senior management-level employee has been during the Restriction Period a customer or client of any Group Company as where the orders relate to goods and/or services which are competitive with or of the date hereof; provided, that the Purchaser and its Affiliates may (1) engage in general solicitations of employment (including through search firms) not specifically directed at such employees and (2) solicit for employment or employ or attempt to employ any person who is no longer employed type supplied by any Group Company at such timeany time during the Relevant Period or the Restriction Period; or 6.1.3 solicit or entice away, or endeavour to solicit or entice away, any employee or officer of any Group Company. 6.2 For the purpose of assuring to the Initial Shareholders the full benefit of the business and goodwill of the Group and as part of the inducement to the Initial Shareholders investing in the Group, each of Xx. Xxxx and Xx. Xxxx hereby undertakes and warrants (bas the case may be) engage or participateto the Company and each of the Initial Shareholders that: 6.2.1 the current scope of business of Beijing Ninetowns Yadi Wall Paper Co., as an ownerLtd. is not, investor, partner, member, shareholder or lenderand will not be expanded into any business that would be, in a direct competition with the business primarily engaged carried on by the Group (from time to time); 6.2.2 the current scope of business of Beijing Ninetowns Import & Export e-Commerce Software Co., Ltd. is not, and will not be expanded into any business that would be, in direct competition with the business carried on by the Group (from time to time); 6.2.3 the current scope of business of Beijing Xinchengtong Digital Technology Co., Ltd. is not, and will not be expanded into any business that would be, in direct competition with the business carried on by the Group (from time to time); 6.2.4 in the distribution event that the Group wishes to expand into a new line of roofing materialsbusiness from the date hereof that would being it in competition with the business carried on by any of the entities referred to in clauses 6.2.1 to 6.2.3, drywall procure that such entity(ies) will all such necessary acts and execute all documents to remove itself or ceiling tile themselves from being in direct competition with the Group. 6.3 Each undertaking in clauses 6.1 and related accessories anywhere in 6.2 shall be treated as independent of the United States other undertakings so that, if any of them is held to be invalid or Canada. Notwithstanding the foregoingunenforceable for any reason, the restrictions set forth in this Section 4.14 remaining undertakings shall not apply to any portfolio company of CD&R Fund, the Purchaser Parties or any Affiliated Fund (or any controlled Affiliate of any such portfolio company), except be valid to the extent CD&R Fundthat they are not affected. 6.4 Each Founder hereby expressly acknowledges and declares that it/he has duly considered the undertakings set out in clauses 6.1 and 6.2, so far as they apply to them, and considers that they are reasonable in the circumstances, and warrants and undertakes to each of the Investors that it/he shall not challenge or query the validity and enforceability of these undertakings. 6.5 Each of the undertakings set out in clauses 6.1 and 6.2 is for the benefit of each Investor separately, and any of the Investors may enforce such undertakings independently regardless of whether the other Shareholders are or intend to enforce such undertakings or have given or intend to give any waiver in relation thereof. 6.6 For the purposes of this clause 6, “Relevant Period” means, in relation to Jitter Bug, the Purchaser Parties period during which it has any direct or indirect interest (legal or beneficial) in the issued share capital of any Affiliated Fund of the Group Companies, and in relation to Xx. Xxxx and Xx. Xxxx, the period during which he/she is a shareholder, Director, employee and/or has any direct or indirect interest (other than their respective portfolio companies legal or controlled Affiliates thereofbeneficial) either directs or causes such portfolio company (or controlled Affiliate) to take an action that would be a breach in the issued share capital of any of the Group Companies. 6.7 For the avoidance of doubt, this clause 6 shall survive termination of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such action; provided that service by one or more representatives of the Purchaser Parties, CD&R Fund or any Affiliated Fund as a director of a portfolio company shall not, on its own, constitute directing or causing such portfolio company (or controlled Affiliate) to take any action that would be a breach of this Section 4.14 if the Purchaser Parties or CD&R Fund had taken such action. Each of CD&R Fund and the Purchaser Parties shall not, and shall cause the Affiliated Funds not to, vote in their capacity as equityholders in favor of, or fail to exercise a contractual veto right over, an action by such portfolio company (or controlled Affiliate) that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such actionAgreement.

Restrictive Covenants. During Seller is engaged in the Standstill business of development, operation, and support of precision dosing software for intravenous medications (the “Business”). a. Seller covenants that, for a period of five (5) years from the date of this Agreement (the “Restricted Period”), each of CD&R Fund and the Purchaser Parties Seller shall not, and shall cause their respective Affiliates and all other investment funds or Persons controlled or managed by not permit any of its controlled subsidiaries to, directly or indirectly, (x) engage in or assist others in engaging, in the general partners Business worldwide (such restricted area, the “Territory”); (y) have an interest in any person or entity that engages directly or indirectly in the Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee, manager, director or consultant; or (z) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of CD&R Fund this Agreement) between Buyer or any of its subsidiaries or affiliates, on the Purchaser Parties one hand, and customers or their respective Affiliated Funds suppliers of Buyer or any of its subsidiaries or affiliates, on the other hand. b. Seller covenants that during the Restricted Period it will not, and shall cause its affiliates not to, directly or indirectly: (a) , in any capacity hire, solicit for employment, employ or attempt to employ or divert otherwise enter into any senior management-level business affiliation with any employee of Buyer; provided, however, that this restriction shall not prohibit (i) soliciting or recruiting for employment or employing or hiring any Group Company as such person from and after the twelve month anniversary of the date hereof; providedsuch person’s employment with Buyer terminated, that or (ii) the Purchaser and its Affiliates may (1) engage in general solicitations of employment (including through search firms) not specifically directed at such employees and (2) solicit solicitation for employment or employ or attempt to employ any and subsequent hiring of such person who is no longer employed by any Group Company at such time; or (b) engage responds to a general solicitation through advertisements in newspapers or participateother media of general circulation advertising employment opportunities, as an owner, investor, partner, member, shareholder or lender, in a business primarily engaged in the distribution of roofing materials, drywall or ceiling tile and related accessories anywhere in the United States or Canada. Notwithstanding the foregoing, the restrictions set forth in this Section 4.14 shall not apply to any portfolio company of CD&R Fund, the Purchaser Parties or any Affiliated Fund (or any controlled Affiliate of any such portfolio company), except to the extent CD&R Fund, the Purchaser Parties or that such advertisements are not aimed specifically at any Affiliated Fund (other than their respective portfolio companies or controlled Affiliates thereof) either directs or causes such portfolio company (or controlled Affiliate) to take an action person. c. Seller acknowledges that would be a breach of this Section 4.14 if CD&R Fund or 8 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the Purchaser Parties had taken such action; provided that service by one or more representatives of the Purchaser Parties, CD&R Fund or any Affiliated Fund as a director event of a portfolio company shall notbreach by Seller of any such obligations, on its ownBuyer shall, constitute directing or causing in addition to any and all other rights and remedies that may be available to it in respect of such portfolio company breach, be entitled to seek equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (or controlled Affiliate) without any requirement to take any action that would be a breach of this Section 4.14 if post bond). d. During the Purchaser Parties or CD&R Fund had taken such action. Each of CD&R Fund and the Purchaser Parties shall Restricted Period, Seller will not, and shall cause the Affiliated Funds its affiliates not to, vote in their capacity as equityholders in favor ofdirectly or indirectly, solicit or entice, or fail attempt to exercise solicit or entice, any clients or customers that Seller knows or has reason to know are clients or customers of Buyer with the intent of diverting their business or services from Buyer. x. Xxxxxx acknowledges that the restrictions contained in this Section 8 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a contractual veto right overmaterial inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. If a court of competent jurisdiction determines that the character, an action by such portfolio company (duration or controlled Affiliate) that would be a breach geographical scope of the provisions of this Section 4.14 8 are unreasonable, it is the intention and the agreement of the Parties that these provisions shall be construed by the court in such a manner as to impose only those restrictions on Seller's conduct that are reasonable in light of the circumstances and as are necessary to assure to Buyer the benefits of this Agreement in such jurisdiction. If, in any judicial proceeding, a court shall refuse to enforce all of the separate covenants of this Section 8 because taken together they are more extensive than necessary to assure to Buyer the intended benefits of this Agreement, it is expressly understood and agreed by the Parties that the provisions hereof, if CD&R Fund eliminated, would permit the remaining separate provisions to be enforced in such proceeding, and shall be deemed eliminated, for the purposes of such proceeding, from this Agreement. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the Purchaser Parties had taken remaining covenants or provisions hereof, and any such actioninvalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.

Restrictive Covenants. During (i) For a period of five (5) years from and after the Standstill Closing Date (the “Restricted Period”), each of CD&R Fund and the Purchaser Parties shall Seller agrees that he, she or it will not, and shall cause their respective Affiliates and all other investment funds or Persons controlled or managed by any of the general partners of CD&R Fund or the Purchaser Parties or their respective Affiliated Funds not to, directly or indirectly: , anywhere in the world, render services, engage or have a financial interest in the Business, other than as such Seller may be employed or retained by Buyer or one of its Affiliates (aincluding Target and the Subsidiaries) solicit for employmentpost-Closing, employ provided however, that a Seller’s ownership of less than five percent (5%) of the outstanding stock of any publicly traded corporation shall not be deemed engagement, solely by reason thereof, in the Business. Each Seller covenants and agrees that during the Restricted Period such Seller shall not, directly or indirectly: (A) solicit, encourage, cause or attempt to employ cause any customer, vendor or divert other third party having business dealings with Target or any senior management-level of its Subsidiaries not to do business with, or to reduce any part of its business, with Target or any of its Subsidiaries, or (B) hire, engage or solicit, or otherwise cause to leave their employment with Target or any of its Subsidiaries, any employee or independent contractor of Target, a Subsidiary, or Buyer (or its Affiliates) who was an employee or independent contractor of Target or any Group Company as of its Subsidiaries at any time during the date hereof; twelve (12) month period immediately prior to the Closing, provided, however, that the Purchaser and its Affiliates may (1) engage in general solicitations of employment by means of newspaper, periodical or trade publication advertisements or through the use of an executive search firm not directed at employees of Buyer or its Affiliates (including through search firmsTarget and its Subsidiaries) shall not specifically directed at such employees and (2) solicit for employment or employ or attempt to employ any person who is no longer employed by any Group Company at such time; orconstitute a violation of this provision. (bii) engage or participate, as an owner, investor, partner, member, shareholder or lender, in a business primarily engaged in The Parties recognize that the distribution Laws and public policies of roofing materials, drywall or ceiling tile and related accessories anywhere in the various states of the United States or Canada. Notwithstanding and other jurisdictions may differ as to the foregoing, the restrictions validity and enforceability of covenants similar to those set forth in this Section 4.14 6(d). It is the intention of the Parties that the provisions of this Section 6(d) be enforced to the fullest extent permissible under the applicable Laws and policies of each jurisdiction in which enforcement may be sought, and that the unenforceability (or the modification to conform to such Laws or policies) of any provisions of this Section 6(d) shall not render unenforceable, or impair, the remainder of the provisions of this Section 6(d). Accordingly, if any provision of this Section 6(d) shall be judicially determined by a court of competent jurisdiction and venue to be invalid or unenforceable, then such invalidity or unenforceability shall be deemed to apply only with respect to the operation of such provision in the particular jurisdiction in which such determination is made and not with respect to any portfolio company other provision or jurisdiction. The Parties (A) have carefully read and understand all of CD&R Fundthe provisions of this Agreement and have had the opportunity for this Agreement to be reviewed by counsel and (B) acknowledge that the duration, geographical scope and subject matter of this Section 6(d) are reasonable and necessary to protect the Purchaser goodwill, customer relationships, legitimate business interests, trade secrets and confidential information of the Business. (iii) The Parties or acknowledge and agree any Affiliated Fund (or breach of this Section 6(d) would cause irreparable injury, that any controlled Affiliate remedy at law for any breach of any such portfolio company), except to the extent CD&R Fund, the Purchaser Parties or any Affiliated Fund (other than their respective portfolio companies or controlled Affiliates thereofprovisions of this Section 6(d) either directs or causes such portfolio company (or controlled Affiliate) to take an action that would be inadequate, and that, in the event of a breach of this Section 4.14 if CD&R Fund 6(d), Buyer shall, in addition to any other rights or remedies that Buyer may have, be entitled to specific performance and equitable relief, including the Purchaser Parties had taken such action; provided that service by one or more representatives of the Purchaser Parties, CD&R Fund or any Affiliated Fund as a director issuance of a portfolio company shall nottemporary or permanent injunction by a court of competent jurisdiction, on its own, constitute directing or causing such portfolio company (or controlled Affiliate) to take any action that would be without a breach requirement for a posting of this Section 4.14 if the Purchaser Parties or CD&R Fund had taken such action. Each of CD&R Fund and the Purchaser Parties shall not, and shall cause the Affiliated Funds not to, vote in their capacity as equityholders in favor of, or fail to exercise a contractual veto right over, an action by such portfolio company (or controlled Affiliate) that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such actionbond.

Restrictive Covenants. During the Standstill Period, each of CD&R Fund and the Purchaser Parties 14.1 You shall not, and without the prior written consent of Unilever PLC, be or become directly or indirectly engaged or concerned or interested in any other business, trade, profession or occupation or undertake any work for any other person, firm or company whether paid or unpaid during the continuance of your employment. However, nothing in this Clause 14.1 shall cause their respective Affiliates and all prevent you from holding, or otherwise having an interest in, any shares or other securities of any company for investment funds or Persons controlled or managed by purposes only, unless that holding is a significant one in a company that is a material competitor of any member of the general partners of CD&R Fund or Unilever Group. 14.2 Unless you have Unilever PLC’s express prior written agreement (not to be unreasonably withheld), during the Purchaser Parties or their respective Affiliated Funds not to, directly or indirectlyRestricted Period you will not: (a) solicit for employment, employ or attempt to employ or divert in competition with any senior management-level employee of any Group Company as member of the date hereofUnilever Group: (i) be employed by; provided(ii) be engaged by; or (iii) otherwise provide services to, that any Restricted Business which is being carried out or will be carried out within the Purchaser and its Affiliates may (1) engage in general solicitations of employment (including through search firms) not specifically directed at such employees and (2) solicit for employment or employ or attempt to employ any person who is no longer employed by any Group Company at such time; orRestricted Area; (b) engage in competition with any member of the Unilever Group undertake or participatecarry on any Restricted Business which is being carried out or will be carried out within the Restricted Area; (c) (i) be employed by, as an owner(ii) be engaged by, investor, partner, member, shareholder or lender(iii) otherwise provide services to: • a Restricted Customer; • a Potential Customer; or • any other customer or target customer in respect of whom you had material dealings or material management responsibility during the Relevant Period, in each case in connection with any Restricted Business which is being carried out or will be carried out within the Restricted Area; (d) (i) be employed by, (ii) be engaged by, or (iii) otherwise provide services to: • a business primarily engaged Restricted Supplier; • a Potential Supplier; or • any other supplier or target supplier in respect of whom you had material dealings or material management responsibility during the distribution Relevant Period, in each case in connection with any Restricted Business which is carried out or will be carried out within the Restricted Area; (e) either (i) interfere with the supply of roofing materials, drywall goods or ceiling tile and related accessories anywhere in the United States or Canada. Notwithstanding the foregoing, the restrictions set forth in this Section 4.14 shall not apply services to any portfolio company of CD&R Fund, the Purchaser Parties or any Affiliated Fund Unilever PLC (or any controlled Affiliate member of the Unilever Group) in relation to any contract or arrangement that such entity has with: • a Restricted Supplier; or • any other supplier in respect of which you had material dealings or material management responsibility during the Relevant Period, or (ii) induce any such supplier to cease or decline to supply such goods or services in the future, or adversely vary the terms on which they are provided; (f) in competition with any member of the Unilever Group, for the purpose of any Restricted Business deal with or solicit the business of: (i) any Restricted Customer; (ii) any Potential Customer; (iii) any Restricted Supplier; (iv) any Potential Supplier; (v) any other customer or target customer in respect of whom you had material dealings or material management responsibility during the Relevant Period; or (vi) any other supplier or target supplier in respect of whom you had material dealings or material management responsibility during the Relevant Period; and/or (g) offer employment to, or otherwise endeavour to entice away from Unilever PLC or any member of the Unilever Group, any Restricted Employee. 14.3 Each part of Clause 14.2 constitutes a separate and independent restriction (including, for the avoidance of doubt, each separate and independent restriction delineated by Roman numerals or bullet points or otherwise) and does not operate to limit any other obligation owed by you. If any restriction is held to be unenforceable by a court of competent jurisdiction, it is intended and understood by us that the remaining restrictions will still be enforceable. If your place of work changes to a different country such portfolio companythat the covenants contained in this Clause 14 become subject to the laws of that country, the covenants will, if necessary, be modified so that they comply with any such laws and in order that the covenants remain enforceable in that country, provided that no changes will make any of the covenants wider in scope. Unilever PLC may expressly amend the covenants in order to reflect any such changes (and you agree to re-execute any such covenants as necessary in order to give effect to this), except or alternatively the changes may be deemed to be made automatically. 14.4 The definitions used in this clause have the extent CD&R Fund, the Purchaser Parties or any Affiliated Fund (other than their respective portfolio companies or controlled Affiliates thereof) either directs or causes such portfolio company (or controlled Affiliate) to take an action that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such action; provided that service by one or more representatives of the Purchaser Parties, CD&R Fund or any Affiliated Fund as a director of a portfolio company shall not, on its own, constitute directing or causing such portfolio company (or controlled Affiliate) to take any action that would be a breach of this Section 4.14 if the Purchaser Parties or CD&R Fund had taken such action. Each of CD&R Fund and the Purchaser Parties shall not, and shall cause the Affiliated Funds not to, vote in their capacity as equityholders in favor of, or fail to exercise a contractual veto right over, an action by such portfolio company (or controlled Affiliate) that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such action.following meanings:

Restrictive Covenants. (a) During the Standstill PeriodTerm and at all times thereafter, each of CD&R Fund and the Purchaser Parties Executive shall not, without the prior written consent of the Company, divulge, disclose or make accessible to any other Person any Confidential Information except (i) to the Company and its Affiliates, or to any authorized (or apparently authorized) agent or representative of any of them, (ii) in connection with performing his duties hereunder, (iii) when required to do so by law or by a court, governmental agency, legislative body, arbitrator or other Person with apparent jurisdiction to order him to divulge, disclose or make accessible such information, (iv) in the course of any Proceeding under Section 11(c) or 14 or (v) in confidence to an attorney or other professional advisor for the purpose of securing professional advice. In the event that the Executive is required to disclose any Confidential Information pursuant to clause (iii) or (iv) of the immediately preceding sentence, he shall (I) promptly give the Company notice that such disclosure is or may be made and (II) cooperate with the Company, at its reasonable request and sole expense, in seeking to protect the confidentiality of the Confidential Information. (b) The Executive shall not, for his own benefit or the benefit of any other Person, without the prior written consent of the Company and other than in connection with his services hereunder: (i) during the Term, and in the event of any termination of the Executive’s employment hereunder, for the remainder of the then-scheduled Term, provided that such period shall be no less than twelve (12) months and shall cause their respective Affiliates and all other investment funds not exceed eighteen (18) months (such period, the “Restricted Period”), perform material services for, or Persons controlled otherwise have material involvement with (whether as an officer, director, partner, consultant, security holder, owner, employee, independent contractor or managed by otherwise), any of the general partners of CD&R Fund or the Purchaser Parties or their respective Affiliated Funds not to, Person that competes materially (whether directly or indirectly:) with the Company in the Business; provided further that the Executive may in any event (x) own up to a five percent (5%) passive ownership interest in any public or private entity and (y) be employed by, or otherwise have material association with, any business that competes materially with the Company in the Business if his employment or association does not involve competing with the Company in the Business; (aii) solicit for employmentduring the Restricted Period, employ personally solicit, aid in the solicitation of, induce or attempt to employ otherwise encourage (whether directly or divert indirectly) any senior managementindividual who is, at the time of such encouragement, employed as an executive, highly-level compensated employee, or managerial/supervisory employee of any Group Company as of the date hereof; providedCompany, that the Purchaser and its Affiliates may (1) engage in general solicitations of employment (including through search firms) not specifically directed at to cease such employees and (2) solicit for employment or employ or attempt to employ any person who is no longer employed by any Group Company at such timeemployment; or (biii) engage or participateduring the Restricted Period, as an ownerpersonally solicit, investor, partner, member, shareholder or lender, in a business primarily engaged aid in the distribution solicitation of, induce, or otherwise encourage (whether directly or indirectly) any Person that was a customer of roofing materials, drywall the Company at any time during the Term for the purpose of (x) selling services or ceiling tile and related accessories anywhere products to such Person in competition with the Company in the United States Business or Canada. Notwithstanding (y) inducing such Person to cancel, transfer or cease doing Business in whole or in part with the foregoingCompany. (c) The Executive acknowledges and agrees that the Company’s Business and the services it provides are highly competitive, and that the restrictions set forth contained in this Section 4.14 shall 11 are reasonable and necessary to protect the Company’s legitimate business interests. The Executive further acknowledges that any actual or prospective breach may irreparably cause damage to the Company for which money damages may not apply to be adequate. Therefore, in the event of any portfolio company actual or threatened breach by the Executive of CD&R Fundany of the provisions of Section 11(a) or 11(b) above, the Purchaser Parties Company shall be entitled to seek, through arbitration in accordance with Section 14 or from any Affiliated Fund (or any controlled Affiliate of any such portfolio company), except to court with jurisdiction over the extent CD&R Fund, the Purchaser Parties or any Affiliated Fund (other than their respective portfolio companies or controlled Affiliates thereof) either directs or causes such portfolio company (or controlled Affiliate) to take an action that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such action; provided that service by one or more representatives of the Purchaser Parties, CD&R Fund or any Affiliated Fund as a director of a portfolio company shall not, on its own, constitute directing or causing such portfolio company (or controlled Affiliate) to take any action that would be a breach of this Section 4.14 if the Purchaser Parties or CD&R Fund had taken such action. Each of CD&R Fund matter and the Purchaser Parties shall notExecutive, temporary, preliminary and shall cause permanent equitable/injunctive relief restraining the Affiliated Funds not toExecutive from violating such provision and to seek, vote in their capacity as equityholders addition, but solely through arbitration in favor ofaccordance with Section 14, or fail to exercise a contractual veto right overmoney damages, an action by such portfolio company (or controlled Affiliate) that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such actiontogether with any and all other remedies available under applicable law.

Restrictive Covenants. During the Standstill Period, each of CD&R Fund (a) Each Company Shareholder hereby agrees with Parent that such Company Shareholder and the Purchaser Parties its representatives shall not, and that such Company Shareholder shall cause their respective its Affiliates and all other investment funds or Persons controlled or managed by any of the general partners of CD&R Fund or the Purchaser Parties or their respective Affiliated Funds not to, at any time on or after the Closing Date, directly or indirectly: (a) solicit for employment, employ without the prior written consent of Parent, disclose any confidential or attempt proprietary information involving or relating to employ the Company or divert any senior management-level employee of any Group Company as of the date hereofits Subsidiaries, its business, its products or its assets; provided, however, that the Purchaser information subject to the foregoing provisions of this sentence shall not include any information which was or becomes generally available to, or known by, the public (other than as a result of disclosure in violation hereof); and its Affiliates may provided, further, that the provisions of this Section 6.11(a) shall not prohibit any retention of records or disclosure (1i) engage in general solicitations of employment (including through search firms) not specifically directed at such employees and (2) solicit for employment or employ or attempt to employ any person who is no longer employed required by any Group Company at applicable Legal Requirement so long as reasonable prior notice is given of such time; ordisclosure and a reasonable opportunity is afforded to contest the same or (ii) made in connection with the enforcement of any right or remedy relating to this Agreement. (b) engage For a period of three years from and after the Closing Date, none of the Subject Company Shareholders will engage, directly or participate, indirectly (whether as an owneremployee, investordirector, partnerconsultant, memberequity holder or otherwise), shareholder and will cause their Affiliates not to engage, directly or lenderindirectly (whether as an employee, director, consultant, equity holder or otherwise), in a any portion of the business primarily engaged conducted by the Company or any of its Subsidiaries at the Effective Time or any business which the Company or any of its Subsidiaries has taken affirmative steps to implement prior to the Effective Time, in each case, other than on behalf of the Company or its Subsidiaries; provided, however that (i) no owner of less than 5% of the outstanding stock of any publicly-traded corporation shall be deemed to engage solely by reason thereof in the distribution businesses of roofing materials, drywall or ceiling tile such corporation and related accessories anywhere (ii) engaging in non-commercial academic activities shall not be deemed to violate the United States or Canada. Notwithstanding obligations of the foregoingSubject Stockholders under this Section 6.11(b). (c) For a period of three years from and after the Closing Date, the restrictions set forth in this Section 4.14 shall Subject Company Shareholders will not, and will cause their Affiliates not apply to, solicit, induce, or encourage any individuals who are or become employees of the Company and its Subsidiaries or Affiliates, and who receive cash compensation of $100,000 or more per annum from the Company and its Subsidiaries or Affiliates, to any portfolio company of CD&R Fundleave such employment or hire, the Purchaser Parties employ or any Affiliated Fund (or any controlled Affiliate of otherwise engage any such portfolio company), except to individual. (d) If the extent CD&R Fund, the Purchaser Parties final judgment of a court of competent jurisdiction declares that any term or any Affiliated Fund provision of paragraphs (other than their respective portfolio companies b) or controlled Affiliates thereof(c) either directs or causes such portfolio company (or controlled Affiliate) to take an action that would be a breach of this Section 4.14 if CD&R Fund 6.11 is invalid or unenforceable, the Purchaser Parties had taken such action; provided parties hereto agree that service by one the court making the determination of invalidity or more representatives unenforceability shall have the power to reduce the scope, duration, or area of the Purchaser Partiesterm or provision, CD&R Fund to delete specific words or phrases, or to replace any Affiliated Fund as invalid or unenforceable term or provision with a director term or provision that is valid and enforceable and that comes closest to expressing the intention of a portfolio company shall not, on its own, constitute directing the invalid or causing such portfolio company (unenforceable term or controlled Affiliate) to take any action that would be a breach of this Section 4.14 if the Purchaser Parties or CD&R Fund had taken such action. Each of CD&R Fund and the Purchaser Parties shall notprovision, and this Agreement shall cause be enforceable as so modified after the Affiliated Funds not to, vote in their capacity as equityholders in favor of, or fail to exercise a contractual veto right over, an action by such portfolio company (or controlled Affiliate) that would expiration of the time within which the judgment may be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such actionappealed.

Restrictive Covenants. During As an inducement to Buyer to execute and deliver the Standstill Period, each of CD&R Fund Purchase Agreement and the Purchaser Parties shall other Transaction Documents and to consummate the Transactions, and to preserve the goodwill associated with the Business, from and after the Closing Date through the fifth anniversary of the Closing Date, (X) the Seller and each Excluded Subsidiary will not, and shall will cause their its respective Subsidiaries not to, and (Y) each Equityholder will not, and will cause his respective Affiliates (including, for the purposes of this Section 5 only, the Seller, the Excluded Subsidiaries and all other investment funds or their Subsidiaries, for so long as such Excluded Subsidiaries and such Subsidiaries continue to be Affiliates of Seller) (collectively with the Persons controlled or managed by any of included in clause (X), the general partners of CD&R Fund or the Purchaser Parties or their respective Affiliated Funds “Non-Compete Parties” and each, a “Non-Compete Party”) not to, without the prior written consent of Buyer, directly or indirectly: (a) solicit for employmentbe involved in, employ engage in or attempt to employ participate in, whether as employer, employee, consultant, independent contractor, agent or divert advisor of, or partner or owner of stock, equity or other financial interest in, any senior management-level employee Person (including advertising or otherwise endorsing the products or services of, soliciting customers or otherwise serving as an intermediary for, or loaning money or rendering any other form of financial assistance to, any Group Company such Person), business or product or service line that competes with the Business as of the Business is conducted on the date hereof; provided, that hereof or was conducted at any time during the Purchaser and its Affiliates may (1) engage in general solicitations of employment (including through search firms) not specifically directed at such employees and (2) solicit for employment or employ or attempt 24-month period prior to employ any person who is no longer employed by any Group Company at such time; or (b) engage or participate, as an owner, investor, partner, member, shareholder or lender, in a business primarily engaged in the distribution of roofing materials, drywall or ceiling tile and related accessories date hereof anywhere in the United States or Canada. Notwithstanding any other country in which any of Buyer, Buyer’s direct and indirect Subsidiaries (including, from and after the foregoingClosing, the Company) and the respective successors and assigns of each of the foregoing (the “Buyer-Related Parties” and each, a “Buyer-Related Party”) is engaged in business as of the date hereof or has been engaged in business at any time during the 24-month period prior to the date hereof directly or indirectly (including through its dealers, distributors, agents or representatives) (the “Territory”); provided, that a violation of this Section 5(a) will not arise solely as a result of an investment by a Non-Compete Party in shares of stock or other interest of a Person or any of its direct or indirect subsidiaries listed on a national securities exchange or quotation system or traded in the over-the-counter market if such Non-Compete Party does not (i) directly or indirectly hold, beneficially or of record, in the aggregate more than a total of two percent of all such shares of stock or other interest issued and outstanding and (ii) serve as an officer, director, manager, employee, agent, or representative of, or consult to, such Person or any of its direct or indirect subsidiaries; (b) solicit, or attempt to solicit, any Person that is or has been a customer, client, supplier, vendor, distributor, licensor, licensee or any other business relation of any Acquired Company or the Business at any time during the 24-month period prior to the date hereof to purchase from any source other than such Acquired Company or the Business any product or service supplied or provided by any Acquired Company or the Business as of the date hereof or at any time during the 24-month period prior to the date hereof, or to cease doing business with, refuse to do business with or to adversely alter or limit its business relationship with any Acquired Company or the Business; (i) solicit, induce or influence, or attempt to solicit, induce or influence, any employee of, or consultant to, any Acquired Company to either leave his or her employment or engagement, as applicable, or materially and adversely change such employment or engagement with such Acquired Company, other than solicitations through general advertising media not targeted specifically at employees of or consultants to any Acquired Company or (ii) hire any individual who is, or at any time during the 12-month period prior to the date hereof has been, an employee (including those who respond to general solicitations permitted by clause (i) preceding), consultant or worker of any Acquired Company to provide services (as an employee, consultant, worker or otherwise) to any Person other than such Acquired Company; provided, that this clause (ii) will not prohibit the hiring of any Person (x) whose employment with an Acquired Company has been terminated by such Acquired Company at least six months prior to the date of hiring or (y) who has contacted such Non-Compete Party on his or her own initiative, in the case of each of clauses (x) and (y) without any direct or indirect solicitation, inducement or influence by or on the behalf of such Non-Compete Party as described in clause (i) hereof; (d) assist, advise, instruct, aid or encourage any other Person in carrying out, directly or indirectly, any activity that would be prohibited by the provisions of this Section 5 if such activity were carried out by such Non-Compete Party, either directly or indirectly, and in particular such Equityholder agrees that he will not, directly or indirectly, individually or together with any other Person, induce any employee, consultant or worker of a Buyer-Related Party to carry out, directly or indirectly, any such competitive activity; (e) engage in any practice the purpose of which is to evade the provisions of this Section 5; or (f) make (or cause to be made) to any Person any statement that such Non- Compete Party knows to be, or that would reasonably be understood to be, disparaging or derogatory or otherwise negative or false concerning any Buyer-Related Party, or any of its or their respective officers, directors, employees, managers, consultants, partners, direct or indirect equityholders, members, Affiliates, owners or agents (or any of its or their products or services); provided, that this Section 5 will not prohibit (x) the employment or engagement as a consultant of an Equityholder by any Buyer-Related Party following the Closing and any actions taken by such Equityholder solely in the course of fulfilling his duties as an employee or consultant of a Buyer-Related Party or (y) the ownership or operation of the business of the Excluded Subsidiaries, as such business is conducted as of the date hereof (the “Excluded Business”). Recognizing the specialized nature of each of the Business and the business of the Buyer-Related Parties, each Equityholder acknowledges and agrees that the duration, geographic scope and activity restrictions of the covenants set forth in this Section 4.14 shall not apply to any portfolio company of CD&R Fund, the Purchaser Parties or any Affiliated Fund (or any controlled Affiliate of any such portfolio company), except to the extent CD&R Fund, the Purchaser Parties or any Affiliated Fund (other than their respective portfolio companies or controlled Affiliates thereof) either directs or causes such portfolio company (or controlled Affiliate) to take an action that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such action; provided that service by one or more representatives of the Purchaser Parties, CD&R Fund or any Affiliated Fund as a director of a portfolio company shall not, on its own, constitute directing or causing such portfolio company (or controlled Affiliate) to take any action that would be a breach of this Section 4.14 if the Purchaser Parties or CD&R Fund had taken such action. Each of CD&R Fund and the Purchaser Parties shall not, and shall cause the Affiliated Funds not to, vote in their capacity as equityholders in favor of, or fail to exercise a contractual veto right over, an action by such portfolio company (or controlled Affiliate) that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such action5 are reasonable.

Restrictive Covenants. During the Standstill Period, each of CD&R Fund and the Purchaser Parties shall not, and shall cause their respective Affiliates and all other investment funds or Persons controlled or managed by any of the general partners of CD&R Fund or the Purchaser Parties or their respective Affiliated Funds not to, directly or indirectly: (a) solicit for employment, employ or attempt As a material inducement to employ or divert any senior management-level employee of any Group Company as of the date hereof; provided, that the Purchaser and its Affiliates may (1) to enter into this Agreement, the Seller shall not engage in general solicitations for a term of employment (including through search firms) not specifically directed at such employees and two (2) solicit years after the Closing Date in the onshore oil and natural gas contract drilling business (a "Restricted Business") within the States of Oklahoma and Texas; provided that it shall not be a violation of this subsection for employment the Seller or employ any of its Affiliates to: (i) acquire or attempt to employ own less than five percent (5.0%) of any person who class of securities of any entity engaged in a Restricted Business that is no longer employed listed on any securities exchange or otherwise publicly traded; (ii) acquire or own any interest in any entity engaged in a Restricted Business so long as such Restricted Business does not contribute more than ten percent (10%) of the revenues of such entity and the Seller on a pro forma combined basis for twelve month period ending at the time of such acquisition; and (iii) acquire or own any interest in any entity engaged in a Restricted Business that contributes more than ten percent (10%) of the revenues of such entity and the Seller on a pro forma combined basis for the twelve month period ending at the time of such acquisition; provided that within one year following such acquisition, the Seller disposes of such Restricted Business or portions thereof so that such Restricted Business does not then contribute more than ten percent (10%) of the revenues of such entity and the Seller on a combined basis. Any acquisition or investment made by any Group Company the Seller that is permissible under this Section 4.14 at such time; orthe time when made cannot thereafter be the basis of a claim of violation of this Section 4.14. (b) engage or participate, as an owner, investor, partner, member, shareholder or lenderNotwithstanding anything contained herein to the contrary, in the event of a business primarily engaged breach or threatened breach of the covenants contained in the distribution of roofing materialsSection 4.14(a) hereof, drywall or ceiling tile and related accessories anywhere Purchaser may, in the United States or Canada. Notwithstanding the foregoing, the restrictions set forth in this Section 4.14 shall not apply addition to any portfolio company of CD&R Fundother available remedies, be entitled to an injunction enjoining the Purchaser Parties Seller or any Affiliated Fund (person or persons acting for or with the Seller in any controlled Affiliate of capacity whatsoever from violating any such portfolio company), except to the extent CD&R Fund, the Purchaser Parties or any Affiliated Fund (other than their respective portfolio companies or controlled Affiliates thereof) either directs or causes such portfolio company (or controlled Affiliate) to take an action that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such action; provided that service by one or more representatives of the Purchaser Partiesterms herein, CD&R Fund or any Affiliated Fund as a director in accordance with applicable law regarding the award of a portfolio company shall not, on its own, constitute directing or causing such portfolio company (or controlled Affiliate) to take any action that would be a breach of this Section 4.14 if the Purchaser Parties or CD&R Fund had taken such action. Each of CD&R Fund and the Purchaser Parties shall not, and shall cause the Affiliated Funds not to, vote in their capacity as equityholders in favor of, or fail to exercise a contractual veto right over, an action by such portfolio company (or controlled Affiliate) that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such actionequitable remedy.

