Common use of Covenant Not to Compete Clause in Contracts

Covenant Not to Compete. (a) In furtherance of the ----------------------- sale of the Shares, the HEA Membership Interests and the SMMSLP LP Interests to Buyer hereunder, Parent covenants and agrees that, for a period ending on the fourth anniversary of the Closing Date, neither Parent nor any of its Affiliates (which term for purposes of this Section 8.5 shall not include any Person who ----------- may acquire control of Parent after the Closing Date and any Affiliates of such Person immediately prior to such acquisition) will engage, directly or indirectly, anywhere in the world where the Business is conducted by the Companies as of the Closing Date in business activities that are competitive with the Business as conducted by the Companies on the Closing Date (the interest or business that includes such conflicting competitive activities is hereinafter referred to as a "Competitive Business"); provided, however, that -------------------- -------- ------- nothing set forth in this Section 8.5 shall prohibit Parent or its Affiliates ----------- from (i) engaging in the businesses conducted by Parent or its Affiliates (excluding the Companies) on the Closing Date and described in Schedule 8.5, ------------ (ii) owning not in excess of 5% in the aggregate of any class of capital stock or other equity interest of any corporation if such stock is publicly traded and listed on any national or regional stock exchange or on the Nasdaq Stock Market, (iii) owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision, subject to compliance with Section 8.5(b), -------------- or (iv) acquiring the assets or capital stock or other equity interests of any other Person engaged in such business subject to compliance with Section 8.5(b); -------------- and provided, further, that nothing set forth in this Section 8.5 shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed by an independent investment advisor from including not in excess of 5% in the aggregate of any class or equity interest of any Person engaged in such Competitive Business.

Covenant Not to Compete. (a) In furtherance If you terminate employment with Surety or if your employment is terminated by Surety and then you compete with Surety, Surety may suffer irreparable harm and damage. Accordingly, you hereby agree that to protect the legitimate business interests of the ----------------------- sale of the SharesSurety, the HEA Membership Interests while you are employed by Surety, and the SMMSLP LP Interests to Buyer hereunder, Parent covenants and agrees that, for a period ending on of 12 months following the fourth anniversary date of the Closing Dateyour termination of employment with Surety, neither Parent nor any of its Affiliates (which term for purposes of this Section 8.5 shall not include any Person who ----------- may acquire control of Parent after the Closing Date and any Affiliates of such Person immediately prior to such acquisition) you will engagenot, directly or indirectly, anywhere without the prior written approval of the Surety’s Board, be directly or indirectly employed as an owner, partner, employee, consultant or in any other capacity by, and you will not become a stockholder in, a surety business in the world where the Business is conducted by the Companies as of the Closing Date in business activities that are competitive with the Business as conducted by the Companies on the Closing Date United States and Canada (the interest or business that includes such conflicting competitive activities is hereinafter referred to as a "Competitive Business"“Competitor”); provided, however, that -------------------- -------- ------- nothing such prohibited activity shall not include the ownership of less than 5% of the outstanding securities of any publicly traded corporation (determined by vote or value) regardless of the business of such corporation; and provided further that such prohibited activity shall be expanded to include a surety business outside the United States and Canada should, during the term of this Agreement, Surety do “substantial” business outside the United States and Canada. Upon your written request, the Board will determine in its sole discretion whether a business or other entity constitutes a “Competitor” or whether Surety is doing “substantial” business outside the United States and Canada; provided that the Board may require you to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned on the accuracy of such information, and on such other factors as the Board may determine. If any restriction set forth in this Section 8.5 8(c) is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or over too broad a geographic area, it shall prohibit Parent be interpreted to extend only over the maximum period of time, range of activities or its Affiliates ----------- from (i) engaging geographic area as to which it may be enforceable. Notwithstanding anything contained in this Agreement to the businesses conducted by Parent or its Affiliates (excluding contrary, the Companies) on the Closing Date and described in Schedule 8.5, ------------ (ii) owning not in excess of 5% in the aggregate of any class of capital stock or other equity interest of any corporation if such stock is publicly traded and listed on any national or regional stock exchange or on the Nasdaq Stock Market, (iii) owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision, subject to compliance with Section 8.5(b), -------------- or (iv) acquiring the assets or capital stock or other equity interests of any other Person engaged in such business subject to compliance with Section 8.5(b); -------------- and provided, further, that nothing restriction set forth in this Section 8.5 8(c) shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed by an independent investment advisor from including not in excess terminate on the later of 5% in (i) the aggregate expiration of any class the Protection Period or equity interest (ii) the expiration of any Person engaged in such Competitive Businessthe 12 month period following the date of your termination of employment with Surety during the Protection Period.

Covenant Not to Compete. During the Initial Term or any Renewal Term of this Agreement and for the Restricted Period, Employee shall not directly or indirectly engage in any business or activity of any nature whatsoever, which is substantially competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within fifty (a50) In furtherance miles of the ----------------------- places of business of Employer or any MVB Financial subsidiaries or affiliates (the “Restricted Territory”), nor shall Employee sell, or solicit the sale of the Sharesof, the HEA Membership Interests and the SMMSLP LP Interests to Buyer hereunder, Parent covenants and agrees that, for a period ending on the fourth anniversary of the Closing Date, neither Parent nor any of its Affiliates (which term for purposes of this Section 8.5 shall not include any Person who ----------- may acquire control of Parent after the Closing Date and any Affiliates of such Person immediately prior to such acquisition) will engageservices or products related thereto, directly or indirectly, anywhere in the world where the Business is conducted by the Companies as to any of the Closing Date customers of Employer or any MVB Financial subsidiaries or affiliates. Without limitation of the foregoing, Employee shall not be, or serve as, a proprietor, partner, officer, director, stockholder [except a stockholder of not more than five percent (5%) of the outstanding stock of any company listed on a national securities exchange or traded over the counter], employee, sales representative or consultant for any organization, company or business entity of any type which engages in any business activities that are or activity of any nature whatsoever, which is competitive with the Business business of Employer or any MVB Financial subsidiaries or affiliates within the Restricted Territory. In the event this covenant not to compete shall be deemed by any court or body of competent jurisdiction to be unenforceable in whole or in part by reason of its extending for too long a period of time, or too great a geographical area or over too great a range of activities, or overly broad in any other respect or for any other reason, then and in such event this Agreement shall be deemed modified and interpreted to extend over only such maximum period of time, geographical area or range of activities, or otherwise, so as conducted by the Companies on the Closing Date to render these provisions valid and enforceable, and as so modified, these provisions shall be enforceable and enforced. BY SIGNING THIS AGREEMENT, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (the interest or business that includes such conflicting competitive activities is hereinafter referred to as a "Competitive Business"); providedA) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, howeverDISCUSSED, that -------------------- -------- ------- nothing set forth in this Section 8.5 shall prohibit Parent or its Affiliates ----------- from (i) engaging in the businesses conducted by Parent or its Affiliates (excluding the Companies) on the Closing Date and described in Schedule 8.5, ------------ (ii) owning not in excess of 5% in the aggregate of any class of capital stock or other equity interest of any corporation if such stock is publicly traded and listed on any national or regional stock exchange or on the Nasdaq Stock MarketREVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, (iiiB) owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decisionSPECIAL, subject to compliance with Section 8.5(b)SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENT, -------------- or AND (ivC) acquiring the assets or capital stock or other equity interests of any other Person engaged in such business subject to compliance with Section 8.5(b); -------------- and providedTHIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDED, furtherHOWEVER, that nothing set forth in this Section 8.5 shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed by an independent investment advisor from including not in excess of 5% in the aggregate of any class or equity interest of any Person engaged in such Competitive BusinessTHAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYER.

Covenant Not to Compete. (a) In furtherance of the ----------------------- sale of the Shares, the HEA Membership Interests and the SMMSLP LP Interests to Buyer hereunder, Parent covenants and Seller agrees that, for a during the 3-year period ending on immediately following the fourth anniversary Closing, Seller shall not and shall cause its Subsidiaries, not to, within those countries set forth in Section 5.12 of the Closing DateCompany Disclosure Schedule, neither Parent nor any of its Affiliates (which term for purposes of this Section 8.5 shall not include any Person who ----------- may acquire control of Parent after the Closing Date and any Affiliates of such Person immediately prior to such acquisition) will engage, directly or indirectly, anywhere in or directly or indirectly acquire, any ownership interest in any firm, corporation, partnership, proprietorship, limited liability company or other business entity that engages in the world where the Business is conducted by the Companies as manufacturing of the Closing Date in business activities that are competitive with the Business as conducted by the Companies on the Closing Date nitrogen (the interest or business that includes such conflicting competitive activities is hereinafter referred to as a "Competitive “Competing Business"”); provided, however, (i) that -------------------- -------- ------- nothing set forth the restrictions contained in this Section 8.5 5.12 shall prohibit Parent not restrict the ownership by Seller, its Subsidiaries, directly or its Affiliates ----------- from (i) engaging indirectly, of less than 2% of the outstanding capital stock of any publicly traded company engaged in the businesses conducted by Parent or its Affiliates (excluding the Companies) on the Closing Date and described in Schedule 8.5a Competing Business, ------------ (ii) owning it shall not in excess be a violation of 5this Section 5.12 to operate a Competing Business that has been acquired by such Person, provided that such Competing Business accounted for less than 10% in of the aggregate net revenues of any class the total business acquired and such Competing Business is sold within 12 months of capital stock or other equity interest of any corporation if such stock is publicly traded and listed on any national or regional stock exchange or on the Nasdaq Stock Marketacquisition, (iii) owning an interest acquired as nothing herein contained shall be construed to prevent Seller or its Affiliates from acquiring or merging with any business, Person or entity fifty percent (50%) or more of whose consolidated revenues for the most recently completed fiscal year prior to such acquisition were derived from businesses other than a creditor Competing Business and, in bankruptcy or otherwise than by a voluntary investment decisionsuch case, subject continuing to compliance with Section 8.5(b)operate such Competing Business, -------------- or (iv) acquiring nothing herein contained shall be construed to prevent Seller or its Affiliates from being acquired (through a merger or otherwise) by any business, Person or entity (a “Potential Acquirer”) who operates a Competing Business and who after such acquisition continues to operate a Competing Business so long as Seller and its direct subsidiaries do not operate a Competing Business and (v) that this Section 5.12 shall not apply to, prohibit or in anyway inhibit the assets Seller or capital stock its Subsidiaries from owning or other equity interests of any other Person engaged operating its facility in such business subject to compliance with Section 8.5(b)North Bend, Ohio; -------------- and provided, further, further that nothing set forth in this Section 8.5 5.12 shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed by an independent investment advisor the Seller or its Subsidiaries from including not in excess of 5% buying, selling, trading or hedging natural gas, nitrogen or fertilizer in the aggregate Ordinary Course of any class or equity interest of any Person engaged in such Competitive Business.

Covenant Not to Compete. (a) In furtherance During the period commencing on the date hereof and continuing until the expiration of one (1) year from the date on which Xx. Xxxxxxxxx’x employment with the Company terminates (the “Restricted Period”), Xx. Xxxxxxxxx shall not, without the prior written consent of the ----------------------- sale of Company, which consent the Shares, the HEA Membership Interests and the SMMSLP LP Interests to Buyer hereunder, Parent covenants and agrees that, for a period ending on the fourth anniversary of the Closing Date, neither Parent nor any of Company may grant or withhold in its Affiliates (which term for purposes of this Section 8.5 shall not include any Person who ----------- may acquire control of Parent after the Closing Date and any Affiliates of such Person immediately prior to such acquisition) will engagesole discretion, directly or indirectly, anywhere for her own account or the account of others, in any geographic areas in which Xx. Xxxxxxxxx provided services to the world where Company, or about which Xx. Xxxxxxxxx obtained Proprietary Information, during the Business is conducted last two years of her employment by the Companies Company, as an employee, consultant, partner, officer, director or stockholder (other than a holder of less than five percent (5%) of the Closing Date in business activities that are competitive with the Business as conducted by the Companies on the Closing Date (the interest or business that includes such conflicting competitive activities is hereinafter referred to as a "Competitive Business"); provided, however, that -------------------- -------- ------- nothing set forth in this Section 8.5 shall prohibit Parent or its Affiliates ----------- from (i) engaging in the businesses conducted by Parent or its Affiliates (excluding the Companies) on the Closing Date issued and described in Schedule 8.5, ------------ (ii) owning not in excess of 5% in the aggregate of any class of capital outstanding stock or other equity interest securities of an issuer whose securities are publicly traded) engage in the importing, production, marketing, sale or distribution to distributors of any corporation if such stock beer, malt beverage, hard cider or product produced by the Company at any time during Xx. Xxxxxxxxx’x tenure as an employee of the Company (i) which is publicly traded either produced outside of the United States and listed on any national imported into the United States or regional stock exchange or on produced within the Nasdaq Stock Market, United States and (iiiii) owning an interest acquired as which has a creditor in bankruptcy or otherwise than by a voluntary investment decision, subject to compliance with Section 8.5(b), -------------- or wholesale price within twenty-five percent (iv25%) acquiring of the assets or capital stock or other equity interests wholesale price of any of the Company’s products, including but not limited to products marketed under the trade names XXXXXX XXXXX, TWISTED TEA, ANGRY ORCHARD, TRULY, DOGFISH HEAD and such other Person engaged trade names as the Company may use to market its products during Xx. Xxxxxxxxx’x employment with the Company. Xx. Xxxxxxxxx acknowledges that she has read and understands this provision, and that she has agreed to it knowingly and voluntarily, in such business subject order to compliance with Section 8.5(b); -------------- and providedobtain the benefits provided to Xx. Xxxxxxxxx by the Company. Notwithstanding the foregoing, further, that nothing set forth in this Section 8.5 shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed by an independent investment advisor from including not in excess of 5% in the aggregate event that you breach your fiduciary duty to the Company, and/or you have unlawfully taken, physically or electronically, property belonging to the Company, the Restricted Period shall be twenty-four (24) months from the date of any class or equity interest of any Person engaged in such Competitive Businessyour employment termination.