Restrictive Covenants. During (a) From the Standstill Closing Date until the fouth anniversary of the Closing Date (the “Restricted Period”), each of CD&R Fund and the Purchaser Parties Seller shall not, and the Seller shall not attempt to and shall cause their Seller’s respective Affiliates and all other investment funds or Persons controlled or managed by any of the general partners of CD&R Fund or the Purchaser Parties or their respective Affiliated Funds not to, without the prior written consent of Hi Solutions, directly or indirectly: , on Seller’s behalf or on the behalf of a third party, be employed by, be engaged in or enable others to engage in, or otherwise provide services for, including, but not limited to, as a consultant, independent contractor or in any other capacity, purchase, own or invest in (aother than ownership for investment purposes of less than one percent of a publicly traded company) solicit any company or other entity or organization that engages in, operates or is involved in (i) any business (whether commercial, not for employmentprofit or governmental) competitive with or substantially similar to the business of the Company, employ or attempt (ii) any other business activity that the Company has engaged in during the 12 months prior to employ the date hereof, or divert any senior management-level employee of any Group Company has plans to engage in as of the date hereof; providedhereof (each, that the Purchaser and its Affiliates may (1) engage in general solicitations of employment (including through search firms) not specifically directed at such employees and (2) solicit for employment or employ or attempt to employ any person who is no longer employed by any Group Company at such time; or (b) engage or participatea “Restricted Business”), as an owner, investor, partner, member, shareholder or lender, in a business primarily engaged in the distribution of roofing materials, drywall or ceiling tile and related accessories anywhere in the United States or Canadaany other jurisdiction in which the Company engages in, or has notified Seller at or prior to the Closing that it intends to engage in, in a Restricted Business. Notwithstanding Seller acknowledges and agrees that because this Agreement is entered into for consideration to be received at the Closing, if the Seller violates any of the provisions of this Section 6.9(a), the running of the Restricted Period, as applicable, will be extended by the time during which Seller engages in such violation(s). (b) During the Restricted Period, Seller shall not, without the prior written consent of Hi Solutions, directly or indirectly, on Seller’s behalf or on the behalf of a third party, (i) hire, solicit, persuade or induce to leave, or attempt to do any of the foregoing, any person who is employed by, or performing services as an independent contractor for, Hi Solutions or any of its Subsidiaries includng the Company during the Restricted Period (or who was an employee or independent contractor of Hi Solutions or any of its Subsidiaries including the Company at any time during the nine months preceding the Restricted Period), or (ii) encourage or solicit (or cause to be solicited) any current or prospective client, customer, vendor, business partner, distributor, supplier or other business relationship of Hi Solutions or any of its Subsidiaries including the Company to terminate its relationship with Hi Solutions or any of its Subsidiaries including the Company or otherwise interfere in any way with such relationship; provided, however, that the provisions of this Section 6.9(b) will not be violated (A) by general advertising or solicitation not specifically targeted at any employee or independent contractor, client, customer, vendor, business partner, distributor, supplier or other business relationship of Hi Solutions or any of its Subsidiaries including the Company, (B) by actions taken by any person or entity with which Seller is associated if Seller is not, directly or indirectly, personally involved in such solicitation and has not identified such employee, independent contractor, client, customer, vendor, business partner, distributor, supplier or other business relationship for soliciting, or (C) by Seller’s serving as a reference at any such employee’s request. (c) In the event that the provisions of this Section 6.9 should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by applicable Law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the extent and only to the extent that they are deemed to have the broadest and most comprehensive applicability in all respects permitted by applicable Law. Each covenant in this Section 6.9 and each provision herein 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. Seller specifically acknowledges and agrees that Seller has received adequate consideration in exchange for entering into this covenant, the foregoing restrictions are reasonable and necessary to protect Hi Solutions’ legitimate interests and good will of the Company being transferred to Hi Solutions hereunder, that Hi Solutions would not have entered into this Agreement in the absence of such restrictions, that any violation of such restrictions will result in irreparable injury to Hi Solutions, that the remedy at law for any breach of the foregoing restrictions will be inadequate, and that, in the event of any such breach of this Section 6.9, Hi Solutions, in addition to any other relief available to it, shall be entitled to seek temporary injunctive relief before trial from any court of competent jurisdiction as a matter of course and to seek permanent injunctive relief without the necessity of proving actual damages. Without limiting the generality of the foregoing, the restrictions set forth Restricted Period shall be extended for an additional period equal to any period during which the Seller is in breach of Seller’s obligations under this Section 4.14 shall not apply to any portfolio company of CD&R Fund, the Purchaser Parties or any Affiliated Fund (or any controlled Affiliate of any such portfolio company), except to the extent CD&R Fund, the Purchaser Parties or any Affiliated Fund (other than their respective portfolio companies or controlled Affiliates thereof) either directs or causes such portfolio company (or controlled Affiliate) to take an action that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such action; provided that service by one or more representatives of the Purchaser Parties, CD&R Fund or any Affiliated Fund as a director of a portfolio company shall not, on its own, constitute directing or causing such portfolio company (or controlled Affiliate) to take any action that would be a breach of this Section 4.14 if the Purchaser Parties or CD&R Fund had taken such action. Each of CD&R Fund and the Purchaser Parties shall not, and shall cause the Affiliated Funds not to, vote in their capacity as equityholders in favor of, or fail to exercise a contractual veto right over, an action by such portfolio company (or controlled Affiliate) that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such action6.9.

Restrictive Covenants. During (a) In light of the Standstill Period, each of CD&R Fund special and unique services that will be furnished to the Company by BORNE and the Purchaser Parties shall notConfidential Information that has been and will be disclosed to him during his employment, BORNE agrees that during his employment hereunder, and shall cause their respective Affiliates and all other investment funds or Persons controlled or managed by any for a period of two (2) years thereafter, he will refrain from, without the written consent of the general partners of CD&R Fund or the Purchaser Parties or their respective Affiliated Funds not toCompany, directly or indirectly: (a) solicit for employment, employ or attempt to employ or divert any senior management-level employee of any Group Company whether as of the date hereof; providedprincipal, that the Purchaser and its Affiliates may (1) engage in general solicitations of employment (including through search firms) not specifically directed at such employees and (2) solicit for employment or employ or attempt to employ any person who is no longer employed by any Group Company at such time; or (b) engage or participateagent, as an ownerofficer, investordirector, consultant, employee, partner, member, shareholder stockholder or lenderowner of or in any capacity with any corporation, partnership, business, firm, individual, company or any other entity, (i) carrying on or engaging in, or assisting another to carry on or engage in, in a business primarily the parishes of the State of Louisiana and counties of the other states specified on Attachment A hereto (the “Restricted Areas”) in which the Company or any of its affiliates are then engaged in business, any business, work or activity similar to the distribution business of roofing materials, drywall the Company or ceiling tile its affiliates and related accessories anywhere (ii) soliciting customers of the Company or its affiliates in the United States Restricted Area. BORNE specifically agrees that because of his special expertise and the special and unique services that he will be furnishing to the Company, and because of the Confidential Information that has been acquired by him or Canada. Notwithstanding has been or will be disclosed to him during his employment with the foregoingCompany, the restrictions set forth Restricted Area and above-stated time period, in and during which he will refrain from the activities described above, are reasonable in scope and duration and are necessary to afford the Company just and adequate protection against the irreparable damage which would result to the Company from any activities prohibited by this Section 4.14 shall not apply Section. (b) BORNE agrees that, during the term of his employment and for a period of two (2) years thereafter, he will not, directly or indirectly, solicit for employment, advise or recommend to any portfolio company other person that they solicit for employment, any employee of CD&R Fund, the Purchaser Parties or any Affiliated Fund Company. (or any controlled Affiliate c) It is the desire and intent of any such portfolio company), except to the extent CD&R Fund, parties that the Purchaser Parties or any Affiliated Fund (other than their respective portfolio companies or controlled Affiliates thereof) either directs or causes such portfolio company (or controlled Affiliate) to take an action that would be a breach provisions of this Section 4.14 7 shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if CD&R Fund or the Purchaser Parties had taken such action; provided that service by one or more representatives of the Purchaser Parties, CD&R Fund or any Affiliated Fund as a director of a portfolio company shall not, on its own, constitute directing or causing such portfolio company (or controlled Affiliate) to take any action that would be a breach particular portion of this Section 4.14 if 7 shall be adjudicated to be invalid or unenforceable, this Section 7 shall be deemed amended to delete therefrom the Purchaser Parties portion thus adjudicated to be invalid or CD&R Fund had taken unenforceable, such action. Each of CD&R Fund and deletion to apply only with respect to the Purchaser Parties shall not, and shall cause the Affiliated Funds not to, vote in their capacity as equityholders in favor of, or fail to exercise a contractual veto right over, an action by such portfolio company (or controlled Affiliate) that would be a breach operation of this Section 4.14 if CD&R Fund or in the Purchaser Parties had taken particular jurisdiction in which such actionadjudication is made.

Restrictive Covenants. 8.1 During the Standstill Period, each Executive’s employment with the Company and for a period of CD&R Fund and twenty four (24) months thereafter: (A) the Purchaser Parties Executive shall not, directly for the Executive or any third party, become engaged in any business or activity which is directly in competition with the Company and that also derives more than 5% of its annual revenue from the sale of aftermarket automotive parts and products; provided, however, that this provision shall cause their respective Affiliates and all other investment funds not restrict the Executive from owning or Persons controlled or managed by investing in publicly traded securities after termination of employment.; (B) the Executive shall not solicit any person who was a customer of the general partners Company during the period of CD&R Fund the Executive’s employment hereunder, or solicit potential customers who are or were identified through leads developed during the Purchaser Parties course of employment with the Company, or their respective Affiliated Funds not tootherwise divert or attempt to divert any existing business of the Company; and (C) the Executive shall not, directly for the Executive or any third party, solicit, induce, recruit or cause another person in the employment of the Company to terminate such employee’s employment for the purposes of joining, associating, or becoming employed with any business or activity. 8.2 The Executive agrees that he will not, while employed with the Company or at any time thereafter for any reason, in any fashion, form or manner, either directly or indirectly: (a) solicit for employment, employ divulge, disclose or attempt communicate to employ any person, firm, corporation or divert other business entity, in any senior management-level employee of manner whatsoever, any Group Company as confidential information or trade secrets concerning the business of the date hereof; providedCompany, that including, without limiting the Purchaser and its Affiliates may (1) engage in general solicitations generality of employment (including through search firms) not specifically directed at such employees and (2) solicit for employment or employ or attempt to employ any person who is no longer employed by any Group Company at such time; or (b) engage or participate, as an owner, investor, partner, member, shareholder or lender, in a business primarily engaged in the distribution of roofing materials, drywall or ceiling tile and related accessories anywhere in the United States or Canada. Notwithstanding the foregoing, any customer lists or other customer identifying information, the restrictions set forth in techniques, methods or systems of the Company’s operation or management, any information regarding its financial matters, or any other material information concerning the business of the Company, its manner of operation, its plans or other material data. The provisions of this Section 4.14 8.2 shall not apply to any portfolio company of CD&R Fund, the Purchaser Parties or any Affiliated Fund (or any controlled Affiliate of any such portfolio company), except to the extent CD&R Fund, the Purchaser Parties or any Affiliated Fund (i) information that is public knowledge other than their respective portfolio companies or controlled Affiliates thereof) either directs or causes such portfolio company (or controlled Affiliate) to take an action that would be as a result of disclosure by the Executive in breach of this Section 4.14 if CD&R Fund 8.2; (ii) information disseminated by the Company to third parties in the ordinary course of business and not subject to a confidentiality obligation; (iii) information lawfully received by the Executive from a third party who, based upon inquiry by the Executive, is not bound by a confidential relationship to the Company, or (iv) information disclosed under a requirement of law or as directed by applicable legal authority having jurisdiction over the Executive. 8.3 The Executive agrees that he will not, while employed with the Company or at any time thereafter for any reason, in any fashion, form or manner, either directly or indirectly, disparage or criticize the Company, or otherwise speak of the Company, in any negative or unflattering way to anyone with regard to any matters relating to the Executive’s employment by the Company or the Purchaser Parties had taken such action; provided that service by one business or more representatives employment practices of the Purchaser PartiesCompany. The Company agrees that it will not, CD&R Fund in any fashion, form or manner, either directly or indirectly, disparage or criticize the Executive or otherwise speak of the Executive in any Affiliated Fund negative or unflattering way to anyone with regard to any matters relating to the Executive’s employment with the Company. This Section shall not operate as a director bar to (i) statements reasonably necessary to be made in any judicial, administrative or arbitral proceeding, or (ii) internal communications between and among the employees of the Company with a job-related need to know about this Agreement or matters related to the administration of this Agreement. 8.4 The Executive understands that in the event of a portfolio company violation of any provision of Section 8, the Company shall nothave the right to (i) seek injunctive relief, on its ownin addition to any other existing rights provided in this Agreement or by operation of law, constitute directing without the requirement of posting bond and (ii) stop making any future payments or causing such portfolio company (or controlled Affiliate) to take any action that would be a breach of providing benefits under this Agreement. The remedies provided in this Section 4.14 if 8.4 shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Purchaser Parties or CD&R Fund had taken such action. Each of CD&R Fund Executive and the Purchaser Parties shall notCompany, and shall cause the Affiliated Funds not tobe construed as a limitation upon, vote or as an alternative or in their capacity as equityholders in favor lieu of, any such remedies. If any provisions of Section 8 shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or fail covering too great a geographical area, it shall be in full force and effect as to exercise that period of time or geographical area determined to be reasonable by the court. 8.5 The Executive acknowledges that the provisions of Section 8 shall extend to any business that becomes an affiliate of or successor to the Company or any of its affiliates on account of a contractual veto right over, an action by such portfolio company (Change in Control or controlled Affiliate) that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such actionotherwise.

Restrictive Covenants. During (i) The Seller and each Principal in exchange for the Standstill good and valuable consideration they are receiving from the Contemplated Transactions, the receipt and sufficiency of which is hereby acknowledged, intending to be legal bound and acknowledging the Buyer would not enter into this Agreement or the Contemplated Transactions without this Section 6(h), hereby covenant and agree that, during the period commencing at the Closing and continuing until the fifth (5th) anniversary of the Closing Date (the “Restricted Period”), the Seller and each of CD&R Fund and the Purchaser Parties Principal shall not, not (and shall cause their respective its Affiliates and all other investment funds or Persons controlled or managed by not to) do any of the general partners following, or serve as a partner, joint venturer, director, manager, trustee, officer, employee, independent contractor, agent, lender, investor or equityholder (excluding de minimis holdings in publicly traded companies) of CD&R Fund or any Person that does any of the Purchaser Parties or their respective Affiliated Funds not tofollowing, in each case whether directly or indirectly: (aA) solicit for employmentparticipate or engage in, employ or provide any financial or other assistance to any Person participating or engaging in a Competitive Business anywhere in the world (it being understood, recognized and acknowledged by the Seller that the Business being purchased hereunder is conducted on a global worldwide basis) (the “Restricted Territory”), provided that this clause (A) shall not apply to any Principal serving in any capacity of the Buyer or any of its Affiliates; (B) solicit, contact, or conduct a Competitive Business with (or attempt to employ conduct a Competitive Business with) any Person who is then, or divert any senior management-level employee of any Group Company as was within the twelve (12) months prior thereto, a Customer of the date hereof; provided, that Buyer or the Purchaser and its Affiliates may Business being purchased hereunder; (1C) engage in general solicitations of employment induce or entice (including through search firms) not specifically directed at such employees and (2) solicit for employment or employ or attempt to employ induce or entice) any person distributor, supplier, vendor, or any other Person having a business relationship with the Buyer or the Business being purchased hereunder to terminate or adversely modify its relationship with the Buyer or such Business; (D) solicit, contact, hire, engage, or enter into any other business relationship with (or attempt to do any of the foregoing) any Person who is no longer employed by then, or was within the twelve (12) months prior thereto, a director, manager, officer, employee, independent contractor, or agent of the Buyer or the Business being purchased hereunder, or induce or entice (or attempt to induce or entice) any Group Company at such timePerson to terminate or adversely modify its relationship with the Buyer or such Business, provided that nothing in this clause (D) shall prohibit the publishing of general advertisements not specifically targeted to any directors, managers, officers, employees, independent contractors, or agents of the Buyer or such Business; or (bE) engage make or participateendorse any disparaging, as an ownerderogatory, investoror otherwise negative written or oral communication regarding the Business, partnerany of the Purchased Assets or Assumed Liabilities, memberor the Buyer or its Affiliates or Representatives. (ii) The Restricted Period with respect to Seller and each Principal shall be tolled during (and shall be deemed to be automatically extended by) any period during which Seller is in violation of any provision set forth in clause (i) above. (iii) Seller and each Principal hereby agree that the Business would suffer irreparable damage, shareholder or lenderand money damages would be inadequate, if any provision of clause (i) above were not performed in accordance with its terms and that the Buyer shall be entitled to injunctive relief and specific performance of the terms of clause (i) above, in addition to any other remedy to which it is entitled at law or in equity. Seller and each Principal irrevocably waives any requirement for the securing or posting of any bond in connection with such remedy. Seller and each Principal further agree that the only permitted objection that it may raise in response to any Action for equitable relief is that it contests the existence of a business primarily engaged breach or threatened breach of clause (i) above. (iv) Seller and each Principal hereby agree that all restrictions set forth in clause (i) above, including those relating to the distribution duration of roofing materialsthe Restricted Period and the scope of the Restricted Territory, drywall are necessary and fundamental to the protection of the Buyer and its operation of the Business purchased hereunder, are reasonable and valid, and constitute a material inducement for the Buyer to enter into this Agreement and each Ancillary Agreement and to consummate the Contemplated Transactions. To the extent that any court of competent jurisdiction holds that the duration, scope, or ceiling tile area restrictions set forth in clause (i) above are unreasonable under circumstances then existing, the Parties agree that the maximum duration, scope, or area reasonable under such circumstances shall be substituted for the stated duration, scope, or area and related accessories anywhere in the United States or Canada. Notwithstanding the foregoingthat such court shall be permitted, and this Agreement shall automatically be revised, to modify the restrictions set forth in this Section 4.14 shall not apply clause (i) above to any portfolio company of CD&R Fundcover the maximum period, the Purchaser Parties scope and area permitted by law or any Affiliated Fund (or any controlled Affiliate of any such portfolio company), except to the extent CD&R Fund, the Purchaser Parties or any Affiliated Fund (other than their respective portfolio companies or controlled Affiliates thereof) either directs or causes such portfolio company (or controlled Affiliate) to take an action that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such action; provided that service by one or more representatives of the Purchaser Parties, CD&R Fund or any Affiliated Fund as a director of a portfolio company shall not, on its own, constitute directing or causing such portfolio company (or controlled Affiliate) to take any action that would be a breach of this Section 4.14 if the Purchaser Parties or CD&R Fund had taken such action. Each of CD&R Fund and the Purchaser Parties shall not, and shall cause the Affiliated Funds not to, vote in their capacity as equityholders in favor of, or fail to exercise a contractual veto right over, an action by such portfolio company (or controlled Affiliate) that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such actionequity.

Restrictive Covenants. During Acknowledging that (i) he has intimate --------------------- knowledge of the Standstill Periodbusiness of the Bank which, each if exploited by him, in contravention of CD&R Fund this Agreement, would seriously adversely and irreparably affect the value of the Bank and the Purchaser Parties shall notability of ABC to continue to operate the Bank following the consummation of the merger contemplated by the Merger Agreement; (ii) the provisions of this Section 7 are reasonable and necessary to protect the legitimate interests of ABC; (iii) the provisions of this Section 7 are reasonable and necessary to protect the goodwill of the Bank acquired by ABC when ABC acquired Old Tri-County pursuant to the Merger Agreement; (iv) any violation of this Section 7 will result in irreparable injury to ABC and the Bank and that damages at law would not be reasonable or adequate compensation to ABC and the Bank for a violation of this Section 7; and (v) that in the course of his employment with the Bank, as contemplated by this Agreement, and shall cause their respective Affiliates and all other investment funds or Persons controlled or managed by any as a result of the general partners position of CD&R Fund or trust that he will hold under this Agreement, he will obtain private and confidential information and proprietary data relating to ABC, the Purchaser Parties or their respective Affiliated Funds not toBank and other affiliates of ABC, directly or indirectlyincluding, without limitation, financial information, product information and other data that are valuable assets and property rights of the Bank and ABC and its affiliates (collectively referred to as "Confidential Information"), the Executive hereby agrees as follows: (a) solicit for employmentThe Executive shall not, employ during the Term of this Agreement or attempt to employ any time after the termination of this Agreement, either directly or divert indirectly, disclose or use any senior management-level employee of any Group Company as Confidential Information acquired during his employment with the Bank, unless (i) the Confidential Information has been made public through no action or fault of the date hereof; providedExecutive, or (ii) its disclosure is requested or compelled by applicable law or regulatory agency. The Executive further agrees that after the Purchaser and its Affiliates may (1) engage in general solicitations termination of employment (including through search firms) not specifically directed this Agreement, or at such employees other time as the Bank requests, the Executive will return to the Bank all documents, papers and (2) solicit for employment or employ or attempt to employ any person who is no longer employed by any Group Company at such time; orrecords constituting Confidential Information, and all copies of same in the Executive's possession and control. (b) engage For a period equal to (i) one (1) year after the expiration of the Term or participatethe termination of this Agreement and the Executive's employment hereunder prior to the expiration of the Term pursuant to Section 4(a)(v) or Section 4(a)(vi) hereof; or (ii) the remaining Term and a period of one (1) year after the expiration of the Term upon the termination of this Agreement and the Executive's employment hereunder pursuant to Section 4(a)(iv) hereof, the Executive shall not directly or indirectly provide banking or bank-related services to, or solicit the banking or bank-related business of, any customer of the Bank at the time of such provision of services or solicitation which the Executive served either alone or with others while employed by the Bank in any city, town, borough, township, village or other place in which the Executive performed services for the Bank while employed by it, or assist any actual or potential competitor of the Bank to provide banking or bank-related services to or solicit any such customer's banking or bank-related business in any such place. (c) While the Executive is employed by the Bank and for a period equal to (i) one (1) year after the expiration of the Term or the termination of this Agreement and the Executive's employment hereunder prior to the expiration of the Term pursuant to Section 4(a)(v) or Section 4(a)(vi) hereof; or (ii) the remaining Term and a period of one (1) year after the expiration of the Term upon the termination of this Agreement and the Executive's employment hereunder pursuant to Section 4(a)(iv) hereof, the Executive shall not, directly or indirectly, as an ownerprincipal, investoragent, partneror trustee, memberor through the agency of any corporation, shareholder partnership, trade association, agent or lenderagency, engage in any banking or bank-related business or venture which competes with the business of the Bank as conducted during the Executive's employment by the Bank within a business primarily engaged radius of fifty (50) miles of the Bank's main office. (d) In addition to all other remedies provided at law or in the distribution of roofing materials, drywall or ceiling tile and related accessories anywhere in the United States or Canada. Notwithstanding the foregoingequity, the restrictions set forth Bank may petition and obtain from a court of law or equity both temporary and permanent injunctive relief without the necessity of proving actual damages and without posting bond or other security to prevent a breach by the Executive of any covenant contained in this Section 4.14 shall not apply 7, as well as to any portfolio company an equitable accounting of CD&R Fund, the Purchaser Parties or any Affiliated Fund (or any controlled Affiliate all earnings and profits and other benefits arising out of any such portfolio company), except to the extent CD&R Fund, the Purchaser Parties or any Affiliated Fund (other than their respective portfolio companies or controlled Affiliates thereof) either directs or causes such portfolio company (or controlled Affiliate) to take an action that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such action; provided that service by one or more representatives of the Purchaser Parties, CD&R Fund or any Affiliated Fund as a director of a portfolio company shall not, on its own, constitute directing or causing such portfolio company (or controlled Affiliate) to take any action that would be a breach of this Section 4.14 if the Purchaser Parties or CD&R Fund had taken such action. Each of CD&R Fund and the Purchaser Parties shall not, and shall cause the Affiliated Funds not to, vote in their capacity as equityholders in favor of, or fail to exercise a contractual veto right over, an action by such portfolio company (or controlled Affiliate) that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such actionviolations.

Restrictive Covenants. 15.1 During a period of twenty-four (24) months from the Standstill PeriodClosing Date, the Seller and each of CD&R Fund and the Purchaser Parties Sellers' Ultimate Owners (each a “Restricted Party”) shall not; i. be, and directly or indirectly, engaged, economically interested or otherwise involved (whether as shareholder, investor, director, employee, consultant, partner, agent or otherwise) in any Competing Business. This restriction shall cause their respective Affiliates and all other investment funds not apply to portfolio investments, directly or Persons controlled or managed by any indirectly, in listed securities that do not exceed five (5) per cent in total of the general partners shares and voting rights of CD&R Fund or the Purchaser Parties or their respective Affiliated Funds not listed company; or ii. be entitled to, directly or indirectly: (a) , actively seek to solicit for employment, employ or attempt to employ or divert hire any senior management-level current employee of the Group (or any Group Company as individual who was an employee of the date hereof; providedGroup in the preceding six (6) months) without the prior written consent of the Buyer, or in any way cause or encourage such employees to leave any of the Group Companies. 15.2 If a Restricted Party contemplates to be employed with or become a consultant for or otherwise assist or become involved in any undertaking that will or may constitute a Competing Business in violation of clause 15.1(i) (such business the “New Business”), the relevant Restricted Party (such Person the “Notifying Person”) shall be entitled to provide a notice to the Buyer requesting the Buyer to consider whether the New Business will in the Buyer’s view, if undertaken by the Notifying Person, constitute a Competing Business. The Buyer must no later than fifteen (15) Business Days after having received notice from the Notifying Person provide its consent to or reject that the Purchaser Notifying Person undertakes the New Business. Any consent provided shall be binding and its Affiliates may irrevocable on the Buyer. 15.3 If a Restricted Party does not comply with clause 15.1, the Buyer shall as soon as reasonably practicable send a written notice thereof to such Restricted Party who shall remedy the non-compliance no later than ten (110) engage Business Days after the receipt of the notice. 15.4 In case of any non-compliance with clause 15.1, the Buyer will in general solicitations of employment addition to remedies under Danish law be entitled to seek an injunction (including through search firmsin Danish “fogedforbud”) not specifically directed at such employees and (2) solicit for employment or employ or attempt to employ any person who is no longer employed by any Group Company at such time; or (b) engage or participate, as an owner, investor, partner, member, shareholder or lender, in a business primarily engaged in before the distribution of roofing materials, drywall or ceiling tile and related accessories ordinary courts anywhere in the United States or Canada. Notwithstanding world against the foregoing, the restrictions set forth in this Section 4.14 shall not apply Seller without having to put up any portfolio company of CD&R Fund, the Purchaser Parties or any Affiliated Fund (or any controlled Affiliate of any such portfolio company), except to the extent CD&R Fund, the Purchaser Parties or any Affiliated Fund (other than their respective portfolio companies or controlled Affiliates thereof) either directs or causes such portfolio company (or controlled Affiliate) to take an action that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such action; provided that service by one or more representatives security irrespective of the Purchaser Parties, CD&R Fund or any Affiliated Fund as a director of a portfolio company shall not, on its own, constitute directing or causing such portfolio company (or controlled Affiliate) to take any action that would be a breach of this Section 4.14 if the Purchaser Parties or CD&R Fund had taken such action. Each of CD&R Fund and the Purchaser Parties shall not, and shall cause the Affiliated Funds not to, vote in their capacity as equityholders in favor of, or fail to exercise a contractual veto right over, an action by such portfolio company (or controlled Affiliate) that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such actionprovision for arbitration.

Restrictive Covenants. During (a) For a period of five (5) years commencing on the Standstill Effective Date (the “Restricted Period”), each of CD&R Fund and the Purchaser Parties Licensor shall not, and shall cause their respective Affiliates and all other investment funds or Persons controlled or managed by not permit any of the general partners of CD&R Fund or the Purchaser Parties or their respective Affiliated Funds not its controlled Affiliates to, directly or indirectly: , (a) solicit for employment, employ or attempt to employ or divert any senior management-level employee of any Group Company as of the date hereof; provided, that the Purchaser and its Affiliates may (1i) engage in general solicitations or directly assist others in engaging in the Restricted Business globally, including through a license or otherwise; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business globally in any capacity, including as a partner, shareholder, or member (it being understood that clauses (i) and (ii) do not prevent Licensor from purchasing and using a wireless system to run XR applications, but do prevent Licensor from developing any such system); or (iii) cause, induce or encourage any material actual or prospective client, customer, supplier or licensor of employment the Wireless Business (including through search firms) not specifically directed at any existing or former client or customer of Licensor or any Subsidiary and any Person that becomes a client or customer of Licensee with respect to the Wireless Business after the Effective Date), or any other Person who has a material business relationship with Licensee with respect to the Wireless Business, to terminate or modify any such employees and (2) solicit for employment actual or employ or attempt to employ any person who is no longer employed by any Group Company at such time; or (b) engage or participate, as an owner, investor, partner, member, shareholder or lenderprospective relationship, in a each case to the extent Licensor has actual knowledge of such actual or prospective business primarily engaged in the distribution of roofing materials, drywall or ceiling tile and related accessories anywhere in the United States or Canadarelationship. Notwithstanding the foregoing, the restrictions set forth in this Section 4.14 shall not apply to any portfolio company of CD&R FundLicensor may own, the Purchaser Parties directly or any Affiliated Fund (or any controlled Affiliate indirectly, solely as an investment, securities of any Person traded on any national securities exchange if Licensor is not a controlling Person of, or a member of a group which controls, such portfolio company)Person and does not, except to the extent CD&R Funddirectly or indirectly, the Purchaser Parties or any Affiliated Fund (other than their respective portfolio companies or controlled Affiliates thereof) either directs or causes such portfolio company (or controlled Affiliate) to take an action that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such action; provided that service by one own 5% or more representatives of any class of securities of such Person. (b) During the Purchaser PartiesRestricted Period, CD&R Fund or any Affiliated Fund as a director of a portfolio company shall not, on its own, constitute directing or causing such portfolio company (or controlled Affiliate) to take any action that would be a breach of this Section 4.14 if the Purchaser Parties or CD&R Fund had taken such action. Each of CD&R Fund and the Purchaser Parties Licensor shall not, and shall cause the Affiliated Funds not permit any of its controlled Affiliates to, vote directly or indirectly, employ, hire, or solicit any person who is offered employment by Licensee or its affiliates pursuant to Schedule C hereto, or encourage any such employee to leave Licensee’s or its affiliates’ employment or hire any such Licensee or affiliate employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in their this Section 6.02(b) shall prevent Licensor or any of its Affiliates from hiring, after 180 days from the date of termination of employment, any employee whose employment with Licensee or its affiliates has been terminated by the employee or by Licensee. Nothing set forth herein shall prohibit Dr. Xxxx Xxxxxx or Xxxxxxx Xxxx from serving on the board of directors, or similar advisory role, of Licensor and each of Dr. Xxxx Xxxxxx and Xxxxxxx Xxxx are permitted to serve in a part-time capacity as equityholders interim CEO and interim CTO, respectively, of Licensor through January 31, 2024 while also serving as full-time employees of Licensee. (c) Licensor acknowledges that a breach or threatened breach of Section 6.01 or this Section 6.02 would give rise to irreparable harm to Licensee, for which monetary damages would not be an adequate remedy, and hereby agrees that in favor ofthe event of a breach or a threatened breach by Licensor of any such obligations, or fail Licensee shall, in addition to exercise any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a contractual veto right overtemporary restraining order, an action by such portfolio company injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (or controlled Affiliatewithout any requirement to post bond). (d) Licensor acknowledges that would be a breach of the restrictions contained in this Section 4.14 if CD&R Fund 6.02 are reasonable and necessary to protect the legitimate interests of Licensee and constitute a material inducement to Licensee to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 6.02 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any jurisdiction, then (without limiting Section 8.04) any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the Purchaser Parties had taken maximum time, geographic, product or service or other limitations permitted by applicable Law. The covenants contained in this Section 6.02 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such actioncovenant 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.

Restrictive Covenants. (a) During the Standstill PeriodTerm and at all times thereafter, each of CD&R Fund and the Purchaser Parties Executive shall not, without the prior written consent of the Company, divulge, disclose or make accessible to any other Person any Confidential Information except (v) to the Company and its Affiliates, or to any authorized (or apparently authorized) agent or representative of any of them, (w) in connection with performing his duties hereunder, (x) when required to do so by law or by a court, governmental agency, legislative body, arbitrator or other Person with apparent jurisdiction to order him to divulge, disclose or make accessible such information, (y) in the course of any Proceeding under Section 11(c) or 14 or (z) in confidence to an attorney or other professional advisor for the purpose of securing professional advice. In the event that the Executive is required to disclose any Confidential Information pursuant to clause (x) or (y) of the immediately preceding sentence, he shall (A) promptly give the Company notice that such disclosure is or may be made and (B) cooperate with the Company, at its reasonable request and sole expense, in seeking to protect the confidentiality of the Confidential Information. (b) The Executive shall not, for his own benefit or the benefit of any other Person, without the prior written consent of the Company and other than in connection with his services hereunder: (i) during the Term, and in the event of any termination of the Executive’s employment hereunder, for the remainder of the then-scheduled Term, provided that such period shall be no less than twelve (12) months and shall cause their respective Affiliates and all other investment funds not exceed eighteen (18) months (such period, the “Restricted Period”), perform material services for, or Persons controlled otherwise have material involvement with (whether as an officer, director, partner, consultant, security holder, owner, employee, independent contractor or managed by otherwise), any of the general partners of CD&R Fund or the Purchaser Parties or their respective Affiliated Funds not to, Person that competes materially (whether directly or indirectly:) with the Company in the Business in the United States; provided further that the Executive may in any event (x) own up to a five percent (5%) passive ownership interest in any public or private entity and (y) be employed by, or otherwise have material association with, any business that competes materially with the Company in the Business if his employment or association does not involve competing with the Company in the Business. (aii) solicit for employmentduring the Restricted Period, employ personally solicit, aid in the solicitation of, induce or attempt to employ otherwise encourage (whether directly or divert indirectly) any senior managementindividual who is, at the time of such encouragement, employed as an executive, highly-level compensated employee, or managerial/supervisory employee of any Group Company as of the date hereof; providedCompany, that the Purchaser and its Affiliates may (1) engage in general solicitations of employment (including through search firms) not specifically directed at to cease such employees and (2) solicit for employment or employ or attempt to employ any person who is no longer employed by any Group Company at such timeemployment; or (iii) during the Restricted Period, personally solicit, aid in the solicitation of, induce, or otherwise encourage (whether directly or indirectly) any Person that was a customer of the Company at any time during the Term for the purpose of (a) selling services or products to such Person in competition with the Company in the Business or (b) engage inducing such Person to cancel, transfer or participatecease doing Business in whole or in part with the Company. (c) The Executive acknowledges and agrees that the Company’s Business and the services it provides are highly competitive, as an owner, investor, partner, member, shareholder or lender, in a business primarily engaged in the distribution of roofing materials, drywall or ceiling tile and related accessories anywhere in the United States or Canada. Notwithstanding the foregoing, that the restrictions set forth contained in this Section 4.14 shall 11 are reasonable and necessary to protect the Company’s legitimate business interests. The Executive further acknowledges that any actual or prospective breach may irreparably cause damage to the Company for which money damages may not apply to be adequate. Therefore, in the event of any portfolio company actual or threatened breach by the Executive of CD&R Fundany of the provisions of Section 11(a) or 11(b) above, the Purchaser Parties Company shall be entitled to seek, through arbitration in accordance with Section 14 or from any Affiliated Fund (or any controlled Affiliate of any such portfolio company), except to court with jurisdiction over the extent CD&R Fund, the Purchaser Parties or any Affiliated Fund (other than their respective portfolio companies or controlled Affiliates thereof) either directs or causes such portfolio company (or controlled Affiliate) to take an action that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such action; provided that service by one or more representatives of the Purchaser Parties, CD&R Fund or any Affiliated Fund as a director of a portfolio company shall not, on its own, constitute directing or causing such portfolio company (or controlled Affiliate) to take any action that would be a breach of this Section 4.14 if the Purchaser Parties or CD&R Fund had taken such action. Each of CD&R Fund matter and the Purchaser Parties shall notExecutive, temporary, preliminary and shall cause permanent equitable/injunctive relief restraining the Affiliated Funds not toExecutive from violating such provision and to seek, vote in their capacity as equityholders addition, but solely through arbitration in favor ofaccordance with Section 14, or fail to exercise a contractual veto right overmoney damages, an action by such portfolio company (or controlled Affiliate) that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such actiontogether with any and all other remedies available under applicable law.