Covenant Not to Compete. (a) In furtherance of Sellers agree that during the ----------------------- sale of the Shares, the HEA Membership Interests and the SMMSLP LP Interests to Buyer hereunder, Parent covenants and agrees that, for a period ending on the fourth anniversary of the Closing DateRestricted Period, neither Parent Sellers nor any of its their Affiliates (which term for purposes of this Section 8.5 shall not include any Person who ----------- may acquire control of Parent after the Closing Date and any Affiliates of such Person immediately prior to such acquisition) will engageshall, directly or indirectly, engage, manage, operate, control, finance or have any ownership interest in any firm, corporation, partnership, proprietorship or other Person that engages in, manages or operates a business that competes with the Business (each, a “Competing Business”) anywhere in the world where the Business is conducted by the Companies as of the Closing Date in business activities that are competitive with the Business as conducted by the Companies on the Closing Date (the interest or business that includes such conflicting competitive activities is hereinafter referred to as a "Competitive Business")world; provided, however, that -------------------- -------- ------- nothing set forth in it shall not be a violation of this Section 8.5 shall prohibit Parent 5.11(a) for Sellers or its any of their respective Affiliates ----------- from (i) engaging in to own, directly or indirectly, solely as an investment, securities of any Person that are traded on a national securities exchange or the businesses conducted by Parent Nasdaq Stock Market (or its a recognized securities exchange outside the U.S.) if Sellers or any of their respective Affiliates (excluding x) are not controlling Persons or members of a group that controls such Person and (y) do not, directly or indirectly, own more than 5% or more of the Companies) on the Closing Date and described in Schedule 8.5voting securities of such Person, ------------ (ii) owning not to acquire after the Closing, directly or indirectly, the equity or assets of, or otherwise become affiliated with or participate in, any enterprise that derives less than 25% of its total annual revenue from a Competing Business, if Sellers divest, or signs a definitive agreement to divest (and subsequently divests), as soon as reasonably practicable (and in excess any event within 18 months after the closing date of 5% such acquisition), its interest in such enterprise relating to the aggregate of any class of capital stock or other equity interest of any corporation if such stock is publicly traded and listed on any national or regional stock exchange or on the Nasdaq Stock MarketCompeting Business, (iii) owning an interest acquired as a creditor in bankruptcy to continue operating any of the Excluded Assets or otherwise any existing lines of business of AAR CORP. or its Affiliates other than the Business, including the operation of the pallet, shelter and container business by a voluntary investment decisionAAR Manufacturing, subject to compliance with Section 8.5(b), -------------- or (iv) acquiring to perform the assets activities contemplated by the Ancillary Agreements. None of the provisions of this Section 5.11(a) shall operate to prohibit, hinder, impede or capital stock restrict from engaging in a Competing Business in any way, any Person which by way of takeover, acquisition, merger, combination or other equity interests similar transaction acquires a controlling or significant interest in any Seller or any of any other Person engaged in its Affiliates (provided that such business Seller and its Affiliates as of the date of such transactions shall continue to be subject to compliance with Section 8.5(b); -------------- and provided, further, that nothing set forth in the provisions of this Section 8.5 5.11(a) after any such transaction). For purposes of this Section 5.11, the term “Affiliate” shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed by an independent investment advisor from including not in excess of 5% in the aggregate of include any class or equity interest of any Person engaged in such Competitive BusinessPersons that are individuals.

Covenant Not to Compete. (a) In furtherance of the ----------------------- sale of the Shares, the HEA Membership Interests and the SMMSLP LP Interests to Buyer hereunder, Parent covenants and agrees that, for For a period ending on the fourth anniversary of three (3) years following the Closing DateDate (the "Applicable Period"), neither the Elan Parent nor any of its Affiliates Subsidiaries, nor its or their respective successors or assigns nor any of its or their respective agents acting on their behalf, shall engage, license or assist another to engage (which term for purposes restriction with respect to assisting others will commence on the Original Agreement Date) in the marketing, distribution or sale of (i) Skelaxin, any Skelaxin Product Improvement or any Generic Skelaxin in the Skelaxin Territory or (ii) Sonata, any Sonata Line Extension, or any Generic Sonata in the Sonata Territory (each, a "Competing Product"). Notwithstanding the foregoing sentence, if the Elan Parent or any of its Subsidiaries signs a definitive agreement with respect to a merger or acquisition by which such Person would acquire rights (other than residual financial rights) in a Competing Product at any time during the Applicable Period, then such Person (or the entity which acquired such Person or into which such Person has merged) shall have nine (9) months from the closing of such definitive agreement to divest itself of such rights in the Competing Product (unless the Acquirors agree in writing that such divestiture is not required) and, during such nine (9) month period, the manufacture, promotion, marketing and/or sale of such Competing Product shall not be in violation of this Section 8.5 shall not include any Person who ----------- may acquire control 8.12. In the case of Parent after divestiture under the Closing Date and any Affiliates preceding sentence, such divestiture can occur by either (x) an outright sale of such Person immediately prior to such acquisition) will engage, directly or indirectly, anywhere all rights in the world where Competing Product to a third party or (y) an out-license to a third party (exclusive as to the Business is conducted by Elan Parent and its Subsidiaries, except that the Companies as Elan Parent and its Subsidiaries may continue manufacturing the Competing Product for the licensee for a reasonable period of time) of the Closing Date in business activities that are competitive with the Business as conducted by the Companies on the Closing Date (the interest or business that includes right to make, have made, use, sell, offer for sale and import such conflicting competitive activities is hereinafter referred to as a "Competitive Business")Competing Product; provided, however, that -------------------- -------- ------- nothing set forth the Elan Parent and its Subsidiaries may only retain residual financial rights to such Competing Product and must not exercise or have the ability to exercise any role or influence in this Section 8.5 shall prohibit Parent or its Affiliates ----------- from (i) engaging in any manner over the businesses conducted by Parent or its Affiliates (excluding the Companies) on the Closing Date and described in Schedule 8.5, ------------ (ii) owning not in excess of 5% in the aggregate performance of any class of capital stock clinical trials with respect to such Competing Product, or the sale, offering for sale or other equity interest promotion of any corporation if such stock is publicly traded and listed on any national or regional stock exchange or on the Nasdaq Stock Market, (iii) owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision, subject to compliance with Section 8.5(b), -------------- or (iv) acquiring the assets or capital stock or other equity interests of any other Person engaged in such business subject to compliance with Section 8.5(b); -------------- and provided, further, that nothing set forth in this Section 8.5 shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed by an independent investment advisor from including not in excess of 5% in the aggregate of any class or equity interest of any Person engaged in such Competitive BusinessCompeting Product.

Covenant Not to Compete. (a) In furtherance The Executive acknowledges and agrees with the Company that during the course of the ----------------------- sale Executive's employment with the Company, the Executive has had and will continue to have the opportunity to develop relationships with existing employees, customers and other business associates of the SharesCompany and the Subsidiaries, which relationships constitute goodwill of the Company, and the Executive acknowledges and agrees that the Company would be irreparably damaged if the Executive were to take actions that would damage or misappropriate such goodwill. The Executive acknowledges that the Company and its Subsidiaries currently engages throughout the United States (the "Territory"), the HEA Membership Interests and the SMMSLP LP Interests to Buyer hereunder, Parent covenants and agrees that, for a period ending on the fourth anniversary business of the Closing Datedevelopment, neither Parent nor any sale, marketing and administration of life insurance, annuities and extended care insurance products (the "Subject Business"). Accordingly, during the term of the Executive's employment with the Company and (i) prior to a Change of Control, and in the case of a voluntary termination by the Executive under paragraph 4(d) or a termination by the Company for Cause under paragraph 4(b), the balance of the term of this Agreement under paragraph 2 as if no termination of employment occurred but notice of termination of the automatic extension was given either by the Executive at the time of his notice of voluntary resignation or given by the Company at the time of its Affiliates notice of termination for Cause, or (which term for purposes of this Section 8.5 shall not include any Person who ----------- may acquire control of Parent ii) after a Change in Control, one year after the Closing Termination Date and any Affiliates of such Person immediately prior to such acquisition) will engage(the "Noncompete Period"), the Executive shall not, directly or indirectly, anywhere enter into, engage in, assist, give or lend funds to or otherwise finance, be employed by or consult with, or have a financial or other interest in, any business which engages in the world where Subject Business, whether for or by himself or as an independent contractor, agent, stockholder, partner or joint venturer for any other person, provided that the Business is conducted aggregate ownership by the Companies as Executive of no more than two percent of the Closing Date in business activities that are competitive with the Business as conducted by the Companies on the Closing Date (the interest or business that includes such conflicting competitive activities is hereinafter referred to as a "Competitive Business"); provided, however, that -------------------- -------- ------- nothing set forth in this Section 8.5 shall prohibit Parent or its Affiliates ----------- from (i) engaging in the businesses conducted by Parent or its Affiliates (excluding the Companies) on the Closing Date and described in Schedule 8.5, ------------ (ii) owning not in excess of 5% in the aggregate outstanding equity securities of any class of capital stock or other equity interest of any corporation if such stock is publicly person, which securities are traded and listed on any a national or regional stock exchange or foreign securities exchange, quoted on the Nasdaq Stock Market, (iii) owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision, subject to compliance with Section 8.5(b), -------------- or (iv) acquiring the assets or capital stock Market or other automated quotation system or, in the case of the Company, of no more than ten percent of the Company's outstanding equity interests securities shall not be deemed to be giving or lending funds to, otherwise financing or having a financial interest in a competitor. In the event that any person in which the executive has any financial or other interest directly or indirectly enters into the Subject Business in the Territory during the Noncompete Period, the Executive shall divest all of his interest (other than any other Person engaged amount permitted under this paragraph) in such business subject to compliance with Section 8.5(b); -------------- and provided, further, that nothing set forth in this Section 8.5 shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed by an independent investment advisor from including not in excess of 5% person within 30 days after such person enters into the Subject Business in the aggregate of any class or equity interest of any Person engaged in such Competitive BusinessTerritory.

Covenant Not to Compete. (a) In furtherance Seller agrees, to the maximum extent not violative of the ----------------------- sale of the Shares, the HEA Membership Interests and the SMMSLP LP Interests to Buyer hereunder, Parent covenants and agrees thatapplicable Law, for a period ending on the fourth anniversary of four (4) years following the Closing Date, neither Parent nor Seller will not, and will not permit any of its Affiliates, to engage anywhere in the world in the Restricted Business provided, however, that nothing herein shall be construed to prevent Seller or its Affiliates from (which term for purposes of this Section 8.5 shall not include any Person who ----------- may acquire control of Parent after the Closing Date and any Affiliates of such Person immediately prior to such acquisitionw) will engageowning, directly or indirectly, anywhere up to 5% of a class of equity securities issued by any Person engaged in the world where the Restricted Business that is publicly traded or listed on any securities exchange or automated quotation system; (x) conducting any business conducted by them on the Companies Closing Date (other than those conducted through the Transferred Companies, with the exception of the Wafer Reclaim Business, the Pigments Business and the Additives Business), including, without limitation, the Chemetall Business, the Wafer Reclaim Business, the Pigments Business and the Additives Business, (y) the business carried on by Rockwood Electronic Materials SAS as of the Closing Date or (z) acquiring any Entity or business, which is not substantially engaged in business activities that are competitive with the Business as conducted by the Companies on the Closing Date (the interest or business that includes such conflicting competitive activities is hereinafter referred to as a "Competitive Restricted Business"); provided, however, that -------------------- -------- ------- nothing set forth if more than 15% of the revenues of the acquired Entity or business is attributed to the Restricted Business, Seller will or will cause its applicable Affiliate, as the case may be, to use reasonable efforts to dispose of such portion of such Entity or business to the extent that it engages in the Restricted Business within twelve (12) months of the consummation of such acquisition by Seller or such Affiliate. For purposes of this Section 8.5 shall prohibit Parent or its Affiliates ----------- from (i) engaging 4.13(a), “not substantially engaged in the businesses conducted by Parent Restricted Business” shall mean that no more than 30% of the revenue derived from the last complete fiscal year of such acquired Entity or its Affiliates business (excluding calculated on a consolidated basis) was attributed to the Companies) on the Closing Date and described in Schedule 8.5, ------------ (ii) owning not in excess of 5% in the aggregate of any class of capital stock or other equity interest of any corporation if such stock is publicly traded and listed on any national or regional stock exchange or on the Nasdaq Stock Market, (iii) owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision, subject to compliance with Section 8.5(b), -------------- or (iv) acquiring the assets or capital stock or other equity interests of any other Person engaged in such business subject to compliance with Section 8.5(b); -------------- and provided, further, that nothing set forth in this Section 8.5 shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed by an independent investment advisor from including not in excess of 5% in the aggregate of any class or equity interest of any Person engaged in such Competitive Restricted Business.