Restrictive Covenants. (a) For a period beginning on the date of this Agreement and ending on the later of (i) the fourth anniversary of this Agreement, and (ii) such time that JG TopCo (and JG and any Permitted Transferees) holds less than a 20% Percentage Share, and (iii) such time that JG no longer provides consulting or similar services to the Company or any of its Subsidiaries (the “Non-Compete Period”), JG will not, and will cause JG TopCo and his other Affiliates (other than the Company and its Subsidiaries) not to, directly or indirectly, engage or participate in, or render management services to (whether as owner, operator, member, shareholder, trustee, manager, consultant, strategic partner, employee or otherwise, with or without compensation) any Person engaged in, the Business (a “Competing Business”). Notwithstanding the foregoing, following the fourth anniversary of this Agreement, subject to JG providing thirty (30) days’ prior written notice to HHC and the Company that JG will terminate the Non-Compete Period, JG shall at the end of such thirty (30) day period no longer be bound by the restrictions in this 8.2(a), subject to Section 6.1(a) of the Company LLC Agreement. For purposes of illustration and not limitation, Competing Business includes ownership of, employment by or management services related to food preparation and service in the setting of any restaurant, hotel or hospitality group in any city in which any Company Group Party is engaged or participates (or management has expressed the intent to engage or participate) in any of the businesses or services referred to in clause (i) of the definition of Business. For the purposes of the foregoing, JG will not be in violation of this 8.2(a) solely by reason of his beneficial ownership, together with that of his Affiliates, of five percent or less of a Competing Business’ voting capital stock if (A) such Competing Business is publicly traded and (B) JG and his Affiliates do not control the operation or management of such Competing Business. (b) During the Standstill Non-Compete Period, each of CD&R Fund JG and the Purchaser Parties shall HHC will not, and will cause their respective Affiliates (other that the Company and its Subsidiaries) not to, directly or indirectly, (i) solicit for employment, recruit or hire (except within the Company and its Subsidiaries), either as an employee or a consultant, any employee or consultant of the Company or any of its Subsidiaries or (ii) otherwise engage or participate in any effort or act to induce any Person to discontinue a relationship with the Company or any of its Subsidiaries; provided, that general advertisements in media not targeted to any such consultants, employees independent contractors or other Persons shall not deemed prohibited solicitations, recruitment or inducement hereunder. (c) Except as disclosed in connection with any action, suit or other proceeding in connection with the rights or obligations of JG or HHC (or their respective Affiliates) under this Agreement, the MIPA or any other action, suit or other proceeding involving the Company or any of its Subsidiaries, JG and HHC shall not and shall cause their respective Affiliates not to (and all will use reasonable best efforts to cause their respective Representatives not to), make or cause to be made or condone the making of any statement, comment or other investment funds communication, written or Persons controlled otherwise, that could constitute disparagement or managed by criticism of, or that could otherwise be considered to be derogatory or detrimental to, or otherwise reflect adversely on, harm the reputation of, or encourage any adverse action against, JG, HHC, the Company and its Subsidiaries or any of their respective Affiliates or Representatives or any of the general partners of CD&R Fund teams, personnel, products or the Purchaser Parties or their respective Affiliated Funds not to, directly or indirectly: (a) solicit for employment, employ or attempt to employ or divert any senior management-level employee of any Group Company as services of the date hereof; provided, that the Purchaser and its Affiliates may (1) engage in general solicitations of employment (including through search firms) not specifically directed at such employees and (2) solicit for employment or employ or attempt to employ any person who is no longer employed by any Group Company at such time; or (b) engage or participate, as an owner, investor, partner, member, shareholder or lender, in a business primarily engaged in the distribution of roofing materials, drywall or ceiling tile and related accessories anywhere in the United States or Canada. Notwithstanding the foregoing, the restrictions set forth in this Section 4.14 shall not apply to any portfolio company of CD&R Fund, the Purchaser Parties or any Affiliated Fund (or any controlled Affiliate of any such portfolio company), except to the extent CD&R Fund, the Purchaser Parties or any Affiliated Fund (other than their respective portfolio companies or controlled Affiliates thereof) either directs or causes such portfolio company (or controlled Affiliate) to take an action that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such action; provided that service by one or more representatives of the Purchaser Parties, CD&R Fund or any Affiliated Fund as a director of a portfolio company shall not, on its own, constitute directing or causing such portfolio company (or controlled Affiliate) to take any action that would be a breach of this Section 4.14 if the Purchaser Parties or CD&R Fund had taken such action. Each of CD&R Fund and the Purchaser Parties shall not, and shall cause the Affiliated Funds not to, vote in their capacity as equityholders in favor of, or fail to exercise a contractual veto right over, an action by such portfolio company (or controlled Affiliate) that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such action.

Restrictive Covenants. During 9.1 Neither Seller nor Gary Xxx (Xxe) Xxllxxxx (xxreinafter "Billxxxx"), by his signature appearing below, shall, except as representatives of and as directed by Buyer, without the Standstill Periodprior written consent of Buyer, each which consent may be withheld for any or no reason, for a period of CD&R Fund and 2 years following the Purchaser Parties shall not, and shall cause their respective Affiliates and all other investment funds or Persons controlled or managed by any of the general partners of CD&R Fund or the Purchaser Parties or their respective Affiliated Funds not toClosing, directly or indirectly: (a) solicit , own, manage, operate, control, be employed by, participate in, render services to, make loans to, or be connected in any manner with the ownership, management, operation, or 13 Agreement for employment, employ or attempt to employ or divert any senior management-level employee Purchase and Sale of Assets Page 13 control of any Group Company as business located anywhere in United States of America, Canada, or Europe, in any business competitive with the Business (which shall be deemed to include all business operations publishing, manufacturing, and/or distributing books, toys or games, or electronic or other parts or components thereof). In the event of any actual or threatened breach of the date hereof; providedprovisions of this Section, Buyer shall be entitled to an injunction restraining the actual or threatened breach. The parties further agree that should there be a violation of the Purchaser and its Affiliates may (1) engage provisions of this Section, the violating party shall be liable to Buyer for, in general solicitations of employment (including through search firms) not specifically directed at such employees and addition to amounts pursuant to other remedies available against that party, two (2) times the greater of the amount of profit earned by the violating party as a result of the violation and the amount of profit which would have been earned by Buyer from the activities causing the violation had Buyer conducted said activities, plus interest on said greater amount from the date of the violating activities until paid, as liquidated damages for only Buyer's loss of potential profits. Said interest shall be calculated at the lesser of: (i) eighteen percent (18%) per annum, and (ii) the highest rate of interest permitted by applicable law. Nothing in this paragraph shall be construed as prohibiting Buyer from pursuing any other available remedies for such breach or threatened breach, including pursuing a recovery for damages. The parties agree that the liquidated provisions set out above do not constitute a penalty, but rather reflect the estimate of the parties as to the actual damages, including loss of profits, Buyer might or is likely to incur in the event of a violation of the restrictions appearing herein. 9.2 Neither Seller nor Billxxxx xxxll at any time, without the prior written consent of Buyer, which consent may be withheld for any or no reason, disclose, in any fashion other than as required in the day to day affairs of Buyer, to any person or entity: (i) the names of customers of Buyer or the Business, or the names of other persons or entities having business dealings with Buyer or the Business, or (ii) any of the business methods or confidential information of Buyer or the Business, including but not limited to its customer lists, prospective customers, customers purchasing habits, customer contact personnel, marketing and servicing techniques, financial matters, sales and marketing systems and methods, marketing development and business expansion plans and projections, personnel training and development programs, customer and supplier relationships, and trade secrets. 9.3 Neither Seller nor Billxxxx xxxll, at any time within two (2) years after the Closing, without the prior written consent of Buyer, which consent may be withheld for any reason or no reason, directly or indirectly induce, encourage or solicit for employment or employ or attempt to employ assist any person who was or is no longer employed by any Group Company at such time; or (b) engage or participate, whether as an owneremployee or as an independent contractor) by the Business during the two years preceding the Closing, investorto leave the employ of the Business. 9.4 of any of them would cause irreparable injury, partner, member, shareholder or lender, in a business primarily engaged in the distribution of roofing materials, drywall or ceiling tile and related accessories anywhere in the United States or Canada. Notwithstanding the foregoing, that the restrictions set forth contained herein are not unreasonably restrictive of any party's ability to earn a living. If the scope of any restriction in this Section 4.14 is too broad to permit enforcement of such restriction to its fullest extent, then such restriction shall not apply to any portfolio company of CD&R Fund, the Purchaser Parties or any Affiliated Fund (or any controlled Affiliate of any such portfolio company), except be enforced to the maximum extent CD&R Fundpermitted by law, and all parties hereto consent and agree that such scope shall be modified judicially or by arbitration in any proceeding brought to enforce such restriction. The parties hereto acknowledge and agree that remedies at law for any breach or violation of the Purchaser Parties or any Affiliated Fund (other than their respective portfolio companies or controlled Affiliates thereof) either directs or causes such portfolio company (or controlled Affiliate) to take an action that would be a breach provisions of this Section 4.14 if CD&R Fund would alone be inadequate, and agree and consent that temporary and permanent injunctive relief may be granted in connection with such violations, without the necessity of proof of actual damage, and such remedies shall be in addition to other remedies and rights the parties may have at law or in equity. The parties agree that no party shall be required to give notice or post any bond in connection with applying for or obtaining any such injunctive relief. 9.5 The parties acknowledge and agree that the Purchaser Parties had taken such action; provided covenants in this Section shall be construed as an agreement independent of any other provision of this Agreement, so that service the existence of any claim or cause of action by one Seller (or more representatives Billxxxx) xxainst Buyer, whether predicated on this Section or otherwise, shall not constitute a defense to the enforcement of this Section. 9.6 The provisions in this Section 9 were specifically bargained for as a material portion of the Purchaser Parties, CD&R Fund or any Affiliated Fund as a director of a portfolio company shall not, on its own, constitute directing or causing such portfolio company (or controlled Affiliate) to take any action that would be a breach of Transaction. The consideration for the restrictions appearing in this Section 4.14 if include, without limitation, the Purchaser Parties or CD&R Fund had taken such action. Each of CD&R Fund financial benefits received by the Corporation and Billxxxx xxxm the Purchaser Parties shall not, and shall cause the Affiliated Funds not to, vote in their capacity as equityholders in favor of, or fail to exercise a contractual veto right over, an action by such portfolio company (or controlled Affiliate) that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such actionsale transaction.

Restrictive Covenants. During (a) Following JAL's ceasing to be employed by BKF for any reason (including, without limitation, any resignation by JAL on the Standstill PeriodResignation Date), each JAL shall be permitted to engage in any business activities (a "New Business"), including without limitation, engaging directly or indirectly (or providing services as an employee, director or consultant to an entity that engages directly or indirectly ) in business activities that are competitive with the business of CD&R Fund BKF or its affiliates and JAL and the Purchaser Parties New Business shall not, and shall cause their respective Affiliates and all other investment funds not be restricted from soliciting or Persons controlled or managed by any of the general partners of CD&R Fund or the Purchaser Parties or their respective Affiliated Funds not otherwise providing services to, directly or indirectlyfrom receiving services from, any clients, customers, employees or agents of BKF and its affiliates; provided that: (ai) JAL shall not be able to solicit for employment, employ or attempt to employ or divert hire any senior management-level employee of any Group Company as of BKF prior to the date hereof; providedwhich is 36 months following the time JAL ceases to be an employee of BKF, except that (x) JAL shall be permitted at any time to solicit and hire those employees of BKF listed on Schedule A (provided that with respect to up to three employees on Schedule A to be identified on such Schedule with an asterisk, such employees may only be hired by JAL after the Purchaser and its Affiliates may earlier of (1A) engage BKF's hiring (as confirmed by BKF in general solicitations writing) of employment (including through search firms) not specifically directed at a replacement for such employees and (2B) January 1, 2006) and (y) JAL shall be permitted at any time to solicit for employment and, on or employ following January 1, 2007, to hire any employee of BKF identified on Schedule B; and (ii) JAL and the New Business shall only be permitted to solicit certain agreed upon clients (or attempt classes of clients) (x) listed on Schedule C hereto or (y) that are otherwise mutually agreed upon from time to employ time by the Board of Directors and JAL that are deemed by JAL and BKF to be highly unlikely to remain with the firm in the event of JAL's departure (the clients in (x) and (y) being collectively referred to as, the "JAL Clients") which shall include, without limitation (a) individual accounts, (b) selected institutional accounts, and (c) participants in the Island Drive and 360 Fund strategies and BKF and JAL shall cooperate to effect an orderly transition of such JAL Clients to the Successor Business if such JAL Clients do not wish to remain with BKF. JAL may not solicit any other person that is a client of BKF at the time he ceases to be an employee of BKF, or any person who that was a client of BKF in the 12 months period preceding the date on which JAL ceased to be an employee (a "BKF Client") for a period of 36 months following the time JAL ceases to be an employee of BKF; provided, however, that this restriction shall only prevent JAL from soliciting BKF Clients with respect to an investment strategy offered by the New Business that is no longer employed similar to the particular long only large cap value strategies provided, or that had been provided, to the BKF Client by BKF (other than any Group Company at such timestrategies being offered to JAL Clients); orprovided further that JAL is permitted to accept new money from any BKF Clients regardless of investment strategy or product involved. (b) engage or participate, as an owner, investor, partner, member, shareholder or lender, in a business primarily engaged in the distribution of roofing materials, drywall or ceiling tile and related accessories anywhere in the United States or Canada. Notwithstanding the foregoing, the restrictions set forth Nothing herein in this Section 4.14 3 shall not apply prevent BKF from seeking to any portfolio company of CD&R Fund, retain either (i) the Purchaser Parties or any Affiliated Fund (or any controlled Affiliate services of any such portfolio company)employee who JAL is permitted to solicit or hire, except or (ii) the business of any client of BKF who JAL is permitted to solicit. Furthermore, nothing herein shall preclude BKF from establishing or utilizing any investment strategy which may be directly or indirectly competitive with any strategy employed by the New Business. (c) BKF acknowledges and agrees that any employee of BKF listed on Schedule B who remains in employment with BKF through December 31, 2006 shall be entitled (unless he or she has entered into a written agreement with BKF which provides otherwise) to receive his or her annual bonus incentive compensation to which he or she would otherwise be entitled for 2006 had he or she remained in employment to the extent CD&R Funddate or dates following December 31, 2006 on which such annual bonus incentive compensation becomes payable. (d) During the Purchaser Parties three-year period commencing upon the date that JAL ceases to be an employee of BKF, if any employee of BKF or any Affiliated Fund (other than their respective portfolio companies its affiliates terminates employment and if, at the time of such termination, JAL is then still subject to a restriction on soliciting or controlled Affiliates thereof) either directs or causes hiring such portfolio company (or controlled Affiliate) to take an action that would be a breach of individual under this Section 4.14 if CD&R Fund 3, JAL may request that BKF waive the restriction on soliciting or hiring such individual and BKF agrees to reasonably consider such request; provided, however, that the Purchaser Parties had taken determination whether to waive such action; provided restriction shall remain within BKF's sole discretion. If any employee described in the immediately preceding sentence terminated employment with BKF or its affiliates at least six months prior to the date on which JAL first makes the request to BKF to solicit or hire such employee, then BKF agrees that service by one or more representatives of the Purchaser Parties, CD&R Fund or any Affiliated Fund as a director of a portfolio company shall not, on its own, constitute directing or causing determination whether to waive such portfolio company (or controlled Affiliate) to take any action that would restriction will not be a breach of this Section 4.14 if the Purchaser Parties or CD&R Fund had taken such action. Each of CD&R Fund and the Purchaser Parties shall not, and shall cause the Affiliated Funds not to, vote in their capacity as equityholders in favor of, or fail to exercise a contractual veto right over, an action by such portfolio company (or controlled Affiliate) that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such actionunreasonably withheld.

Restrictive Covenants. During the Standstill Period, each of CD&R Fund and the Purchaser Parties shall not, and shall cause their respective Affiliates and all other investment funds or Persons controlled or managed by any of the general partners of CD&R Fund or the Purchaser Parties or their respective Affiliated Funds not to, directly or indirectlyExcept as otherwise provided in provided in paragraph 5(d) below: (a) solicit Xxxxxxx shall not, during the term commencing on the date of this Agreement and terminating one year from the date of this Agreement (the "Restricted Period"), anywhere within the United States (the "Restricted Territory"), directly or indirectly (whether as an owner, partner, shareholder, agent, officer, director, employee, independent contractor, consultant, or otherwise): (i) perform services for, or engage in, any business that develops or sells products or services which are competitive with any products or services sold or developed by the Company for employmentwhich Xxxxxxx has provided any assistance in planning, employ development, marketing, training, support, or attempt to employ or divert any senior management-level employee maintenance during the period of any Group Xxxxxxx'x employment with the Company as (the "Products"); (ii) except on behalf of the Company, solicit any person or entity who is, or was at any time during the twelve-month period immediately prior to the date hereofof this Agreement, a customer of the Company for the sale of the Products or any product or service of a type then sold by the Company for which Xxxxxxx provided any direct, material assistance in planning, development, marketing, training, support, or maintenance; provided, that the Purchaser and its Affiliates may or (1) engage in general solicitations of employment (including through search firms) not specifically directed at such employees and (2iii) solicit for employment or employ or attempt to employ any person who is no longer employed by is, or was at any Group Company at such time; ortime during the twelve-month period immediately prior to the date of this Agreement, an employee of any Company, except for Xxxxx Xxxxxxx. (b) engage or participate, as an owner, investor, partner, member, shareholder or lender, The parties acknowledge that the businesses of the Company are and will be national and international in scope and thus the covenants in this Section 5 would be particularly ineffective if the covenants were to be limited to a business primarily engaged in the distribution particular geographic area of roofing materials, drywall or ceiling tile and related accessories anywhere in the United States States. If any court of competent jurisdiction at any time deems the Restricted Period unreasonably lengthy, or Canada. Notwithstanding the foregoingRestricted Territory unreasonably extensive, or any of the restrictions covenants set forth in this Section 4.14 shall 5 not apply to any portfolio company of CD&R Fundfully enforceable, the Purchaser Parties or other provisions of this Section 5, and this Agreement in general, will nevertheless stand and to the full extent consistent with law continue in full force and effect, and it is the intention and desire of the parties that the court treat any Affiliated Fund (or any controlled Affiliate provisions of any such portfolio company), except this Agreement which are not fully enforceable as having been modified to the extent CD&R Funddeemed necessary by the court to render them reasonable and enforceable and that the court enforce them to such extent (for example, that the Purchaser Parties Restricted Period be deemed to be the longest period permissible by law, but not in excess of the length provided for in paragraph 5(a), and the Restricted Territory be deemed to comprise the largest territory permissible by law under the circumstances). (c) Xxxxxxx acknowledges that all records, documents, and tangible embodiments containing or any Affiliated Fund of Proprietary Information prepared by Xxxxxxx or coming into his possession by virtue of his employment by Surge and Superus are and will remain the property of the applicable Company. Accordingly, Xxxxxxx shall immediately return to Surge all such items in his possession and all copies of such items. (other than their respective portfolio companies or controlled Affiliates thereofd) either directs or causes such portfolio company (or controlled Affiliate) to take an action that would be a breach The provisions of this Section 4.14 if CD&R Fund or 5 shall no longer be applicable with respect to MailEncrypt (to the Purchaser Parties had taken extent subsequently waived by MailEncrypt) in the event that Surge disposes of its current equity interest in MailEncrypt and such action; provided that service current equity interest is, in part, acquired by one or more representatives of the Purchaser Parties, CD&R Fund or any Affiliated Fund as a director of a portfolio company shall not, on its own, constitute directing or causing such portfolio company (or controlled Affiliate) to take any action that would be a breach of this Section 4.14 if the Purchaser Parties or CD&R Fund had taken such action. Each of CD&R Fund and the Purchaser Parties shall not, and shall cause the Affiliated Funds not to, vote in their capacity as equityholders in favor of, or fail to exercise a contractual veto right over, an action by such portfolio company (or controlled Affiliate) that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such actionXxxxxxx.

Restrictive Covenants. During (a) Neither HHC nor its Affiliates shall, directly or indirectly by or through any Affiliate or agent, whether as principal, agent, owner, investor, lender, shareholder, member, partner, manager, director, officer, employee, consultant, or in any other capacity, during the Standstill applicable Restricted Period, each engage or participate in the Business anywhere in the world. (b) Neither Xxxxxx nor its Affiliates shall, directly or indirectly through any principal, partner, manager, director, officer, contractor or employee thereof acting on behalf of CD&R Fund and or for the Purchaser Parties benefit of Xxxxxx or its Affiliates, during the applicable Restricted Period, engage or participate in the Restricted Business anywhere in the world. (c) Notwithstanding anything to the contrary in Section 7.4(b), nothing in this Agreement shall notpreclude, and shall cause their respective prohibit or restrict Xxxxxx or its Affiliates and all other investment funds from directly or Persons controlled or managed by indirectly engaging, in any manner in any of the general partners following (with each such subpart of CD&R Fund or this Section 7.4(c) having independent significance regardless of any overlap of the Purchaser Parties or their respective Affiliated Funds not tosubject matter thereof): (i) acquiring less than an aggregate of five percent (5%) of any class of stock of a Person engaged, directly or indirectly:, in the Restricted Business if such stock is publicly traded and listed on any stock exchange; (aii) solicit acquiring, merging or combining with, or investing in, any Person or business that engages, directly or indirectly, in the Restricted Business, so long as the gross revenues of such Person or business derived from the Restricted Business for employment, employ the most recent fiscal year ended prior to the date of such acquisition were equal to or attempt to employ or divert any senior management-level employee of any Group Company as less than twenty percent (20%) of the date hereoftotal consolidated gross revenues of such Person or business for such Fiscal Year; provided, that, subject to the requirements of Law, Xxxxxx and its Affiliates shall, as promptly as reasonably practicable following such acquisition, merger, combination or investment, (x) cause such acquired Person or business to cease engaging in the Restricted Business or (y) sign a definitive agreement to divest, and subsequently divest, the relevant portion of such acquired Person or business conducting the Restricted Business to an unaffiliated third party; provided, that with respect to any such acquisition, merger or combination occurring prior to expiration or termination of the Purchaser Alliance Agreement, the requirements set forth in [Section 5.14(b)(i)(B)] of the Alliance Agreement shall apply with respect to any Insurance Policies written by such acquired Person, or in connection with such acquired business, that would be included in the Alliance Business (as defined in the Alliance Agreement); (iii) marketing, producing, selling, underwriting or administering any Insurance Policies other than any policy, binder or contract of insurance of the type comprising the Restricted Business (provided that, for purposes of this Section 7.4(c)(iii), reference to any policy, binder or contract of insurance shall not include reinsurance of any form, other than reinsurance the primary purpose or effect of which is to provide coverage on Insurance Policies of the type marketed, produced, sold, underwritten or administered in connection with the Alliance Business (as defined in the Alliance Agreement)); (iv) marketing, producing, selling, underwriting or administering Insurance Policies in connection with the general marine insurance coverage business as conducted by Xxxxxx American Insurance Company and Xxxxxx Service, Incorporated as of March 9, 2012; (v) underwriting or administering any Insurance Policies that are produced by Xxxxxxx Insurance Agency, LLC, Xxxxxxx Classic Marine Insurance Agency, LLC or any of their Affiliates; (vi) marketing, producing, selling, underwriting or administering reinsurance (or other similar protection offered to insurance or reinsurance companies or other entities in the business of providing primary risk protection), regardless of whether the subject matter of such reinsurance (or other similar protection) relates to the Restricted Business except for reinsurance the primary purpose or effect of which is to provide coverage on Insurance Policies of the type marketed, produced, sold, underwritten or administered in connection with the Alliance Business (as defined in the Alliance Agreement); (vii) developing or selling products that would constitute part of the Restricted Business to the extent Xxxxxx or any of its Affiliates may (1) engage is reasonably required to develop or sell such products in general solicitations of employment (including through search firms) not specifically directed at such employees and (2) solicit for employment or employ or attempt order to employ any person who is no longer employed by any Group Company at such timecomply with requirements under applicable Law; or (bviii) engage entering into and consummating an agreement with any Person with respect to a merger, share exchange or participateother business combination transaction immediately following which the beneficial owners of the voting capital stock of Xxxxxx or such Affiliate immediately prior to the consummation of such transaction do not beneficially own more than fifty percent (50%) of the combined voting power of the outstanding voting capital stock entitled to vote generally in the election of directors (or Persons performing a similar function) of the entity resulting from such transaction. (d) In the event that, during his or her or its Restricted Period, any Member other than PubCo, including the equityholders or Affiliates of any Member other than PubCo (in such case, a “New Business Proponent”), determines that she or he or it would like to pursue an opportunity that otherwise constitutes the Business (in respect of HHC and its equityholders and Affiliates) or the Restricted Business (in respect of Xxxxxx and its Affiliates) (a “New Business Opportunity”), the New Business Proponent shall notify the Board in writing of such intention and provide the Board with sufficient detail regarding the New Business Opportunity for the Board to assess whether the Company and its Subsidiaries would like to pursue such opportunity rather than allowing the New Business Proponent to pursue it. If the Board determines that the Company or one of its Subsidiaries will in good faith pursue the New Business Opportunity and within three (3) years following the date the New Business Opportunity has been presented to the Board takes actions in good faith, subject to commercial limitations, to implement such New Business Opportunity, the New Business Proponent shall not pursue it and the New Business Opportunity shall be deemed to constitute the Business or Restricted Business, as an owner, investor, partner, member, shareholder or lender, in applicable. If a business primarily engaged in majority of the distribution of roofing materials, drywall or ceiling tile Board determine that the Company and related accessories anywhere in its Subsidiaries will not pursue the United States or Canada. Notwithstanding the foregoingNew Business Opportunity, the restrictions set forth in this Section 4.14 New Business Proponent may pursue it and the New Business Opportunity shall be deemed to not apply constitute the Business or Restricted Business, as applicable; provided, however, that the New Business Proponent shall continue to any portfolio company be bound by all of CD&R Fund, the Purchaser Parties his or any Affiliated Fund (her or any controlled Affiliate of any such portfolio company), except its other duties and obligations to the extent CD&R FundCompany and its Subsidiaries, the Purchaser Parties or any Affiliated Fund (other than their respective portfolio companies or controlled Affiliates thereof) either directs or causes such portfolio company (or controlled Affiliate) to take an action that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such action; provided that service by one or more representatives of the Purchaser Parties, CD&R Fund or any Affiliated Fund including all duties as a director of a portfolio company shall notPubCo, on its ownMember, constitute directing officer or causing such portfolio company (or controlled Affiliate) to take any action that would be a breach employee in accordance with the terms of this Section 4.14 if the Purchaser Parties or CD&R Fund had taken such action. Each of CD&R Fund and the Purchaser Parties shall not, and shall cause the Affiliated Funds not to, vote in their capacity as equityholders in favor of, or fail to exercise a contractual veto right over, an action by such portfolio company (or controlled Affiliate) that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such actionAgreement.

Restrictive Covenants. (a) During the Standstill period beginning on the Closing Date and ending on the fifth anniversary thereof (the “Restricted Period”), each of CD&R Fund and the Purchaser Parties Seller agrees that it shall not, and shall cause their respective Affiliates and all other investment funds or Persons controlled or managed by any of the general partners of CD&R Fund or the Purchaser Parties or their respective Affiliated Funds not to, directly or indirectly: (a) solicit for employment, employ or attempt to employ or divert any senior management-level employee of any Group Company as of the date hereof; provided, that the Purchaser and its Affiliates may (1i) engage in general solicitations any Competitive Activity, or directly or indirectly own an equity interest exceeding Five Percent (5%) in any entity that is engaged in any Competitive Activity. As used herein, the term “Competitive Activity” means a business a primary activity of employment which is factoring receivables or providing other receivables factoring related services in the United States. For purposes hereof, “primary activity” shall mean gross revenue for the immediately preceding calendar year in excess of 15% of the total gross revenue of such entity or business for such period. It is acknowledged that Xxx Xxxxx serves on the Board of Director of AloStar Bank and that certain of the Sellers have an ownership interest in and/or provide services to the Xxxxxx Consumer Finance Companies (including through search firms) the “Existing Activities”). For the avoidance of doubt, it is acknowledged and agreed that the continuance by the Sellers of the Existing Activities in their current form shall not specifically directed at such employees constitute a violation of this Section 5.1. Sellers represent and (2) solicit for employment or employ or attempt to employ warrant that the Xxxxxx Consumer Finance Companies are not currently engaged in any person who is no longer employed by any Group Company at such timeCompetitive Activity; or (ii) without Buyer’s prior written consent, employ or engage or offer to employ or engage in any capacity or solicit, interfere with or attempt to divert or entice away from the Company for the purposes of so employing or engaging, any employee of the Company; provided that general solicitations for employment not specifically targeted to such Company employees shall not be prohibited. (b) engage or participate, as an owner, investor, partner, member, shareholder or lender, Each Seller acknowledges and agrees that the Company’s business is national in a business primarily engaged in scope and that the distribution of roofing materials, drywall or ceiling tile time and related accessories anywhere in the United States or Canada. Notwithstanding the foregoing, the restrictions activity limitations set forth in this Section 4.14 shall not apply to any portfolio company 5.1 are reasonable and necessary (both generally and particularly in light of CD&R Fundthe Proposed Transactions provided for in this Agreement) and are properly and fairly required for the protection of Buyer and the Company, the Purchaser Parties or any Affiliated Fund (or any controlled Affiliate of their goodwill and their business and customer relationships. If any such portfolio company)time or activity limitation is determined to be unreasonable by a court or other tribunal, except Buyer and each Seller expressly agree to the extent CD&R Fundreduction of such time or activity limitations to such an area, period or scope of activity as said court or tribunal shall deem reasonable under the Purchaser Parties or any Affiliated Fund (other than their respective portfolio companies or controlled Affiliates thereof) either directs or causes such portfolio company (or controlled Affiliate) to take an action that would be a breach circumstances. Also, if the Company and/or Buyer seeks partial enforcement of this Section 4.14 if CD&R Fund or 5.1 as to only a time and scope of activity which is reasonable, then the Purchaser Parties had taken Company and/or Buyer shall be entitled to such action; provided reasonable partial enforcement. (c) Each Seller hereby acknowledges that service the covenants made by one or more representatives of the Purchaser Parties, CD&R Fund or any Affiliated Fund as a director of a portfolio company shall not, on its own, constitute directing or causing such portfolio company (or controlled Affiliate) to take any action that would be a breach of it in this Section 4.14 if 5.1 are a material inducement to Buyer’s decision to purchase the Purchaser Parties or CD&R Fund had taken such action. Each of CD&R Fund and the Purchaser Parties shall not, and shall cause the Affiliated Funds not to, vote in their capacity as equityholders in favor of, or fail to exercise a contractual veto right over, an action by such portfolio company (or controlled Affiliate) that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such actionPurchased Units.

Restrictive Covenants. During 12.1 The Executive acknowledges that: (i) the Standstill PeriodExecutive performs services of a unique nature for the Company that are irreplaceable, each and that the Executive’s performance of CD&R Fund such services for a Competing Business (as defined below) will result in irreparable harm to the Company; (ii) the Executive will have access to Confidential Information, which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates; (iii) the Company and its affiliates have substantial relationships with their clients, business partners, and investors, and the Purchaser Parties shall notExecutive will have access to these persons and entities; (iv) the Executive will generate goodwill for the Company and its affiliates in the course of the Executive’s employment. Accordingly, during the Executive’s employment hereunder and, in the event that the Executive’s employment is terminated for Cause or voluntarily by the Executive (whether or not for Good Reason), and the Company notified the Executive within ten (10) days of such termination of its intention to continue to pay the Executive 50% of his/her Base Salary during such period (unless the Executive’s employment is terminated by him/her for Good Reason, in which case his/her entitlements under Section 10.5 shall cause their respective Affiliates apply), during Executive’s employment and all other investment funds or Persons controlled or managed by any of the general partners of CD&R Fund or six (6) month period thereafter (the Purchaser Parties or their respective Affiliated Funds not to“Restricted Period”), the Executive agrees that he/she will not, directly or indirectly: , own, manage, operate, control, be employed by (awhether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) solicit or render services to any person, firm, corporation or other entity, in whatever form, engaged in a Competing Business, or with respect to which the Company has spent significant time or resources analyzing for employmentthe purposes of engaging, employ or attempt to employ or divert on the date of termination, in any senior management-level employee of any Group Company as state of the date hereof; provided, that the Purchaser and its Affiliates may (1) engage in general solicitations of employment (including through search firms) not specifically directed at such employees and (2) solicit for employment or employ or attempt to employ any person who is no longer employed by any Group Company at such time; or (b) engage or participate, as an owner, investor, partner, member, shareholder or lenderUnited States, in Europe, or in any country in which the Company conducts business or has made plans and taken significant steps to conduct business (a business primarily engaged in the distribution of roofing materials, drywall or ceiling tile and related accessories anywhere in the United States or Canada“Planned Competing Business”). Notwithstanding the foregoing, nothing herein shall prohibit the Executive from being a passive owner of not more than 2% of the equity securities of a publicly traded corporation engaged in a Competing Business or Planned Competing Business, so long as the Executive has no active participation in the Competing Business or Planned Competing Business of such corporation. For purposes of this Section 12.1, the “Company” shall mean the Company together with its parent companies and its and their direct and indirect subsidiaries, and “Competing Business” shall mean the research, development and/or sale of cancer therapeutics together with drug efficacy prediction technology (e.g. companion diagnostics, predictive biomarkers) for the treatment of cancer, including, without limitation, products or services designed to make such technology available to patients and businesses in the healthcare industry, or any other material business in which the Company is engaged as of the date of the Executive’s termination of employment. For the avoidance of doubt, the provisions of this Section 12.1 will not prohibit the Executive, after termination of his/her employment with the Company, from providing services of any nature to any business engaged in multiple business activities, including activities that would constitute a Competing Business or a Planned Competing Business, as long as the Executive is not himself/herself directly involved in such Competing Business or Planned Competing Business activities, or managing or supervising the conduct of such Competing Business or Planned Competing Business activities. In addition, if the Company or a controlling interest in the Company is acquired by another entity during the term of this Agreement, in such circumstances the restrictions set forth in this Section 4.14 shall 12.1 will not apply be applicable to any portfolio company business activities of CD&R Fund, the Purchaser Parties or any Affiliated Fund acquiring entity (or any controlled Affiliate of any such portfolio company), and/or its affiliates) except to the extent CD&R Fund, the Purchaser Parties that either (i) such business activities would constitute a Competing Business or any Affiliated Fund Planned Competing Business (other than their respective portfolio companies or controlled Affiliates thereof) either directs or causes such portfolio company (or controlled Affiliate) to take an action that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such action; provided that service by one or more representatives reason of the Purchaser Parties, CD&R Fund or any Affiliated Fund as a director of a portfolio company shall not, on its own, constitute directing or causing such portfolio company (or controlled Affiliate) to take any action that would be a breach of this Section 4.14 if the Purchaser Parties or CD&R Fund had taken such action. Each of CD&R Fund and the Purchaser Parties shall not, and shall cause the Affiliated Funds not to, vote in their capacity as equityholders in favor ofacquisition itself), or fail to exercise a contractual veto right over(ii) the Executive after such acquisition is directly involved in the conduct, an action by management or supervision of such portfolio company (or controlled Affiliate) that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such action.business activities. Allarity Employment Agreement_Marie Foegh_Dec. 7, 2021 13

Restrictive Covenants. During the Standstill Period, each of CD&R Fund and the Purchaser Parties shall not, and shall cause their respective Affiliates and all other investment funds or Persons controlled or managed by any of the general partners of CD&R Fund or the Purchaser Parties or their respective Affiliated Funds not to, directly or indirectly: (a) solicit for employment, You covenant and agree that at no time during the eighteen (18) month period immediately following the Resignation Date will you (i) directly or indirectly employ or attempt to employ or divert any senior management-level employee of any Group Company as of the date hereof; provided, that the Purchaser and its Affiliates may (1) engage in general solicitations of employment (including through search firms) not specifically directed at such employees and (2) solicit for employment or employ or attempt seek to employ any person who is or entity employed at that time by the Company or otherwise encourage or entice any such person or entity to leave such employment; (ii) become employed by, enter into a consulting arrangement with or otherwise agree to perform personal services for a Competitor (as defined below); (iii) acquire an ownership interest in a Competitor (excluding an investment which represents 3% or less of the aggregate market value of the outstanding capital stock of a publicly traded Competitor); or (iv) solicit any customers or vendors of the Company on behalf of or for the benefit of a Competitor. You further covenant and agree that at no longer employed time following the Resignation Date will you communicate, furnish, divulge or disclose in any manner to any person or entity confidential business information or trade secrets of the Company, without the prior express written consent of the Company. For purposes of this Section 3, “Competitor” means any entity which engages in the design or distribution to department stores, mass-merchandisers or catalogue vendors of household products which directly compete with those (W) presently sold by the Company or APN Holding Company, Inc., (“APN”) and its subsidiaries or (X) which the Company or APN and its subsidiaries has made definitive plans or taken concrete steps to sell or launch at any Group Company at time during such time; or18 month period. Notwithstanding the above, you shall not be prohibited from working (Y) in the personal care business solely in the United States and Canada and (Z) in the cookware and exercise business in the United States, Canada, or any international location, in each case, provided that you comply with the restrictions contained in this Section 3. (b) engage All copyrights, patents, trade secrets, or participateother intellectual property rights associated with any ideas, concepts, techniques, inventions, processes, or works of authorship developed or created by you during the course of performing work for the Company or its customers (collectively, the “Work Product”) shall belong exclusively to the Company and shall, to the extent possible, be considered a work made by you for hire for the Company within the meaning of the Copyright Act of 1976, as an owneramended (the “Act”). If and to the extent that any such Work Product is found as a matter of law not to be a “work made for hire” within the meaning of the Act, investoryou expressly assign to the Company all right, partnertitle and interest in and to the Work Product, memberand all copies thereof, shareholder or lenderand the copyright, in a business primarily engaged patent, trademark, trade secret and all their proprietary rights in the distribution Work Product, without further consideration, free from any claim, lien for balance due or rights of roofing materialsretention thereto on your part. Upon the request of the Company, drywall you shall take such further actions, including execution and delivery of instruments of conveyance, as may be appropriate to give full and proper effect to such assignment. In the event that the Company is unable, after reasonable effort, to secure your signature on any letters patent, copyright or ceiling tile other analogous protection relating to Work Product, whether because of your physical or mental incapacity or for any other reason whatsoever, you hereby irrevocably designate and related accessories anywhere appoint the Company and its duly authorized officers and agents as your agent and attorney-in-fact, to act for and on your behalf to execute and file any such application or applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent, copyright and other analogous protection with the same legal force and effect as if personally executed by you. (c) All books, records, and accounts relating in any manner to the United States customers of the Company, whether prepared by you or Canadaotherwise coming into your possession, shall be the exclusive property of the Company and shall be returned to the Company after the Resignation Date or on the Company’s request at any time. (d) You acknowledge and confirm that (a) the restrictive covenants contained in this Section 3 are reasonably necessary to protect the legitimate business interests of the Company, and (b) the restrictions contained in this Section 3 (including without limitation the length of the term of the provisions of this Section 3) are not overbroad, overlong, or unfair and are not the result of overreaching, duress or coercion of any kind. Notwithstanding You further acknowledge and confirm that your full, uninhibited and faithful observance of each of the foregoingcovenants contained in this Section 3 will not cause you any undue hardship, financial or otherwise, and that enforcement of each of the covenants contained herein will not impair your ability to obtain employment commensurate with your abilities and on terms fully acceptable to you or otherwise to obtain income required for the comfortable support of you and your family and the satisfaction of the needs of your creditors, partially based on the payments set forth in Section 2(a) above. You acknowledge and confirm that your special knowledge of the business of the Company is such as would cause the Company serious injury or loss if you were to use such ability and knowledge to the benefit of a competitor or were to compete with the Company in violation of the terms of this Section 3. You further acknowledge that the restrictions contained in this Section 3 are intended to be, and shall be, for the benefit of and shall be enforceable by, the restrictions Company. (e) In the event that a court of competent jurisdiction shall determine that any provision of this Section 3 is invalid or more restrictive than permitted under the governing law of such jurisdiction, then only as to enforcement of this Section 3 within the jurisdiction of such court, such provision shall be interpreted and enforced as if it provided for the maximum restriction permitted under such governing law. (f) If you shall be in violation of any provision of this Section 3, then each time limitation set forth in this Section 4.14 3 shall not apply to any portfolio company be extended for a period of CD&R Fund, the Purchaser Parties or any Affiliated Fund (or any controlled Affiliate of any such portfolio company), except time equal to the extent CD&R Fundperiod of time during which such violation or violations occur. If the Company seeks injunctive relief from such violation in any court, then the Purchaser Parties or any Affiliated Fund covenants set forth in this Section 3 shall be extended for a period of time equal to the pendency of such proceeding including all appeals by you. (other than their respective portfolio companies or controlled Affiliates thereofg) either directs or causes such portfolio company (or controlled Affiliate) You acknowledge that the Company relies on the provisions of this Section 3 and that monetary damages will not be an adequate remedy to take an action that would be a breach of this Section 4.14 if CD&R Fund or 3, and that it would be impossible for the Purchaser Parties had taken Company to measure damages in the event of such action; provided a breach. Therefore, you agree that, in addition to other rights that service by one or more representatives of the Purchaser PartiesCompany may have, CD&R Fund or the Company is entitled to an injunction preventing the Executive from doing any Affiliated Fund as a director of a portfolio company shall not, on its own, constitute directing or causing such portfolio company (or controlled Affiliate) to take any action act that would be a in breach of this Section 4.14 if the Purchaser Parties or CD&R Fund had taken such action. Each of CD&R Fund and the Purchaser Parties shall not, and shall cause the Affiliated Funds not to, vote in their capacity as equityholders in favor of, or fail to exercise a contractual veto right over, an action by such portfolio company (or controlled Affiliate) that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such action3.

Restrictive Covenants. 6.1 During the Standstill Periodterm of this Agreement and thereafter, each of CD&R Fund and the Purchaser Parties Employee shall notnot reveal, divulge or make known to any person, firm, corporation or other business organization, and shall cause their respective Affiliates and all other investment funds not directly or Persons controlled indirectly use for his own benefit, or managed for the benefit of anyone else, any secret or confidential information used by any the Company in its business, including, without limitation, (i) pricing information, (ii) the terms of the general partners Company's existing contracts with suppliers, distributors or vendors (iii) any information pertaining to the Company's customers and their requirements and (iv) any other of CD&R Fund or the Purchaser Parties or their respective Affiliated Funds Company's trade secrets, all of which shall be collectively referred to hereafter as the "Confidential Information." 6.2 The Employee agrees that he will not toat any time during the term of this Agreement, without the prior written approval of the Board of Directors of the Company, directly or indirectly: , (ai) solicit for employment, employ or attempt to employ or divert own an interest in any senior management-level employee of any Group Company as business which is competitive with the business of the date hereof; provided, that the Purchaser and its Affiliates may Company or (1ii) engage in general solicitations any business activity which is competitive with the business of employment (including the Company. For the purposes of this Agreement any business which is engaged in Healthcare Communications through search firms) not specifically directed at such employees and (2) solicit for employment or employ or attempt to employ any person who is no longer employed by any Group Company at such time; or (b) engage or participate, as an owner, investor, partner, member, shareholder or lender, in medium will constitute a business primarily engaged in activity competitive with the distribution business of roofing materialsthe Company. Furthermore, drywall the Employee agrees that, during such period, he shall not solicit, directly or ceiling tile and related accessories anywhere in indirectly, or affect to the United States Company's detriment any relationship of the Company with any customer, supplier, vendor, distributor or Canadaemployee of the Company or cause any customer, supplier, distributor or vendor to refrain from entrusting additional business to the Company. Notwithstanding anything to the foregoingcontrary contained herein, the restrictions set forth Employee shall be permitted to acquire up to five percent (5%) of the outstanding securities of any company whose securities are publicly traded, provided that such acquisitions are for investment purposes only. 6.3 In the event that any of the provisions of subsections 6.1 and 6.2 hereof shall be adjudicated to exceed the time, geographic or other limitations permitted by applicable law in any jurisdiction, then such provision shall be deemed reformed in any such jurisdiction to the maximum time, geographic or other limitations permitted by applicable law. 6.4 As used in this Section 4.14 shall not apply to any portfolio company of CD&R Fund6, the Purchaser Parties term "Company" shall mean and include any and all corporations affiliated with the Company, which either now exist or any Affiliated Fund (or any controlled Affiliate of any such portfolio company), except to the extent CD&R Fund, the Purchaser Parties or any Affiliated Fund (other than their respective portfolio companies or controlled Affiliates thereof) either directs or causes such portfolio company (or controlled Affiliate) to take an action that would which may hereafter be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such action; provided that service by one or more representatives of the Purchaser Parties, CD&R Fund or any Affiliated Fund as a director of a portfolio company shall not, on its own, constitute directing or causing such portfolio company (or controlled Affiliate) to take any action that would be a breach of this Section 4.14 if the Purchaser Parties or CD&R Fund had taken such action. Each of CD&R Fund and the Purchaser Parties shall not, and shall cause the Affiliated Funds not to, vote in their capacity as equityholders in favor of, or fail to exercise a contractual veto right over, an action by such portfolio company (or controlled Affiliate) that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such actionorganized.

Restrictive Covenants. During (a) Each of (1) R. Rxxxx Xxxxxx, the Standstill Bluerock Entities, and BRG Manager (collectively, solely for the purpose of this Section 4.08, the “Five-Year Restricted Parties”) covenant that, commencing on the Closing Date and ending on the five-year anniversary of the Closing Date (the “Five-Year Non-Competition Period”), each (2) Bxxx and Rxxxx (together, solely for the purpose of CD&R Fund this Section 4.08, the “Two-Year Restricted Parties”) covenant that, commencing on the Closing Date and ending on the two-year anniversary of the Closing Date (the “Two-Year Non-Competition Period”), and (3) MacDonald (solely for the purpose of this Section 4.08, collectively with the Five-Year Restricted Parties and the Purchaser Parties Two-Year Restricted Parties, the “Restricted Parties”) covenants that, commencing on the Closing Date and ending on the date that is eighteen months after the Closing Date (the “Eighteen-Month Non-Competition Period”) they shall not, and shall not cause their respective Affiliates to, engage directly or indirectly in, in any capacity, or have any direct or indirect ownership interest in, or permit such Restricted Party’s or any such Affiliate’s name to be used in connection with, any business in the United States which is engaged directly in the business of acquiring, owning and all other investment funds operating multi-family rental residential properties (the “Restricted Business”); provided, however, that nothing in this Agreement shall prevent or Persons controlled restrict the Restricted Parties, or managed by any of their respective Affiliates from any of the general partners following: (i) owning equity interests, indebtedness or other securities representing not more than five percent (5%) of CD&R Fund the equity capital of a company that is engaged in the Restricted Business, so long as the Restricted Party is not otherwise associated with the management of such company, including by serving on the board of directors or holding any other similar governing position; (ii) engaging in the Purchaser Parties business and activities as currently conducted by the Bluerock Entities including the management and ownership of Investment Company Act of 1940 funds; or (iii) owning, operating or their respective Affiliated Funds not toleasing, directly or indirectly:, multi-family residential properties acquired as a result of loss mitigation, foreclosure or similar activities in connection with or incidental to investments in mortgage loans, mortgage servicing rights, mortgage-backed securities or other mortgage-related assets. It is recognized that the Restricted Business is expected to be conducted in the United States and that more narrow geographical limitations of any nature on this non-competition covenant (and the non-solicitation covenants set forth in Section 4.08(b)) are therefore not appropriate. (ab) Each Restricted Party covenants that, during the Five-Year Non-Competition Period, the Two-Year Non-Competition Period or the Eighteen-Month Non-Competition Period, as applicable, such Restricted Party shall not, and it shall cause its Affiliates not to, solicit for employment, employ the employment or attempt to employ or divert any senior management-level employee engagement of services of any Group Company person who is, or was during the three-month period immediately prior to such solicitation, employed as an employee, contractor or consultant (other than, for the sake of clarity, any such consultant employed by (i) such Restricted Party or its Affiliates (other than BRG Manager or its Subsidiaries), (ii) the Bluerock Entities, at the time of the date hereof; providedrendering of the consulting services or services under the Administrative Services Agreement) by the REIT or the OP or any of their subsidiaries (including BRG Manager) during such period on a full- or part-time basis. The foregoing shall not prohibit any general solicitation of employees, that the Purchaser and its Affiliates may (1) engage in general solicitations contractors or consultants or public advertising of employment opportunities (including through search firmsthe use of employment agencies) not specifically directed at any such employees and (2) solicit for employees, contractors or consultants, nor shall it prohibit the Contributor or its Affiliates from hiring any such employee, contractor or consultant who seeks employment or employ engagement with the Contributor or attempt its Affiliate on his or her own initiative at any time after three months have elapsed since such individual served as an employee, contractor or consultant otherwise subject to employ this restriction, without any person who is no longer employed prior solicitation by the Contributor or any Group Company at such time; orof its Affiliates. (bc) engage or participate, as an owner, investor, partner, member, shareholder or lender, in a business primarily engaged in the distribution of roofing materials, drywall or ceiling tile and related accessories anywhere in the United States or Canada. Notwithstanding the foregoing, Each Restricted Party acknowledges that the restrictions set forth contained in this Section 4.14 4.08 are reasonable and necessary to protect the legitimate interests of the REIT and the OP and constitute a material inducement to the REIT and the OP to enter into this Agreement and consummate the Transactions. Each Restricted Party acknowledges that any violation of this Section 4.08 may result in irreparable injury to the REIT or the OP and agrees that the REIT or the OP shall not apply be entitled to seek preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of this Section 4.08, which rights shall be cumulative and in addition to any portfolio company of CD&R Fundother rights or remedies to which the REIT and the OP may be entitled. (d) In the event that any covenant contained in this Section 4.08 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed in such jurisdiction to the Purchaser Parties maximum time, geographic, product or any Affiliated Fund (service, or any controlled Affiliate other limitations permitted by applicable Law. The covenants contained in this Section 4.08 and each provision thereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such portfolio company)covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, except and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction. (e) Notwithstanding anything to the extent CD&R Fundcontrary contained in this Agreement, if there is a Change of Control Event, the Purchaser Parties or any Affiliated Fund (other than their respective portfolio companies or controlled Affiliates thereof) either directs or causes such portfolio company (or controlled Affiliate) to take an action that would be a breach provisions of this Section 4.14 if CD&R Fund 4.08 will automatically terminate and have no further force or effect. “Change of Control Event” means (i) solely with respect to the Purchaser Parties had taken such action; provided that service by one or more representatives of the Purchaser Five-Year Restricted Parties, CD&R Fund or any Affiliated Fund as R. Rxxxx Xxxxxx ceasing to be a director of a portfolio company shall notthe REIT for any reason and (ii) with respect to any of the Restricted Parties, on its own, constitute directing (A) the sale of all or causing such portfolio company (substantially all of the assets of the REIT or controlled Affiliate) to take any action that would be a breach of this Section 4.14 if the Purchaser Parties or CD&R Fund had taken such action. Each of CD&R Fund and the Purchaser Parties shall not, and shall cause the Affiliated Funds not to, vote in their capacity as equityholders in favor ofOP, or fail (B) a merger, consolidation, recapitalization or reorganization of the REIT, unless securities representing more than 50% of the total voting power after such merger, consolidation, recapitalization or reorganization are beneficially owned, directly or indirectly, by the Persons who beneficially owned the REIT’s outstanding voting securities immediately prior to exercise a contractual veto right over, an action by such portfolio company (or controlled Affiliate) that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such actiontransaction.

Restrictive Covenants. During the Standstill Period, each of CD&R Fund and the Purchaser Parties shall not, and shall cause their respective Affiliates and all other investment funds or Persons controlled or managed by any of the general partners of CD&R Fund or the Purchaser Parties or their respective Affiliated Funds not to, directly or indirectly: (a) From the date hereof until twelve (12) months after (i) the Closing Date or (ii) the date of termination of this Agreement, whichever is applicable (the “Restricted Period”), Seller agrees that it will not solicit any individual that is an employee of Purchaser who is employed in any Owned Branch or whose place of employment is within the traditional and primary market area of the Branches. Likewise, except as explicitly contemplated hereby with respect to the Transferred Employees, Purchaser agrees that during the Restricted Period, Purchaser will not solicit for employment, employ or attempt to employ or divert employment any senior management-level individual that Purchaser knows is an employee of any Group Company as Seller whose place of employment is within the traditional and primary market area of the Branches. The parties agree, however, that general recruiting advertisements not targeted specifically at the other’s employees shall not be considered a solicitation under this Section 7.11(a). (b) From the date hereofhereof until twenty-four (24) months after (i) the Closing Date or (ii) the date of termination of this Agreement, whichever is applicable, Seller agrees that it will not target and solicit customers of the Branches whose Deposits are being assumed or purchased by Purchaser; provided, however, that the Purchaser and its Affiliates may (1) engage in general solicitations of employment (including through search firms) not specifically directed at such employees and (2) solicit for employment or employ or attempt to employ any person who is no longer employed by any Group Company at such time; or (b) engage or participate, as an owner, investor, partner, member, shareholder or lender, in a business primarily engaged in the distribution of roofing materials, drywall or ceiling tile and related accessories anywhere in the United States or Canada. Notwithstanding the foregoing, the restrictions set forth nothing in this Section 4.14 7.11(b) shall (i) restrict general mass mailings, telemarketing calls, statement stuffers, advertisements or other similar communications whether in print, on radio, television, the Internet, or by other means that are directed to the general public. Seller also agrees that during the Restricted Period 19 Exhibit 2.1 it will not open, either directly or through a subsidiary, a branch banking facility, loan production office or any other facility used or to be used to provide any banking services within a distance of five (5) miles of any Branch; provide, however, that it shall not apply to any portfolio company of CD&R Fund, the Purchaser Parties or any Affiliated Fund (or any controlled Affiliate of any such portfolio company), except to the extent CD&R Fund, the Purchaser Parties or any Affiliated Fund (other than their respective portfolio companies or controlled Affiliates thereof) either directs or causes such portfolio company (or controlled Affiliate) to take an action that would be constitute a breach of this Section 4.14 the foregoing if CD&R Fund or the Purchaser Parties had taken such action; provided that service by one or more representatives Seller, during the Restricted Period, acquires another financial institution that, at the time of the Purchaser Partiesclosing of such transaction, CD&R Fund operates a branch banking facility, loan production office or any Affiliated Fund as other facility used or to be used to provide any banking services within a director distance of a portfolio company shall not, on its own, constitute directing or causing such portfolio company (or controlled Affiliate) to take five miles of any action that would be a breach of this Section 4.14 if the Purchaser Parties or CD&R Fund had taken such action. Each of CD&R Fund and the Purchaser Parties shall not, and shall cause the Affiliated Funds not to, vote in their capacity as equityholders in favor of, or fail to exercise a contractual veto right over, an action by such portfolio company (or controlled Affiliate) that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such actionBranch.

Restrictive Covenants. During the Standstill Period, each of CD&R Fund 9.1 Seller and the Purchaser Parties Gicks shall not, except as representatives of and shall cause their respective Affiliates and all other investment funds as directed by Buyer, without the prior written consent of Buyer, which consent may be withheld for any or Persons controlled or managed by any no reason, for a period of 2 years following the general partners of CD&R Fund or the Purchaser Parties or their respective Affiliated Funds not toClosing, directly or indirectly: (a) solicit for employment, employ own, manage, operate, control, be employed by, participate in, render services to, make loans to, or attempt to employ be connected in any manner with the ownership, management, operation, or divert any senior management-level employee control of any Group Company business located anywhere in the world, in any business competitive with the Business (which is defined as being limited to crafts, stationary, toys, and greeting cards). However, if Gicks conceive a new or improved product, and if Buyer fails to exercise its right of first refusal to acquire the idea, as set forth in the Consulting Agreements (Exhibit "A"), Gicks may thereupon market the ideas rejected by Buyer to competitors of Buyer, or Gick xxx enter into direct competition with Buyer in order to exploit the ideas. In the event of any actual or threatened breach of the date hereof; providedprovisions of this Section, Buyer shall be entitled to an injunction restraining the actual or threatened breach. The parties further agree that should there be a violation of the Purchaser and its Affiliates may (1) engage provisions of this Section, the violating party shall be liable to Buyer for, in general solicitations of employment (including through search firms) not specifically directed at such employees and addition to amounts pursuant to other remedies available against that party, two (2) times the greater of the amount of profit earned by the violating party as a result of the violation and the amount of profit which would have been earned by Buyer from the activities causing the violation had Buyer conducted said activities, plus interest on said greater amount calculated at eighteen percent (18%) per annum from the date of the violating activities until paid, as liquidated damages for only Buyer's loss of potential profits. Nothing in this paragraph 9.2 Seller and the Gicks shall not at any time, without the prior written consent of Buyer, which consent may be withheld for any or no reason, disclose, in any fashion other than as required in the day to day affairs of Buyer, to any person or entity: (i) the names of customers of Buyer or the Business, or the names of other persons or entities having business dealings with Buyer or the Business, or (ii) any of the business methods or confidential information of Buyer or the Business, including but not limited to its customer lists, prospective customers, customers purchasing habits, customer contact personnel, marketing and servicing techniques, financial matters, sales and marketing systems and methods, marketing development and business expansion plans and projections, personnel training and development programs, customer and supplier relationships, and trade secrets. 9.3 Seller and the Gicks shall not, at any time within two (2) years after the Closing, without prior written consent of Buyer, which consent may be withheld for any reason or no reason, directly or indirectly induce, encourage or solicit for employment or employ or attempt to employ assist any person who was or is no longer employed by any Group Company at such time; or (b) engage or participate, whether as an owneremployee or as an independent contractor) by the Business during the two years preceding the Closing, investor, partner, member, shareholder or lender, in a business primarily engaged in to leave the distribution employ of roofing materials, drywall or ceiling tile the Business. 9.4 The parties acknowledge and related accessories anywhere in the United States or Canada. Notwithstanding the foregoing, agree that the restrictions set forth contained herein, including but not limited to the time period and geographical area restrictions, are fair and reasonable and necessary for the successful operation of the Business, that violation of any of them would cause irreparable injury, and that the restrictions contained herein are not unreasonably restrictive of any party's ability to earn a living. If the scope of any restrictions in this Section 4.14 is too broad to permit enforcement of such restriction to its fullest extent, then such restriction shall not apply to any portfolio company of CD&R Fund, the Purchaser Parties or any Affiliated Fund (or any controlled Affiliate of any such portfolio company), except be enforced to the maximum extent CD&R Fundpermitted by law, and all parties hereto consent and agree that such scope shall be modified judicially or by arbitration in any proceeding brought to enforce such restriction. The parties hereto acknowledge and agree that remedies at law for any breach or violation of the Purchaser Parties or any Affiliated Fund (other than their respective portfolio companies or controlled Affiliates thereof) either directs or causes such portfolio company (or controlled Affiliate) to take an action that would be a breach provisions of this Section 4.14 if CD&R Fund would alone be inadequate, and agree and consent that temporary and permanent injunctive relief may be granted in connection with such violations, without the necessity of proof of actual damage, and such remedies shall be in addition to other remedies and rights the parties may have at law or in equity. The parties agree that no party shall be required to give notice or post any bond in connection with applying for or obtaining any such injunctive relief. 9.5 The parties acknowledge and agree that the Purchaser Parties had taken such action; provided that service by one or more representatives of the Purchaser Parties, CD&R Fund or any Affiliated Fund as a director of a portfolio company shall not, on its own, constitute directing or causing such portfolio company (or controlled Affiliate) to take any action that would be a breach of covenants in this Section 4.14 if the Purchaser Parties or CD&R Fund had taken such action. Each shall be construed as an agreement independent of CD&R Fund and the Purchaser Parties shall not, and shall cause the Affiliated Funds not to, vote in their capacity as equityholders in favor of, or fail to exercise a contractual veto right over, an action by such portfolio company (or controlled Affiliate) that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such action.any

Restrictive Covenants. During 6.3.1 The Company has agreed to provide benefits under this Agreement in return for the Standstill PeriodExecutive’s acceptance of restrictive covenants set forth in this Section 6.3. The Executive hereby acknowledges that the benefits provided hereunder constitute adequate consideration for Executive’s obligations under this Section 6.3. 6.3.2 Neither the Company nor any Subsidiary shall pay any benefit under this Agreement, each of CD&R Fund and the Purchaser Parties Executive shall notbe obligated to repay any lump sum payment received under this Agreement if, and shall cause their respective Affiliates and all other investment funds or Persons controlled or managed by any without the prior written consent of the general partners of CD&R Fund Company and the affected Subsidiary or the Purchaser Parties or their respective Affiliated Funds not toSubsidiaries, directly or indirectlyExecutive: (a) at any time prior to the ___ anniversary of the Separation from Service of the Executive, either as an individual, on his or her own account, or as an agent, employee, director, shareholder or otherwise, directly or indirectly, (i) solicit for employment, employ or attempt to employ or divert any senior management-level employee solicit the business of any Group customer of the Company, its successors or affiliates, or (ii) solicit, induce or encourage, or attempt to solicit, induce or encourage any customer of the Company or any of its affiliates not to do business with the Company or any of its affiliates. For purposes of this paragraph, such customers and such affiliates shall be limited to those persons or entities which are customers or affiliates as of the date hereof; provided, that immediately preceding the Purchaser and its Affiliates may (1) engage in general solicitations date of employment (including through search firms) not specifically directed at such employees and (2) solicit for employment or employ or attempt to employ any person who is no longer employed by any Group Company at such timethe Executive’s Separation from Service; or (b) engage at any time prior to the ___ anniversary of the Separation from Service of the Executive, directly or participateindirectly solicits, induces or encourages any person who, as of the date immediately preceding the date of the Separation from Service, is an owner, investor, partner, member, shareholder employee of the Company or lender, any of its affiliates to terminate his or her relationship with the Company or any of its affiliates. 6.3.3 Executive represents and warrants that: (a) Executive has read and understands this Agreement; (b) Executive has had an opportunity to consult with legal counsel in a connection herewith; (c) the restraints and agreements herein provided are fair and reasonable; (d) enforcement of the provisions of Section 6.3 will not cause him or her undue hardship; and (e) that the above restrictions are reasonable in scope and duration and are the least restrictive means to protect the Company’s and its Subsidiaries’ legitimate and proprietary business primarily engaged interests and property from irreparable harm. 6.3.4 The Company and the Executive hereby recognize that the restrictive noncompete provisions of Section 6.3.2 have value and that value shall be recognized in the distribution of roofing materials, drywall or ceiling tile and related accessories anywhere in the United States or Canada. Notwithstanding the foregoing, the restrictions set forth in this Section 4.14 shall not apply to any portfolio company of CD&R Fund, the Purchaser Parties or any Affiliated Fund (or any controlled Affiliate of any such portfolio company), except to the extent CD&R Fund, the Purchaser Parties or any Affiliated Fund (other than their respective portfolio companies or controlled Affiliates thereof) either directs or causes such portfolio company (or controlled Affiliate) to take 280G calculations by an action that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such action; provided that service by one or more representatives allocation of the Purchaser Parties, CD&R Fund or any Affiliated Fund as a director of a portfolio company shall not, on its own, constitute directing or causing such portfolio company (or controlled Affiliate) to take any action that would be a breach of this Section 4.14 if termination benefits between the Purchaser Parties or CD&R Fund had taken such action. Each of CD&R Fund noncompete provision and the Purchaser Parties other termination benefits based on the value of the fair market value of the noncompete provisions. The Company shall not, and shall cause make the Affiliated Funds not to, vote in their capacity as equityholders in favor of, or fail determination of the fair value to exercise a contractual veto right over, an action by such portfolio company (or controlled Affiliate) that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such actionassigned.

Restrictive Covenants. During (a) From the Standstill Perioddate hereof until [***], each of CD&R Fund and the Purchaser Parties Company agrees that it shall not, and shall cause their respective its Affiliates and all other investment funds or Persons controlled or managed by any of the general partners of CD&R Fund or the Purchaser Parties or their respective Affiliated Funds not to, directly or indirectly: indirectly (awhether as principal, agent, independent contractor, partner or otherwise), anywhere in the world, develop, manufacture, market, distribute or sell, or otherwise have any financial or other interest in any Person engaged in developing, manufacturing, marketing, distributing or selling, any engineered microbe or product for the diagnosis or treatment of (i) solicit for employment[***] or (ii) [***], employ or attempt in each case except to employ or divert any senior management-level employee of any Group Company as the extent necessary to perform the obligations of the date hereof; provided, that the Purchaser and its Affiliates may (1) engage in general solicitations of employment (including through search firms) not specifically directed at such employees and (2) solicit for employment or employ or attempt to employ any person who is no longer employed by any Group Company at such time; orunder this Agreement. (b) engage or participateEach of the Founders agrees, as an ownerinducement for the Buyer to enter into this Agreement and consummate the Merger, investorwhich each Founder acknowledges will inure to his or her benefit as a securityholder of Parent to not, partnerdirectly or indirectly (whether as principal, memberagent, shareholder independent contractor, partner or lenderotherwise), anywhere in a business primarily the world, develop, manufacture, market, distribute or sell, or otherwise have any direct financial or other interest in any Person engaged in the commercial development, manufacture, marketing, distribution or sale of roofing materialsany engineered microbe or product for the diagnosis or treatment of [***] using any effector for a period from the date hereof until [***]. (c) The Parties agree, drywall or ceiling tile and related accessories anywhere in each of the United States or Canada. Notwithstanding Founders agrees, without reservation that each of the foregoing, the restrictions set forth restraints contained in this Section 4.14 shall 7.13 is necessary for the reasonable and proper protection of the value of the Company, including its goodwill, to be acquired by Buyer in the Merger, that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not apply to prevent any portfolio company Founder from obtaining other suitable employment during the period in which the Founder is bound by these restraints. If the final Judgment of CD&R Fund, the Purchaser Parties a court of competent jurisdiction declares that any term or any Affiliated Fund (or any controlled Affiliate of any such portfolio company), except to the extent CD&R Fund, the Purchaser Parties or any Affiliated Fund (other than their respective portfolio companies or controlled Affiliates thereof) either directs or causes such portfolio company (or controlled Affiliate) to take an action that would be a breach provision of this Section 4.14 if CD&R Fund 7.13 is invalid or unenforceable, the Purchaser Parties had taken such action; provided that service by one or more representatives agree, and each of the Purchaser PartiesFounders agrees that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, CD&R Fund duration, or area of the term or provision, to delete specific words or phrases, or to replace any Affiliated Fund as invalid or unenforceable term or provision with a director term or provision that is valid and enforceable and that comes closest to expressing the intention of a portfolio company shall not, on its own, constitute directing the invalid or causing such portfolio company (unenforceable term or controlled Affiliate) to take any action that would be a breach of this Section 4.14 if the Purchaser Parties or CD&R Fund had taken such action. Each of CD&R Fund and the Purchaser Parties shall notprovision, and this Agreement shall cause be enforceable as so modified after the Affiliated Funds not to, vote in their capacity as equityholders in favor of, or fail to exercise a contractual veto right over, an action by such portfolio company (or controlled Affiliate) that would expiration of the time within which the Judgment may be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such actionappealed.

Restrictive Covenants. (a) During the Standstill period beginning on the Closing Date and ending on the fifth (5th) anniversary of the Closing Date (the “Non-Compete Period”), each Seller covenants and agrees not to, and shall cause its affiliates not to, directly or indirectly anywhere in the world, acquire rights (other than through its own internal development) to any approved or marketed product that has as an indication in the treatment of CD&R Fund metastatic adenocarcinoma of the pancreas or treatment of small cell lung cancer. Notwithstanding the foregoing, products that are being developed or commercialized by Seller prior to the Closing Date shall be excluded from the prohibition of this Section 9.9(a). (b) During the period beginning on the Closing Date and ending on the Purchaser Parties third (3rd) anniversary of the Closing Date (the “Non-Solicit Period”), Seller shall not, and shall cause their respective Affiliates and all other investment funds or Persons controlled or managed by any of the general partners of CD&R Fund or the Purchaser Parties or their respective Affiliated Funds not toits affiliates to not, directly or indirectly: , (ai) solicit for employmentcall-on, employ solicit, encourage, or induce, or attempt to call-on, solicit, encourage, or induce, any New Buyer Employee to leave the employ of, resign from, or divert terminate or reduce its relationship with, Buyer, or (ii) hire or offer to hire, either on a full-time basis or part-time or consulting basis, any senior management-level employee of any Group Company as of the date hereof; New Buyer Employee who then currently is a New Buyer Employee, provided, however, that the Purchaser and its Affiliates may (1) engage in general solicitations of employment (including through search firms) not specifically directed at such employees and (2) solicit for employment or employ or attempt to employ any person who is no longer employed by any Group Company at such time; or (b) engage or participate, as an owner, investor, partner, member, shareholder or lender, in a business primarily engaged in the distribution of roofing materials, drywall or ceiling tile and related accessories anywhere in the United States or Canada. Notwithstanding the foregoing, the restrictions set forth nothing in this Section 4.14 9.9(b) shall not apply restrict Seller or its affiliates from offering employment to or hiring any portfolio company of CD&R Fund, the Purchaser Parties or any Affiliated Fund New Buyer Employee who responds to a generalized solicitation for employment. (or any controlled Affiliate of any such portfolio company), except to the extent CD&R Fund, the Purchaser Parties or any Affiliated Fund (other than their respective portfolio companies or controlled Affiliates thereofc) either directs or causes such portfolio company (or controlled Affiliate) to take an action that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such action; provided that service by one or more representatives of the Purchaser Parties, CD&R Fund or any Affiliated Fund as a director of a portfolio company Seller shall not, on instruct its own, constitute directing or causing such portfolio company (or controlled Affiliate) to take any action that would be a breach of this Section 4.14 if the Purchaser Parties or CD&R Fund had taken such action. Each of CD&R Fund officers and the Purchaser Parties shall notdirectors, and shall cause its affiliates to instruct their officers and directors, not to directly or indirectly through any other Person (whether as an officer, manager, director, employee, partner, consultant, holder of equity or debt investment, lender or in any other manner or capacity), engage in conduct, oral or otherwise, that disparages or damages or would reasonably be expected to disparage or damage any of Buyer, it affiliates or any of their respective current or former officers, managers, directors, employees, partners, consultants, agents, representatives, holders of equity or debt investments, lenders, businesses, activities, operations or reputations. (d) As a material inducement to Buyer’s execution of this Agreement (without such inducement Buyer would not have entered into this Agreement), Seller acknowledges and agrees that the Affiliated Funds not to, vote in their capacity as equityholders in favor of, or fail to exercise a contractual veto right over, an action by such portfolio company (or controlled Affiliate) that would be a breach provisions of this Section 4.14 if CD&R Fund 9.9 are reasonable and necessary to protect the legitimate business interests of Buyer and its acquisition of the Acquired Assets. Seller shall not contest that Buyer’s remedies at law for any breach or threat of breach by Seller or any of its affiliates of the Purchaser Parties had taken provisions of this Section 9.9 will be inadequate, and that Buyer shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of the provisions of this Section 9.9 and to enforce specifically such action.terms and provisions, in addition to any other remedy to which Buyer may be entitled at Law or equity, as well as the costs and attorneys’ fees it incurs in enforcing the provisions contained in this

Restrictive Covenants. During In consideration for the Standstill Periodpayment by Buyer of the Purchase Price, Seller and Shareholders each of CD&R Fund and the Purchaser Parties shall agree that they will not, and shall cause their respective Affiliates and all other investment funds at any time within the three (3) year period immediately following the Closing Date, directly or Persons controlled indirectly engage in, or managed by have any interest in any person, firm, corporation or business (whether as an employee, officer, director, agent, security holder, creditor, consultant or otherwise) that engages in the Business in any of the general partners of CD&R Fund counties or cities in North America where Buyer operates the Purchaser Parties or their respective Affiliated Funds not toBusiness. Furthermore, Seller and Shareholders shall never use, directly or indirectly: , nor allow the name “Lightning Technologies” and any logos therefore, or any reputation, or any of its accreditations to be sold, leased, or used in any way or given to any person or entity in North America, or who conducts business in North America. Until the third anniversary of the Effective Date, neither Seller nor Shareholders will directly or indirectly solicit or offer employment to any Employee (ai) solicit for employmentwho did not become an employee of Buyer, employ (ii) who is then an employee of Buyer, or (iii) who has terminated such employment without the consent of Buyer within 180 days of such solicitation or offer. In addition, neither Seller nor Shareholders will directly or indirectly solicit, directly or indirectly, any client of the Business. Seller and Shareholders shall not, directly or indirectly, influence or attempt to employ or divert influence any senior management-level employee of any Group Company person who is a contracting party with Seller as of the date hereofof this Agreement to terminate or adversely amend any existing written or oral agreement that relates to the Business. If any court of competent jurisdiction shall determine that the restrictions contained in this Section 9.1 shall be void, voidable or unenforceable for any reason, it is the intent of the parties that the restrictions herein contained shall be construed by such court so that the restrictions are limited to conform with prevailing law and to that extent the restrictions shall be enforced. The parties acknowledge and agree that the restrictions contained in this section are a reasonable and necessary protection of the immediate interests of Buyer, and any violation of these restrictions would cause substantial injury to Buyer and that Buyer would not have entered into this Agreement without receiving the additional consideration offered by each of the Seller and Shareholders in binding such Seller and Shareholders to these restrictions. In the event of a breach or a threatened breach by the Shareholders or the Seller or any affiliated entities of these restrictions, Buyer shall be entitled to an injunction restraining each of the Shareholders and the Seller and any affiliated entity from such breach or threatened breach without having to establish monetary damage; provided, however, that the Purchaser and its Affiliates may (1) engage in general solicitations of employment (including through search firms) not specifically directed at such employees and (2) solicit for employment or employ or attempt right to employ any person who is no longer employed by any Group Company at such time; or (b) engage or participate, as an owner, investor, partner, member, shareholder or lender, in a business primarily engaged in the distribution of roofing materials, drywall or ceiling tile and related accessories anywhere in the United States or Canada. Notwithstanding the foregoing, the restrictions set forth in this Section 4.14 injunctive relief shall not apply to be construed as prohibiting Buyer from pursuing any portfolio company of CD&R Fund, the Purchaser Parties other available remedies for such breach or any Affiliated Fund (or any controlled Affiliate of any such portfolio company), except to the extent CD&R Fund, the Purchaser Parties or any Affiliated Fund (other than their respective portfolio companies or controlled Affiliates thereof) either directs or causes such portfolio company (or controlled Affiliate) to take an action that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such action; provided that service by one or more representatives of the Purchaser Parties, CD&R Fund or any Affiliated Fund as a director of a portfolio company shall not, on its own, constitute directing or causing such portfolio company (or controlled Affiliate) to take any action that would be a breach of this Section 4.14 if the Purchaser Parties or CD&R Fund had taken such action. Each of CD&R Fund and the Purchaser Parties shall not, and shall cause the Affiliated Funds not to, vote in their capacity as equityholders in favor of, or fail to exercise a contractual veto right over, an action by such portfolio company (or controlled Affiliate) that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such actionthreatened breach.