Covenant Not to Compete. (a) In furtherance Intel shall not be required to agree to any covenants including without limitation any covenant not to compete or any covenant not to solicit any of the ----------------------- sale customers, employees or suppliers of any party to the Transaction. Furthermore, notwithstanding the foregoing, the obligation of Orbotech to sell its shares (the “Orbotech Transaction”) pursuant to this Article 29B shall be subject to the condition that the only representations, warranties or indemnities that Orbotech shall be required to make in connection with the Orbotech Transaction are representations, warranties and indemnities concerning (i) legal ownership of the SharesCompany’s securities to be sold by Orbotech (the “Orbotech Securities”), and (ii) the HEA Membership Interests corporate authority of Orbotech to convey title to the Orbotech Securities, and the SMMSLP LP Interests ability to Buyer hereunderdo so free and clear of liens, Parent covenants encumbrances or adverse claims (the “Orbotech Required Obligations”). The Orbotech Required Obligations shall be in the same form as those to be given by each of the other shareholders of the Company and agrees thatshall be given by Orbotech on a several (but not joint) basis only. 29C. STAND STILL Notwithstanding anything to the contrary in these Articles, any issuance of securities by the Company, and any sale, transfer, pledge, encumbrance or other disposal of any of the securities of the Company (by the Company or any shareholder), or any other action (including repurchase of any shares of the Company by the Company or by any subsidiary thereof), other than any action in which the provisions of Article 29B (Bring Along) shall apply, which results in a Strategic Investor (as defined below) whether or not a shareholder of the Company, holding (together with affiliates, Permitted Transferees, or other parties acting in concert with it) more than 20% of the voting rights in the Company, is prohibited unless approved in writing in advance by the Majority Preferred Shareholders (excluding, for a period ending the purposes of such majority, any Strategic Investors and their affiliates and Permitted Transferees or other parties acting in concert with them) and on the fourth anniversary terms and conditions approved by them. Any of the Closing Date, neither Parent nor any of its Affiliates (which term for purposes of this Section 8.5 shall not include any Person who ----------- may acquire control of Parent after the Closing Date and any Affiliates of such Person immediately prior to such acquisition) will engage, directly or indirectly, anywhere in the world where the Business is conducted by the Companies as of the Closing Date in business activities that are competitive with the Business as conducted by the Companies on the Closing Date (the interest or business that includes such conflicting competitive activities is hereinafter referred to as a "Competitive Business"); provided, however, that -------------------- -------- ------- nothing transactions set forth in this Section 8.5 the forgoing sentence not so approved shall prohibit Parent or its Affiliates ----------- from (i) engaging be null and void and shall not be registered in the businesses conducted by Parent Company’s Shareholders Register. For purpose hereof a “Strategic Investor” shall mean a corporation or its Affiliates (excluding other business entity whose business is related to the Companies) on the Closing Date Company’s business and described in Schedule 8.5, ------------ (ii) owning not in excess of 5% who is likely to have a business or technologic interest in the aggregate of any class of capital stock or other equity interest of any corporation if such stock is publicly traded and listed on any national or regional stock exchange or on the Nasdaq Stock MarketCompany’s business, (iii) owning as distinguished from an interest acquired as for the sole purpose of a creditor in bankruptcy or otherwise than by a voluntary investment decision, subject to compliance with Section 8.5(b), -------------- or (iv) acquiring the assets or capital stock or other equity interests of any other Person engaged in such business subject to compliance with Section 8.5(b); -------------- and provided, further, that nothing set forth in this Section 8.5 shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed by an independent investment advisor from including not in excess of 5% in the aggregate of any class or equity interest of any Person engaged in such Competitive Business.financial investment. CALLS

Covenant Not to Compete. (a) In furtherance of the ----------------------- sale of the Shares, the HEA Membership Interests and the SMMSLP LP Interests to Buyer hereunder, Parent covenants and Seller agrees that, that for a period ending on (such period, the fourth “Non-Compete Expiration Date”) between the Closing Date and the earliest to occur of (i) the third anniversary of the Closing Date; (ii) the first anniversary of the date of a Buyer Change of Control; and (iii) the first anniversary of the date of a Seller Change of Control, neither Parent nor any of Seller shall not, and shall cause its Affiliates (which term for purposes of this Section 8.5 shall not include any Person who ----------- may acquire control of Parent after the Closing Date and any Affiliates of such Person immediately prior to such acquisition) will engageto, directly or indirectly, anywhere manage, operate, control, engage or acquire any ownership interest in any firm, corporation, partnership, proprietorship or other business entity that engages in a business in competition with Buyer with respect to the world where Base PM Business, as the Base PM Business is has been conducted by during the Companies as twelve (12) month period preceding the date of the Closing Date in business activities that are competitive with the Business as conducted by the Companies this Agreement, on the Closing Date a worldwide basis (the interest or business that includes such conflicting competitive activities is hereinafter referred to as each a "Competitive “Seller Competing Business"”); provided, however, that -------------------- -------- ------- nothing set forth it shall not be a violation of this Section 7.7(a) for Seller or any of its Affiliates (i) to own, directly or indirectly, solely as an investment, securities of any Person that are traded on a national securities exchange (or a securities exchange outside the U.S.) if Seller or any of its Affiliates (A) is not a controlling Person or a member of a group that controls such Person and (B) does not, directly or indirectly, own more than 5% of the voting securities of such Person, (ii) to directly or indirectly acquire any Person that includes a Seller Competing Business that, at the time of such acquisition, constituted less than 20% of the assets or revenue of such Person, provided that Seller disposes of such Seller Competing Business within twelve (12) months after the closing date of such acquisition (regardless of whether such twelve (12) month period extends beyond the Non-Compete Expiration Date) or (iii) provide services pursuant to the Transition Services Agreement. Also, in the event that from the period between the Closing Date until the Non-Compete Expiration Date, Seller completes a business combination transaction with a Person that is engaged in any Seller Competing Business, which transaction results in such Person beneficially owning more than 50% of the voting power of the voting securities of Seller outstanding immediately prior to the consummation of such transaction (a “Seller Change of Control”), such Person and its Affiliates (other than Seller (or the surviving entity of Seller or successor in interest of Seller or its assets) and its Subsidiaries) shall not be subject to the restrictions in this Section 8.5 shall prohibit Parent or 7.7(a) and Buyer and its Affiliates ----------- from (i) engaging in the businesses conducted by Parent or its Affiliates (excluding the Companies) on the Closing Date and described in Schedule 8.5, ------------ (ii) owning shall not in excess of 5% in the aggregate of any class of capital stock or other equity interest of any corporation if such stock is publicly traded and listed on any national or regional stock exchange or on the Nasdaq Stock Market, (iii) owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision, be subject to compliance with the restrictions in Section 8.5(b7.7(b). For avoidance of doubt, -------------- or (iv) acquiring the assets or capital stock or other equity interests of any other Person engaged in such business subject to compliance with Section 8.5(b); -------------- and provided, further, that nothing set forth in this Section 8.5 7.7(a) shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed by an independent investment advisor prevent Seller or any of its Affiliates from including operating, and it shall not in excess be a violation of 5% in this Section 7.7(a) for Seller or any of its Affiliates to operate, the aggregate of any class or equity interest of any Person engaged in such Competitive Non-PM Business.

Covenant Not to Compete. Executive agrees that if, and only if, (i) Executive is terminated by Employer with Cause; (ii) Executive resigns without Good Reason from his employment with Employer; or (iii) on or after a Change in Control, Executive is terminated without Cause or resigns for Good Reason and receives a CIC Lump Sum Payment; then for a period of twelve (12) months from the date when Executive’s employment with Employer ends, he shall not (a) In furtherance of the ----------------------- sale of the Shares, the HEA Membership Interests and the SMMSLP LP Interests to Buyer hereunder, Parent covenants and agrees that, for a period ending on the fourth anniversary of the Closing Date, neither Parent nor any of its Affiliates (which term for purposes of this Section 8.5 shall not include any Person who ----------- may acquire control of Parent after the Closing Date and any Affiliates of such Person immediately prior to such acquisition) will engagebecome employed or retained by, directly or indirectly, anywhere any bank or other regulated financial services institution with an office or operating branch in the world where the Business is conducted by the Companies as any county in New Jersey within which TRCB or any other then existing subsidiary of the Closing Date in business activities that are competitive with the Business as conducted by the Companies on the Closing Date (the interest TRB maintains an office or business that includes such conflicting competitive activities is hereinafter referred to as a "Competitive Business"); providedbranch, however, that -------------------- -------- ------- nothing set forth in this Section 8.5 shall prohibit Parent which bank or its Affiliates ----------- from institution (i) engaging in the businesses conducted by Parent directly competes with TRCB or its Affiliates (excluding the Companies) on the Closing Date any other then existing subsidiary of TRB, and described in Schedule 8.5, ------------ (ii) owning not in excess could reasonably be expected to materially adversely affect the revenues generated by TRCB or any other then existing subsidiary of 5% in the aggregate of any class of capital stock or other equity interest of any corporation if such stock is publicly traded and listed on any national or regional stock exchange or on the Nasdaq Stock MarketTRB, (iii) owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision, subject to compliance with Section 8.5(b), -------------- or (ivb) acquiring solicit, entice or induce any person who, at any time during the assets one year period through such date was, or capital stock at any time during the period of twelve (12) months from the date when Executive’s employment with Employer ends is, either an employee of Employer in a senior managerial, operational or other equity interests lending capacity, or a highly skilled employee with access to and responsibility for any confidential information, to become employed or engaged by Executive or any person, firm, company or association in which Executive has an interest; approach any such person for any such purpose; or authorize or knowingly approve the taking of such actions by any other Person engaged person or entity. Executive acknowledges that the terms and conditions of this restrictive covenant are reasonable and necessary to protect TRB, its subsidiaries, and its affiliates, and that Employer’s tender of performance under this Agreement, including the payment of the CIC Lump Sum Payment, is fair, adequate and valid consideration in such business subject exchange for his promises under this Paragraph 15 of this Agreement. Executive further acknowledges that his knowledge, skills and abilities are sufficient to compliance permit him to earn a satisfactory livelihood without violating the provisions of this Paragraph 15. Executive agrees that, should Employer reasonably conclude that Executive has failed to fully comply with Section 8.5(b); -------------- and provided, further, that nothing set forth in all of the terms of this Section 8.5 15, Employer may apply to a court of competent jurisdiction for such equitable relief as Employer believes to be necessary and effective, and may pursue a claim against Executive for damages. Executive further agrees that Executive shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed reimburse Employer for all legal fees incurred by an independent investment advisor from including not Employer in excess (i) applying for and securing such equitable relief as is granted under the preceding sentence, and (ii) asserting and pursuing a claim for damages under the preceding sentence which is adjudicated wholly or partially in favor of 5% in the aggregate of any class or equity interest of any Person engaged in such Competitive BusinessEmployer.

Covenant Not to Compete. (a) In furtherance of the ----------------------- sale of the Shares, the HEA Membership Interests and the SMMSLP LP Interests Shares to Buyer hereunderhereunder and to protect more effectively the value and goodwill of the Business, Parent Seller covenants and agrees that, for a period commencing on the Closing Date and ending on the fourth fifth anniversary of the Closing Date, neither Parent nor none of Seller Parent, Seller or any of its Affiliates (which term for purposes of this Section 8.5 shall not include any Person who ----------- may acquire control of Parent after the Closing Date their respective direct and any Affiliates of such Person immediately prior to such acquisition) indirect subsidiaries will engage, directly or indirectlyindirectly own, anywhere in the world where the Business is conducted by the Companies as of the Closing Date in manage, operate, control, or otherwise carry on, a business activities that are directly competitive with the Business as conducted by the Companies Opco on the Closing Date date hereof anywhere in the United States (it being understood by the interest or business parties hereto that includes such conflicting competitive the prohibited activities is hereinafter referred are not limited to as a "Competitive Business")any particular region because the Business has been conducted by Opco throughout the United States and the prohibited activities may be engaged in effectively from any location in the United States; provided, however, that -------------------- -------- ------- nothing set forth in this Section 8.5 8.4 shall prohibit Parent Seller Parent, Seller or its Affiliates ----------- any of their respective direct or indirect subsidiaries from (i) engaging owning not in excess of 5% of the securities of a corporation which engages in such proscribed conduct if such securities are traded on a national securities exchange or the NASDAQ National Market System or are traded publicly in the businesses conducted by Parent or its Affiliates (excluding the Companies) on the Closing Date and described in Schedule 8.5over-the-counter market, ------------ (ii) owning not in excess of a 5% interest in the aggregate of any class of capital stock or other equity interest of any corporation if Person which engages in such stock is publicly traded and listed on any national or regional stock exchange or on the Nasdaq Stock Marketproscribed conduct, (iii) owning having an ownership interest acquired otherwise proscribed by this Section 8.4 if such interest arises as a creditor result of the acquisition of, or merger or consolidation with, a business not principally engaged in bankruptcy or otherwise than by a voluntary investment decisionthe proscribed conduct, subject to compliance with Section 8.5(b), -------------- or (iv) acquiring being acquired by, including by merger or consolidation (other than a merger or consolidation in which Seller Parent, Seller or any of their respective direct or indirect subsidiaries is the surviving entity) with, any Person which has total revenues greater than the total revenues of Seller and which engages in the proscribed conduct, or (v) in connection with an employee benefit plan, the assets or capital stock or other equity interests of any other Person engaged in such business subject to compliance with Section 8.5(b); -------------- and provided, further, that nothing set forth in this Section 8.5 shall prohibit -------- ------- ----------- American Home Shield's investment portfolio which are managed by an independent investment advisor from including advisor, invest in any Person which engages in such proscribed conduct. For purposes of clause (iii) above, an acquired business entity shall not in excess of 5% be principally engaged in the aggregate proscribed conduct if its revenues from sales of any class or equity interest products which would be proscribed hereunder represent less than 20% of any Person engaged in such Competitive Businessits total revenues.

Covenant Not to Compete. (a) In furtherance of the ----------------------- sale of the Shares, the HEA Membership Interests and the SMMSLP LP Interests to Buyer hereunder, Parent covenants and Seller agrees that, that for a period ending on the fourth anniversary of five years after the Closing Date, neither Parent Seller nor any of its Affiliates (which term for purposes of this Section 8.5 shall not include any Person who ----------- may acquire control of Parent after the Closing Date and any Affiliates of such Person immediately prior to such acquisition) will engagesubsidiaries will, directly or indirectly, anywhere own, manage, operate, join or control, or participate in ownership, management, operation or control of, any business whether in corporate, proprietorship or partnership form or otherwise as more than a ten percent owner in such business where such business is competitive with the Business in providing onshore oil field rig workover services and is within a 75-mile radius of any of Purchaser's facilities now existing or Seller's or Holdings' facilities used in the world where Business or in the Business is conducted by operation of the Companies Assets as of the Closing Date Date. The foregoing does not restrict Seller or its subsidiaries from owning or operating drilling rigs. The parties hereto specifically acknowledge and agree that the remedy at law for any breach of the foregoing will be inadequate and that Purchaser, in business activities addition to any other relief available to it, shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage. Seller acknowledges that are competitive with this covenant not to compete is being provided as an inducement to Purchaser to acquire the Business as conducted by the Companies on the Closing Date (the interest or business Stock and that includes such conflicting competitive activities is hereinafter referred to as a "Competitive Business"); provided, however, that -------------------- -------- ------- nothing set forth in this Section 8.5 shall prohibit Parent 7.7 contains reasonable limitations as to time, geographical area and scope of activity to be restrained that do not impose a greater restraint than is necessary to protect the goodwill or its Affiliates ----------- from (i) engaging other business interest of Purchaser in the businesses conducted Business. Whenever possible, each provision of this Section 7.7 shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Section 7.7 is prohibited by Parent or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remaining provisions of this Section 7.7. If any provision of this Section 7.7 is, for any reason, judged by any court of competent jurisdiction to be invalid or unenforceable, such judgment shall not affect, impair or invalidate the remainder of this Section 7.7 but shall be confined in its Affiliates (excluding operation to the Companies) on the Closing Date and described in Schedule 8.5, ------------ (ii) owning not in excess provision of 5% this Section 7.7 directly involved in the aggregate controversy in which such judgment has been rendered. If the provisions of any class of capital stock or other equity interest of any corporation if such stock is publicly traded and listed on any national or regional stock exchange or on the Nasdaq Stock Market, (iii) owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision, subject to compliance with Section 8.5(b), -------------- or (iv) acquiring the assets or capital stock or other equity interests of any other Person engaged in such business subject to compliance with Section 8.5(b); -------------- and provided, further, that nothing set forth in this Section 8.5 7.7 are ever deemed to exceed the time or geographic limitations permitted by applicable laws, then such provisions shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed be reformed to the maximum time or geographic limitations permitted by an independent investment advisor from including not in excess of 5% in the aggregate of any class or equity interest of any Person engaged in such Competitive Businessapplicable law.

Covenant Not to Compete. (a) In furtherance order to assist me in the performance of the ----------------------- sale my duties, Company agrees to provide me with certain Proprietary Information belonging to Company, to which I previously did not have access, and which I promise not to disclose, as further specified in paragraph 3 above. In consideration of the SharesCompany’s provision to me of this certain Proprietary Information, the HEA Membership Interests I agree that during my employment and the SMMSLP LP Interests to Buyer hereunder, Parent covenants and agrees that, for a period ending on of [ ] months after the fourth anniversary date that my employment is terminated (collectively the “Covenant Period”), for any reason or no reason, I will not, in any part of the Closing DateTerritory (as defined below) perform the same or similar job duties, neither Parent nor responsibilities, and services that I have performed, am currently performing, or will in the future perform for the Company during my employment (“Company Services”) for any of its Affiliates Competitor (which term for as defined below). For the purposes of this Agreement, Territory is defined as the territory within 150 miles of (x) any ice manufacturing facility or ice manufacturing equipment owned or operated by the Company or its Subsidiaries or acquired by the Company after the date hereof or (y) any facility, company or territory being actively evaluated by the Company during the Term, which active evaluation I had actual knowledge of, as a likely acquisition or expansion opportunity within the twelve (12) months preceding the termination of my employment. For the purposes of this Agreement, a Competitor is defined as any business which directly competes with the Company in the ice business. I further agree that during the Covenant Period, I will not own, manage, operate, control, or participate in the ownership, management, operation or control of any Competitor located within the Territory. Notwithstanding the foregoing, this Section 8.5 12.1 shall not include any Person who ----------- may acquire control of Parent after the Closing Date and any Affiliates of such Person immediately prior to such acquisition) will engage, directly or indirectly, anywhere preclude me from investing my personal assets in the world where the Business is conducted by the Companies as of the Closing Date in business activities that are competitive with the Business as conducted by the Companies on the Closing Date (the interest or business that includes such conflicting competitive activities is hereinafter referred to as a "Competitive Business"); provided, however, that -------------------- -------- ------- nothing set forth in this Section 8.5 shall prohibit Parent or its Affiliates ----------- from (i) engaging in the businesses conducted by Parent or its Affiliates (excluding the Companies) on the Closing Date and described in Schedule 8.5, ------------ (ii) owning not in excess of 5% in the aggregate of any class of capital stock or other equity interest securities of any corporation or other business entity which is a Competitor if such securities are traded on a national stock is publicly traded and listed on any national exchange, through an automated inter-dealer quotation system or regional stock exchange or on the Nasdaq Stock Market, (iii) owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision, subject to compliance with Section 8.5(b), -------------- or (iv) acquiring the assets or capital stock or other equity interests of any other Person engaged in such business subject to compliance with Section 8.5(b); -------------- and provided, further, that nothing set forth in this Section 8.5 shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed by an independent investment advisor from including not in excess of 5% in the aggregate over-the-counter-market and if such investment does not result in my beneficially owning, at any time, more than 1% of any the class or of publicly-traded equity interest securities of any Person engaged in such Competitive BusinessCompetitor.

Covenant Not to Compete. (a) In furtherance of From and after the ----------------------- sale of the SharesClosing, the HEA Membership Interests and the SMMSLP LP Interests to Buyer hereunder, Parent covenants and agrees that, for a period ending on the fourth anniversary of four (4) years following the Closing Date, neither Parent nor Seller and its Affiliates, successors or assigns shall not, and shall not enter into any agreement to, (i) acquire, lease, purchase, own, operate or use any building, office or other facility or premises located within the 100 mile radius of its Affiliates the City of Chicago (the “Geographic Region”) for the purpose of making loans, accepting deposits, cashing checks, issuing credit cards, debit cards, or prepaid cards, or engaging in all of the businesses in which the Branches are engaged at the Closing Date, which shall be deemed to include, without limitation, provision of brokerage, investment and insurance services, or (ii) use, authorize, license or permit any other Person to use the name “First Bank” (or any variation thereof) for any purpose within the Geographic Region. Notwithstanding the foregoing and subject to the provisions of Section 7.11(d) hereof, the Parties agree that (i) Seller may maintain an office and employees for the purposes of servicing any loan, Commitment, overdraft or other extension of credit that is not a Loan and is originated prior to the Closing (which term for purposes may include renewing, extending the maturity of, or restructuring such extension of this credit), and the Loans that are repurchased from Buyer in accordance with Section 8.5 shall not include any Person who ----------- may acquire control of Parent after the Closing Date 2.6 hereof, and any Affiliates of such Person immediately prior to such acquisition) will engage, directly or indirectly, anywhere in the world where the Business is conducted by the Companies as servicing deposits of the Closing Date in business activities Branches that are competitive excluded as Deposits, and (ii) maintain an office and employees with respect to any Branch that Buyer has excluded from the Business as conducted by Acquisition pursuant to Section 6.12, 6.13, 6.15 or 6.21 hereof and is not able to acquire the Companies Deposits of which on the Closing Date (the interest or business that includes such conflicting competitive activities is hereinafter referred due to as a "Competitive Business")regulatory requirements; provided, however, that -------------------- -------- ------- nothing set forth Buyer agrees that (A) the prohibitions contained in this Section 8.5 7.11 shall prohibit Parent or its Affiliates ----------- from (i) engaging not be applicable to a Person that is not an Affiliate of the Seller on the date hereof and that becomes the successor in the businesses conducted by Parent or its Affiliates (excluding the Companies) on interest to Seller after the Closing Date and described in Schedule 8.5, ------------ (ii) owning not in excess of 5% in the aggregate of any class of capital stock or other equity interest of any corporation if such stock is publicly traded and listed on any national or regional stock exchange or on the Nasdaq Stock MarketPerson’s banking activities at least one (1) year prior to becoming such successor would, (iii) owning an interest acquired as a creditor upon becoming such successor, result in bankruptcy or otherwise than by a voluntary investment decision, subject to compliance with such successor being in breach of this Section 8.5(b7.11(a), -------------- or and (ivB) acquiring the assets or capital stock or other equity interests of any other Person engaged in such business subject to compliance with Section 8.5(b); -------------- and provided, further, that nothing set forth prohibitions contained in this Section 8.5 7.11 shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed not apply to the asset-based lending activities (and only the asset-based lending activities) of First Bank Business Capital, Inc. (it being understood that nothing contained herein shall limit any covenant not to compete or other restrictive covenant of First Bank Business Capital, Inc. under the ABL Purchase Agreement). Nothing contained in this Section 7.11 shall be construed to prevent Buyer from seeking and recovering from Seller damages sustained by an independent investment advisor from including not in excess of 5% in the aggregate it as a result of any class breach or equity interest violation by Seller of any Person engaged in such Competitive Businessthe covenants or agreements contained herein.

Covenant Not to Compete. (a) In furtherance order that Buyers may have and enjoy the full benefit of the ----------------------- sale of the Shares, the HEA Membership Interests and the SMMSLP LP Interests to Buyer hereunderBusiness, Parent covenants agrees that Parent and agrees thatits Subsidiaries will not, for a period ending on without the fourth anniversary written approval of the Closing DateBuyers, neither Parent nor any of its Affiliates (which term for purposes of this Section 8.5 shall not include any Person who ----------- may acquire control of Parent after the Closing Date and any Affiliates of such Person immediately prior to such acquisitioni) will engage, directly or indirectly, in any activity involving the manufacture, production, marketing, advertising, distribution or sale of the products of the Business being produced or sold by the Company on the date hereof or on the Closing Date, or any products in the baked goods industry (the "COMPETITIVE PRODUCTS") anywhere in the world where (the Business is conducted by "COMPETITIVE ACTIVITY"), or (ii) directly or indirectly invest in any equity of or manage, operate or control or become a consultant with respect to any Competitive Activity for any Person that engage in any Competitive Activity for the Companies as of period beginning on the Closing Date in business activities that are competitive with and ending on the Business as conducted by the Companies on fifth anniversary of the Closing Date (the interest or business that includes such conflicting competitive activities is hereinafter referred to as a "Competitive BusinessNONCOMPETITIVE PERIOD"). Notwithstanding the foregoing, nothing contained herein shall limit the right of Parent to hold and make passive investments in securities of any Person that is registered on a national securities exchange or admitted to trading privileges thereon or actively traded in a generally recognized over-the-counter market; provided, howeverthat Parent's and any of Parent's Subsidiaries' aggregate beneficial equity interest therein shall not exceed 5% of the outstanding shares or interests in such Person. Except as the parties hereto shall otherwise agree, for a period of two years after the Closing Date, Parent and its Subsidiaries shall not, directly or indirectly, hire or solicit to hire any Employee of Existing Sub or Buyers to leave (or cause or seek to cause to leave) the employee of Existing Sub or Buyers, provided, that -------------------- -------- ------- nothing set forth in this Section 8.5 shall prohibit the foregoing provision will not prevent Parent from hiring any person (a) whose employment was terminated by Existing Sub or its Affiliates ----------- from (i) engaging in the businesses conducted by Parent or its Affiliates (excluding the Companies) on the Closing Date and described in Schedule 8.5, ------------ (ii) owning not in excess of 5% in the aggregate of any class of capital stock or other equity interest of any corporation if such stock is publicly traded and listed on any national or regional stock exchange or on the Nasdaq Stock Market, (iii) owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision, subject to compliance with Section 8.5(b), -------------- Buyers or (ivb) acquiring the assets who responds to a general solicitation of employment not specifically directed towards employees of Existing Sub or capital stock or other equity interests of any other Person engaged in such business subject to compliance with Section 8.5(b); -------------- and provided, further, that nothing set forth in this Section 8.5 shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed by an independent investment advisor from including not in excess of 5% in the aggregate of any class or equity interest of any Person engaged in such Competitive BusinessBuyers.