Restrictive Covenants. (a) During the Standstill Periodperiod a Member or a Beneficial Owner or any of their respective Designated Affiliates (each, each a “Restricted Person”) directly or indirectly owns any Units and for a period of CD&R Fund and the Purchaser Parties shall nottwo (2) years thereafter, such Restricted Person shall, and shall cause their respective its Affiliates (which in the case of any member of (x) the WCAS Group shall only include WCAS XIII, L.P. and all other investment funds its portfolio companies and (y) the Walgreens Group shall only include the Walgreens Parent and its controlled Affiliates) not to, except with respect to activities of the Company or Persons controlled or managed by any of the general partners of CD&R Fund or the Purchaser Parties or their respective Affiliated Funds not toits Subsidiaries, directly or indirectly: , whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise engage, or have any interest in any business or Person that engages, anywhere in the United States, in (ai) solicit for employmentthe development or management of a Person’s specialty pharmacy business and/or (ii) any business that is competitive with the Business of the Company or any its Subsidiaries as such Business was (1) conducted prior to the date hereof or (2) planned, employ and substantial steps were taken by the Company or attempt its Subsidiaries toward conducting such Business, in each case prior to employ or divert any senior management-level employee the date hereof; provided that this Section 12.2(a) shall be deemed not breached as a result of (1) the ownership by a Restricted Person of less than an aggregate of 2% of any Group class of stock of a Person engaged, directly or indirectly, in the Business of the Company or any of its Subsidiaries as of the date hereof; provided, however, that the Purchaser and its Affiliates may (1) engage in general solicitations of employment (including through search firms) not specifically directed at such employees and stock is listed on a national securities exchange, (2) solicit for employment or employ or attempt to employ any person who is no longer employed by any Group Company at such time; or (b) engage or participate, as an owner, investor, partner, member, shareholder or lender, in a business primarily engaged in the distribution case of roofing materialsUMass and its Affiliates, drywall (A) owning and operating hospital licensed pharmacies (retail and non-retail) located on the hospital campus of any UMass Affiliate, but precluding open or ceiling tile and related accessories anywhere closed door specialty pharmacies except as provided in the United States or Canada. Notwithstanding last sentence of this paragraph; (B) owning and operating non-hospital licensed pharmacies that (I) are not specialty pharmacies, (II) are located on site and incorporated into the foregoing, the restrictions set forth in this Section 4.14 shall not apply to any portfolio company of CD&R Fund, the Purchaser Parties or any Affiliated Fund (or any controlled Affiliate clinical operations of any such portfolio company), except UMass Affiliate and (III) exclusively serve patients of the UMass Affiliate; or (C) engaging in the activities listed on Exhibit A to the extent CD&R Fundconsistent with the past practice UMass or such applicable Affiliate prior to the date of this Agreement or (3) in the case of the Walgreens Parent and its controlled Affiliates, (x) any activity that would otherwise be deemed to violate clause (i) above or (y) (A) any business conducted on the Purchaser Parties date of this Agreement by the Walgreens Parent or any Affiliated Fund of its Affiliates or any joint venture arrangement to which the Walgreens Parent or any of its Affiliates is a party or (other than their respective portfolio companies B) any business that is contemplated or controlled being developed or designed on the date of this Agreement by the Walgreens Parent or its Affiliates thereofor any such joint venture arrangement to which the Walgreens Parent is a party or (z) either directs or causes such portfolio company (or controlled Affiliate) to take an action business activity that would be a breach otherwise violate this Section 12.2(a) that is acquired from any Person (an “After-Acquired Business”) or is carried on by any Person that is acquired by or combined with Walgreens or any of its Affiliates in each case after the date of this Agreement (an “After-Acquired Company”); provided, that with respect to clause (z), if the revenues derived from the portion such After-Acquired Business or After-Acquired Company that would otherwise violate this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such action; provided that service by one or more representatives 12.2(a) constitute greater than 35% of the Purchaser Parties, CD&R Fund gross revenues of such After-Acquired Business or any Affiliated Fund as a director of a portfolio company shall not, on its own, constitute directing or causing such portfolio company (or controlled Affiliate) to take any action that would be a breach of this Section 4.14 if After-Acquired Company for the Purchaser Parties or CD&R Fund had taken such action. Each of CD&R Fund and the Purchaser Parties shall not, and shall cause the Affiliated Funds not to, vote in their capacity as equityholders in favor of, or fail to exercise a contractual veto right over, an action by such portfolio company (or controlled Affiliate) that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such action.fiscal year immediately preceding such

Restrictive Covenants. During (a) As further consideration for the Standstill Periodpurchase and sale of the Securities and the other transactions contemplated hereby, each of CD&R Fund Xxxxxxx Partners, Shelter Mortgage Acquisition Corp. (“SMAC”), and WLR SC-Financing Conduit LLC (“WLR”) agrees that, during the period from the Closing until the eighteen (18) month anniversary of the Closing Date, such Seller shall not, and, such Seller shall cause its members, managers, officers, directors and employees not to, on behalf of such Seller, for its own account or on behalf of any other Person, directly or indirectly, own, manage, operate, control, be employed or retained by or render services to (whether as a consultant, independent contractor or otherwise) any Person engaged in the Business, provided (but subject in all cases to Section 11.02) that (i) the activities set forth on Schedule 11.01(a) are exempted from the restrictions contained in this Section 11.01(a), and (ii) nothing herein shall restrict passive ownership of not more than five percent (5%) of the securities of a publicly traded company or serving on the board of directors or similar governing body of a publicly traded company. (b) As further consideration for the purchase and sale of the Securities and the Purchaser Parties other transactions contemplated hereby, each of Xxxxxxx Partners, SMAC, and WLR agrees that, during the period from the Closing until the three (3) year anniversary of the Closing Date (the “Restricted Period”), such Seller shall not, and such Seller shall cause its Restricted Affiliates and its and their respective Affiliates members, managers, officers, directors and all other investment funds or Persons controlled or managed by any of the general partners of CD&R Fund or the Purchaser Parties or their respective Affiliated Funds employees not to, on behalf of such Seller or Restricted Affiliates, for its own account or on behalf of any other Person, directly or indirectly: (ai) solicit for employmentsolicit, employ aid or attempt to employ induce any employee, full-time consultant, representative or divert any senior management-level employee agent of the Company or of any Group Company as of the date hereof; its Subsidiaries to leave such employment or retention or to accept employment with or render services to or with any other Person, or hire or retain any such employee, consultant, representative or agent, or take any action to materially assist or aid any other Person in identifying, hiring or soliciting any such employee, consultant, representative or agent, provided, that the Purchaser and its Affiliates may restrictions contained in this Section 11.01(b)(i) shall not apply to (1but subject in all cases to Section 11.02) engage in (A) general solicitations via newspaper advertisements and other customary employment advertising media not targeted at employees or consultants of the Company or any of its Subsidiaries (or to the hiring or employment of an individual who responds to such a solicitation or advertising), (including through search firmsB) not specifically directed at any such employees and (2) solicit current or former employee or consultant of the Company or any of its Subsidiaries who directly contacts such Seller or such Seller’s respective Restricted Affiliates for employment or employ engagement without any encouragement or attempt to employ enticement by such Seller or such Seller’s respective Restricted Affiliates or (C) the provision of an employment reference; (ii) interfere, or aid or induce any other person who is no longer employed by or entity in interfering, with the relationship between the Company or any Group Company at such timeof its Subsidiaries and any of the Persons set forth on Schedule 11.01(b)(ii) (the “Mortgage Joint Ventures”); or (biii) engage except in the ordinary course of such Seller’s and its Restricted Affiliate’s respective businesses to the extent unrelated to the Business, take any action to solicit, or participatepermit or authorize any solicitation of, any Person who is a customer or client of the Company, or who has a substantially similar relationship with the Company, including Mortgagors or any subservicing client (collectively, the “Customers”), or disclose or make available or accessible information regarding Customers to any Person, including any third party originators or directors, shareholders or any Persons affiliated therewith, that would facilitate such solicitation; provided, the (A) advertising and promotions undertaken by such Seller or any Restricted Affiliate of such Seller which are directed to the general public at large or segments thereof that do not target Customers, including mass mailing based on commercially acquired mailing lists, newspaper, radio and television advertisements, or responding to an unsolicited inquiry from Customers, and (B) the origination of Mortgage Loans through such Seller’s, or such Seller’s Restricted Affiliates’, third party originations business channel shall not constitute solicitation under this Section 11.01(b)(iii) so long as such third party originator did not source the related Mortgagor for refinancing based on information regarding such Mortgagor or the related Mortgage Loan that was provided or made available or accessible by such Seller or Restricted Affiliates, as applicable (but subject in all cases to Section 11.02). (c) As further consideration for the purchase and sale of the Securities and the other transactions contemplated hereby, XX Xxxxxxxx (“Xxxxxxxx”) agrees that, during the Restricted Period, Xxxxxxxx shall not, and Xxxxxxxx shall cause his Restricted Affiliates and his and their respective members, managers, officers, directors and employees (it being understood that Spring Equity, LLC and its Subsidiaries are considered to be Affiliates of Xxxxxxxx for the purposes of this Agreement) not to, for his or its own account or on behalf of any other Person, on behalf of Xxxxxxxx, directly or indirectly: (i) solicit, aid or induce any employee, full-time consultant, representative or agent of the Company or of any of its Subsidiaries to leave such employment or retention or to accept employment with or render services to or with any other Person, or hire or retain any such employee, consultant, representative or agent, or take any action to materially assist or aid any other Person in identifying, hiring or soliciting any such employee, consultant, representative or agent, provided, that the restrictions contained in this Section 11.01(c)(i) shall not apply to (but subject in all cases to Section 11.02) (A) general solicitations via newspaper advertisements and other customary employment advertising media not targeted at employees or consultants of the Company or any of its Subsidiaries (or to the hiring or employment of an ownerindividual who responds to such a solicitation or advertising), investor(B) any such current or former employee or consultant of the Company or any of its Subsidiaries who directly contacts Xxxxxxxx or Xxxxxxxx’x Restricted Affiliates for employment or engagement without any encouragement or enticement by Xxxxxxxx or Xxxxxxxx’x Restricted Affiliates or (C) the provision of an employment reference; or (ii) interfere, partneror aid or induce any other person or entity in interfering, memberwith the relationship between the Company or any of its Subsidiaries and any of the Mortgage Joint Ventures. (d) As further consideration for the purchase and sale of the Securities and the other transactions contemplated hereby, shareholder Xxxxxxxx agrees that, during the period from the Closing until the two (2) year anniversary of the Closing Date, Xxxxxxxx shall not, and Xxxxxxxx shall cause his Restricted Affiliates and his and their respective members, managers, officers, directors and employees (it being understood that Spring Equity, LLC and its Subsidiaries are considered to be Affiliates of Xxxxxxxx for the purposes of this Agreement) not to, for his or lenderits own account or on behalf of any other Person, on behalf of Xxxxxxxx or his Restricted Affiliates, directly or indirectly, except in the ordinary course of Xxxxxxxx’x and his Restricted Affiliate’s respective businesses to the extent unrelated to the Business, take any action to solicit, or permit or authorize any solicitation of, any Mortgagors (in each case, to the extent it is known (or reasonably should have been known following due inquiry) by Xxxxxxxx or any member of management of his Restricted Affiliates); provided, the (A) advertising and promotions undertaken by Xxxxxxxx or any Affiliate of Xxxxxxxx which are directed to the general public at large or segments thereof that do not target Mortgagors (in each case, to the extent it is known (or reasonably should have been known following due inquiry) by Xxxxxxxx or any member of management of his Restricted Affiliates), including mass mailing based on commercially acquired mailing lists, newspaper, radio and television advertisements, or responding to an unsolicited inquiry from Mortgagors, and (B) the origination of Mortgage Loans through Xxxxxxxx’x or his Restricted Affiliate’s third party originations business channel shall not constitute solicitation under this Section 11.01(d) so long as such third party originator did not source the related Mortgagor for refinancing based on information regarding such Mortgagor or the related Mortgage Loan that was provided or made available or accessible by Xxxxxxxx or his Restricted Affiliate (but subject in all cases to Section 11.02). (e) Each Seller acknowledges and agrees, in connection with the restrictions in this Article XI that (i) the relevant market for the Business or the Earnout Business, as applicable, is nationwide in scope, there exists intense nationwide competition for the products and services of the Company, and that the covenants in this Article XI impose a reasonable restraint in light of the activities and business primarily engaged of the Purchaser, such Seller and the Company and their respective Affiliates on the date of this Agreement and the current plans of the Purchaser, such Seller and the Company and their respective Affiliates; (ii) it is the intention of the parties that the entire goodwill of the Company and its Subsidiaries and the Business or the Earnout Business, as applicable, be transferred to the Purchaser as part of the transactions contemplated hereby, including the goodwill existing between the Company and its Subsidiaries, on the one hand, and their respective clients, customers, suppliers, agents, employees, consultants, and other persons under contract or otherwise associated or doing business with them, on the other hand; (iii) that the Sellers and the Purchaser explicitly considered the value of the goodwill to be transferred and that such goodwill is valued as a component of the consideration to be paid by the Purchaser pursuant to the terms hereof; (iv) that the covenants set forth in this Article XI are a material and substantial part of the distribution transactions contemplated hereby (supported by adequate consideration), and the Purchaser’s failure to receive the entire goodwill contemplated hereby would have the effect of roofing materials, drywall or ceiling tile and related accessories anywhere in significantly reducing the United States or Canada. Notwithstanding value of the foregoingSecurities, the Business, the Earnout Business and/or Company and its Subsidiaries to the Purchaser; and (v) the covenants set forth in this Article XI have been included herein as a condition and inducement to the Purchaser’s willingness to enter into this Agreement. (f) In the event any court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth in this Article XI are unreasonable, then such restrictions shall enforced to the fullest extent which the court finds reasonable and this Agreement shall thereby be reformed. (g) Each of the Sellers acknowledges that the other parties will be irreparably harmed and that there will be no adequate remedy at law for any violation by any party of any of the covenants or agreements contained in this Article XI. It is accordingly agreed that, without limiting the provisions of Section 4.14 shall not apply 14.18, in addition to any portfolio company of CD&R Fund, other remedies which may be available upon the Purchaser Parties or any Affiliated Fund (or any controlled Affiliate breach of any such portfolio company)covenants or agreements, except each party hereto shall have the right to the extent CD&R Fundinjunctive relief to restrain a breach or threatened breach of, or otherwise to obtain specific performance of, the Purchaser Parties other parties’ covenants and agreements contained in this Article XI, in any court of the United States or any Affiliated Fund state thereof having jurisdiction over the parties and the matter, in addition to any other remedy to which it may be entitled, at law or in equity. Without limiting the generality of the foregoing, in the event that (other than their respective portfolio companies i) the terms of Section 11.01(b)(iii) or controlled Affiliates thereofSection 11.01(d) either directs have been breached and any affected Mortgage Loan is refinanced or causes prepaid in full and (ii) the servicing rights to such portfolio company Mortgage Loan are owned by the Company and its Subsidiaries or Purchaser and its Subsidiaries, then the Losses recoverable by the Purchaser Indemnified Parties pursuant to Article XII (or controlled Affiliate) solely with respect to take an action that would be a breach of Section 11.01(b)(iii) or Section 11.01(d)) shall be in an amount equal to the Servicing Rights Repurchase Price (as defined in the MSR Purchase Agreement). (h) Each of the covenants in this Section 4.14 if CD&R Fund Article XI shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of the Company or any Seller against the Purchaser Parties had taken or its Affiliates, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Purchaser of such action; provided covenants. The parties expressly acknowledge that service by one or more representatives the terms and conditions of this Article XI are independent of the Purchaser Parties, CD&R Fund terms and conditions of any other agreements including any employment agreements entered into in connection with this Agreement. It is specifically agreed that the periods set forth in this Article XI during which the agreements and covenants made in this Article XI shall be effective shall be computed by excluding from such computation any time during which the Person bound by such agreement or covenant is found by a court of competent jurisdiction to have been in violation of any Affiliated Fund as a director provision of a portfolio company this Article XI. The covenants contained in this Article XI shall not, on its own, constitute directing or causing such portfolio company (or controlled Affiliate) to take not be affected by any action that would be a breach of this Section 4.14 if the Purchaser Parties or CD&R Fund had taken such action. Each of CD&R Fund and the Purchaser Parties shall not, and shall cause the Affiliated Funds not to, vote in their capacity as equityholders in favor of, or fail to exercise a contractual veto right over, an action any other provision hereof by such portfolio company (or controlled Affiliate) that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such actionany party hereto.

Restrictive Covenants. During (a) For a period of three (3) years from the Standstill PeriodTransition Employment Date, each without the prior written consent of CD&R Fund and the Purchaser Parties Buyer, as to any Transferred Employee, Seller agrees that it shall not, and that it shall cause their respective its Affiliates and all other investment funds or Persons controlled or managed by any of the general partners of CD&R Fund or the Purchaser Parties or their respective Affiliated Funds not to, directly or indirectly: , either (a) solicit for employment, employ or attempt to employ or divert any senior management-level employee of any Group Company as of the date hereof; provided, that the Purchaser and its Affiliates may (1) engage in general solicitations of employment (including through search firms) not specifically directed at such employees and (2i) solicit for employment or employ hire any Transferred Employee (in each case, irrespective of whether that Transferred Employee is then employed by Buyer or its Affiliates), or (ii) otherwise induce any Transferred Employee to discontinue his or her employment or business relationship with Buyer or any of its Affiliates; provided, that Seller and its Affiliates shall not be precluded from soliciting or hiring, or taking any other action with respect to any such individual (1) who responds to a solicitation by a search firm or recruiting agency not specifically targeted at employees of Buyer or any of its Affiliates or (2) whose employment was terminated by Buyer or its Affiliates other than due to a voluntary resignation by that individual or whose employment with Buyer or its Affiliates ceased at least six (6) months prior to the commencement of employment discussions between such individual and Seller or its Affiliates; provided, further, that Seller and its Affiliates shall not be restricted from engaging in general solicitations or advertising not targeted at Transferred Employees. For the avoidance of doubt, Seller shall not be required to cause its former employees or the former employees of its Affiliates to abide by the terms of this Section 7.13(a). (b) As a material inducement to Buyer to enter into this Agreement and the Collateral Agreements and to consummate the transactions contemplated hereby and thereby, Seller agrees that commencing on the Closing Date for a period of three (3) years thereafter, except for the sole purpose of providing transition services to Buyer during the Transition Service Period, without the prior written consent of Buyer, it shall not, and it shall cause its Affiliates not to, do any of the following anywhere in the world: (i) engage in, acquire or own an interest in (in whole or in part) any business that engages in the same or substantially the same business as the Business on the date hereof; (ii) except for the possible pursuit of Chapter 5 Claims, Rights and Causes of Action that are Excluded Assets, interfere with or disrupt, or attempt to employ interfere with or disrupt, the relationship of Buyer or any person who is no longer employed by of its Affiliates with any Group Company at such timecustomer, vendor, supplier, or contractor of the Business; or (biii) engage solicit or participatedivert, as an owneror attempt to solicit or divert, investorthe business or patronage (with respect to products or services of the kind or type developed, partnerproduced, membermarketed, shareholder furnished, or lender, in a business primarily engaged in sold by the distribution Business) of roofing materials, drywall any customer or ceiling tile and related accessories anywhere in prospective customer of the United States or Canada. Business. (c) Notwithstanding the foregoing, the restrictions set forth nothing in this Section 4.14 7.13 shall not apply to any portfolio company of CD&R Fund, the Purchaser Parties preclude Seller from exercising its rights or complying with its obligations under this Agreement or any Affiliated Fund (or any controlled Affiliate of any such portfolio company), except to the extent CD&R Fund, the Purchaser Parties or any Affiliated Fund (other than their respective portfolio companies or controlled Affiliates thereof) either directs or causes such portfolio company (or controlled Affiliate) to take an action that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such action; provided that service by one or more representatives of the Purchaser Parties, CD&R Fund or any Affiliated Fund as a director of a portfolio company shall not, on its own, constitute directing or causing such portfolio company (or controlled Affiliate) to take any action that would be a breach of this Section 4.14 if the Purchaser Parties or CD&R Fund had taken such action. Each of CD&R Fund and the Purchaser Parties shall not, and shall cause the Affiliated Funds not to, vote in their capacity as equityholders in favor of, or fail to exercise a contractual veto right over, an action by such portfolio company (or controlled Affiliate) that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such actionCollateral Agreement.

Restrictive Covenants. During the Standstill Period, each of CD&R Fund and the Purchaser Parties shall not, and shall cause their respective Affiliates and all other investment funds or Persons controlled or managed by any of the general partners of CD&R Fund or the Purchaser Parties or their respective Affiliated Funds not to, directly or indirectly: (a) solicit for employmentThe Executive acknowledges that (i) the Company is engaged and in the future will be engaged in the business of developing and providing products and services relating to financial information (the foregoing, employ together with any other businesses that the Company or attempt its affiliates over which the Executive has responsibility under this Agreement may engage in from the date hereof to employ or divert any senior management-level employee of any Group Company as the date of the date hereoftermination of this Agreement, being hereinafter referred to as the "Company Business"); provided(ii) the Executive's services to the Company have been and will be, that special and unique; (iii) the Purchaser Executive's work for the Company has and its Affiliates may will give the Executive, access to trade secrets of and confidential information concerning the Company; (1iv) engage the Company Business is national and international in general solicitations of employment scope; (including through search firmsv) the Parent would not specifically directed at such employees have entered into the Merger Agreement but for the agreements and covenants contained in this Section 4; and (2vi) solicit for employment or employ or attempt the agreements and covenants contained in this Section 4 are essential to employ any person who is no longer employed by any Group protect the business and goodwill of the Company. In order to induce the Company at such time; orto enter into this Agreement and the Parent to enter into the Merger Agreement, the Executive covenants and agrees that: (b) In consideration for the payments provided for hereunder, during the Term hereof and for a period equal to one year after the termination or expiration of the Executive's employment by Company (whether or not pursuant to this Agreement), however caused, (the "Restricted Period"), the Executive shall not, unless otherwise approved by the Company, other than as specifically provided in this Agreement directly or indirectly, (i) engage in the Company Business as conducted on the date hereof or participateas it may hereafter be conducted during the course of the Executive's employment, as an owner, investor, partner, member, shareholder or lender, in a business primarily engaged competitive with the Company Business; (ii) assist any person in conducting a business competitive with the Company Business, provided, however, that this is not intended to restrict the Executive's ownership of up to 1% of the securities of a publicly traded company that engages in the distribution Company Business; or (iii) interfere with business relationships (whether formed heretofore or hereafter) between the Company and customers of roofing materials, drywall or ceiling tile and related accessories anywhere suppliers to the Company Business. The Executive agrees that in the United States event of a breach or Canadathreatened breach by the Executive of this section the Company shall be entitled to seek injunctive relief restraining the breaching party from engaging in any of the aforesaid prohibited activities. Nothing hereunder, however, shall be construed as prohibiting the Company from pursuing any other remedies available to it in law or in equity. (c) During and after the Restricted Period, the Executive shall keep secret and retain in strictest confidence and shall not use for the benefit of the Executive or others, except in connection with the business and affairs of the Company and its affiliates, all confidential information relating to the Company Business or to the Company or to the business of any of the Company's affiliates, including, but not limited to, "know-how," trade secrets, customer lists, subscription lists, details of consultant contracts, pricing policies, operational methods, marketing plans or strategies, product development techniques or plans, business acquisition plans, technical processes, new personnel acquisition plans, processes, designs and design projects, inventions, software, source codes, object codes, system documentation, research projects and other business affairs relating to the Company Business or to any affiliate of the Company learned by the Executive heretofore or hereafter, and shall not disclose them to anyone outside of the Company and its affiliates, either during or after employment by the Company or any of its affiliates, except (i) as required in the course of performing the Executive's duties hereunder; (ii) with the Company's express written consent, or (iii) pursuant to legal process. Notwithstanding the foregoing, the restrictions set forth obligations of the Executive in this Section 4.14 4(c) shall not apply to any portfolio company confidential information (A) which at the date hereof or thereafter becomes a matter of CD&R Fund, public knowledge without breach by the Purchaser Parties Executive of this Agreement; or any Affiliated Fund (B) which is obtained by the Executive from a person other than the Company or any controlled Affiliate an affiliate of any such portfolio company), except the Company who is under no obligation of confidentiality to the extent CD&R Fund, Company. (d) During the Purchaser Parties or any Affiliated Fund (other than their respective portfolio companies or controlled Affiliates thereof) either directs or causes such portfolio company (or controlled Affiliate) to take an action that would be a breach of this Section 4.14 if CD&R Fund or Restricted Period and so long as the Purchaser Parties had taken such action; provided that service Executive is employed by one or more representatives of the Purchaser Parties, CD&R Fund or any Affiliated Fund as a director of a portfolio company Company the Executive shall not, on directly or indirectly (i) hire, solicit or encourage any employee to leave the employment of the Company or any of its ownaffiliates; or (ii) hire any such employee who has voluntarily left the employment of the Company or any of its affiliates within one year of the termination of such employee's employment with the Company or any of its affiliates. (e) Upon termination of the Executive's employment with the Company, constitute directing or causing such portfolio company (or controlled Affiliate) to take any action that would be a breach of this Section 4.14 if the Purchaser Parties or CD&R Fund had taken such action. Each of CD&R Fund and the Purchaser Parties shall notall documents, records, notebooks, and shall cause similar repositories of or containing trade secrets or intellectual property then in the Affiliated Funds not toExecutive's possession, vote in their capacity as equityholders in favor ofincluding copies thereof, whether prepared by the Executive or fail others, will be promptly returned to exercise a contractual veto right over, an action by such portfolio company (or controlled Affiliate) that would be a breach of this Section 4.14 if CD&R Fund or left with the Purchaser Parties had taken such actionCompany.

Restrictive Covenants. During (i) For a period of three years from and after the Standstill PeriodClosing Date, each of CD&R Fund and the Purchaser Parties shall not, and shall cause their respective Affiliates and all other investment funds or Persons controlled or managed by any none of the general partners Acquired Asset Entities, Xxxxxx Xxxxx and Xxxxxx Xxxxxxx (collectively, the “Seller Restricted Parties”) will, directly or indirectly through an Affiliate, a family member or otherwise, own, open or operate any plasma collection center within the Seller Restricted Area (as defined on Exhibit M hereto). For a period of CD&R Fund or three years from and after the Purchaser Parties or their respective Affiliated Funds not toClosing Date, neither Buyer nor Holdings (together, the “Buyer Restricted Parties”) will, directly or indirectly:, through an Affiliate or otherwise, use the Licensed Materials (as defined in the License Agreement) to own, open or operate any plasma collection center within the Buyer Restricted Area (as defined on Exhibit M hereto). (aii) solicit for employmentFor a period of three years from and after the Closing Date, employ or attempt to employ or divert any senior management-level employee of any Group Company as none of the date hereof; providedSeller Restricted Parties will, that the Purchaser and directly or indirectly, on his, her or its Affiliates may (1) own behalf or in combination with others, hire, engage in general solicitations of employment (including through search firms) not specifically directed at such employees and (2) or solicit for employment or employ consulting services, the Key Employees, other individuals identified on Exhibit K hereto or attempt any of the Buyer’s employees, except that (A) such restrictions shall not apply with respect to employ any person such Person who is no longer terminated by the Buyer after the Closing; and (B) such restrictions shall lapse after the first anniversary of the Closing Date with respect to any such Person employed in human resources or finance functions for the Acquired Asset Entities immediately prior to the Closing and who declines relocation requested by the Buyer. For a period of three years from and after the Closing Date, none of the Buyer Restricted Parties will, directly or indirectly, on his, her or its own behalf or in combination with others, hire, engage or solicit for employment or consulting services any post-Closing employee of the Acquired Asset Entities (including, without limitation, the employees listed on Exhibit M-1), except that such restrictions shall not apply with respect to any such Person who is terminated by any Group Company at such time; or (b) engage or participate, as an owner, investor, partner, member, shareholder or lender, in a business primarily engaged in Acquired Asset Entity after the distribution of roofing materials, drywall or ceiling tile and related accessories anywhere in the United States or CanadaClosing. Notwithstanding the foregoing, this §3(e)(ii) shall not prevent non-targeted solicitations of employment that are widely disseminated or made available to the restrictions general public, or the hiring of any personnel responding thereto. (iii) From and after the date of this Agreement, none of the Seller Restricted Parties shall disparage Buyer, Holdings or any of their respective directors, officers, members, managers, partners, employees or agents. From and after the date of this Agreement, neither the Buyer nor Holdings nor any of their respective directors, officers, members, managers, partners, employees or agents, shall disparage any of the Acquired Asset Entities or any of their respective directors, officers, members, managers, partners, employees or agents. (iv) From and after the date of this Agreement, none of the Seller Restricted Parties will, directly or indirectly, on his, her or its own behalf or in combination with others, purchase, own or hold an economic interest, whether as an owner, partner, shareholder, agent, employee, consultant or (without limitation by the specific enumeration of the foregoing) otherwise, in any of the Leased Real Property other than as specifically set forth on §3(cc) of the Disclosure Schedule. (v) The Parties, on their own behalf and on behalf of other Persons within the scope of the covenants set forth in this Section 4.14 shall not apply to §6(e), recognize that the territorial, time and scope limitations of this §6(e) are reasonable and necessary for the protection of such Parties, Affiliates and Persons, and in the event that any portfolio company such territorial, time or scope limitation is ruled unreasonable by a court of CD&R Fundcompetent jurisdiction, the Purchaser Parties agree to empower and urge the court to reduce any such territorial, time or any Affiliated Fund (or any controlled Affiliate scope limitations to reasonable and enforceable limits under the circumstances, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed. In the event of any such portfolio company), except to the extent CD&R Fundbreach of subsection (i) or (ii) above, the Purchaser time period of the breached covenant shall be extended for the period of such breach. Each of the Parties or shall be entitled to all rights and remedies at law and in equity in connection with any Affiliated Fund (other than their respective portfolio companies or controlled Affiliates thereof) either directs or causes such portfolio company (or controlled Affiliate) to take an action that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser §6(e). (vi) The Parties had taken such action; provided acknowledge that service by one or more representatives payment of the Purchaser PartiesPurchase Price by the Buyer, CD&R Fund or any Affiliated Fund as a director the sale of a portfolio company shall not, on its own, constitute directing or causing such portfolio company (or controlled Affiliate) to take any action that would be a breach of this Section 4.14 if the Purchaser Parties or CD&R Fund had taken such action. Each of CD&R Fund Acquired Assets by the Acquired Asset Entities and the Purchaser Parties shall notother representations, warranties, and shall cause covenants herein contained other mutual promises set forth herein constitute good and valid consideration for the Affiliated Funds not to, vote covenants of the Parties in their capacity as equityholders in favor of, or fail to exercise a contractual veto right over, an action by such portfolio company (or controlled Affiliate) that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such action§6(e).

Restrictive Covenants. During The Employee hereby agrees and acknowledges that the Standstill Period, each of CD&R Fund and the Purchaser Parties Employee shall not, be bound by and shall cause their respective Affiliates comply with the restrictive covenants provided in Sections 16 and 17 of the August 24, 2000 Agreement and that such restrictive covenants are hereby made a part of this Agreement as if specifically restated herein, subject in each case to all other investment funds or Persons controlled or managed by of the terms and conditions of such Sections 16 and 17 except as expressly provided below in this section, provided that, the Employee hereby agrees that, (a) with respect to Section 17 of the August 24, 2000 Agreement, (i) he shall not engage in any of the general partners restricted activities listed under Section 17 of CD&R Fund the August 24, 2000 Agreement for a period of four years from the Termination Date, (ii) clause 17(a)(i) shall be amended to read as follows: (i) Become an officer, director, partner, associate, employee, owner, agent, creditor, independent contractor, co-venturer or otherwise, or be interested in or associated with any other corporation, firm or business engaged, in any geographical area in which the Purchaser Parties Employer, Synopsys or their respective Affiliated Funds not tosubsidiaries and Affiliates (the "Synopsys Group") is then engaged, directly in making or indirectly: (a) solicit selling one or more products competitive with a product or products then being made or sold by the Synopsys Group in the EDA industry, which products made or sold by the Synopsys Group accounted for employment, employ or attempt to employ or divert any senior management-level employee of any Group Company as at least 1% of the date hereof; provided, that annual sales of either the Purchaser and its Affiliates may (1) engage in general solicitations of employment Corporation or Synopsys (including through search firmsin each case their respective subsidiaries and affiliates) not specifically directed at such employees during the four fiscal quarter period ending with the last fiscal quarter completed prior to the Termination Date; and (2iii) solicit for employment clause 17(a)(iv) shall be amended by replacing the word "executive" in line three thereof with the word "employee", and by adding the following at the end of such clause 17(a)(iv): ", nor to any solicitation of Yvonne Liu (commencing six months after the Termination Date), Kevin Xxx, Xxxxx Huang, D.J. Ma, Maggie Chen, C.S. Kuo or employ or attempt to employ any person who is no longer employed by any Group Company at such timerelativx xx xxx Emxxxxxx; or xxx (b) engage or participatethe obxxxxxxxx xxt xx xxxxxose confidential information, as an ownerdescribed under Section 16 of the August 24, investor2000 Agreement, partner, member, shareholder or lender, in a business primarily engaged in the distribution of roofing materials, drywall or ceiling tile and related accessories anywhere in the United States or Canada. Notwithstanding the foregoing, the restrictions set forth in this Section 4.14 shall not apply terminate on the first anniversary of the Termination Date with respect to trade secrets related to the Employer's technology or financial information, or to the pricing or other material terms or conditions of agreements between the Employer and any portfolio company of CD&R Fundits customers, but shall instead continue until the Purchaser Parties or any Affiliated Fund (or any controlled Affiliate fourth anniversary of any the Termination Date with respect to such portfolio company)trade secrets. The Employee agrees and acknowledges that the Proprietary Information and Inventions Agreement executed by him continues in full force and effect in accordance with its terms, except to the extent CD&R Fundthat Sections 4(a) and 4(b) of this Agreement expressly state a more limited scope or duration of the Employee's obligations not to disclose the Employer's confidential information or to compete with the Employer or the Synopsys Group. The restrictions imposed on the Employee's activities under Section 17 of the August 24, 2000 Agreement, as incorporated by reference in and amended by this Agreement, shall not be interpreted to restrict any activities of the Employee that are not materially related to the EDA industry, nor to the Employee's donation of any money, property or services to any educational, scientific or religious organization as defined in Section 501(c)(3) of the Internal Revenue Code, as amended (or any such organization that would fall within such definition if the entire world were part of the United States). The Employee hereby agrees that it is impossible to measure in money the damages which will accrue to the Employer, Synopsys or their respective subsidiaries and Affiliates (the "Synopsys Group") by reason of a failure by the Employee to perform any of his obligations under the restrictive covenants. Accordingly, notwithstanding Section 11 of this Agreement, if the Synopsys Group institutes any action or proceeding to enforce the provisions hereof, to the extent permitted by applicable law, the Purchaser Parties Employee hereby waives the claim or any Affiliated Fund (other than their respective portfolio companies or controlled Affiliates thereof) either directs or causes such portfolio company (or controlled Affiliate) to take defense that the Synopsys Group has an action that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such action; provided that service by one or more representatives of the Purchaser Partiesadequate remedy at law, CD&R Fund or any Affiliated Fund as a director of a portfolio company shall not, on its own, constitute directing or causing such portfolio company (or controlled Affiliate) to take any action that would be a breach of this Section 4.14 if the Purchaser Parties or CD&R Fund had taken such action. Each of CD&R Fund and the Purchaser Parties Employee shall not, and shall cause not urge in any such action or proceeding the Affiliated Funds not to, vote in their capacity as equityholders in favor of, claim or fail to exercise a contractual veto right over, an action by defense that any such portfolio company (or controlled Affiliate) that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such actionremedy at law exists.

Restrictive Covenants. During In exchange for the Standstill Periodconsideration provided to Xxxxx in connection with the Transaction, each as well as other consideration described herein, while employed by WMB (except as authorized in the course of CD&R Fund and the Purchaser Parties shall notperforming duties on behalf of WMB), and shall cause their respective Affiliates and all other investment funds or Persons controlled or managed for three (3) years after the termination of Xxxxx’x employment with WMB by either party for any of the general partners of CD&R Fund or the Purchaser Parties or their respective Affiliated Funds reason whatsoever, Xxxxx agrees not to, directly or indirectly: (a) solicit for employmentengage in, employ manage, operate, control, supervise, have an ownership or attempt to employ or divert any senior management-level employee financial interest (other than as a shareholder of any Group Company as less than 5% of the date hereof; providedoutstanding shares of a publicly traded company), that or participate in the Purchaser and its Affiliates may management, operation, control or supervision of, any business or entity engaged in the Restricted Business (1as defined below) engage in general solicitations of employment the Protected Territory (including through search firms) not specifically directed at such employees and (2) solicit for employment or employ or attempt to employ any person who is no longer employed by any Group Company at such time; oras defined below); (b) engage be employed or participate, as an owner, investor, partner, member, shareholder engaged by any business or lender, in a business primarily entity engaged in the distribution of roofing materialsRestricted Business in or targeting the Protected Territory in a position where Xxxxx has substantially the same title, drywall authority and/or duties or ceiling tile and related accessories anywhere work as Xxxxx had while employed by WMB pursuant to this Agreement or otherwise; (c) be employed or engaged by any business or entity engaged in the United States Restricted Business in or Canadatargeting the Protected Territory in a position where Xxxxx or his employer could benefit from the use or disclosure of WMB’s Confidential Information (as defined below); (d) directly or indirectly call on or otherwise contact customers with whom Xxxxx had any business contacts on behalf of WMB during the twelve (12) months prior to termination for the purpose of selling products or services to such customers that are competitive with those provided by WMB; (e) directly or indirectly contact, solicit, interfere with or attempt to entice in any form, fashion or manner any employee or consultant of WMB: (i) for the purpose of inducing that employee or consultant to work with or for Xxxxx (or with a person or business entity with which Xxxxx is affiliated); or (ii) to terminate his, her or its employment or engagement with WMB; and/or (f) directly or indirectly contact, solicit, interfere with or attempt to entice in any form, fashion or manner any vendor of WMB: (i) for the purpose of inducing that vendor to work with or for Xxxxx (or with a person or business entity with which Xxxxx is affiliated); or (ii) to terminate his, her or its vendor relationship with WMB. Notwithstanding Xxxxx further agrees that for three (3) years after termination of employment by either party for any reason whatsoever, Xxxxx will provide written notice to WMB of the foregoingname and address of any other employer with whom Xxxxx commences employment as soon as reasonably practical, and in no case later than five (5) business days after commencement of such employment. For purposes of this Agreement, the restrictions set forth “Restricted Business” is defined as any company or business entity that provides the development, publishing, marketing, distribution, creation, licensing or sale of any business, product, service or venture that is substantially similar to the principal products, services, content or focus of INI’s business, and specifically including: (i) operating or promoting any Internet web sites substantially similar to, in this Section 4.14 shall not apply to any portfolio company of CD&R Fundform or content, the Purchaser Parties web sites located at the uniform resource locators: xxxxxxxxxxxxx.xxx xxxxxxxxxxxxxx.xxx xxxxxxxxxxxxxxxxxx.xxx xxxxxxxxxxxxxxxx.xxx xxxxxxxxxxxxxxxxx.xxx xxxxxxx.xxx; and xxxxxxxxxxxxxxxx.xxx. (ii) operating or promoting any Affiliated Fund Internet web sites substantially similar to, in form or content, the web sites located at the uniform resource locators: xxxxxxxxxxx.xxx, xxxxxxxxxxx.xxx, xxxxxxxxxx.xxx and xxxxxxxxxxxxxxxx.xxx; and (iii) writing any articles, blog posts or content, or operating or promoting any controlled Affiliate Internet web site or blog, or other paper or electronic product or service that is similar to, or has any content or features similar to, or is likely to compete or interfere with, or injure the value or prospects of INI’s social media business, which, for the avoidance of doubt shall include any such portfolio companyWeb site/blog primarily about social media, Facebook, social games, virtual goods or mobile applications (apps) or as a regular feature on any Web site or blog; and (iv) operating, organizing or promoting events, conferences, tradeshows, webinars or education on Facebook, social media or applications (apps), except including, without limitation, any event similar to the extent CD&R FundInside Social Apps, the Purchaser Parties “FMB 2009” or Facebook Marketing Breakfast Series events held by INI; and (v) operating, writing, conducting or promoting any Affiliated Fund research or statistics product or service related to Facebook or applications (other than their respective portfolio companies or controlled Affiliates thereof) either directs or causes such portfolio company (or controlled Affiliate) to take an action that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such action; provided that service by one or more representatives of the Purchaser Parties, CD&R Fund or any Affiliated Fund as a director of a portfolio company shall not, on its own, constitute directing or causing such portfolio company (or controlled Affiliate) to take any action that would be a breach of this Section 4.14 if the Purchaser Parties or CD&R Fund had taken such action. Each of CD&R Fund and the Purchaser Parties shall not, and shall cause the Affiliated Funds not to, vote in their capacity as equityholders in favor of, or fail to exercise a contractual veto right over, an action by such portfolio company (or controlled Affiliate) that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such actionapps).

Restrictive Covenants. During the Standstill Period, each of CD&R Fund and the Purchaser Parties shall not, and shall cause their respective Affiliates and all other investment funds or Persons controlled or managed by any of the general partners of CD&R Fund or the Purchaser Parties or their respective Affiliated Funds not to, directly or indirectly: (a) From the date hereof until twenty-four (24) months after the Closing Date (the “Restricted Period”), Seller agrees that it and its Affiliates shall not solicit for employment, employ or attempt to employ or divert any senior management-level individual that is an employee of Purchaser who is employed in any Group Company as Branch or whose place of the date hereofemployment is within any Branch MSA; provided, however, that the Purchaser and its Affiliates may nothing in this Section 6.15(a) shall restrict (1i) engage in general solicitations of employment recruiting advertisements not targeted specifically at Purchaser’s employees or (including through search firmsii) Seller from employing any employee who does not specifically directed at such employees and (2) solicit for employment constitute a Branch Employee, any Non-Transferred Employee, or employ or attempt to employ any person who is no longer employed by any Group Company at such time; orResigning Employee. (b) engage During the Restricted Period, Seller agrees that it and its Affiliates shall not target or participatesolicit customers of the Branches whose Assumed Deposits or Purchased Loans are being assumed or purchased by Purchaser; provided, as an ownerhowever, investor, partner, member, shareholder or lender, in a business primarily engaged in the distribution of roofing materials, drywall or ceiling tile and related accessories anywhere in the United States or Canada. Notwithstanding the foregoing, the restrictions set forth that nothing in this Section 4.14 6.15(b) shall restrict general mass mailings, telemarketing calls, statement stuffers, advertisements or other similar communications whether in print, on radio, television, the Internet, or by other means that are directed to the general public. Seller also agrees that during the Restricted Period, except as set forth on Schedule 6.15(b), it and its Affiliates shall not apply to any portfolio company of CD&R Fundopen or operate a subsidiary, the Purchaser Parties a branch banking facility, loan or deposit production office or any Affiliated Fund other facility used or to be used to provide any banking services within a distance of thirty (or any controlled Affiliate 30) miles of any such portfolio company)Branch. (c) During the Restricted Period, except to the extent CD&R Fund, the Purchaser Parties or agrees that it and its Affiliates shall not solicit any Affiliated Fund individual that is an employee of Seller (other than their respective portfolio companies or controlled Affiliates thereof) either directs or causes such portfolio company (or controlled Affiliate) Branch Employees pursuant to take an action this Agreement); provided, however, that would be a breach of nothing in this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such action; provided that service by one or more representatives of the Purchaser Parties, CD&R Fund or any Affiliated Fund as a director of a portfolio company 6.15(c) shall not, on its own, constitute directing or causing such portfolio company (or controlled Affiliate) to take any action that would be a breach of this Section 4.14 if the Purchaser Parties or CD&R Fund had taken such action. Each of CD&R Fund and the Purchaser Parties shall not, and shall cause the Affiliated Funds restrict general recruiting advertisements not to, vote in their capacity as equityholders in favor of, or fail to exercise a contractual veto right over, an action by such portfolio company (or controlled Affiliate) that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such actiontargeted specifically at Seller’s employees.

Restrictive Covenants. During (a) Without the Standstill Periodprior written consent of Buyer, and for a period of 24 months from the Closing Date, each of CD&R Fund Seller covenants and the Purchaser Parties shall notagrees on his own behalf not to, and shall cause their respective procure that its Affiliates and all Related Parties will not, directly or indirectly engage in, conduct, assist or have any active interest in, own any assets or shares in, or act as an employee, advisor, consultant, or agent to, any person, corporation or entity, which is or is about to become engaged in operations or business that is competing with the Business as conducted by the Group Companies at Closing, including as planned to be conducted and expanded at such time. (b) The restrictions set out in Section 9.5(a) shall not prohibit Sellers from: (i) investing in publicly listed shares or any other investment funds or Persons controlled or managed by publicly listed financial instruments, provided that such investments do not exceed 2% of the outstanding shares of the relevant publicly listed entity; or (ii) holding any of the general partners investments they have made prior the Signing Date or holding any of CD&R Fund or the Purchaser Parties or their respective Affiliated Funds positions they hold on the Signing Date, in each case as set out in Schedule 9.5(b). (c) Without the written consent of Buyer, and for a period of 36 months from the Closing Date, each Seller covenants and agrees not to, and shall procure that its Affiliates and Related Parties will not, directly or indirectly: (a) solicit for employment, indirectly employ or attempt solicit the employment or service of any employee or director of any Group Company, or take any other measures to employ entice any of the employees or divert any senior management-level employee directors or key suppliers of any Group Company as away from the employment or service of such Group Company, provided that nothing herein shall restrict or preclude the employment of any person (i) resulting from hiring practices in the ordinary course of business that are not targeted specifically at an employee or director or the employees of directors of any Group Company; or (ii) if such person approaches any Seller on an unsolicited basis. (d) In case of breach by a Seller of the date hereof; providedcovenants contained in this Section 9.5, that which breach cannot be remedied or has not been remedied within ten (10) Business Days of the Purchaser and its Affiliates may receipt of a written notice thereof, the breaching Seller shall pay to Buyer immediately by means of liquidated damages an amount equal to 20% of such Seller’s entitlement to the Purchase Price per breach. (1e) engage in general solicitations of employment (including through search firms) not specifically directed at such employees and (2) solicit for employment Where the actual damages suffered by Buyer or employ or attempt to employ any person who is no longer employed by any Group Company at such time; or (b) engage or participate, as an owner, investor, partner, member, shareholder or lender, in a business primarily engaged in result of a breach of the distribution of roofing materials, drywall or ceiling tile and related accessories anywhere in the United States or Canada. Notwithstanding the foregoing, the restrictions set forth covenants in this Section 4.14 shall not apply 9.5 are greater than the amount of the liquidated damages, Buyer is entitled to any portfolio company receive compensation for the full amount of CD&R Fundthe damages so suffered. (f) Each Seller gives the undertakings in this Section 9.5 on its own behalf, the Purchaser Parties or any Affiliated Fund (or any controlled Affiliate of any such portfolio company), except to the extent CD&R Fund, the Purchaser Parties or any Affiliated Fund (other than their respective portfolio companies or controlled Affiliates thereof) either directs or causes such portfolio company (or controlled Affiliate) to take an action that would and no Seller can be held liable for a breach of this Section 4.14 if CD&R Fund another Seller. (g) The breaching Seller be obliged to immediately cease with any actions or the Purchaser Parties had taken such action; provided that service by one or more representatives of the Purchaser Parties, CD&R Fund or any Affiliated Fund as a director of a portfolio company shall not, on its own, constitute directing or causing such portfolio company (or controlled Affiliate) omissions giving rise to take any action that would be a breach of the covenants set out in this Section 4.14 9.5, even if the Purchaser Parties or CD&R Fund had taken such action. Each of CD&R Fund and the Purchaser Parties shall not, and shall cause the Affiliated Funds not to, vote in their capacity as equityholders in favor of, or fail to exercise a contractual veto right over, an action liquidated damages have been paid by such portfolio company (or controlled Affiliate) that would be a breach of Seller pursuant to this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such action9.5.

Restrictive Covenants. During the Standstill Period, each of CD&R Fund and the Purchaser Parties Seller hereby agrees that it shall not, and shall cause directly, or indirectly, in its own name or through or on behalf of any Affiliate (but expressly excluding any bona fide purchaser of Seller or its business (and/or any of Seller’s subsidiaries or any of their respective Affiliates businesses, in each case if such subsidiary or business ceases to be an Affiliate of Seller after giving effect to the purchase and all other investment funds or Persons controlled or managed by sale transaction) in an arms-length transaction), (a) at any time from the Closing through and including the third (3rd) anniversary of the general partners of CD&R Fund or the Purchaser Parties or their respective Affiliated Funds not toClosing Date, directly or indirectly: (a) solicit for employment, employ or attempt to employ or divert any senior management-level employee of any Group Company as of the date hereof; providedinvest, that the Purchaser and its Affiliates may (1) carry on, engage in general solicitations of employment (including through search firms) not specifically directed at such employees and (2) solicit for employment or employ or attempt to employ any person who is no longer employed by any Group Company at such time; or (b) engage or participatebecome involved, either as an owner, investora stockholder, partner, memberjoint venturer, shareholder manager, advisor, consultant, investor or lender, in a any business primarily engaged enterprise which derives any material amount of revenues from the ownership or operation of laboratory facilities conducting screening of newborns for inborn errors of metabolism and/or metabolic disorders in the distribution first thirty (30) days of roofing materials, drywall or ceiling tile and related accessories life (“Newborn Screening”) at any location anywhere in the United States or Canada. Notwithstanding world (provided that (i) the foregoing, passive ownership of not more than 5% of the restrictions set forth in outstanding stock of a publicly traded entity shall not constitute a breach of this Section 4.14 15.5, and (ii) the provision of advice or service to customers incidental to the implementation or use of products or services sold or licensed shall not apply constitute a breach of this Section 15.5), or (b) at any time from the Closing through and including the first (1st) anniversary of the Closing Date, solicit, hire or seek to hire or retain, whether as an employee, consultant or otherwise, any portfolio company individual employed or retained by either of CD&R Fundthe Companies at the time of or within six (6) months prior to such solicitation, or otherwise materially and adversely interfere with the Purchaser Parties or any Affiliated Fund (or any controlled Affiliate relationship between either of the Companies and any such portfolio company), except to the extent CD&R Fund, the Purchaser Parties or any Affiliated Fund individual (other than their respective portfolio companies or controlled Affiliates thereof) either directs or causes such portfolio company (or controlled Affiliate) to take an action provided that would it shall not be a breach of this Section 4.14 15.5(b) if CD&R Fund the solicitation is pursuant to a general trade advertisement or if the Purchaser Parties had taken such action; provided that service subject individual was dismissed by one or more representatives either of the Purchaser Parties, CD&R Fund or Companies subsequent to the Closing and such solicitation is made not sooner than six (6) months after such dismissal). In the event of any Affiliated Fund as a director of a portfolio company shall not, on its own, constitute directing or causing such portfolio company (or controlled Affiliate) to take any action that would be a breach of this Section 4.14 if 15.5, Seller acknowledges that it will be difficult to ascertain the Purchaser Parties precise amount of damages that may be suffered by reason of such breach, and that such breach may cause irreparable injury for which there is no adequate remedy at law; accordingly, Seller hereby agrees that, in the event of any such breach, Buyer shall be entitled, in addition to any all other remedies available, to seek and obtain injunctive and/or other equitable relief to require specific performance of or CD&R Fund had taken prevent, restrain and/or enjoin such actionbreach. Each of CD&R Fund the parties agrees that the duration and geographic scope of the Purchaser Parties shall not, and shall cause covenants set forth in this Section 15.5 are reasonable. In the Affiliated Funds not to, vote in their capacity as equityholders in favor ofevent that any court of competent jurisdiction or arbitrator determines that the duration or the geographic scope, or fail both, are unreasonable and that such provision is to exercise a contractual veto right overthat extent unenforceable, an action by such portfolio company (or controlled Affiliate) each of the parties agrees that the provision shall remain in full force and effect for the greatest time period and in the greatest area that would not render it unenforceable. Each of the parties intends that this Section 15.5 shall be deemed to be a breach series of separate covenants, one for each and every county of each and every state of the United States of America where this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such actionprovision is intended to be effective.

Restrictive Covenants. During 12.1 The Executive acknowledges that: (i) the Standstill PeriodExecutive performs services of a unique nature for the Company that are irreplaceable, each and that the Executive’s performance of CD&R Fund such services for a Competing Business (as defined below) will result in irreparable harm to the Company; (ii) the Executive will have access to Confidential Information, which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates; (iii) the Company and its affiliates have substantial relationships with their clients, business partners, and investors, and the Purchaser Parties shall notExecutive will have access to these persons and entities; (iv) the Executive will generate goodwill for the Company and its affiliates in the course of the Executive’s employment. Accordingly, during the Executive’s employment hereunder and, in the event that the Executive’s employment is terminated for Cause or voluntarily by the Executive (whether or not for Good Reason), and the Company notified the Executive within ten (10) days of such termination of its intention to continue to pay the Executive 50% of his/her Base Salary during such period (unless the Executive’s employment is terminated by him/her for Good Reason, in which case his/her entitlements under Section 10.5 shall cause their respective Affiliates apply), during Executive’s employment and all other investment funds or Persons controlled or managed by any of the general partners of CD&R Fund or four (4) month period thereafter (the Purchaser Parties or their respective Affiliated Funds not to“Restricted Period”), the Executive agrees that he/she will not, directly or indirectly: , own, manage, operate, control, be employed by (awhether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) solicit or render services to any person, firm, corporation or other entity, in whatever form, engaged in a Competing Business, or with respect to which the Company has spent significant time or resources analyzing for employmentthe purposes of engaging, employ or attempt to employ or divert on the date of termination, in any senior management-level employee of any Group Company as state of the date hereof; provided, that the Purchaser and its Affiliates may (1) engage in general solicitations of employment (including through search firms) not specifically directed at such employees and (2) solicit for employment or employ or attempt to employ any person who is no longer employed by any Group Company at such time; or (b) engage or participate, as an owner, investor, partner, member, shareholder or lenderUnited States, in Europe, or in any country in which the Company conducts business or has made plans and taken significant steps to conduct business (a business primarily engaged in the distribution of roofing materials, drywall or ceiling tile and related accessories anywhere in the United States or Canada“Planned Competing Business”). Notwithstanding the foregoing, nothing herein shall prohibit the Executive from being a passive owner of not more than 2% of the equity securities of a publicly traded corporation engaged in a Competing Business or Planned Competing Business, so long as the Executive has no active participation in the Competing Business or Planned Competing Business of such corporation. For purposes of this Section 12.1, the “Company” shall mean the Company together with its parent companies and its and their direct and indirect subsidiaries, and “Competing Business” shall mean the research, development and/or sale of cancer therapeutics together with drug efficacy prediction technology (e.g. companion diagnostics, predictive biomarkers) for the treatment of cancer, including, without limitation, products or services designed to make such technology available to patients and businesses in the healthcare industry, or any other material business in which the Company is engaged as of the date of the Executive’s termination of employment. For the avoidance of doubt, the provisions of this Section 12.1 will not prohibit the Executive, after termination of his/her employment with the Company, from providing services of any nature to any business engaged in multiple business activities, including activities that would constitute a Competing Business or a Planned Competing Business, as long as the Executive is not himself/herself directly involved in such Competing Business or Planned Competing Business activities, or managing or supervising the conduct of such Competing Business or Planned Competing Business activities. In addition, if the Company or a controlling interest in the Company is acquired by another entity during the term of this Agreement, in such circumstances the restrictions set forth in this Section 4.14 shall 12.1 will not apply be applicable to any portfolio company business activities of CD&R Fund, the Purchaser Parties or any Affiliated Fund acquiring entity (or any controlled Affiliate of any such portfolio company), and/or its affiliates) except to the extent CD&R Fund, the Purchaser Parties that either (i) such business activities would constitute a Competing Business or any Affiliated Fund Planned Competing Business (other than their respective portfolio companies or controlled Affiliates thereof) either directs or causes such portfolio company (or controlled Affiliate) to take an action that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such action; provided that service by one or more representatives reason of the Purchaser Parties, CD&R Fund or any Affiliated Fund as a director of a portfolio company shall not, on its own, constitute directing or causing such portfolio company (or controlled Affiliate) to take any action that would be a breach of this Section 4.14 if the Purchaser Parties or CD&R Fund had taken such action. Each of CD&R Fund and the Purchaser Parties shall not, and shall cause the Affiliated Funds not to, vote in their capacity as equityholders in favor ofacquisition itself), or fail to exercise a contractual veto right over(ii) the Executive after such acquisition is directly involved in the conduct, an action by management or supervision of such portfolio company (or controlled Affiliate) that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such actionbusiness activities.

Restrictive Covenants. During (a) In order to protect the Standstill value of the Business, for a period of seven (7) years after the Closing Date (the “Restricted Period”), each of CD&R Fund and the Purchaser Parties Seller shall not, and shall cause their respective its Affiliates and all other investment funds or Persons controlled or managed by any of the general partners of CD&R Fund or the Purchaser Parties or their respective Affiliated Funds not to, directly or indirectly: (a) solicit , either for employment, employ itself or attempt to employ for or divert any senior management-level employee on behalf of any Group Company other Person, engage in the research, development, commercialization or other Exploitation of any [***] (the “Excluded Field”). For the avoidance of doubt, the Excluded Field includes the “Field” as defined in the Merck Agreement. Notwithstanding the foregoing: (i) the reference to Affiliates in the foregoing of this Section 5.8(a) does not include (and Section 5.8(a) shall not apply to) any of the date hereofAcquirer Entities; providedand (ii) nothing herein shall prohibit Seller from (A) performing any services for Purchaser; or (B) licensing or providing Intellectual Property or Know-How or performing services (e.g. gene-editing, that the Purchaser and its Affiliates may (1) engage gene synthesis, offering Archetype™), in general solicitations of employment (including through search firms) each case, not specifically directed at to the Excluded Field even if the licensee or recipient of such employees and Intellectual Property, Know-How or services uses such to engage in activities in the Excluded Field; or (2C) any of the Other Phage Activities (whether alone or with any third party) (collectively, the “Permitted Activities”). (b) For a period of three (3) years after the Closing Date, Seller shall not directly or indirectly through another Person, solicit for employment or employ induce or attempt to induce or encourage the Key Employee to leave the employ or service of Purchaser or any person who of its Affiliates or in any way interfere with the employment relationship between Purchaser or any of its Affiliates and the Key Employee; provided, however, that general advertising over the Internet, in print media or other mass media shall not be deemed to be a solicitation or inducement of or interference with respect to the Key Employee in violation of this sentence so long as such general advertising is no longer employed by not targeted or directed at the Key Employee. Seller and its Affiliates shall not hire or enter into a consulting relationship with or otherwise employ or engage the Key Employee in any Group Company capacity that induces the Key Employee to leave the employ or service of Purchaser or any of its Affiliates at such time; orany time during the three (3) year period after the Closing Date. (bc) engage For purposes of this Agreement, “Confidential Information” shall mean all information (whether or participatenot in written or electronic form and whether or not expressly designated as confidential) exclusively relating to the Business and the Transferred Assets. At all times (including after the Restricted Period), as an ownerSeller shall safeguard and hold all Confidential Information in strict confidence, investorand shall not, partnerdirectly or indirectly in any capacity communicate, memberreveal, shareholder report, publish, disclose or lender, transfer any Confidential Information to any Person (other than Purchaser or its Affiliates) or use any Confidential Information in a business primarily engaged in any manner or for the distribution benefit of roofing materials, drywall any Person (other than Purchaser or ceiling tile and related accessories anywhere in the United States or Canadaits Affiliates). Notwithstanding the foregoing, Seller may disclose Confidential Information: (i) with Purchaser’s prior written consent or following Purchaser’s public disclosure of such Confidential Information; (ii) to a financial advisor or accountant who is subject to an obligation of confidence, solely for the restrictions set forth in this Section 4.14 shall not apply purpose of obtaining advice or services from such Person pertaining to any portfolio company of CD&R Fund, the Purchaser Parties Seller’s Tax Returns or any Affiliated Fund other Tax obligations; or (or any controlled Affiliate of any such portfolio company), except iii) to the extent CD&R Fundthe disclosure is required by a valid order of a court or other Governmental Authority having jurisdiction, the provided that Seller gives prior written notice to Purchaser Parties or any Affiliated Fund (other than their respective portfolio companies or controlled Affiliates thereof) either directs or causes of such portfolio company required disclosure, uses reasonable efforts to obtain (or controlled Affiliateassist Purchaser in obtaining) a protective order preventing or limiting the disclosure, and discloses only so much of the Confidential Information as is required by such order. Any copy or reproduction of any Confidential Information relating directly or indirectly to take an action that would be a breach of this Section 4.14 if CD&R Fund the Business or the Transferred Assets shall, after the Closing, be the property of Purchaser Parties had taken such action; provided that service and shall be delivered to Purchaser by one Seller pursuant to Section 5.7. Seller shall not make copies or more representatives of the Purchaser Parties, CD&R Fund or otherwise reproduce Confidential Information in any Affiliated Fund as a director of a portfolio company shall not, on its own, constitute directing or causing such portfolio company (or controlled Affiliate) to take any action that would be a breach of this Section 4.14 if the Purchaser Parties or CD&R Fund had taken such action. Each of CD&R Fund and the Purchaser Parties shall notform except with Purchaser’s prior written consent, and shall cause the Affiliated Funds not to, vote in their capacity as equityholders in favor of, deliver to Purchaser or fail to exercise a contractual veto right over, an action by destroy any and all such portfolio company (or controlled Affiliate) that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such actioncopies and reproductions upon Purchaser’s request.

Restrictive Covenants. During 10.1.1 In order to assure that LKQ will realize the Standstill Periodvalue and goodwill inherent in the Company, each of CD&R Fund the Shareholders and the Purchaser Parties Cruikshanks agrees with LKQ that he shall not, and shall cause their respective Affiliates and all other investment funds or Persons controlled or managed by any none of the general partners of CD&R Fund or the Purchaser Parties or their respective Affiliated Funds not tohis affiliates shall, directly or indirectly: , either for himself or for any other person for a period of the greater of (a) solicit for employmentfive years following the Closing Date, employ or attempt to employ or divert any senior management-level employee (b) two years following the termination of any Group consulting or employment relationship between such Xxxxxxxxxx and the Company and/or its affiliates: (i) engage in, represent, furnish consulting services to, be employed by or have any interest in (whether as owner, principal, director, officer, partner, agent, consultant, shareholder, member or otherwise) any automotive aftermarket or remanufactured parts sales or distribution business conducted by Company anywhere within a one hundred (100) mile radius of a location where the Company distributed such parts during the twelve months preceding the date hereof; provided, however, that the Purchaser Shareholders or the Cruikshanks may acquire and hold an aggregate of up to two percent of the outstanding shares of any corporation engaged in any such business if such shares are publicly traded in an established securities market; (ii) induce any customer of LKQ or its Affiliates may subsidiaries to patronize any such competitive business or otherwise request or advise any such customer to withdraw, curtail or cancel any of its business with LKQ or its subsidiaries; or (1) engage in general solicitations of employment (including through search firms) not specifically directed at such employees and (2iii) solicit for employment employment, or employ or attempt to employ assist any other person in soliciting for employment, any person who is no longer employed by any Group Company at such time; orof LKQ or its subsidiaries. (b) engage or participate, as an owner, investor, partner, member, shareholder or lender, in a business primarily engaged in the distribution of roofing materials, drywall or ceiling tile and related accessories anywhere in the United States or Canada. Notwithstanding the foregoing, the restrictions set forth in this Section 4.14 shall not apply to 10.1.2 If any portfolio company of CD&R Fund, the Purchaser Parties or any Affiliated Fund (or any controlled Affiliate of any such portfolio company), except to the extent CD&R Fund, the Purchaser Parties or any Affiliated Fund (other than their respective portfolio companies or controlled Affiliates thereof) either directs or causes such portfolio company (or controlled Affiliate) to take an action that would be a breach provision of this Section 4.14 if CD&R Fund 10.1, as applied to any party or to any circumstance is adjudged by a court to be invalid or unenforceable, the same shall in no way affect any other provision or any other part of this Agreement, the application of such provision in any other circumstances or the Purchaser Parties had taken validity or enforceability of this Agreement. If any such action; provided that service by one provision, or more representatives any part thereof, is held to be unenforceable because of the Purchaser Partiesduration of such provision or the area covered thereby, CD&R Fund the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision, and/or to delete specific words or phrases, and in its reduced form such provision shall then be enforceable. Upon breach of any Affiliated Fund as a director of a portfolio company shall not, on its own, constitute directing or causing such portfolio company (or controlled Affiliate) to take any action that would be a breach provision of this Section 4.14 if 10.1, LKQ shall be entitled to injunctive relief, since the Purchaser Parties or CD&R Fund had taken such action. Each of CD&R Fund and the Purchaser Parties shall not, and shall cause the Affiliated Funds not to, vote in their capacity as equityholders in favor of, or fail to exercise a contractual veto right over, an action by such portfolio company (or controlled Affiliate) that remedy at law would be a breach inadequate and insufficient. In addition, LKQ shall be entitled to such Damages as it can show it has sustained by reason of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such actionbreach.

Restrictive Covenants. During Acknowledging that (i) [he/she] has intimate knowledge of the Standstill Period, each business of CD&R Fund the Target Bank and the Purchaser Parties shall notBank which, if exploited by [him/her], in contravention of this Agreement, would seriously adversely and irreparably affect the value of the Bank and the ability of ABC to continue to operate the Bank following the consummation of the mergers contemplated by the Merger Agreement; (ii) the provisions of this Section 7 are reasonable and necessary to protect the legitimate interests of ABC; (iii) the provisions of this Section 7 are reasonable and necessary to protect the goodwill of the Target Bank acquired by ABC pursuant to the Merger Agreement; (iv) any violation of this Section 7 will result in irreparable injury to ABC and the Bank and that damages at law would not be reasonable or adequate compensation to ABC and the Bank for a violation of this Section 7; and (v) that in the course of [his/her] employment with the Bank, as contemplated by this Agreement, and shall cause their respective Affiliates and all other investment funds or Persons controlled or managed by any as a result of the general partners position of CD&R Fund or trust that [he/she] will hold under this Agreement, [he/she] will obtain private and confidential information, trade secrets and proprietary data relating to ABC, the Purchaser Parties or their respective Affiliated Funds not toBank and other affiliates of ABC, directly or indirectlyincluding, without limitation, financial information, product information and other data that are valuable assets and property rights of the Bank and ABC and its affiliates (collectively referred to as “Confidential Information”), the Executive hereby agrees as follows: (a) solicit for employmentThe Executive shall not, employ during the Term of this Agreement or attempt to employ any time after the termination of this Agreement, either directly or divert indirectly, disclose or use any senior management-level employee of any Group Company as Confidential Information acquired during [his/her] employment with the Bank, unless (i) the Confidential Information has been made public through no action or fault of the date hereof; providedExecutive, or (ii) its disclosure is requested or compelled by applicable law or regulatory agency. The Executive further agrees that after the Purchaser and its Affiliates may (1) engage in general solicitations termination of employment (including through search firms) not specifically directed this Agreement, or at such employees other time as the Bank requests, the Executive will return to the Bank all documents, papers and (2) solicit for employment or employ or attempt to employ any person who is no longer employed by any Group Company at such time; orrecords constituting Confidential Information, and all copies of same in the Executive’s possession and control. (b) engage The Executive shall not, directly or participateindirectly, provide banking or bank-related services to, or solicit the banking or bank-related business of, any customer of the Bank who the Executive served, either alone or with others, while employed by the Bank in any city, town, borough, township, village or other place in which the Executive performed services for the Bank (i) for a period of one (1) year after (A) the expiration of the Term or (B) the termination of this Agreement pursuant to Section 4(a)(v) or Section 4(a)(vi) hereof or (ii) during the remaining Term and one (1) year after the expiration of the Term upon the termination of this Agreement pursuant to Section 4(a)(iv) hereof. (c) The Executive shall not, directly or indirectly, as an ownerprincipal, investoragent, partneror trustee, memberor through the agency of any corporation, shareholder partnership, trade association, agent or lenderagency, engage in any banking or bank-related business or venture which competes with the business of the Bank as conducted during the Executive’s employment by the Bank within a business primarily engaged radius of fifty (50) miles of the Branch Office while the Executive is employed by the Bank and (i) for a period of one (1) year after (A) the expiration of the Term or (B) the termination of this Agreement pursuant to Section 4(a)(v) or Section 4(a)(vi) hereof or (ii) during the remaining Term upon the termination of this Agreement pursuant to Section 4(a)(iv) hereof. (d) The Executive will not, on the Executive’s own behalf or in the distribution service or on behalf of roofing materialsothers, drywall solicit, recruit or ceiling tile hire away, or attempt to solicit, recruit or hire away, directly or by assisting others, any employee of the Bank, whether or not such employee is a full-time employee or a temporary employee of the Bank and related accessories anywhere whether or not such employment is pursuant to written agreement and whether or not such employment is for a determined period or is at will, (i) for a period of one (1) year after (A) the expiration of the Term or (B) the termination of this Agreement pursuant to Section 4(a)(v) or Section 4(a)(vi) hereof or (ii) during the remaining Term and one (1) year after the expiration of the Term upon the termination of this Agreement pursuant to Section 4(a)(iv) hereof. (e) In addition to all other remedies provided at law or in the United States or Canada. Notwithstanding the foregoingequity, the restrictions set forth Bank may petition and obtain from a court of law or equity both temporary and permanent injunctive relief without the necessity of proving actual damages and without posting bond or other security to prevent a breach by the Executive of any covenant contained in this Section 4.14 shall not apply 7, as well as to any portfolio company an equitable accounting of CD&R Fund, the Purchaser Parties or any Affiliated Fund (or any controlled Affiliate all earnings and profits and other benefits arising out of any such portfolio company), except to the extent CD&R Fund, the Purchaser Parties or any Affiliated Fund (other than their respective portfolio companies or controlled Affiliates thereof) either directs or causes such portfolio company (or controlled Affiliate) to take an action that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such action; provided that service by one or more representatives of the Purchaser Parties, CD&R Fund or any Affiliated Fund as a director of a portfolio company shall not, on its own, constitute directing or causing such portfolio company (or controlled Affiliate) to take any action that would be a breach of this Section 4.14 if the Purchaser Parties or CD&R Fund had taken such action. Each of CD&R Fund and the Purchaser Parties shall not, and shall cause the Affiliated Funds not to, vote in their capacity as equityholders in favor of, or fail to exercise a contractual veto right over, an action by such portfolio company (or controlled Affiliate) that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such actionviolations.