Covenant Not to Compete. (a) In furtherance The Employee recognizes that the services to be performed by the Employee hereunder are special, unique and extraordinary and that by reason of his employment hereunder, the Employee will acquire confidential information and trade secrets concerning the Corporation's operation and the operations of the ----------------------- sale Corporation's affiliates. Accordingly, for all purposes hereunder or in respect hereof, the Employee agrees that during the longer of (i) any period or periods in or in respect of which the Employee is receiving or has received the compensation provided for in Paragraph 3.2 hereof whether or not the Employee is employed by or rendering services to the Corporation during such period or periods), or (ii) the period of the SharesEmployee's employment hereunder and a period of two years after termination of such employment (whether voluntary on the Employee's part or otherwise and for or without cause) (except that such period of two years shall be (A) reduced to one year if the Employee shall have remained in the employ of the Corporation hereunder for an aggregate period of at least six years and (B) eliminated entirely if such aggregate period shall be at least nine years), the HEA Membership Interests and the SMMSLP LP Interests to Buyer hereunder, Parent covenants and agrees that, for a period ending on the fourth anniversary of the Closing Date, neither Parent nor any of its Affiliates (which term for purposes of this Section 8.5 shall not include any Person who ----------- may acquire control of Parent after the Closing Date and any Affiliates of such Person immediately prior to such acquisition) Employee will engagenot, directly or indirectly, anywhere as an officer, director, stockholder, partner, associate, employee, consultant, owner, agent, creditor, co-venturer or otherwise, become or be interested in or be associated with any other corporation, firm or business engaged, in any geographical area in which the Corporation or any of its affiliates are so engaged, in the world where the Business is conducted by the Companies as same or any similar or competitive business with that of the Closing Date in business activities Corporation or with that are competitive with of the Business as conducted by Corporation's affiliates. The Employee's ownership, directly or indirectly, of not more than two percent of the Companies on the Closing Date issued and outstanding stock (the interest or business that includes such conflicting competitive activities is hereinafter referred to as a "Competitive Business"); provided, however, that -------------------- -------- ------- nothing set forth in this Section 8.5 shall prohibit Parent or its Affiliates ----------- from (idebt obligations not aggregating more than $500,000) engaging in the businesses conducted by Parent or its Affiliates (excluding the Companies) on the Closing Date and described in Schedule 8.5, ------------ (ii) owning not in excess of 5% in the aggregate of any class of capital stock or other equity interest of any corporation if such stock is publicly the shares of which are regularly traded and listed on any a national or regional stock securities exchange or on in the Nasdaq Stock Marketover-the-counter market shall not in any event be deemed to be a violation of the provisions of this Paragraph. The Corporation shall be entitled, (iii) owning in addition to any other right and remedy it may have, at law or in equity, to an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decisioninjunction, subject to compliance with Section 8.5(b), -------------- or (iv) acquiring without the assets or capital stock posting of any bond or other equity interests of any other Person engaged in such business subject to compliance with Section 8.5(b); -------------- and providedsecurity, further, that nothing set forth in this Section 8.5 shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed by an independent investment advisor from including not in excess of 5% in the aggregate of any class or equity interest of any Person engaged in such Competitive Business.enjoining or

Covenant Not to Compete. (a) In furtherance of the ----------------------- sale of the Shares, the HEA Membership Interests and the SMMSLP LP Interests As an inducement to Buyer hereunderto enter into and to perform its obligations under this Agreement, Parent covenants and agrees thatsubject to the provisions of Section 5.16 herein, LS and KS covenant to enter into a non-compete agreement with the Buyer on or before the Closing Date pursuant to which LS and KS will agree that for a period ending on the fourth anniversary of the longer of (i) 12 months from the Closing DateDate or (ii) 12 months from the date of termination of respective employment with the Company referenced in Section 3 of this Agreement, neither Parent nor and in any event while LS and KS are employees, officers, directors, or consultants of the Buyer or any of its Affiliates (which term for purposes of this Section 8.5 shall affiliates, they will not include any Person who ----------- may acquire control of Parent after the Closing Date and any Affiliates of such Person immediately prior to such acquisition) will engage, directly or indirectly, anywhere whether (a) as employees, agents, consultants, employers, principal, partners, officers or directors; (b) holders of more than five percent of any class of equity securities or more than five percent of the aggregate principal amount of any class of equity securities or more than five percent of the aggregate principal amount of any class of debt, notes or bonds of a company with publicly traded equity securities; or (c) in any other individual or representative capacities whatsoever, in each case for their own account or the account of any other person or entity, engage in any business or trade competing with the then business or trade of the Buyer or its affiliates in the world where the Business is conducted by the Companies as of the Closing Date in business activities that are competitive with the Business as conducted by the Companies on the Closing Date United States (the interest or business that includes such conflicting competitive activities is hereinafter referred to as a "Competitive BusinessNon-Compete Agreement"); provided, however, . LS and KS acknowledge that -------------------- -------- ------- nothing the restrictions set forth in this Section 8.5 shall prohibit Parent 2 are fair and reasonable with respect to their duration, scope and area. If, at the time of enforcement of this Section 2, a court holds that the duration, scope or its Affiliates ----------- from (i) engaging in area restrictions stated herein are unreasonable under circumstances then existing, the businesses conducted by Parent parties agree that the maximum duration, scope or its Affiliates (excluding area reasonable under such circumstances will be substituted for the Companies) on stated duration, scope or area. In the Closing Date and described in Schedule 8.5, ------------ (ii) owning not in excess of 5% in the aggregate event of any class breach of capital stock any provisions of this Section 2, Buyer will have the right, in addition to any other rights and remedies existing in its favor hereunder, to enforce its rights and the obligations LS and KS under this Section 2 not only by an action or actions for damages but also by an action or actions for specific performance and/or injunctive or other equity interest equitable relief in order to enforce or prevent any violations of any corporation if such stock is publicly traded and listed on any national or regional stock exchange or on the Nasdaq Stock Market, provisions of this Section 2. The parties agree that the sum of fifty thousand dollars (iii$50,000) owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision, subject of the cash portion of the Purchase Price will be allocated to compliance with Section 8.5(b), -------------- or (iv) acquiring the assets or capital stock or other equity interests of any other Person engaged in such business subject covenant not to compliance with Section 8.5(b); -------------- and provided, further, that nothing compete set forth in Section 2 of this Section 8.5 shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed by an independent investment advisor from including not in excess of 5% in the aggregate of any class or equity interest of any Person engaged in such Competitive BusinessAgreement.

Covenant Not to Compete. The Employee expressly acknowledges that (ai) In furtherance the Company is and will be engaged in the manufacture of lines of adhesives, sealants and coatings; (ii) the Employee is one of a limited number of persons who has extensive knowledge and expertise relevant to the businesses of the ----------------------- sale Company, its Subsidiaries and their Affiliates; (iii) the Employee's performance of his services for the Company hereunder will afford him full and complete access to and cause him to become highly knowledgeable about the Company's, its Subsidiaries' and their Affiliates' Confidential Information; (iv) the agreements and covenants contained in this Section 4.5 are essential to protect the business and goodwill of the SharesCompany, its Subsidiaries and their Affiliates because, if the HEA Membership Interests and the SMMSLP LP Interests to Buyer hereunder, Parent covenants and agrees that, for a period ending on the fourth anniversary of the Closing Date, neither Parent nor Employee enters into any of its Affiliates (which term for purposes of this Section 8.5 shall not include any Person who ----------- may acquire control of Parent after the Closing Date and any Affiliates of such Person immediately prior to such acquisition) will engage, directly or indirectly, anywhere in the world where the Business is conducted by the Companies as of the Closing Date in business activities that are competitive with the Business as conducted by businesses of the Companies on Company, its Subsidiaries and their Affiliates, he will cause substantial harm to the Closing Date Company or its Subsidiaries and Affiliates; and (v) his covenants to the interest or business that includes such conflicting competitive activities is hereinafter referred to as a "Competitive Business"); providedCompany, however, that -------------------- -------- ------- nothing its Subsidiaries and their Affiliates set forth in this Section 8.5 4.5 are being made in partial consideration of the Company's grant of the Option to him. Accordingly, the Employee hereby agrees that while he is employed by the Company hereunder and for the one (1) year period thereafter (the "NON-COMPETITION PERIOD"), he shall prohibit Parent not directly or indirectly own any interest in, invest in, lend to, borrow from, manage, control, participate in, consult with, become employed by, render services to, or in any other manner whatsoever engage in, any business which is competitive with any lines of business actively being engaged in by the Company, its Subsidiaries and their Affiliates ----------- from or actively (iand demonstrably) being considered by the Company, its Subsidiaries and their Affiliates for entry into on the date of the termination of the Employment Period, within any states or geographical regions in which any such line of business is being conducted or in which the Company, its Subsidiaries and their Affiliates is or are actively (and demonstrably) considering engaging in the businesses conducted by Parent or its Affiliates (excluding the Companies) on the Closing Date and described in Schedule 8.5date of the termination of the Employment Period. The preceding to the contrary notwithstanding, ------------ (ii) owning not in excess of 5% the Employee shall be free to make investments in the aggregate publicly traded securities of any corporation, provided that such investments do not amount to more than 1% of the outstanding securities of any class of capital stock or other equity interest of any corporation if such stock is publicly traded and listed on any national or regional stock exchange or on the Nasdaq Stock Market, (iii) owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision, subject to compliance with Section 8.5(b), -------------- or (iv) acquiring the assets or capital stock or other equity interests of any other Person engaged in such business subject to compliance with Section 8.5(b); -------------- and provided, further, that nothing set forth in this Section 8.5 shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed by an independent investment advisor from including not in excess of 5% in the aggregate of any class or equity interest of any Person engaged in such Competitive Businesscorporation.

Covenant Not to Compete. (a) In furtherance of the ----------------------- sale of the Shares, the HEA Membership Interests No Solicitation and the SMMSLP LP Interests to Buyer hereunder, Parent covenants No Hiring Sellers covenant and agrees that, agree that for a period ending on of thirty-six (36) months following the fourth anniversary First Stage Closing Date, except as required or permitted by the Collateral Agreements listed in Sections 5.11(c) and 5.11(e) hereof, none of the Sellers or their subsidiaries shall, directly or indirectly (and Sellers will use their commercially reasonable efforts to cause their respective Affiliates not to), (i) engage in, control, advise, manage, serve as a director, officer, or employee of, act as a consultant to, receive any economic benefit from (other than any economic benefit from the C III LLC Agreement) or exert any influence upon, any business which conducts the same activities as those conducted by the Business (individually and collectively "Compete"), except the delivery of products and services to the Buyers under the Collateral Agreements and the conduct of the Retained Business, within the continental United States (the "Territory"); or (ii) solicit, divert or attempt to solicit or divert any party who is, was, or was solicited to become, a customer or supplier of the Business at any time prior to the Second Stage Closing Date, except solely the attempted solicitation or solicitation of any such customer or supplier to become a customer or supplier of a business that does not Compete with the Business, except the delivery of products and services to the Buyers under the Collateral Agreements and the conduct of the Retained Business, within the Territory. For a period of thirty-six (36) months following the Second Stage Closing Date, neither Parent Sellers nor their respective Affiliates (other than any directors, officers or employees of Sellers provided not in their capacity as such) shall directly or indirectly solicit for employment or hire as an employee or consultant, any of the Transferred Employees or other employees of Buyers or its Affiliates (which term for purposes of this Section 8.5 shall not include any Person who ----------- may acquire control of Parent after the Closing Date and any Affiliates of such Person immediately prior to such acquisition) will engage, directly or indirectly, anywhere engaged in the world where Business unless such employee's employment is earlier terminated by Buyers. For the Business is conducted by avoidance of doubt, neither the Companies as of the Closing Date in business activities that are competitive with the Business as conducted by the Companies on the Closing Date (the interest or business that includes such conflicting competitive activities is hereinafter referred to as a "Competitive Business"); provided, however, that -------------------- -------- ------- nothing set forth covenant in this Section 8.5 nor the Sellers' Parent's Non-Competition and Confidentiality Agreement shall prohibit Sellers' Parent or its Affiliates ----------- from continuing to conduct their respective businesses described on Schedule 5.8. For a period of twelve (i12) engaging in months following the businesses conducted Second Stage Closing Date, Buyers and their Affiliates shall not directly or indirectly solicit for employment or hire as an employee or consultant, any employee (other than a Transferred Employee) who works for Sellers or their respective Affiliates unless such employee's employment is earlier terminated by Parent Sellers or its Affiliates (excluding any of their respective Affiliates. Notwithstanding the Companies) on the Closing Date and described in Schedule 8.5foregoing, ------------ (ii) owning not in excess of 5% in the aggregate of any class of capital stock or other equity interest of any corporation if such stock is publicly traded and listed on any national or regional stock exchange or on the Nasdaq Stock Market, (iii) owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision, subject to compliance with Section 8.5(b), -------------- or (iv) acquiring the assets or capital stock or other equity interests of any other Person engaged in such business subject to compliance with Section 8.5(b); -------------- and provided, further, that nothing set forth in this Section 8.5 5.8 shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed by an independent investment advisor from including not in excess prevent Buyers or Sellers (or any of 5% in the aggregate of any class their respective Affiliates or equity interest of any Person engaged in such Competitive Businessacting on their behalf) from conducting general searches for employees by use of advertisements or the media that are not directly targeted at the employees of the other party.

Covenant Not to Compete. The Manager represents, warrants and covenants that, as of the date of this Agreement until one (1) year from the earlier of the date that the Company is dissolved or the Manager is no longer a Member, it has not obtained and will not obtain direct or indirect ownership or control, or rights to obtain direct or indirect ownership or control, of (a) In furtherance of a five percent (5%) or greater interest, in the ----------------------- sale of the Sharesaggregate, the HEA Membership Interests and the SMMSLP LP Interests to Buyer hereunder, Parent covenants and agrees that, in any License for a period ending on Designated Market (as defined below), or (b) any entity, other than VWC, an Affiliate of VWC or the fourth anniversary of the Closing DateCompany, neither Parent nor any of its Affiliates that has a five percent (which term for purposes of this Section 8.5 shall not include any Person who ----------- may acquire control of Parent after the Closing Date and any Affiliates of such Person immediately prior to such acquisition5%) will engageor greater interest, directly or indirectly, anywhere in the world where aggregate, in any License for a Designated Market. For the Business is conducted by the Companies purposes hereof, a "Designated Market" shall mean (i) a market in which, as of the Closing Date date of this Agreement, VWC or an Affiliate of VWC operates a cellular telephone business or a PCS business using spectrum licensed by the FCC through the A, B, C, D, E or F block PCS auctions, (ii) a market in which, in the future, VWC or an Affiliate of VWC operates a PCS business activities using spectrum licensed by the FCC through the A, B, C, D, E or F block PCS auctions, or (iii) any market that are competitive has been named by Cook Xxxet as a target market in its filings with the Business as conducted by FCC with respect to the Companies on the Closing Date (the interest or business that includes such conflicting competitive activities is hereinafter referred to as Auctions for Licenses, which causes a "Competitive Business"); significant overlap" as defined in FCC Rules provided, however, that -------------------- -------- ------- nothing set forth in this Section 8.5 herein shall prohibit Parent prevent Cook Xxxet or its Affiliates ----------- from (i) engaging owning an interest in the businesses conducted by Parent partnership with Bell Xxxth Corporation or its Affiliates (excluding in any of the Companies) on the Closing Date and described states within Bell Xxxth Corporation's operating region or in Schedule 8.5, ------------ (ii) owning not in excess of 5% partnership with WWC or its Affiliates; provided further that nothing in the aggregate immediately preceding proviso shall be deemed to require VWC or any of its Affiliates to dispose of any class of capital stock FCC license that it holds currently or other equity interest of at any corporation if such stock is publicly traded and listed on any national or regional stock exchange or on the Nasdaq Stock Market, (iii) owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision, subject to compliance with Section 8.5(b), -------------- or (iv) acquiring the assets or capital stock or other equity interests of any other Person engaged in such business subject to compliance with Section 8.5(b); -------------- and provided, further, that nothing set forth in this Section 8.5 shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed by an independent investment advisor from including not in excess of 5% time in the aggregate of any class or equity interest of any Person engaged in such Competitive Businessfuture.

Covenant Not to Compete. For two (a2) In furtherance of the ----------------------- sale of the Shares, the HEA Membership Interests and the SMMSLP LP Interests to Buyer hereunder, Parent covenants and agrees that, for a period ending on the fourth anniversary of years following the Closing Date, neither Parent Seller shall not, nor shall it permit any of its Affiliates (which term for purposes of this Section 8.5 shall not include any Person who ----------- may acquire control of Parent after the Closing Date and any Affiliates of such Person immediately prior to such acquisition) will engageAffiliates, directly or indirectly, anywhere in the world where other than Japan, Hong Kong (including Hong Kong Island, Kowloon and the New Territories), Macau, Australia, Singapore, South Korea, Taiwan, Malaysia, Phillippines, New Zealand, Thailand, Vietnam, Indonesia, Guam, Saipan and The People's Republic of China, to (i) engage in or invest in the Business is conducted by the Companies as of the Closing Date in business activities that are competitive direct or indirect competition with Purchaser and its Affiliates, or (ii) offer, market or promote any program or other arrangement which directly competes with the Business as conducted DALC registered card program or any other substantially similar dining program marketed or promoted by the Companies on the Closing Date Purchaser and its Affiliates during such two-year period; it being understood that nothing herein shall limit any dining transaction or dining program membership fees being charged to any credit card program (the interest Page 50 of 252 Pages) maintained or business that includes such conflicting competitive activities is hereinafter referred to as a "Competitive Business")serviced by General Electric Corporation and its affiliates; provided, however, that -------------------- -------- ------- nothing set forth in this Section 8.5 contained herein shall prohibit Parent Seller from performing its obligations under the Services Collaboration Agreement or its Affiliates ----------- from (i) engaging in the businesses conducted by Parent or its Affiliates (excluding the Companies) on License Agreements, owning the Closing Date and described Shares, the Option and, upon exercise thereof, the Option Shares, owning securities in Schedule 8.5CardPlus Japan Co., ------------ (ii) owning not in excess of 5% in the aggregate Ltd., or owning, solely as an investment, securities of any class of capital stock or other equity interest of any corporation if such stock is publicly person which are traded and listed on any national securities exchange, the Nasdaq National Market or regional stock exchange or on the Nasdaq Stock Market, (iii) owning an interest acquired as a creditor in bankruptcy Inc., if Seller does not, directly or otherwise indirectly, own more than by a voluntary investment decision, subject to compliance with Section 8.5(b), -------------- or (iv) acquiring the assets or capital stock or other equity interests 20% of any other Person engaged in class of securities of such business subject to compliance with Section 8.5(b)person; -------------- and provided, further, that nothing set forth in Seller shall not be bound by this Section 8.5 shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed by an independent investment advisor 4.12 from including and after the date, if ever, on which a petition against Purchaser is filed under Chapter VII of United States Bankruptcy Code (whether such filing is voluntary or involuntary) and such petition is not in excess of 5% dismissed or stayed within 60 days or Purchaser materially ceases to engage in the aggregate of any class or equity interest of any Person engaged in such Competitive Business, causing the Services Collaboration Agreement to terminate.

Covenant Not to Compete. (a) In furtherance of the ----------------------- sale of the Shares, the HEA Membership Interests and the SMMSLP LP Interests Agreement with Respect to Buyer hereunder, Parent Seller Solicitations. Seller hereby covenants and agrees that, that following the consummation of this transaction and for a period ending on the fourth anniversary of the Closing Datethree (3) years thereafter, neither Parent it nor any of its Affiliates affiliates will (which term for purposes a) open a de-novo branch, operate, control or otherwise have an interest in any financial institution, branch or similar facility that has a place of this Section 8.5 shall not include any Person who ----------- may acquire control of Parent after business within the Closing Date Clarksville, Tennessee metropolitan statistical area, including specifically Montgomery County, Tennessee and any Affiliates of such Person immediately prior to such acquisition) will engageChristian County, directly or indirectly, anywhere in the world where the Business is conducted by the Companies as of the Closing Date in business activities that are competitive with the Business as conducted by the Companies on the Closing Date Kentucky (the interest "Restxxxxxx Xxxa") or business that includes such conflicting competitive activities is hereinafter referred to as a "Competitive Business")(b) establish an electronic funds transfer terminal, of any type or description, within the Restricted Area; provided, however, that -------------------- -------- ------- nothing set forth the foregoing shall not prevent the Seller from merging with another financial institution which operates a banking facility within the Restricted Area so long as the main office of such institution is not in the Restricted Area. Seller further agrees that from the date of this Section 8.5 Agreement and for a period of three (3) years following the Closing Date, the Seller shall prohibit Parent not specifically solicit persons or its Affiliates ----------- entities who are customers of the Branches on the day immediately preceding the Closing Date; provided, however, that the Seller shall not be restricted or prohibited from (i) engaging in or using general mass mailings, telemarketing programs, newspaper, radio, television or print advertisements, the businesses conducted internet, the Seller's web site, electronic advertisements or communications and other types of communications that are directed to the general public, to existing or potential customers of the Seller generally or to persons defined by Parent criteria other than solely their status as loan or its Affiliates deposit customers attributed to a Branches; and provided further, however, that this covenant shall not prohibit or restrict the Seller from soliciting or servicing persons, entities or customers (excluding including loan and deposit customers attributed to the CompaniesBranches) on with respect to any products, services, desires, activities or relationships specifically excluded from the transactions contemplated hereby, including, without limitation, the products, services, activities or relationships referenced in Sections 1.4(c) and (d) of this Agreement. For a period of two (2) years following the Closing Date, Seller will not directly solicit for employment or hire any person who is now employed at the Branches and continues to be employed without interruption after the Closing Date (it being understood by the parties that advertising and described in Schedule 8.5, ------------ (ii) owning other recruiting efforts aimed at the general public shall not in excess violate the terms of 5% in the aggregate of any class of capital stock or other equity interest of any corporation if such stock is publicly traded and listed on any national or regional stock exchange or on the Nasdaq Stock Market, (iii) owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision, subject to compliance with Section 8.5(bthis Agreement), -------------- or (iv) acquiring the assets or capital stock or other equity interests of any other Person engaged in such business subject to compliance with Section 8.5(b); -------------- and provided, further, that nothing set forth in this Section 8.5 shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed by an independent investment advisor from including not in excess of 5% in the aggregate of any class or equity interest of any Person engaged in such Competitive Business.

Covenant Not to Compete. (a) In furtherance of the ----------------------- sale of the Shares, the HEA Membership Interests and the SMMSLP LP Interests to Buyer hereunder, Parent covenants and Seller agrees that, that for a period ending on of two (2) years from and after the fourth anniversary date hereof (the "Non-Compete Period"), Seller shall not and shall cause its subsidiaries or any affiliates over which Seller has the right to determine the kinds of business in which such affiliates are involved (the "Controlled Affiliates") not to (i) own, acquire, manage, operate, control or participate in the ownership, management, operation or control of any company or other entity (in each case, a "Competing Entity"), which engages in any of the Closing Datefollowing businesses, neither Parent nor in each case, in the United States, (A) distributing books and reference materials in print that compete with those currently distributed by PRI for distribution to libraries and schools, (B) publishing books in print that compete with those currently published by Xxxxxx Xxxxxxx, Inc. for distribution to school libraries, (C) publishing an annual general interest almanac for consumers, (D) publishing assessment test materials in print which are targeted to elementary and secondary school students who are in the lower fiftieth percentile of achievement, and which compete with the assessment test materials published by AGS and its Subsidiaries, or (E) publishing print periodicals and supplemental educational materials in print, in each case, sold on an annual subscription basis to teachers, schools, or school districts for in-school distribution to grades Kindergarten through 12, and which compete with those published by WRC and its Subsidiaries (any of its Affiliates (which term for purposes of this Section 8.5 shall not include any Person who ----------- may acquire control of Parent after the Closing Date and any Affiliates of such Person immediately prior to such acquisition) will engage, directly or indirectly, anywhere in the world where the Business is conducted by the Companies as of the Closing Date in business activities that are competitive with the Business as conducted by the Companies on the Closing Date (the interest or business that includes such conflicting competitive activities foregoing is hereinafter referred to as a "Competitive BusinessCompeting Publication or Product Line"); provided, however, that -------------------- -------- ------- nothing set forth in this Section 8.5 shall prohibit Parent or its Affiliates ----------- from (i) engaging in the businesses conducted by Parent or its Affiliates (excluding the Companies) on the Closing Date and described in Schedule 8.5, ------------ (ii) owning not in excess solicit or hire any Company Employee (or any employee employed by any of 5% the Companies as of the date hereof), except for Company Employees (or any employees employed by any of the Companies as of the date hereof) who (A) are fired or otherwise involuntarily terminated by Purchaser or any Company or (B) respond to a general advertisement for employment, provided that in the aggregate case of clause (B) Seller shall not subsequently hire any class such Company Employee (or any employee employed by any of capital stock or other equity interest the Companies as of any corporation the date hereof) if such stock Company Employee (or any employee employed by any of the Companies as of the date hereof) is publicly traded other than a secretarial or administrative level employee unless such Company Employee (or any employee employed by any of the Companies as of the date hereof) is fired or otherwise involuntarily terminated by Purchaser or any Company and listed on any national or regional stock exchange or on the Nasdaq Stock Market, (iii) owning an interest acquired as a creditor in bankruptcy disclose or otherwise than by a voluntary investment decision, subject furnish to compliance with Section 8.5(b), -------------- or (iv) acquiring the assets or capital stock or other equity interests of any other Person engaged any confidential information relating to the Companies which Seller or its subsidiaries possess as of the Closing other than (A) as required by law or legal process or (B) if such information is generally available to the public prior to the Closing or thereafter (except as a result of a disclosure in such business subject to compliance with Section 8.5(bviolation of this clause (iii); -------------- and provided, further, that nothing set forth in this Section 8.5 shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed by an independent investment advisor from including not in excess of 5% in the aggregate of any class or equity interest of any Person engaged in such Competitive Business).