Restrictive Covenants. During (a) For a period of 3 years following the Standstill PeriodClosing Date, each of CD&R Fund and the Purchaser Parties Seller shall not, and shall cause their respective Affiliates EnPro and all its Subsidiaries not to anywhere in the world, directly or indirectly, either for itself or through any other investment funds Person, engage in, participate in, or Persons controlled or managed permit Seller’s name to be used by any enterprise engaging in the Business. Notwithstanding the foregoing, nothing in this Section 7.22 shall prohibit EnPro and its Subsidiaries from performing their obligations under any Transaction Agreement. (b) Notwithstanding anything to the contrary in this Agreement, nothing in Section 7.22 shall preclude EnPro or any Subsidiary thereof from engaging in any manner in any (i) De Minimis Business; (ii) ownership of securities of any Person traded on any national securities exchange if EnPro or such Subsidiary is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 5% or more of any class of securities of such Person; or (iii) business activity that would otherwise violate Section 7.22 that is acquired from any unaffiliated Person after the Closing Date (an “After-Acquired Business”) or is carried on by any currently unaffiliated Person that is acquired by or combined with EnPro or any of its Subsidiaries after the Closing Date (an “After-Acquired Company”), so long as within 12 months after the consummation of the general partners acquisition of CD&R Fund the After-Acquired Business or the Purchaser Parties After-Acquired Company, EnPro or their respective Affiliated Funds its applicable Subsidiary signs a definitive agreement to dispose, and subsequently disposes, of the relevant portion of the business or securities of the After-Acquired Business or the After-Acquired Company (provided that such 12-month period shall be extended by an additional 6 months if, at the end of such 12 -month period, all regulatory or other Governmental Authority approvals for such disposition shall not have been obtained, all required notices with Governmental Authorities shall not have been filed or made or all waiting periods imposed by applicable Governmental Authorities necessary to consummate such disposition have not expired or been terminated) or at the expiration of such 12‑month period the business of the After-Acquired Business or the After-Acquired Company complies with Section 7.22(a). Notwithstanding the foregoing, EnPro and its Subsidiaries will not be required to dispose of any assets or securities of an After-Acquired Business or After-Acquired Company if the business activity thereof that would otherwise violate Section 7.22(a) does not account for more than the greater of (x) 15% of the revenues of the After-Acquired Business or After-Acquired Company (based on its latest annual financial statements prior to the consummation of such acquisition) or (y) $10,000,000 in revenues. As used in this Section 7.22(b), “De Minimis Business” means any passive investment in an unaffiliated third party in which (A) Seller and its Affiliates collectively hold not more than 15% of the outstanding voting securities or similar equity interests, (B) the amount invested by Seller and its Affiliates collectively is less than $10 million, and (C) Seller and its Affiliates do not possess the right (through ownership of securities, contract or otherwise) to designate a majority, or such higher amount constituting a controlling number, of the members of the board of directors (or similar governing body) of such Person and do not otherwise control such Person. (c) For a period of 3 years following the Closing Date, Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, employ, hire or solicit any Business Employees, or encourage any such employee to leave his or her employment from the Buyer or any of its Affiliates or the Business or hire any such employee who has left such employment, except that the foregoing shall not prohibit (i) the hiring or soliciting of any such employee who is terminated by Buyer and its Affiliates after the Closing and has been terminated for a period of at least 6 months or (ii) general solicitations which are not directed at any such employees (it being understood and agreed that the hiring of any such employees shall not be permitted by this clause (ii)). (d) Seller will not, or will cause its Affiliates not to, disclose or use at any time any information of a confidential or proprietary nature (whether or not specifically labeled or identified as “confidential”), in any form or medium, that relates to the business, products or financial condition of the Business (“Confidential Information”) and will take all commercially reasonable steps to safeguard such Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft; provided, that the foregoing will not apply with respect to (i) disclosures to such Person’s counsel or independent auditors or other advisors, in each case, on a confidential basis, (ii) information required to be disclosed by Law, (iii) information for which such Person has received a subpoena or similar demand (provided in the case of clauses (ii) and (iii) of this sentence that such Person shall, to the extent permitted by applicable Law, first, as promptly as practicable upon receipt of such demand, furnish notice and a copy to Buyer so that Buyer may, at Buyer’s expense, seek an appropriate order or other remedy protecting such information; provided, further, that no such notice will be required in respect of disclosures to any regulatory, self‑regulatory or supervisory authority having appropriate jurisdiction over such Person in connection with routine regulatory examinations), (iv) information that is or becomes generally available to the public other than as a result of an act or omission of Seller or its Affiliates or as a result of a breach of obligations of confidentiality owed by another Person to the Company or Buyer, or (v) disclosures by Seller in connection with a proceeding to enforce its rights against the Company or Buyer for a breach arising under this Agreement. (e) Seller shall direct its officers and directors not to, directly or indirectly: , (ai) solicit for employmentmake any negative statement or communication regarding Buyer, employ the Company or attempt any of their respective Affiliates or employees with the intent to employ harm any such Person, or divert (ii) make any senior management-level employee derogatory or disparaging statement or communication regarding Buyer, the Company, or any of any Group Company as of the date hereoftheir respective Affiliates or employees; provided, that, for clarification, no such Person shall be prevented or otherwise discouraged from making true and accurate statements or communications in connection with any disclosure that the Purchaser and such Person reasonably believes is required pursuant to Law or necessary to enforce any rights of Seller or its Affiliates may (1) engage in general solicitations of employment (including through search firms) not specifically directed at such employees and (2) solicit for employment under this Agreement or employ or attempt to employ any person who is no longer employed by any Group Company at such time; orTransaction Agreement. (bf) engage or participate, as an owner, investor, partner, member, shareholder or lender, in a business primarily engaged in the distribution of roofing materials, drywall or ceiling tile and related accessories anywhere in the United States or Canada. Notwithstanding the foregoing, the restrictions The covenants set forth in this Section 4.14 shall not apply 7.22 (the “Restrictive Covenants”) are necessary for the reasonable and proper protection of Buyer and its Affiliates and their respective trade secrets and confidential information and businesses and each and every one of the Restrictive Covenants is reasonable with respect to subject matter, length of time and geographic area, and has a unique, very substantial and immeasurable value to Buyer and its Affiliates. If it is determined by a court of competent jurisdiction in any portfolio company state that any of CD&R Fundthe Restrictive Covenants is excessive in duration or scope or is unreasonable or unenforceable under applicable Law, it is the Purchaser Parties intention of Seller and Buyer that such restriction may be modified or any Affiliated Fund (or any controlled Affiliate of any such portfolio company), except amended by the court to render it enforceable to the maximum extent CD&R Fundpermitted by the Laws of that state or other jurisdiction. Whenever possible, the Purchaser Parties or any Affiliated Fund (other than their respective portfolio companies or controlled Affiliates thereof) either directs or causes such portfolio company (or controlled Affiliate) to take an action that would be a breach each provision of this Section 4.14 7.22 will be interpreted in such manner as to be effective and valid under applicable Law, but if CD&R Fund or the Purchaser Parties had taken such action; provided that service by one or more representatives of the Purchaser Parties, CD&R Fund or any Affiliated Fund as a director of a portfolio company shall not, on its own, constitute directing or causing such portfolio company (or controlled Affiliate) to take any action that would be a breach provision of this Section 4.14 if the Purchaser Parties 7.22 is held to be invalid, illegal or CD&R Fund had taken unenforceable in any respect under any applicable Law in any jurisdiction, such action. Each of CD&R Fund and the Purchaser Parties shall notinvalidity, and shall cause the Affiliated Funds illegality or unenforceability will not toaffect any other provision or any other jurisdiction, vote in their capacity as equityholders in favor of, or fail to exercise a contractual veto right over, an action by such portfolio company (or controlled Affiliate) that would be a breach of but this Section 4.14 7.22 will be reformed, construed and enforced in such jurisdiction as if CD&R Fund such invalid, illegal or unenforceable provision had never been contained herein. In the Purchaser Parties had taken event of any violation of Restrictive Covenants by a Seller, the applicable Restrictive Covenants will be extended by a period of time equal to the period of such actionviolation, it being the intention of the parties hereto that the running of the applicable restriction period will be tolled during any period of such violation.

Restrictive Covenants. During Former Executive acknowledges that the Standstill PeriodCompany’s obligations to pay or continue to provide any portion of the Severance Package is expressly conditioned on her continued compliance with the restrictive covenants set forth in this Section 7 (collectively, each of CD&R Fund and the Purchaser Parties shall not“Restrictive Covenants”), and shall cause their respective Affiliates and all other investment funds or Persons controlled or managed by any of the general partners of CD&R Fund or the Purchaser Parties or their respective Affiliated Funds not to, directly or indirectlySection 8: (a) solicit For 12 months following the Termination Date, Former Executive shall not (whether directly or indirectly, individually or for employmentany person or organization) solicit, employ divert, interfere with, disturb or take away, or attempt to employ solicit, divert, interfere with, disturb or divert any senior management-level employee take away (A) the services of any Group Company as current or former employee or independent contractor of the date hereofCompany, or (B) the patronage of the following (each, a “Client”): (i) any customer or prospective customer of Xxxxx Xxxxx’ Customer Interaction division (but limited to those who are current customers at the time of such solicitation or to whom Xxxxx Xxxxx provided or proposed goods, services or software in the year preceding the Termination Date); providedor (ii) any person or organization that purchased goods, that services or software from the Purchaser Company or its affiliates during any time within the year preceding the Termination Date, and its Affiliates may (1for which purchase Employee received a commission or other compensation related to the provision thereof. Notwithstanding Section 7(a)(A) above, it shall not be a breach of Section 7(a)(A) for Former Executive to maintain a social relationship with current and/or former employees of the Company, nor shall it be a breach of Section 7(a)(A) for Former Executive to interact with current or former employees of the Company by way of social media, in person, or otherwise, so long as Former Executive does not engage in general solicitations any of employment (including through search firms) not specifically directed at such employees and (2) solicit for employment or employ or attempt to employ any person who is no longer employed by any Group Company at such time; orthe activities prohibited under Section 7(a)(A). (b) engage or participateAt all times following the Termination Date, Executive agrees to hold the Proprietary Information (as an ownerdefined below) in strictest confidence, investorto take all reasonable steps to prevent the Proprietary Information from being disclosed to third parties, partner, member, shareholder or lender, in a business primarily engaged in and to refrain from using the distribution of roofing materials, drywall or ceiling tile and related accessories anywhere in the United States or Canada. Notwithstanding the foregoing, the restrictions set forth in this Section 4.14 shall not apply to Proprietary Information for any portfolio company of CD&R Fund, the Purchaser Parties or any Affiliated Fund (or any controlled Affiliate of any such portfolio company), except to the extent CD&R Fund, the Purchaser Parties or any Affiliated Fund (purpose other than their respective portfolio companies or controlled Affiliates thereof) either directs or causes such portfolio company (or controlled Affiliate) the conduct of the Company’s business pursuant to take an action that would be a breach Section 6 of this Agreement. For purposes of this Section 4.14 if CD&R Fund 7(b), “Proprietary Information” shall mean any and all knowledge, data or information of a business nature relating to the Purchaser Parties had taken such actionCompany or its affiliates, including without limitation (a) trade secrets, copyrights, ideas, business practices, formulas, data, know-how, negative know-how, improvements, discoveries, developments, designs, inventions, techniques, all technical data, proposals, reports, and client or vendor information compiled by the Company, and any modifications or enhancements thereto, software, programs, and information (whether or not necessarily in writing) which has actual or potential economic value to the Company; provided that service by one or more representatives (b) marketing techniques and materials, pricing information, cost information, margin information, client and vendor information of any type (including client identities, project information and terms of engagement), information regarding the Company’s interactions with third parties, governmental entities and personnel, business plans, business strategy, financial statements, projections, budgets and financial information of any type; and (c) information regarding the skills and compensation of the Purchaser Parties, CD&R Fund or any Affiliated Fund as a director of a portfolio company shall not, on its own, constitute directing or causing such portfolio company (or controlled Affiliate) to take any action that would be a breach of this Section 4.14 if the Purchaser Parties or CD&R Fund had taken such action. Each of CD&R Fund Company employees and the Purchaser Parties shall not, and shall cause the Affiliated Funds not to, vote in their capacity as equityholders in favor of, or fail to exercise a contractual veto right over, an action by such portfolio company (or controlled Affiliate) that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such actionindependent contractors.

Restrictive Covenants. In order to assure that Kellxxxxx xxxl realize the benefits of the Acquisition, the Shareholder agrees with Kellxxxxx xx follows: 6.6.1. During the Standstill period commencing on the Closing Date and ending 42 months thereafter, (the "Restriction Period"), each of CD&R Fund and neither the Purchaser Parties shall notShareholder nor any Person in which the Shareholder has a Controlling Interest (collectively, and shall cause their respective Affiliates and all other investment funds or Persons controlled or managed by any of the general partners of CD&R Fund or the Purchaser Parties or their respective Affiliated Funds not to"Restricted Parties") shall, directly or indirectly: (a) solicit for employment, employ or attempt to employ or divert any senior management-level employee of any Group Company as of the date hereof; provided, that the Purchaser and its Affiliates may (1) engage in general solicitations of employment (including through search firms) not specifically directed at such employees and (2) solicit for employment or employ or attempt to employ any person who is no longer was, at any time within the immediately preceding six (6) months, employed by Solair. The parties agree that nothing herein is intended to prohibit the Shareholder from advertising generally for any Group Company job position (provided that the Shareholder does not hire any person responding thereto that was employed by Solair at such time; orany time within the immediately preceding six (6) month period). (b) 6.6.2. During the Restriction Period, no Restricted Party shall, directly or indirectly, engage or participatein the business of purchasing, selling and supporting aircraft parts, as an ownerconducted by Solair on the Closing Date (the "Competitive Business"), investor, partner, member, shareholder or lender, in a business primarily engaged in provided that the distribution of roofing materials, drywall or ceiling tile and related accessories anywhere in the United States or Canada. Notwithstanding the foregoing, the restrictions set forth in this Section 4.14 foregoing restriction shall not apply to any portfolio company of CD&R Fundthe following: 6.6.2.1. Any Restricted Party that was engaged in the Competitive Business prior to the date of this Agreement (a list of such Restricted Parties is set forth in Schedule 6.6 hereof) may continue to engage in the Competitive Business, and may reasonably develop and expand such Competitive Business. 6.6.2.2. Any Restricted Party may acquire and hold, in the aggregate, up to 10% of the issued and outstanding capital stock or other equity interest in any Person that engages in the Competitive Business. 6.6.2.3. Any Restricted Party may acquire any Person or business that engages in the Competitive Business, provided that (1) such Competitive Business does not constitute the principal business of the acquired Person or business (based on the sales of the acquired Person or business during the preceding four (4) full calendar quarters), and (2) if the Competitive Business constitutes more than fifteen percent (15%) of the revenues of the acquired Person or business, the Purchaser Parties Restricted Party uses reasonable efforts to divest that portion of the acquired Person or business that engages in the Competitive Business within twelve (12) months after the acquisition thereof. 6.6.3. At any time following the Closing Date no Restricted Party shall, directly or indirectly, in any way utilize, disclose, copy, reproduce or retain in its possession any of the proprietary rights or records of Solair or any Affiliated Fund (subsidiary of Solair, including, but not limited to, any of their respective customer lists. The Shareholder agrees and acknowledges that the restrictions contained in this Section are reasonable in scope and duration and are necessary to protect Kellxxxxx xxx its Affiliates after the Closing Date. If any provision of this Section 6.6 as applied to any 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 controlled Affiliate part thereof, is held to be unenforceable because of any the duration of such portfolio company), except to provision or the extent CD&R Fundarea covered thereby, the Purchaser Parties parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision, and/or to delete specific words or any Affiliated Fund (other than their respective portfolio companies or controlled Affiliates thereof) either directs or causes phrases, and in its reduced form, such portfolio company (or controlled Affiliate) to take an action provision shall then be enforceable and shall be enforced. The parties agree and acknowledge that would be a the breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such action; provided that service by one or more representatives 6.6 will cause irreparable damage to Kellxxxxx xxx its Affiliates and upon breach of the Purchaser Parties, CD&R Fund or any Affiliated Fund as a director of a portfolio company shall not, on its own, constitute directing or causing such portfolio company (or controlled Affiliate) to take any action that would be a breach provision of this Section 4.14 if 6.6, Kellxxxxx xxx its Affiliates shall be entitled to injunctive relief, specific performance or other equitable relief; provided, however, that, this shall in no way limit any other remedies which Kellxxxxx xxx its Affiliates may have (including, without limitation, the Purchaser Parties right to seek monetary damages). Kellxxxxx xxx the Shareholder hereby agree that Kellxxxxx xxx assign, without limitation, the foregoing restrictive covenants to any successor to or CD&R Fund had taken such action. Each Affiliates of CD&R Fund and the Purchaser Parties shall not, and shall cause the Affiliated Funds not to, vote in their capacity as equityholders in favor of, or fail to exercise a contractual veto right over, an action by such portfolio company (or controlled Affiliate) that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such actionKellxxxxx.

Restrictive Covenants. During (a) For a period of 36 months commencing on the Standstill Closing Date (the “Restricted Period”), neither Seller shall, and each shall cause each of CD&R Fund and the Purchaser Parties shall not, and shall cause their respective its Affiliates and all other investment funds or Persons controlled or managed by any of the general partners of CD&R Fund or the Purchaser Parties or their respective Affiliated Funds OMERS Infra not to, directly or indirectly: , except as otherwise permitted under this Section 6.09, (ai) solicit for employmentestablish, employ own, operate, manage, control or attempt to employ or divert invest in (in each case in any senior management-level employee of any Group Company capacity, including as of the date hereof; provided, that the Purchaser and its Affiliates may (1) engage in general solicitations of employment (including through search firms) not specifically directed at such employees and (2) solicit for employment or employ or attempt to employ any person who is no longer employed by any Group Company at such time; or (b) engage or participate, as an owner, investor, a partner, member, shareholder or lender, member) a facility or Person located in a business primarily Canada that is engaged in the distribution business of, in each case, any of roofing materialsthe following: the provision of clinical laboratory testing or anatomic pathology services and healthcare infrastructure in respect of the prevention, drywall screening, diagnosing, treatment and monitoring of diseases and the collection, transportation and performance of testing of human specimens (the “Restricted Business”), in each case, other than in respect of the Permitted Activities; provided that, if, during the Restricted Period, either Seller or ceiling tile and related accessories anywhere any of its Affiliates controlled by OMERS Infra directly or indirectly acquires or amalgamates or merges with or into, any Person (the “Acquired Person”) or business (an “Acquisition”) that, immediately prior to the completion of such Acquisition, is engaged in the United States Restricted Business, it will not be a violation of this Section 6.09 for the relevant Seller or Canadasuch Affiliate controlled by OMERS Infra to engage in the Restricted Business as a result of such Acquisition, provided that the primary purpose of the Acquisition is other than to engage in the Restricted Business and, as at the date of the Acquisition, the principal activity of the Acquired Person is not the Restricted Business and the Restricted Business does not exceed the greater of 5% and $5,000,000 of the Acquired Person’s revenues for its most recently completed annual financial period. Notwithstanding the foregoing, the restrictions set forth in this Section 4.14 shall not apply to any portfolio company of CD&R Fundeither Seller and their Affiliates controlled by OMERS Infra may own, the Purchaser Parties directly or any Affiliated Fund (or any controlled Affiliate indirectly, solely as a passive investment, securities of any such portfolio company), except to the extent CD&R Fund, the Purchaser Parties or any Affiliated Fund (other than their respective portfolio companies or controlled Affiliates thereof) either directs or causes such portfolio company (or controlled Affiliate) to take an action that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such action; provided that service by one or more representatives of the Purchaser Parties, CD&R Fund or any Affiliated Fund as a director of a portfolio company shall not, on its own, constitute directing or causing such portfolio company (or controlled Affiliate) to take any action that would be a breach of this Section 4.14 Person if the Purchaser Parties Sellers or CD&R Fund had taken such action. Each of CD&R Fund and the Purchaser Parties shall not, and shall cause the Affiliated Funds Affiliates controlled by OMERS Infra are not to, vote in their capacity as equityholders in favor together a controlling Person of, or fail to exercise a contractual veto right overmember of a group that controls, an action by such portfolio company (Person and do not, directly or controlled Affiliate) that would be a breach indirectly, own 5% or more of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken any class of securities of such action.Person. For the

Restrictive Covenants. During the Standstill Period, each of CD&R Fund and the Purchaser Parties shall not, and shall cause their respective Affiliates and all other investment funds or Persons controlled or managed by any of the general partners of CD&R Fund or the Purchaser Parties or their respective Affiliated Funds not to, directly or indirectlyExcept as otherwise provided in provided in paragraph 5(d) below: (a) solicit Xxxxxxx shall not, during the term commencing on the date of this Agreement and terminating one year from the date of this Agreement (the "Restricted Period"), anywhere within the United States (the "Restricted Territory"), directly or indirectly (whether as an owner, partner, shareholder, agent, officer, director, employee, independent contractor, consultant, or otherwise): (i) perform services for, or engage in, any business that develops or sells products or services which are competitive with any products or services sold or developed by the Company for employmentwhich Xxxxxxx has provided any assistance in planning, employ development, marketing, training, support, or attempt to employ or divert any senior management-level employee maintenance during the period of any Group Xxxxxxx'x employment with the Company as (the "Products"); (ii) except on behalf of the Company, solicit any person or entity who is, or was at any time during the twelve-month period immediately prior to the date hereofof this Agreement, a customer of the Company for the sale of the Products or any product or service of a type then sold by the Company for which Xxxxxxx provided any direct, material assistance in planning, development, marketing, training, support, or maintenance; provided, that the Purchaser and its Affiliates may or (1) engage in general solicitations of employment (including through search firms) not specifically directed at such employees and (2iii) solicit for employment or employ or attempt to employ any person who is no longer employed by is, or was at any Group Company at such time; ortime during the twelve-month period immediately prior to the date of this Agreement, an employee of any Company, except for Xxxx X. Xxxxxxx. (b) engage or participate, as an owner, investor, partner, member, shareholder or lender, The parties acknowledge that the businesses of the Company are and will be national and international in scope and thus the covenants in this Section 5 would be particularly ineffective if the covenants were to be limited to a business primarily engaged in the distribution particular geographic area of roofing materials, drywall or ceiling tile and related accessories anywhere in the United States States. If any court of competent jurisdiction at any time deems the Restricted Period unreasonably lengthy, or Canada. Notwithstanding the foregoingRestricted Territory unreasonably extensive, or any of the restrictions covenants set forth in this Section 4.14 shall 5 not apply to any portfolio company of CD&R Fundfully enforceable, the Purchaser Parties or other provisions of this Section 5, and this Agreement in general, will nevertheless stand and to the full extent consistent with law continue in full force and effect, and it is the intention and desire of the parties that the court treat any Affiliated Fund (or any controlled Affiliate provisions of any such portfolio company), except this Agreement which are not fully enforceable as having been modified to the extent CD&R Funddeemed necessary by the court to render them reasonable and enforceable and that the court enforce them to such extent (for example, that the Purchaser Parties Restricted Period be deemed to be the longest period permissible by law, but not in excess of the length provided for in paragraph 5(a), and the Restricted Territory be deemed to comprise the largest territory permissible by law under the circumstances). (c) Xxxxxxx acknowledges that all records, documents, and tangible embodiments containing or any Affiliated Fund of Proprietary Information prepared by Xxxxxxx or coming into his possession by virtue of his employment by Surge and Superus are and will remain the property of the applicable Company. Accordingly, Xxxxxxx shall immediately return to Surge all such items in his possession and all copies of such items. (other than their respective portfolio companies or controlled Affiliates thereofd) either directs or causes such portfolio company (or controlled Affiliate) to take an action that would be a breach The provisions of this Section 4.14 if CD&R Fund or 5 shall no longer be applicable with respect to MailEncrypt (to the Purchaser Parties had taken such action; provided extent subsequently waived by MailEncrypt) in the event that service by one or more representatives Surge disposes of the Purchaser Parties, CD&R Fund or any Affiliated Fund as a director of a portfolio company shall not, on its own, constitute directing or causing such portfolio company (or controlled Affiliate) to take any action that would be a breach of this Section 4.14 if the Purchaser Parties or CD&R Fund had taken such action. Each of CD&R Fund and the Purchaser Parties shall not, and shall cause the Affiliated Funds not to, vote current equity interest in their capacity as equityholders in favor of, or fail to exercise a contractual veto right over, an action by such portfolio company (or controlled Affiliate) that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such actionMailEncrypt.

Restrictive Covenants. During (a) From the Standstill Closing Date until the fourth anniversary of the Closing Date (the “Restricted Period”), each of CD&R Fund and the Purchaser Parties Seller shall not, and shall cause their respective Affiliates and all other investment funds or Persons controlled or managed by any without the prior written consent of the general partners of CD&R Fund or the Purchaser Parties or their respective Affiliated Funds not toHi Solutions, directly or indirectly: , on Seller’s behalf or on the behalf of a third party, be employed by, be engaged in, or otherwise provide services for, including, but not limited to, as a consultant, independent contractor or in any other capacity, purchase, own or invest in (aother than ownership for investment purposes of less than one percent of a publicly traded company) solicit any company or other entity or organization that engages in, operates or is involved in (i) any business (whether commercial, not for employmentprofit or governmental) competitive with or substantially similar to the business of the Company, employ or attempt (ii) any other business activity that the Company has engaged in during the 12 months prior to employ the date hereof, or divert any senior management-level employee of any Group Company has plans to engage in as of the date hereof; providedhereof (each, that the Purchaser and its Affiliates may (1) engage in general solicitations of employment (including through search firms) not specifically directed at such employees and (2) solicit for employment or employ or attempt to employ any person who is no longer employed by any Group Company at such time; or (b) engage or participatea “Restricted Business”), as an owner, investor, partner, member, shareholder or lender, in a business primarily engaged in the distribution of roofing materials, drywall or ceiling tile and related accessories anywhere in the United States or Canadaany other jurisdiction in which the Company engages in, or has notified Seller at or prior to the Closing that it intends to engage in, in a Restricted Business. Seller acknowledges and agrees that because this Agreement is entered into for consideration to be received at the Closing, if the Seller violates any of the provisions of this Section 6.9(a), the running of the Restricted Period, as applicable, will be extended by the time during which Seller engages in such violation(s). (b) During the Restricted Period, Seller shall not, without the prior written consent of Hi Solutions, directly or indirectly, on Seller’s behalf or on the behalf of a third party, (i) hire, solicit, persuade or induce to leave, or attempt to do any of the foregoing, any person who is employed by, or performing services as an independent contractor for, Hi Solutions or any of its Subsidiaries (including the Company) during the Restricted Period (or who was an employee or independent contractor of Hi Solutions or any of its Subsidiaries including the Company at any time during the nine months preceding the Restricted Period), or (ii) encourage or solicit (or cause to be solicited) any current or prospective client, customer, vendor, business partner, distributor, supplier or other business relationship of Hi Solutions or any of its Subsidiaries including the Company to terminate its relationship with Hi Solutions or any of its Subsidiaries including the Company or otherwise interfere in any way with such relationship; provided, however, that the provisions of this Section 6.9(b) will not be violated (A) by general advertising or solicitation not specifically targeted at any employee or independent contractor, client, customer, vendor, business partner, distributor, supplier or other business relationship of Hi Solutions or any of its Subsidiaries including the Company, (B) by actions taken by any person or entity with which Seller is associated if Seller is not personally involved in such solicitation and has not identified such employee, independent contractor, client, customer, vendor, business partner, distributor, supplier or other business relationship for soliciting, or (C) by Seller’s serving as a reference at any such employee’s request. (c) In the event that the provisions of this Section 6.9 should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by applicable Law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the extent and only to the extent that they are deemed to have the broadest and most comprehensive applicability in all respects permitted by applicable Law. Each covenant in this Section 6.9 and each provision herein 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. Seller specifically acknowledges and agrees that Seller has received adequate consideration in exchange for entering into this covenant, the foregoing restrictions are reasonable and necessary to protect Hi Solutions’ legitimate interests and good will of the Company being transferred to Hi Solutions hereunder, that Hi Solutions would not have entered into this Agreement in the absence of such restrictions, that any violation of such restrictions will result in irreparable injury to Hi Solutions, that the remedy at law for any breach of the foregoing restrictions will be inadequate, and that, in the event of any such breach of this Section 6.9, Hi Solutions, in addition to any other relief available to it, shall be entitled to seek temporary injunctive relief before trial from any court of competent jurisdiction as a matter of course and to seek permanent injunctive relief without the necessity of proving actual damages. Without limiting the generality of the foregoing, the Restricted Period shall be extended for an additional period equal to any period during which the Seller is in breach of Seller’s obligations under this Section 6.9. (d) Notwithstanding the foregoing, (i) in the restrictions set forth in this Section 4.14 shall not apply to any portfolio company of CD&R Fundevent the Rescission Option is exercised, then the Purchaser Parties or any Affiliated Fund (or any controlled Affiliate of any such portfolio company), except to the extent CD&R Fund, the Purchaser Parties or any Affiliated Fund (other than their respective portfolio companies or controlled Affiliates thereof) either directs or causes such portfolio company (or controlled Affiliate) to take an action that would be a breach provisions of this Section 4.14 if CD&R Fund 6.9 shall be null and void ab initio, (ii) in the event that Seller’s employment under the Employment Agreement is terminated (x) by the Hi Solutions or the Purchaser Parties had taken Company without “Cause” (as such action; provided that service term in defined in the Employment Agreement) or (y) by one or more representatives Seller with “Good Reason” (as such term in defined in the Employment Agreement), then the Restricted Period shall be shortened to expire on the second anniversary of the Purchaser PartiesClosing Date, CD&R Fund and (iii) in the event of the dissolution, winding-up, insolvency or any Affiliated Fund as a director bankruptcy of a portfolio company shall notthe Company, on its own, constitute directing or causing such portfolio company (or controlled Affiliate) to take any action that would be a breach then the provisions of this Section 4.14 if the Purchaser Parties or CD&R Fund had taken such action. Each of CD&R Fund and the Purchaser Parties 6.9 shall not, and shall cause the Affiliated Funds not to, vote in their capacity as equityholders in favor of, or fail to exercise a contractual veto right over, an action by such portfolio company (or controlled Affiliate) that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such actionimmediately terminate.

Restrictive Covenants. During In order to assure that Republic will realize the Standstill Periodbenefits of the Merger, each of CD&R Fund the Taorminas jointly and severally agrees with Republic that he will not after the Purchaser Parties shall not, and shall cause their respective Affiliates and all other investment funds or Persons controlled or managed by any of the general partners of CD&R Fund or the Purchaser Parties or their respective Affiliated Funds not to, directly or indirectlyEffective Time: (a) solicit for employmenta period of six years as to Orange County, employ California, and for a period of three years as to all other Counties listed below, directly or attempt to employ indirectly, alone or divert any senior management-level employee as a partner, joint venturer, officer, director, employee, consultant, agent, independent contractor or stockholder of any Group company or business, engage in any business activity in Orange, San Bernardino, Los Angeles, San Diego, Ventura, or Riverside Counties, California, which is directly or indirectly in competition with the business conducted by the Company as of at the date hereofEffective Time; provided, that however, that, the Purchaser beneficial ownership of less than five percent (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 its Affiliates may (1) engage in general solicitations of employment (including through search firms) not specifically directed at such employees and (2) solicit for employment or employ or attempt itself, to employ any person who is no longer employed by any Group Company at such time; orviolate the prohibitions of this Section; (b) engage directly or participateindirectly: (i) induce any Person which is a customer of or supplier to the Company at the Effective Time to patronize any business directly or indirectly in competition with the business conducted by the Company; (ii) canvass, solicit or accept from any Person which is a customer of the Company, any such competitive business; or (iii) request or advise any Person which is a customer of the Company at the Effective Time to withdraw, curtail or cancel any such customer's or supplier's business with the Company or its successors; (c) directly or indirectly employ, or knowingly permit any company or business directly or indirectly controlled by him, to employ, any person who was employed by the Company at or within six months prior to the Effective Time, or in any manner seek to induce any such person to leave his or her employment (other than as an ownerto the Taorminas or Glenx Xxxxxx); xnd (d) except for the benefit of the Company, investordirectly or indirectly, partner, member, shareholder or lenderat any time following the Effective Time, in a business primarily engaged any way utilize, disclose, copy, reproduce or retain in his possession the distribution Company's proprietary rights or records, including, but not limited to, any of roofing materials, drywall or ceiling tile its customer lists. The Taorminas agree and related accessories anywhere in the United States or Canada. Notwithstanding the foregoing, acknowledge that the restrictions set forth contained in this Section 4.14 shall not apply are reasonable in scope of activity, duration of time, and geographic area, and are necessary to protect Republic after the Effective Time. If any provision of this Section as applied to any portfolio company of CD&R Fundparty or to any circumstance is adjudged by a court to be invalid or unenforceable, the Purchaser Parties same will in no way affect any other circumstance or the validity or enforceability of this Agreement. If any such provision, or any Affiliated Fund (part thereof, is held to be unenforceable because of the duration of such provision or any controlled Affiliate of any such portfolio company), except to the extent CD&R Fundarea covered thereby, the Purchaser Parties parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision, and/or to delete specific words or any Affiliated Fund (other than their respective portfolio companies or controlled Affiliates thereof) either directs or causes phrases, and in its reduced form, such portfolio company (or controlled Affiliate) to take an action provision shall then be enforceable and shall be enforced. The parties agree and acknowledge that would be a the breach of this Section 4.14 if CD&R Fund will cause irreparable damage to Republic and upon breach of any provision of this Section, Republic shall be entitled to injunctive relief, specific performance or other equitable relief; provided, however, that, this shall in no way limit any other remedies which Republic may have (including, without limitation, the Purchaser Parties had taken such action; provided that service by one or more representatives of the Purchaser Parties, CD&R Fund or any Affiliated Fund as a director of a portfolio company shall not, on its own, constitute directing or causing such portfolio company (or controlled Affiliate) right to take any action that would be a breach seek monetary damages). The provisions of this Section 4.14 if 5.10 are in addition to any restrictive covenants set forth in any employment agreement entered into by either of the Purchaser Parties or CD&R Fund had taken such action. Each of CD&R Fund and the Purchaser Parties shall not, and shall cause the Affiliated Funds not to, vote in their capacity as equityholders in favor of, or fail to exercise a contractual veto right over, an action by such portfolio company (or controlled Affiliate) that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such actionTaorminas.