Covenant Not to Compete. (ai) In furtherance of the ----------------------- sale of the Shares, the HEA Membership Interests and the SMMSLP LP Interests to Buyer hereunder, Parent covenants and Seller hereby agrees that, except as provided below, for a period ending commencing on the fourth Closing Date and terminating on the fifth anniversary of the Closing Date, neither Parent nor it will not, except in the case of a Permitted Investment, directly or indirectly engage in (or become a partner, co-venturer, co-marketer, or shareholder in or otherwise participate in the management or operation of any venture or enterprise of its Affiliates any kind that engages in) the business of manufacturing, selling, and/or distributing (which term A) wheat flour, corn flour, and corn flour for purposes production of this Section 8.5 shall not include any Person who ----------- corn tortillas and arepas, wheat flour tortillas, whole grain rice, rice flour, corn cooking oil, oat cereals, or spices, for use by retail consumers sold through retail grocery stores; and (B) wheat flour or prepared bakery mixes to food processors and commercial and retail bakeries (the "Restricted Business"), in each case in the countries of Argentina, Bolivia, Brazil, Chile, Colombia, Ecuador, French Guiana, Guyana, Paraguay, Peru, Suriname, Uruguay, or Venezuela (the "Non-Competition Area"); provided that Seller may acquire control of Parent after own in the Closing Date and any Affiliates of such Person immediately prior to such acquisition) will engageaggregate, directly or indirectly, anywhere up to 10% of any outstanding class of equity securities of any entity engaged in the world where Restricted Business in the Business is conducted by Non-Competition Area, the Companies as equity securities of the Closing Date which are publicly traded on a domestic or foreign stock exchange or in business activities that are competitive with the Business as conducted by the Companies on the Closing Date (the interest a domestic or business that includes such conflicting competitive activities is hereinafter referred to as a "Competitive Business"); foreign over-the-counter market, provided, however, that -------------------- -------- ------- nothing set forth said equity interest shall not include a right of Seller, directly or indirectly, to appoint a member of the board of directors of the entity engaged in the Restricted Business or permit the Seller to control said entity engaged in the Restricted Business in a manner disproportionate to its 10% or less interest in the equity securities of such entity. None of the marketing, distribution, or sale by Seller, directly or indirectly, of products of any nature manufactured by others shall be deemed to constitute part of the Restricted Business for any purpose hereof if such marketing, distribution or sale is pursuant to the conduct by Seller, directly or indirectly, of its distribution businesses at the request of customers of such businesses for which the primary distribution business of Seller, directly or indirectly, occurs outside of the Non-Competition Area. Seller acknowledges that the restrictions and covenants contained in this Section 8.5 shall prohibit Parent or its Affiliates ----------- from (i5(f) engaging are a material inducement to and consideration for Buyer in entering into this Agreement and consummating the businesses conducted by Parent or its Affiliates (excluding the Companies) on the Closing Date and described in Schedule 8.5, ------------ (ii) owning not in excess of 5% in the aggregate of any class of capital stock or other equity interest of any corporation if such stock is publicly traded and listed on any national or regional stock exchange or on the Nasdaq Stock Market, (iii) owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision, subject to compliance with Section 8.5(b), -------------- or (iv) acquiring the assets or capital stock or other equity interests of any other Person engaged in such business subject to compliance with Section 8.5(b); -------------- and provided, further, that nothing set forth in this Section 8.5 shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed by an independent investment advisor from including not in excess of 5% in the aggregate of any class or equity interest of any Person engaged in such Competitive Businesstransactions contemplated hereby.

Covenant Not to Compete. Employee expressly acknowledges that (a) In furtherance Employee's performance of his services for the Company hereunder will afford him access to and cause him to become highly knowledgeable about the Company's Confidential Information; (b) the agreements and covenants contained in this Section 4.5 are essential to protect the Confidential Information, business and goodwill of the ----------------------- sale of the Shares, the HEA Membership Interests Company and the SMMSLP LP Interests to Buyer hereunder, Parent covenants and agrees that, for a period ending restraints on Employee imposed by the fourth anniversary of the Closing Date, neither Parent nor any of its Affiliates (which term for purposes provisions of this Section 8.5 4.5 are justified by these legitimate business interests of the Company; and (c) Employee's covenants to the Company set forth in this Section 4.5 are being made both in consideration of the Company's employment of Employee and other financial benefits of this Agreement. Accordingly, Employee hereby agrees that while Employee is employed by the Company and for the one (1) year period thereafter (the "Non-Competition Period"), Employee shall not include any Person who ----------- may acquire control of Parent after not, anywhere in the Closing Date and any Affiliates of such Person immediately prior to such acquisition) will engageApplicable Territory, directly or indirectly, anywhere own any interest in, invest in, lend to, borrow from, manage, control, participate in, consult with, become employed by, render services to, or in any other manner whatsoever engage in, any business which is competitive with any lines of business actively being engaged in by the Company in the world where the Business is conducted Applicable Territory or actively (and demonstrably) being considered by the Companies as Company for entry into on the date of the Closing Date in business activities that are competitive with termination of the Business as conducted by the Companies on the Closing Date Employment Period (the interest or business that includes such conflicting competitive activities is hereinafter referred to as a collectively, "Competitive BusinessActivities"); provided. The preceding to the contrary notwithstanding, however, that -------------------- -------- ------- nothing set forth in this Section 8.5 Employee shall prohibit Parent or its Affiliates ----------- from (i) engaging be free to make investments in the businesses conducted by Parent or its Affiliates publicly traded securities of any corporation, provided that such investments do not amount to more than one percent (excluding 1 %) of the Companies) on the Closing Date and described in Schedule 8.5, ------------ (ii) owning not in excess of 5% in the aggregate outstanding securities of any class of capital stock or other equity interest of any corporation if such stock is publicly traded and listed on any national or regional stock exchange or on the Nasdaq Stock Market, (iii) owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision, subject to compliance with Section 8.5(b), -------------- or (iv) acquiring the assets or capital stock or other equity interests of any other Person engaged in such business subject to compliance with Section 8.5(b); -------------- and provided, further, that nothing set forth in this Section 8.5 shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed by an independent investment advisor from including not in excess of 5% in the aggregate of any class or equity interest of any Person engaged in such Competitive Businesscorporation.

Covenant Not to Compete. (a) In furtherance During the period commencing on the date hereof and continuing until the expiration of one (1) year from the date on which the Coworker’s employment with the Company terminates (the “Restricted Period”), the Coworker shall not, without the prior written consent of the ----------------------- sale of Company, which consent the Shares, the HEA Membership Interests and the SMMSLP LP Interests to Buyer hereunder, Parent covenants and agrees that, for a period ending on the fourth anniversary of the Closing Date, neither Parent nor any of Company may grant or withhold in its Affiliates (which term for purposes of this Section 8.5 shall not include any Person who ----------- may acquire control of Parent after the Closing Date and any Affiliates of such Person immediately prior to such acquisition) will engagesole discretion, directly or indirectly, anywhere for their own account or the account of others, in any geographic areas in which Coworker provided services to the world where the Business is conducted by the Companies Company, or about which Coworker obtained Proprietary Information, as an employee, consultant, partner, officer, director or stockholder (other than a holder of less than five percent (5%) of the Closing Date in business activities that are competitive with the Business as conducted by the Companies on the Closing Date (the interest or business that includes such conflicting competitive activities is hereinafter referred to as a "Competitive Business"); provided, however, that -------------------- -------- ------- nothing set forth in this Section 8.5 shall prohibit Parent or its Affiliates ----------- from (i) engaging in the businesses conducted by Parent or its Affiliates (excluding the Companies) on the Closing Date issued and described in Schedule 8.5, ------------ (ii) owning not in excess of 5% in the aggregate of any class of capital outstanding stock or other equity interest securities of an issuer whose securities are publicly traded), or otherwise, engage in the importing, production, marketing, sale or distribution to distributors of any corporation if such stock is publicly traded and listed on beer, malt beverage, hard cider or other product produced by the Company at any national or regional stock exchange or on time during the Nasdaq Stock MarketCoworker’s tenure with the Company, excluding distilled spirits, (iiii) owning an interest acquired as which is either produced outside of the United States and imported into the United States or produced within the United States and (ii) which has a creditor in bankruptcy or otherwise than by a voluntary investment decision, subject to compliance with Section 8.5(b), -------------- or wholesale price within twenty-five (iv25%) acquiring of the assets or capital stock or other equity interests wholesale price of any of the Company’s products, including but not limited to products marketed under the trade names XXXXXX XXXXX, TWISTED TEA, ANGRY ORCHARD, TRULY, DOGFISH HEAD and such other Person engaged trade names as the Company may use to market its products during the Coworker’s employment with the Company. The Coworker acknowledges that they have read and understands this provision, and that they have agreed to it knowingly and voluntarily, in such business subject order to compliance with Section 8.5(b); -------------- and providedobtain the benefits provided to Coworker by the Company. Notwithstanding the foregoing, further, that nothing set forth in this Section 8.5 shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed by an independent investment advisor from including not in excess of 5% in the aggregate event that you breach your fiduciary duty to the Company, and/or you have unlawfully taken, physically or electronically, property belonging to the Company, the Restricted Period shall be twenty-four (24) months from the date of any class or equity interest of any Person engaged in such Competitive Business.your employment termination

Covenant Not to Compete. (a) In furtherance The Executive acknowledges and agrees with the Company that during the course of the ----------------------- sale Executive's employment with the Company, the Executive has had and will continue to have the opportunity to develop relationships with existing employees, customers and other business associates of the SharesCompany and the Subsidiaries, which relationships constitute goodwill of the Company, and the Executive acknowledges and agrees that the Company would be irreparably damaged if the Executive were to take actions that would damage or misappropriate such goodwill. The Executive acknowledges that the Company and its Subsidiaries currently engages, throughout the United States (the "Territory"), the HEA Membership Interests and the SMMSLP LP Interests to Buyer hereunder, Parent covenants and agrees that, for a period ending on the fourth anniversary business of the Closing Datedevelopment, neither Parent nor any sale, marketing and administration of life insurance, annuities and extended care insurance products (the "Subject Business"). Accordingly, during the term of the Executive's employment with the Company and (i) prior to a Change of Control and in the case of a voluntary termination by the Executive under paragraph 4(d) or a termination by the Company for Cause under paragraph 4(b), the balance of the term of this Agreement under paragraph 2 as if no termination of employment occurred but notice of termination of the automatic extension was given either by the Executive at the time of his notice of voluntary resignation or given by the Company at the time of its Affiliates notice of termination for Cause, or (which term for purposes of this Section 8.5 shall not include any Person who ----------- may acquire control of Parent ii) after a Change in Control, one year after the Closing Termination Date and any Affiliates of such Person immediately prior to such acquisition) will engage(the "Noncompete Period"), the Executive shall not, directly or indirectly, anywhere enter into, engage in, assist, give or lend funds to or otherwise finance, be employed by or consult with, or have a financial or other interest in, any business which engages in the world where Subject Business, whether for or by himself or as an independent contractor, agent, stockholder, partner or joint venturer for any other person, provided that the Business is conducted aggregate ownership by the Companies as Executive of no more than two percent of the Closing Date in business activities that are competitive with the Business as conducted by the Companies on the Closing Date (the interest or business that includes such conflicting competitive activities is hereinafter referred to as a "Competitive Business"); provided, however, that -------------------- -------- ------- nothing set forth in this Section 8.5 shall prohibit Parent or its Affiliates ----------- from (i) engaging in the businesses conducted by Parent or its Affiliates (excluding the Companies) on the Closing Date and described in Schedule 8.5, ------------ (ii) owning not in excess of 5% in the aggregate outstanding equity securities of any class of capital stock or other equity interest of any corporation if such stock is publicly person, which securities are traded and listed on any a national or regional stock exchange or foreign securities exchange, quoted on the Nasdaq Stock Market, (iii) owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision, subject to compliance with Section 8.5(b), -------------- or (iv) acquiring the assets or capital stock Market or other automated quotation system or, in the case of the Company, of no more than ten percent of the Company's outstanding equity interests securities shall not be deemed to be giving or lending funds to, otherwise financing or having a financial interest in a competitor. In the event that any person in which the executive has any financial or other interest directly or indirectly enters into the Subject Business in the Territory during the Noncompete Period, the Executive shall divest all of his interest (other than any other Person engaged amount permitted under this paragraph) in such business subject to compliance with Section 8.5(b); -------------- and provided, further, that nothing set forth in this Section 8.5 shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed by an independent investment advisor from including not in excess of 5% person within 30 days after such person enters into the Subject Business in the aggregate of any class or equity interest of any Person engaged in such Competitive BusinessTerritory.