Restrictive Covenants. During (a) Distributor covenants that, commencing on the Standstill Termination Date and ending on the eighteen (18) month anniversary of the Termination Date (the “Noncompetition Period”), each of CD&R Fund and the Purchaser Parties provided that Misonix has made all payments due and owing under this Agreement on their respective due dates, Distributor shall not, in the Territory (as defined in the Distributor Agreement), engage in, or permit Distributor’s name to be used in connection with, (x) the development, selling, repair, servicing or testing new or used ultrasonic surgical aspiration equipment including consumable accessories used in conjunction therewith, and shall cause (y) performing training for the use, service, repair and maintenance for the equipment set forth in (x) above (collectively, the “Restricted Business”). (b) Distributor covenants that during the Noncompetition Period, and provided that Misonix has made all payments due and owing under this Agreement on their respective Affiliates due dates, it will not (i) call on or solicit any person for purposes of business relating to the ultrasonic surgical aspiration business who or which is, at that time, or has been within one year prior thereto, a customer of Distributor ; or (ii) solicit the employment of or hire any person who at the time of such solicitation or hiring or who within one year prior thereto, is or was employed by, or a consultant of, Misonix on a full or part-time basis; provided, however, that the foregoing shall not prohibit Distributor from soliciting any such individual solely pursuant to a general advertisement for employment. Misonix and all other investment funds F-S each covenants that during the Noncompetition Period, it will not solicit the employment of or Persons controlled hire any person who at the time of such solicitation or managed by hiring or who within one year prior thereto, is or was employed by, or a consultant of, Distributor on a full or part-time basis; provided, however, that the foregoing shall not prohibit Misonix or F-S from soliciting any of such individual solely pursuant to a general advertisement for employment. Distributor, Misonix and F-S each covenant that during the general partners of CD&R Fund Noncompetition Period it will not make statements or the Purchaser Parties representations, or their respective Affiliated Funds not tootherwise communicate, directly or indirectly:, in writing, orally or otherwise, or take any action that may, directly or indirectly, disparage or be damaging to the other parties or any of their respective officers, directors, employees, advisors, businesses, or reputation. (ac) solicit for employment, employ or attempt The parties each acknowledge that the restrictions contained in this Section 13 are reasonable and necessary to employ or divert any senior management-level employee of any Group Company as protect the legitimate interests of the date hereof; provided, other parties and constitute a material inducement to the other parties to enter into this Termination Agreement and consummate the transactions contemplated by this Termination Agreement. The parties acknowledge that any violation of this Section 13 may result in irreparable injury to the other parties and agrees that the Purchaser affected party shall be entitled to seek preliminary and its Affiliates may (1) engage in general solicitations of employment (including through search firms) not specifically directed at such employees and (2) solicit for employment or employ or attempt to employ any person who is no longer employed by any Group Company at such time; or (b) engage or participate, permanent injunctive relief as well as an ownerequitable accounting of all earnings, investorprofits and other benefits arising from any violation of this Section 13, partner, member, shareholder which rights shall be cumulative and in addition to any other rights or lender, in a business primarily engaged in remedies to which such party may be entitled. Without limiting the distribution generality of roofing materials, drywall or ceiling tile and related accessories anywhere in the United States or Canada. Notwithstanding the foregoing, the restrictions set forth Noncompetition Period shall be extended for an additional period equal to any period during which a party is in breach of its obligations under this Section 13. (d) In the event that any covenant contained in this Section 4.14 13 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 not apply be deemed reformed, in such jurisdiction to any portfolio company of CD&R Fundthe maximum time, the Purchaser Parties geographic, product or any Affiliated Fund (service or any controlled Affiliate other limitations permitted by applicable law. The covenants contained in this Section 13 and each provision thereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such portfolio company), except to covenant or provision as written shall not invalidate or render unenforceable the extent CD&R Fund, the Purchaser Parties remaining covenants or any Affiliated Fund (other than their respective portfolio companies or controlled Affiliates thereof) either directs or causes such portfolio company (or controlled Affiliate) to take an action that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such action; provided that service by one or more representatives of the Purchaser Parties, CD&R Fund or any Affiliated Fund as a director of a portfolio company shall not, on its own, constitute directing or causing such portfolio company (or controlled Affiliate) to take any action that would be a breach of this Section 4.14 if the Purchaser Parties or CD&R Fund had taken such action. Each of CD&R Fund and the Purchaser Parties shall notprovisions hereof, and any such invalidity or unenforceability in any jurisdiction shall cause the Affiliated Funds not to, vote invalidate or render unenforceable such covenant or provision in their capacity as equityholders in favor of, or fail to exercise a contractual veto right over, an action by such portfolio company (or controlled Affiliate) that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such actionany other jurisdiction.

Restrictive Covenants. During the Standstill Period, each of CD&R Fund and the Purchaser Parties shall not, and shall cause their respective Affiliates and all other investment funds or Persons controlled or managed by any In consideration of the general partners consummation of CD&R Fund or the Purchaser Parties or their respective Affiliated Funds not to, directly or indirectlyTransactions and other valuable consideration: (a) For a period of four years from the Closing Date, without the prior written consent of each Buyer, each of the Sellers and Camuto Owners (the “Restricted Persons”) will not, and will not permit their Affiliates to, anywhere in the world, directly or indirectly, for or for the benefit of itself or any other Person, engage in, own, operate, manage, consult for, render services to, control or invest in any business in competition with the Business, as conducted immediately prior to Closing; provided, however, that (i) a Restricted Person shall not be prohibited from owning up to five percent (5%) of the outstanding stock of a corporation that is publicly traded on a national securities exchange or in the over-the-counter market so long as such Restricted Person has no active participation in connection with the business of such corporation and (ii) nothing in this Section 5.5(a) shall prohibit a Restricted Person from using any of the Excluded Assets. (b) For a period of two years from the Closing Date (the “Non-Solicitation Period”), each of the Restricted Persons will not, and will not permit their Affiliates to, directly or indirectly (including through representatives), for or for the benefit of itself or any other Person, solicit for employment, employ employ, engage, induce to leave, hire or attempt to employ retain (as an employee or divert independent contractor or otherwise) any senior management-level employee of any Group Acquired Company employed in a position of “director” or a higher position as of the date hereof; provided, however, that nothing in this Section 5.5(b) will prohibit the Purchaser Restricted Persons from: (i) conducting general mass solicitations of employment and its Affiliates may generalized employee searches through headhunter/search firms (in either case not targeted, directed or indirectly, at employees of any Acquired Company); or (ii) hiring or inducing or assisting any other Person in hiring any individual that was an employee of any Acquired Company after such individual (1) engage has been involuntarily terminated (other than for cause (based on the definition of “cause” in general solicitations the applicable employment agreement, if so defined therein)) by any Acquired Company or any of employment (including through search firms) not specifically directed at such employees its Affiliates and (2) solicit for employment or employ or attempt to employ any person who is no longer has not been employed by an Acquired Company or any Group Company at Affiliate thereof for a period of six months. The Non-Solicitation Period for each Restricted Person shall be extended for an additional period of time equal to any period during which such time; orRestricted Person is in breach of its obligations under this Section 5.5(b). (bc) engage From and after the Closing Date, each Restricted Person will not, and will cause their Affiliates and Representatives not to, use or participatedisclose to any Person any Confidential Information of the Acquired Companies or other non-public information of or relating to the Business as currently conducted or the Acquired Companies, except (i) to the extent necessary in connection with any Proceeding, (ii) if required to do so by applicable Law or legal process, only to the extent such disclosure is required, (iii) to the extent that such Confidential Information enters the public domain other than in accordance with the following sentence and (iv) for internal use of any such Confidential Information solely for financial, tax or accounting purposes. If a Restricted Person is required by applicable Law or legal process to disclose any such Confidential Information of the Acquired Companies or other non-public information of or relating to the Business as currently conducted or the Acquired Companies, such Restricted Person will: (x) to the extent practicable, give each Buyer prompt written notice of such requirement so that Buyers may seek an ownerappropriate protective order or other remedy; and (y) upon Buyers’ request and at Buyers’ cost, investorcooperate with Buyers to obtain such protective order or other remedy. In the event that such protective order or other remedy is not obtained, partnersuch Restricted Person will furnish only that portion of such Confidential Information or non-public information that, memberon the advice of its counsel, shareholder is legally required to be disclosed and, upon Buyers’ request, use reasonable best efforts to seek confidential treatment (to the extent available) of such information. (d) The Camuto Owners acknowledge and agree that their obligations under this (f) are an essential element of this Agreement and that, but for the agreements of the Camuto Owners in the foregoing clause (a) of this (f), Buyers would not have entered into this Agreement. Accordingly, the Camuto Owners agree that if a court of competent jurisdiction finds that the time period of any of the foregoing covenants is too lengthy or lenderthat the geographic coverage or scope of any of the covenants is too broad, the restrictive time period will be deemed to be the longest period permissible under applicable Law and the geographic coverage and scope will be deemed to comprise the largest coverage and scope permissible under applicable Law, in a business primarily engaged each case, with such modification of the provisions of this (f) to only apply with respect to the operation of this (f) in the distribution particular jurisdiction of roofing materialssuch court. It is the Parties’ intent to protect and preserve the Business as currently conducted and the goodwill of the Acquired Companies, drywall or ceiling tile and related accessories anywhere in the United States or Canada. Notwithstanding Camuto Owners agree that the foregoingtime period, the restrictions geographic coverage and scope of the covenants set forth in this Section 4.14 shall not apply (f) are reasonable. If a Restricted Person breaches or threatens to breach any of the foregoing covenants, Buyers will be entitled to injunctive relief in addition to any portfolio company other remedies that may be available under applicable Law, without the necessity of CD&R Fund, the Purchaser Parties proving actual harm or any Affiliated Fund (posting a bond or any controlled Affiliate of any such portfolio company), except to the extent CD&R Fund, the Purchaser Parties or any Affiliated Fund (other than their respective portfolio companies or controlled Affiliates thereof) either directs or causes such portfolio company (or controlled Affiliate) to take an action that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such action; provided that service by one or more representatives of the Purchaser Parties, CD&R Fund or any Affiliated Fund as a director of a portfolio company shall not, on its own, constitute directing or causing such portfolio company (or controlled Affiliate) to take any action that would be a breach of this Section 4.14 if the Purchaser Parties or CD&R Fund had taken such action. Each of CD&R Fund and the Purchaser Parties shall not, and shall cause the Affiliated Funds not to, vote in their capacity as equityholders in favor of, or fail to exercise a contractual veto right over, an action by such portfolio company (or controlled Affiliate) that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such actionsecurity therefor.

Restrictive Covenants. During To assure that UFEN and CFS will realize the Standstill Period, each of CD&R Fund and the Purchaser Parties shall not, and shall cause their respective Affiliates and all other investment funds or Persons controlled or managed by any benefits of the general partners of CD&R Fund or the Purchaser Parties or their respective Affiliated Funds Transactions, Greinke hereby agrees with UFEN and CFS not to, directly or indirectly: (a) solicit for employmentFrom the Closing Date until the earlier of (i) four (4) years after the Closing Date and (ii) a Change in Control of UFEN, employ directly or attempt to employ indirectly, alone or divert as a partner, joint venturer, officer, director, member, employee, consultant, agent, independent contractor or Equity Interest holder of, or lender to, any senior management-level employee of any Group Company as of the date hereof; providedPerson or business, that the Purchaser and its Affiliates may (1) engage in general solicitations of employment (including through search firms) not specifically directed at such employees and (2) solicit for employment or employ or attempt to employ any person who is no longer employed by any Group Company at such time; orthe Relevant Business within the Restricted Territory. (b) engage From the Closing Date until the earlier of (i) four (4) years after the Closing Date and (ii) a Change in Control of UFEN, directly or participateindirectly (A) induce any Person that is a customer of UFEN, as an ownerCFS, investoror any of their Affiliates to enter into any Contract with or otherwise patronize any business directly or indirectly in competition with the Relevant Business conducted by UFEN, partnerCFS, memberor any of their Affiliates within the Restricted Territory; (B) canvass, shareholder solicit, or lenderaccept from any Person who is a customer of UFEN, CFS, or any of their Affiliates, any such Relevant Business within the Restricted Territory; or (C) request or advise any Person who is a customer, vendor, or lessor of UFEN, CFS or any of their Affiliates, to withdraw, curtail, or cancel any such customer’s, vendor’s, or lessor’s business with such Person; provided, however, that a general solicitation or advertisement originating outside of, and not specifically targeted to or reasonably expected to target, the Restricted Territory will not be deemed in a business primarily engaged in and of itself to violate the distribution prohibitions of roofing materials, drywall (A) or ceiling tile and related accessories anywhere in the United States or Canada(B) of this subparagraph. Notwithstanding the foregoing, the beneficial ownership of less than 5% of the Equity Interests of any Person having a class of Equity Interest actively traded on a national securities exchange or over-the-counter market will not be deemed, in and of itself, to Breach the prohibitions of this Section 7.5. Greinke agrees and acknowledges that the restrictions set forth in this Section 4.14 shall not apply 7.5 are reasonable in scope and duration and are necessary to any portfolio company of CD&R Fundprotect UFEN and CFS after the Closing. If Greinke is found to have Breached this Section 7.5, the Purchaser Parties or any Affiliated Fund (or any controlled Affiliate of any such portfolio company)then, except in addition to all other remedies that may be available to the extent CD&R Fundapplicable Person, an amount of time equal to the Purchaser Parties or any Affiliated Fund (other than their respective portfolio companies or controlled Affiliates thereof) either directs or causes such portfolio company (or controlled Affiliate) period Greinke was found to take an action that would be a breach in Breach of this Section 4.14 if CD&R Fund or 7.5 will be added to the Purchaser Parties had taken such action; provided that service time periods contemplated by one or more representatives of the Purchaser Parties, CD&R Fund or this Section 7.5. If any Affiliated Fund as a director of a portfolio company shall not, on its own, constitute directing or causing such portfolio company (or controlled Affiliate) to take any action that would be a breach provision of this Section 4.14 if 7.5, as applied to any Party or to any circumstance, is adjudged by a Governmental Body, arbitrator, or mediator not to be enforceable in accordance with its terms, the Purchaser same will in no way affect any other circumstance or the enforceability of the remainder of this Agreement. If any such provision, or any part thereof, is held not to be enforceable in accordance with its terms because of the duration of such provision, the area covered thereby, or the scope of the activities covered, the Parties agree that the Governmental Body, arbitrator, or CD&R Fund had taken mediator making such action. Each determination will have the power to reduce the duration, area, and/or scope of CD&R Fund and the Purchaser Parties shall notactivities of such provision, and/or to delete specific words or phrases, and shall cause in its reduced form, such provision will then be enforceable in accordance with its terms and will be enforced. The Parties agree and acknowledge that the Affiliated Funds not to, vote in their capacity as equityholders in favor of, or fail to exercise a contractual veto right over, an action by such portfolio company (or controlled Affiliate) that would be a breach Breach of this Section 4.14 if CD&R Fund 7.5 will cause irreparable Damage to UFEN and CFS and upon Breach of any provision of this Section 7.5, UFEN and/or CFS will be entitled to injunctive relief, specific performance, or other equitable relief without bond or other security; provided, however, that the Purchaser Parties had taken such actionforegoing remedies will in no way limit any other remedies which UFEN and/or CFS may have.

Restrictive Covenants. During In order to assure that Parent will realize the Standstill Periodbenefits of the transactions contemplated hereby, each of CD&R Fund and the Purchaser Parties shall notShareholders hereby agrees with Parent, and shall cause their respective Affiliates and all other investment funds whether or Persons controlled or managed by any of not compensation is received, to the general partners of CD&R Fund or the Purchaser Parties or their respective Affiliated Funds not to, directly or indirectlyfollowing: (a) during the Restricted Period, no Management Shareholder shall, directly or indirectly, act alone or as a partner, joint venturer, officer, director, member, employee, consultant, agent, independent contractor or shareholder of, or lender to, any company or business (a "COMPETITOR") whose products or services compete with (i) the business of Surviving Entity (for this purpose, any business that engages or plans to engage in the development, manufacturing, marketing, licensing, or sale of software applications or products that have been developed and/or marketed, or are in the process of being developed and/or marketed, by Company or Surviving Entity, as the case may be, at any time during the time the Management Shareholder was or is employed by the Company or the Surviving Entity shall be deemed to be in competition with Surviving Entity and a Competitor) (for purposes of this Section 5.3, collectively the "BUSINESS") or (ii) the Computer Products or any upgrades, enhancements, or other releases, modifications or customizations thereof, or otherwise which enterprise is the same as or similar to the Business; PROVIDED, HOWEVER, that, the beneficial ownership of less than five percent (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; PROVIDED, HOWEVER, that with respect to Xxxxx Xxxxx and Xxxxxx X. Xxxxxx (the "NON-CONTROLLING SHAREHOLDERS") only, the restrictive covenants contained in this subsection 5.3(a) shall not prevent such Non-Controlling Shareholder from being employed by a Competitor that competes with the Business; PROVIDED, HOWEVER, that the Non-Controlling Shareholder (i) is employed by a division or subsidiary of such Competitor that does not, directly or indirectly, market, develop or sell products or services that compete with the Business (an "EXCEPTED COMPETITOR"), and (ii) provides prior written notice to Parent (A) stating his or her intention to be employed by such Excepted Competitor, and (B) reaffirming his or her intention and obligation to abide by all the restrictive covenant provisions of this Section 5.3(a) (and any other similar existing restrictive covenants in an Employment Agreement) , and (C) representing and warranting that he or she has disclosed to the Excepted Competitor the existence and binding nature of restrictive covenant provisions of this Section 5.3(a) on or before the date of such written notice; PROVIDED FURTHER, that the Non-Controlling Shareholder shall provide to Parent further written notice of any termination of his or her employment with any such Excepted Competitor, if such termination occurs during the period the restrictive covenant provisions are in force hereunder. (b) during the Restricted Period, no Management Shareholder shall, directly or indirectly (i) induce, or attempt to induce, any Person which is a customer of Surviving Entity or Parent or any Affiliate of Surviving Entity to patronize any business directly or indirectly in competition the Business; (ii) canvass, solicit for employmentor accept, or attempt to canvas, solicit or accept, from any Person which is a customer of Surviving Entity, Parent or any Affiliate of Surviving Entity, any such competitive business; or (iii) request or advise, or attempt to request or advise, any Person who is a customer of Surviving Entity, Parent or any Affiliate of Surviving Entity, or its or their successors, to withdraw, curtail or cancel any such customer's business with any such entity; (c) during the Restricted Period, no Management Shareholder shall, directly or indirectly employ or attempt to employ employ, or divert knowingly permit any senior management-level company or business directly or indirectly controlled by such Management Shareholder, to employ, any management personnel, computer programmer or other skilled employee who was employed by Surviving Entity, Parent or any Affiliate of Surviving Entity at or within the prior twelve months, or in any manner seek to induce any such person to leave his or her employment; (d) during the Restricted Period, no Shareholder shall, directly or indirectly, in any way utilize, disclose, copy, reproduce or retain, or attempt to utilize, disclose, copy, reproduce or retain, in its possession Surviving Entity's proprietary rights or records, including, but not limited to any customer lists, all of which shall be deemed confidential information, except information which has been publicly disclosed by the Surviving Entity or by the Parent or by a third party not in violation of any Group Company as of the date hereofapplicable law or agreement, or is lawfully required to be disclosed by any governmental agency or applicable law; providedPROVIDED, HOWEVER, that the Purchaser Shareholders shall be allowed reasonable access to review and copy such records for purposes of litigation and tax audits and tax preparation, but with respect to any litigation brought by the Shareholder against or adverse to Parent or any of its Affiliates may (1) engage in general solicitations of employment (including through search firms) not specifically directed at such employees and (2) solicit for employment or employ or attempt to employ any person who is no longer employed by any Group Company at such time; or (b) engage or participate, as an owner, investor, partner, member, shareholder or lender, in a business primarily engaged in the distribution of roofing materials, drywall or ceiling tile and related accessories anywhere in the United States or Canada. Notwithstanding the foregoing, the restrictions set forth in this Section 4.14 access shall not apply to any portfolio company of CD&R Fund, the Purchaser Parties or any Affiliated Fund (or any controlled Affiliate of any such portfolio company), except be only to the extent CD&R Fund, the Purchaser Parties or any Affiliated Fund (other than their respective portfolio companies or controlled Affiliates thereof) either directs or causes required under laws and rules of procedure and discovery applicable to such portfolio company (or controlled Affiliate) to take an action that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such action; provided that service by one or more representatives of the Purchaser Parties, CD&R Fund or any Affiliated Fund as a director of a portfolio company shall not, on its own, constitute directing or causing such portfolio company (or controlled Affiliate) to take any action that would be a breach of this Section 4.14 if the Purchaser Parties or CD&R Fund had taken such action. Each of CD&R Fund and the Purchaser Parties shall not, and shall cause the Affiliated Funds not to, vote in their capacity as equityholders in favor of, or fail to exercise a contractual veto right over, an action by such portfolio company (or controlled Affiliate) that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such action.proceeding;

Restrictive Covenants. During (a) Parent agrees that for a period commencing on the Standstill PeriodClosing Date and ending on the date that is two (2) years after the Closing Date, each of CD&R Fund and the Purchaser Parties Parent shall not, and shall cause their respective Affiliates and all other investment funds or Persons controlled or managed by any of the general partners of CD&R Fund or the Purchaser Parties or their respective Affiliated Funds its Subsidiaries not to, directly or indirectly, hire, solicit for employment or seek to induce for employment any Company Employee with an annual salary in excess of $150,000 or the local equivalent (all such Persons collectively, the “Company Covered Employees”) to leave his or her employment or position with Buyer or any of its Affiliates (including the Companies); provided that this Section 6.21(a) shall not prohibit Parent or any of its Affiliates from (i) soliciting or hiring any Person who has been terminated by the Buyer, the Companies or the Business, (ii) soliciting or hiring any Person who has resigned from the Company or the Business at least six (6) months prior to the initiation of discussions with respect to such hiring, (iii) advertising employment opportunities in any national newspaper, trade journal or other publication in a major metropolitan area or any Internet website posting, or negotiating with, offering employment to or employing any Person contacted through such medium, or (iv) participating in any third-party hiring fair or similar event open to the public or negotiating with, offering employment to or employing any Person contacted through such medium, in each case of (iii) and (iv) provided that such medium was not specifically directed at employees of the Business. (b) Parent agrees that, for a period commencing on the Closing Date and ending on the date that is three (3) years after the Closing Date, Parent shall not, and shall cause its Subsidiaries not to, directly or indirectly, engage in, own, manage, finance, operate or control, or knowingly participate in the ownership, management, operation, financing or control of any Person that competes with the Business (as conducted as of the Closing Date and/or during the six (6) months prior to the Closing Date) (a “Restricted Business”) in the United States of America, Canada, India, the United Kingdom of Great Britain and Northern Ireland and Serbia; provided that this Section 6.21(b) shall not prohibit Parent or any of its Subsidiaries from: (ai) solicit engaging in the Excluded Businesses (which, for employmentpurposes of this clause (i), employ shall not include any future businesses of Parent and its Subsidiaries) and any reasonable expansion thereof, which, for the avoidance of doubt, includes providing any type of software solution or attempt service to employ retail and restaurant customers; (ii) acquiring any Person, business or divert any senior management-level employee business line engaged in the Business (an “Acquired Business”) so long as the Business accounts for not more than ten percent (10%) of such Acquired Business’ sales (based on its latest available annual audited financial statements) of such Acquired Business; (iii) acquiring or holding investments or direct or indirect ownership of any Group Company equity interests of any Person engaged in a Restricted Business, so long as such ownership interest represents not more than ten percent (10%) of the aggregate voting power of such Person; (iv) entering into or participating in a joint venture, partnership or other strategic business relationship with any Person engaged in a Restricted Business, if such joint venture, partnership or other strategic business relationship does not engage in the Restricted Business; (v) owning, transferring or acquiring additional ownership interests in any business or entity set forth on Schedule 6.21(b)(v) in which Parent or any of its Affiliates holds a minority ownership interest as of the Closing Date (and Schedule 6.21(b)(v) also sets Parent’s ownership interest in each such business or entity as of the date hereof); provided, that that, in the Purchaser event any such business or entity becomes engaged in the Business, Parent or Parent’s Affiliates may only hold or acquire additional ownership interests in such business or entity if (A) the aggregate outstanding ownership interest held by Parent and its Affiliates may represents ten percent (10%) or less of the total outstanding ownership interests in such business or entity and (B) Parent and its Affiliates are not entitled to nominate a member of the board of directors (or similar governing body) of such business or entity and do not take an active part in the management of such business or entity (other than having and exercising the right to appoint an observer to the board of directors (or similar governing body) of such entity); (vi) entering into commercial agreements with any Person engaged in the Business, so long as Parent and its Affiliates do not engage in the Business under the terms of such agreements; and (vii) performing their obligations or exercising their rights under this Agreement and the Ancillary Agreements. This Section 6.21(b) shall not, in any way, limit or affect Parent’s or any of its Affiliates’ ability to perform any obligations under the Transition Services Agreement. (c) The Parties agree that, for a period commencing on the Closing Date and ending on the date that is three (3) years after the Closing Date, each Party shall not, and shall cause its Subsidiaries not to, and direct its and its Affiliates’ directors and officers not to, in any communication with the press or other public media or with any Person having a business relationship with the other Party, disparage or otherwise express any negative remarks, comments, statements, recommendations or opinions with respect to any of the products, services, personnel, performance or condition (financial or otherwise) of the other Party, in each case, that would reasonably be expected to adversely affect any past, present or prospective relationship, contractual or otherwise, between the other Party and any of their respective customers, partners, suppliers, employees or stockholders. For the avoidance of doubt, nothing herein shall restrict any Party providing information it believes to be true in connection with any Action. (d) Parent agrees that, for a period commencing on the Closing Date and ending on the date that is three (3) years after the Closing Date, Parent shall not, and shall cause its Subsidiaries not to (i) induce, solicit, or otherwise cause any Material Customer to (A) cease being a Material Customer or to not become a Material Customer in respect of the Business, or (B) materially divert any business from or reduce the amount of business of such Material Customer in respect of the Business, (ii) otherwise materially interfere with or materially disrupt the contractual relationship between the Business and any of its Material Customers, including without limitation, inducing, for a purpose competitive with services of the Business, any Material Customer to terminate or modify any written or oral agreement with the Business, or (iii) solicit to provide or provide any Material Customer services that are the same as or competitive with the services sold or provided, or proposed to be sold or provided, by the Business to a Material Customer at any time during the six (6)-month period prior to the Closing. In the event of any conflict between this Section 6.21(d) and Section 6.21(b), Section 6.21(b) shall control. (e) Until the date that is five (5) years following the Closing Date, Parent and its Affiliates will treat all information directly relating to Buyer, and, from and after the Closing, the Companies and the Business as confidential, preserve the confidentiality thereof, and not use or disclose to any Person such information without Buyer’s prior written consent (except as expressly permitted by this Agreement) unless (i) such information is publicly available as of the date hereof or becomes publicly available after the date hereof through no act or omission in violation hereof by Parent, its Affiliates or any of their respective Representatives, (ii) disclosure of such information is so required under applicable Law or (iii) disclosure of such information is reasonably necessary to be made to third parties (subject to such Persons being informed of the obligations under this Section 6.21(e)), (A) in connection with the performance by Parent or any of its Affiliates of their respective obligations under this Agreement or any of the Ancillary Agreements (but, for the avoidance of doubt, on the terms and subject to the conditions hereof and thereof) or (B) who need to know such information for purposes of assisting Parent or any of its Affiliates with complying with their tax obligations or other reporting obligations under applicable Law, preparing tax returns or financial statements, or (iv) disclosure of such information is reasonably necessary for the enforcement of by Parent or any of its Affiliates of any right or remedy arising out of or relating to this Agreement or any of the Ancillary Agreements. If the disclosure of such information is so required by applicable Law, Parent shall, to the extent not prohibited by applicable Law, (x) provide Buyer with as much prior written notice as is reasonably practicable under the circumstances and (y) if reasonably requested by Xxxxx, use reasonable best efforts, at Buyer’s sole expense, to (1) engage cooperate with Buyer in general solicitations of employment (including through search firms) not specifically directed at such employees and obtaining an appropriate protective order or (2) solicit for employment or employ or attempt obtain written assurance from the Person to employ any person who is no longer employed by any Group Company at whom such time; orinformation will be disclosed that confidential treatment will be afforded to such information. (bf) engage or participateNotwithstanding anything in this Agreement to the contrary, as an owner, investor, partner, member, shareholder or lenderbut subject to the last sentence of this Section 6.21(f), in the event of a business primarily engaged Change of Control (as defined below) of Parent, this Section 6.21 shall not limit or prohibit Parent’s controlling group (or its Affiliates, other than Parent and its Subsidiaries) after such Change of Control transaction from engaging in the distribution Restricted Business in any location or any other activities prohibited pursuant to this Section 6.21. “Change of roofing materialsControl” with respect to a Person means (i) the acquisition at any time by a Person or “group” (as used in Sections 13(d) and 14(d)(2) of the Securities Act) who or which are the beneficial owners (as defined in Rule 13(d)-3 under the Securities Act), drywall directly or ceiling tile and related accessories anywhere in indirectly, of securities representing more than fifty percent (50%) of the United States outstanding equity securities of Parent; (ii) any sale or Canadadisposition of substantially all of the assets of Parent; or (iii) any merger, consolidation, or statutory share exchange to which such Person is a party as a result of which the Persons who were stockholders immediately prior to the effective date of the merger, consolidation or share exchange shall have beneficial ownership of less than fifty percent (50)% of the surviving corporation. Notwithstanding For the foregoingavoidance of doubt, the restrictions set forth in this Section 4.14 shall not 6.21 will survive any Change of Control and will continue to apply to any portfolio company Parent and its Subsidiaries notwithstanding such Change of CD&R Fund, the Purchaser Parties or any Affiliated Fund (or any controlled Affiliate of any such portfolio company), except to the extent CD&R Fund, the Purchaser Parties or any Affiliated Fund (other than their respective portfolio companies or controlled Affiliates thereof) either directs or causes such portfolio company (or controlled Affiliate) to take an action that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such action; provided that service by one or more representatives of the Purchaser Parties, CD&R Fund or any Affiliated Fund as a director of a portfolio company shall not, on its own, constitute directing or causing such portfolio company (or controlled Affiliate) to take any action that would be a breach of this Section 4.14 if the Purchaser Parties or CD&R Fund had taken such action. Each of CD&R Fund and the Purchaser Parties shall not, and shall cause the Affiliated Funds not to, vote in their capacity as equityholders in favor of, or fail to exercise a contractual veto right over, an action by such portfolio company (or controlled Affiliate) that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such actionControl.

Restrictive Covenants. During (a) Subject to Section 5.17(d) in all respects, Seller agrees that for a period of three (3) years after the Standstill Closing Date (the “Non-Competition Period”), each of CD&R Fund and the Purchaser Parties Seller shall not, not and shall cause their respective its Affiliates and all other investment funds or Persons controlled or managed by any of the general partners of CD&R Fund or the Purchaser Parties or their respective Affiliated Funds not to, directly or indirectly: , own, manage, operate, control, or participate in the ownership, management, operation or control of, or otherwise engage in, any Competing Business anywhere in the United States. Notwithstanding anything to the contrary in the foregoing, nothing in this Section 5.17 shall prevent Seller or any of its Affiliates during the Non-Competition Period from: (ai) solicit for employment, employ or attempt to employ or divert any senior management-level employee collectively owning less than five percent (5%) of the outstanding shares of any Group class of capital stock of any Person that engages in a Competing Business, (ii) owning any publicly traded securities through a Company as Benefit Plan operating in the ordinary course of business, (iii) performing obligations required under this Agreement or the date hereof; provided, that Transaction Documents or (iv) the Purchaser and acquisition by Seller or any of its Affiliates may of a diversified company having not more than 25% of its net sales (1based on its latest published annual audited financial statements) engage in general solicitations of employment (including through search firms) not specifically directed at such employees and (2) solicit for employment or employ or attempt attributable to employ any person who is no longer employed by any Group Company at such time; ora Competing Business. (b) engage Subject to Section 5.17(d) in all respects, neither Seller nor any of its Affiliates will (i) at any time prior to the date that is eighteen (18) months from the Closing Date (the “Non-Solicitation Period”), directly or participateindirectly, solicit or encourage any Company Employee or consultant performing services (whether as an owneremployee, investorconsultant, partnerindependent contractor or otherwise) for the Companies or the Business who is set forth in ‎Section 5.17(b)(i) of the Seller Disclosure Schedule to leave the employment or retention of the Companies, memberwithout Buyer’s prior written consent or (ii) at any time prior to the third (3rd) anniversary of the Closing Date, shareholder hire in any capacity (whether as an employee, consultant, independent contractor or lenderotherwise) any of the employees set forth in (b), of the Seller Disclosure Schedule unless (x) such employee has been terminated by Buyer, the Companies or any of their respective Affiliates or (y) the employment of such employee by Buyer, the Companies or their respective Affiliates has otherwise terminated at least six (6) months prior to the date of such hire, without Buyer’s prior written consent. For purposes of ‎Section 5.17‎(b)‎(i), the terms “solicit the employment or services” shall not be deemed to include generalized searches for employees through media advertisements of general circulation, employment search firms, open job fairs or otherwise that are not directed at the Company Employees. (c) Each of Seller and Buyer expressly agrees that the character, duration and scope of this Section 5.17 are reasonable in light of the circumstances as they exist on the date hereof, including, but not limited to, its material economic interest in the transactions contemplated by this Agreement. The parties hereto agree that, if any court of competent jurisdiction in a final, non-appealable judgment determines that any of the covenants and agreements contained in this Section 5.17, or any part thereof, is unenforceable because of the character, duration or scope of such covenant or agreement, such court shall have the power to reduce the duration or scope of such covenant or agreement solely to the extent required or permitted by Applicable Law to permit the enforceability of such covenant or agreement and, in a business primarily engaged its reduced form, such covenant or agreement shall then be enforceable to the maximum extent permitted by Applicable Law. Each party hereto acknowledges that money damages would be an insufficient remedy for any actual or threatened breach of this Section 5.17 and in addition to any other remedies available at law or in equity, the non-breaching party will be entitled to seek equitable relief by way of injunction, specific performance or otherwise, without posting any bond or other undertaking, for any actual or threatened breach of this Section 5.17. (d) Notwithstanding anything in the distribution foregoing that may be deemed to the contrary, in no event shall any of roofing materials, drywall or ceiling tile and related accessories anywhere in the United States or Canada. Notwithstanding the foregoing, the restrictions set forth in (i) this Section 4.14 shall not 5.17 apply in any respect to any portfolio company acquirer of CD&R FundSeller or any ultimate parent of Seller or any of such acquirer’s other Affiliates (or, in any business combination transaction involving Seller or any ultimate parent of Seller, the Purchaser Parties counterparty to that transaction or any Affiliated Fund of its Affiliates) and (or ii) Section 5.17(a) apply in any controlled Affiliate of any such portfolio company), except respect to the extent CD&R Fund, the Purchaser Parties or any Affiliated Fund (other than their respective portfolio companies or controlled Affiliates thereof) either directs or causes such portfolio company (or controlled Affiliate) to take an action that would be a breach existing businesses of this Section 4.14 if CD&R Fund Seller and its Subsidiaries or the Purchaser Parties had taken such action; provided that service by one or more representatives currently contemplated business line expansion set forth on Section 5.17(d) of the Purchaser Parties, CD&R Fund or any Affiliated Fund as a director of a portfolio company shall not, on its own, constitute directing or causing such portfolio company (or controlled Affiliate) to take any action that would be a breach of this Section 4.14 if the Purchaser Parties or CD&R Fund had taken such action. Each of CD&R Fund and the Purchaser Parties shall not, and shall cause the Affiliated Funds not to, vote in their capacity as equityholders in favor of, or fail to exercise a contractual veto right over, an action by such portfolio company (or controlled Affiliate) that would be a breach of this Section 4.14 if CD&R Fund or the Purchaser Parties had taken such actionSeller Disclosure Schedule.