Covenant Not to Compete. Executive shall not, without the prior written consent of the Company, (a) In furtherance of the ----------------------- sale of the Shares, the HEA Membership Interests and the SMMSLP LP Interests to Buyer hereunder, Parent covenants and agrees that, for a period (the "Covenant Period") ending on the fourth anniversary later of two years after the closing date of the Closing Date, neither Parent nor any of its Affiliates (which term for purposes Asset Purchase Agreement or termination of this Section 8.5 shall not include any Person who ----------- may acquire control of Parent after the Closing Date and any Affiliates of such Person immediately prior to such acquisition) will engageAgreement, directly or indirectly, anywhere in the world where engage in any Prohibited Operations (as defined in the Business is conducted by Asset Purchase Agreement). Notwithstanding the Companies as foregoing, the Executive may, in the aggregate, invest in securities of the Closing Date any issuer engaged in business activities that are competitive with the Business as conducted by the Companies on the Closing Date (the interest or business that includes such conflicting competitive activities is hereinafter referred to as a "Competitive Business"); provided, however, that -------------------- -------- ------- nothing set forth in this Section 8.5 shall prohibit Parent or its Affiliates ----------- from Prohibited Operations if (i) engaging in the businesses conducted by Parent or its Affiliates (excluding the Companies) on the Closing Date and described in Schedule 8.5, ------------ (ii) owning not in excess of 5% in the aggregate of any class of capital stock or other equity interest of any corporation if such stock is publicly traded and securities are listed on any national or regional stock securities exchange or on have been registered under the Nasdaq Stock MarketSecurities Exchange Act of 1934 and (ii) such investment does not exceed, (iii) owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision, subject to compliance with Section 8.5(b), -------------- or (iv) acquiring the assets or case of any class of the capital stock or other equity interests of any one issuer, 5% of the issued and outstanding shares, or, in the case of other Person securities, 5% of the aggregate principal amount thereof issued and outstanding. Further, the Executive may, in the aggregate, invest in securities of any issuer engaged in Prohibited Operations if revenues from the Prohibited Operations constitute less than 5% of the revenues of such business subject issuer provided that the Prohibited Operations are transferred or terminated by such issuer as soon as practicable after the Executive acquires control of such issuer. Buyer acknowledges and agrees that Executive may engage in any activity unrelated to compliance the ownership, management or active involvement with Section 8.5(b); -------------- (including, but not limited to, employment or consulting services) networking conferences and provided, further, tradeshows. The Executive acknowledges that nothing set forth the restrictions contained in this Section 8.5 shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed 9 are reasonable and necessary to protect the legitimate interests of the Buyer and that any breach by an independent investment advisor from including not in excess of 5% in the aggregate Executive of any class provision hereof will result in irreparable injury to the Company. The Executive acknowledges that, in addition to all remedies available at law, the Company shall be entitled to equitable relief (without the necessity of posting any bond), including injunctive relief, and an equitable accounting of all earnings, profits or equity interest of any Person engaged in other benefits arising from such Competitive Businessbreach and shall be entitled to receive such other damages, direct or consequential, arising from such breach as may be appropriate.

Covenant Not to Compete. (a) In furtherance of the ----------------------- sale of the Shares, the HEA Membership Interests and the SMMSLP LP Interests to Buyer hereunder, Parent covenants and agrees thatSellers hereby agree that they will not, for a period ending of five (5) years from the Closing of this transaction engage directly or indirectly in a dental management company in the geographical location of a ten (10) mile radius from the practice locations listed on Exhibit "M". Sellers further agree that during the fourth anniversary said five (5) year period in the geographical location described above, they will not directly or indirectly be connected with any person, corporation, or business entity providing dental management services, other than Buyer, Corporation or an affiliate of Buyer. Sellers will have no financial interest in any business entity and/or provider of dental management services in the geographical location described above during the five (5) year restrictive period, except that Sellers shall not be prohibited from providing dental management services to their own dental practices so long as such dental practices are not in violation of the Closing Dateparagraph immediately following. Notwithstanding the above, neither Parent nor any nothing contained in this Agreement shall restrict Xxxxxxx X. Xxxxxx from engaging in the management of its Affiliates dental practices located at 000 Xxxxxxxxx Xxxxxxxxx, Xxxxxxxxx, Xxxxxxx, 000 Xxxx Xxxx Xxxxxx, Xxxxxxx, Xxxxxxx, or 000 Xxxx Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxx. Sellers further agree that they will not, for a period of five (which term for purposes 5) years from the closing of this Section 8.5 shall not include any Person who ----------- may acquire control of Parent after the Closing Date and any Affiliates of such Person immediately prior to such acquisition) will engage, transaction engage directly or indirectly, anywhere indirectly in a dental practice and/or provide dental services in the world where geographical location of a two (2) mile radius from the Business is conducted by practice locations listed on Exhibit "M". Sellers further agree that during the Companies as said five (5) year period in the geographical location described above, they will not directly or indirectly be connected with any person, corporation, or business entity providing dental services, except that Sellers shall be permitted to receive referrals from general dentists in the geographical area described above. Sellers and Principal will have no financial interest in any business entity and/or provider of dental services in the Closing Date in business activities that are competitive geographical location described above during the five (5) year restrictive period. Furthermore, Sellers agree not to induce patients associated with the Business as conducted Corporation's practices, to utilize the services of any other dentist in the aforementioned area. Notwithstanding the above, nothing contained in this Agreement shall restrict Xxxx Xxxxxxx, D.D.S., from engaging in the practice of dentistry at 0000 Xxxx Xxxxx Xxxxx Xxxx, Xxxxxxx, Xxxxxxx, nor shall such restrictions apply to the practice of dentistry by Xxxxxx X. Xxxxx, Xx., D.D.S. at 0000 X. Xxxxxxx Xxxx, Xxxxxxx, Xxxxxxx. Sellers acknowledge that the Companies on the Closing Date (the interest or business that includes such conflicting competitive activities is hereinafter referred to as a "Competitive Business"); provided, however, that -------------------- -------- ------- nothing restraints set forth in the above paragraph are reasonable and necessary for the protection of legitimate business interests of Buyer and that this Section 8.5 covenant on the part of the Sellers shall prohibit Parent be construed as an agreement. It is agreed by Buyer and Sellers that if any portion of this restrictive covenant is held to be unreasonable, arbitrary or its Affiliates ----------- from (i) engaging against public policy, these covenants shall be considered to be diminishable both as to time and geographical area, and each month for the specific period shall be deemed a separate period of time and each square mile shall be deemed a separate geographical area and shall remain effective so long as the same is not otherwise unreasonable, arbitrary or against public policy. Sellers and Buyer hereby agree that in the businesses conducted event any court determines any specific time period or any specific geographical area to be unreasonable, arbitrary or against public policy, a lesser time period or geographical area which is determined to be reasonable, non-arbitrary and not against public policy may be enforced against the Sellers. The Sellers further understand that this covenant may be enforced by Parent the entering of a temporary or its Affiliates (excluding permanent injunction. It is understood that a court of competent jurisdiction shall construe this restrictive covenant in favor of providing reasonable protection to all legitimate business interests established by Buyer. It is understood that the Companies) court shall not employ any rule of contract construction that requires the court to construe a restrictive covenant narrowly, against the restraint, or against the drafter of the contract. It is understood that no court may refuse to enforce this restrictive covenant on the Closing Date grounds that the contract violates public policy unless such public policy is articulated specifically by the court and described the court finds that the specific public policy requirements substantially outweigh the need to protect the legitimate business interest or interests established by Buyer. The violation of this restrictive covenant creates a presumption of irreparable injury to Buyer on seeking its enforcement. Buyer will post a proper bond as set by the court if an injunction is entered. In the event it becomes necessary for Buyer to retain the services of an attorney to enforce this restrictive covenant, it is agreed that the prevailing party shall be entitled to reasonable attorney's fees and costs in Schedule 8.5any legal proceeding, ------------ (ii) owning not both at the trial or appellate level. Sellers agree the restriction contained herein is freely assignable by Buyer, in excess its sole discretion, and any assignee, successor or third-party beneficiary to this Agreement may enforce the same. The laws of 5% in the aggregate State of any class Georgia shall control the interpretation of capital stock or other equity interest of any corporation if such stock is publicly traded and listed on any national or regional stock exchange or on the Nasdaq Stock Market, (iii) owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision, subject to compliance with Section 8.5(b), -------------- or (iv) acquiring the assets or capital stock or other equity interests of any other Person engaged in such business subject to compliance with Section 8.5(b); -------------- and provided, further, that nothing set forth in this Section 8.5 shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed by an independent investment advisor from including not in excess of 5% in the aggregate of any class or equity interest of any Person engaged in such Competitive Businessrestrictive covenant.

Covenant Not to Compete. (a) In furtherance of the ----------------------- sale of the Shares, the HEA Membership Interests and the SMMSLP LP Interests to Buyer hereunder, Parent covenants and agrees that, for For a period ending on the fourth anniversary of five (5) years following the Closing Date, neither Parent Seller nor any of its Affiliates affiliates (other than those listed in Section 12.1 of the Exhibit A) shall, throughout the United States, Mexico, Canada and all other countries in which term for purposes any products of this Section 8.5 shall not include any Person who ----------- may acquire control of Parent after The Company has been sold during the two-year period ending on the Closing Date and any Affiliates of such Person immediately prior to such acquisition) will engageDate, directly or indirectly, anywhere engage in the world where the Business is conducted any business that competes, directly or indirectly, with any business engaged in by the Companies as of the Closing Date in business activities that are competitive with the Business as conducted by the Companies Company on the Closing Date (the interest or business that includes such conflicting competitive activities is hereinafter referred to as a "Competitive Business")Date; provided, however, that -------------------- -------- ------- nothing set forth in this Section 8.5 12.1 shall prohibit Parent or its Affiliates ----------- from not (i) engaging apply to Seller's ownership of not more than five percent (5%;) of any company whose securities are traded in the businesses conducted by Parent over-the-counter market or its Affiliates (excluding the Companies) listed on the Closing Date and described in Schedule 8.5a national securities exchange or foreign stock exchange if Seller does not exercise management control thereof, ------------ (ii) owning not in excess require Seller or any of 5% in the aggregate its affiliates to divest itself of any class of capital stock properties or other equity interest of any corporation if such stock is publicly traded and listed on any national business now owned, or regional stock exchange or on the Nasdaq Stock Market, (iii) owning an interest acquired prohibit the acquisition of any properties, business or company a portion of which competes with the Company if Seller or such affiliate promptly announces its commitment to promptly divest itself of such portion or if the primary purpose of such acquisition is not the re-entry of such business. Buyer and Seller acknowledge and agree that the time, scope, geographic area and other provisions of this Section 12.1 have been specifically negotiated by sophisticated commercial parties and specifically hereby agree that such time, scope, geographic area and other provisions are reasonable under the circumstances. Buyer and Seller further agree that if, at any time, despite express agreement of the parties hereto, a court of competent jurisdiction holds that any portion of this Section 12.1 is unenforceable because any of the restrictions herein is unreasonable or for any other reason, the maximum restrictions of time, scope or geographic area reasonable under the circumstances, as a creditor determined by such court, will be substituted for any such restrictions held unenforceable. In the event of breach by Seller of any provision of this Section 12.1, Seller acknowledges that any such breach will cause irreparable damage to Buyer, the exact amount of which will be difficult or impossible to ascertain, and that remedies of law for any such breach will be inadequate. Accordingly, Buyer shall be entitled, in bankruptcy addition to any other rights or otherwise than by a voluntary investment decisionremedies existing in its favor, subject to compliance with Section 8.5(b)obtain, -------------- or (iv) acquiring without the assets or capital stock necessity for any bond or other equity interests of security, specific performance for injunctive relief in order to enforce, or prevent the breach of, any other Person engaged in such business subject to compliance with Section 8.5(b); -------------- and provided, further, that nothing set forth in this Section 8.5 shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed by an independent investment advisor from including not in excess of 5% in the aggregate of any class or equity interest of any Person engaged in such Competitive Businessprovision.

Covenant Not to Compete. (a) In furtherance exchange for the consideration described in the --------------------------- Letter, I hereby agree, among other things, to restrict my employment and business opportunities in essentially the same manner as they would have been restricted had I remained employed by the Corporation during the three year period commencing on May 1, 2000. I agree that the duty of loyalty that I owed to the ----------------------- sale Corporation by virtue of my previous employment and position with the Shares, the HEA Membership Interests and the SMMSLP LP Interests Corporation shall continue to Buyer hereunder, Parent covenants and agrees that, for a period ending on the fourth anniversary of the Closing Date, neither Parent nor any of its Affiliates (which term for purposes fullest extent during these three years by virtue of this Section 8.5 Agreement. I shall not include any Person who ----------- may acquire control of Parent after the Closing Date and any Affiliates of such Person immediately prior continue to such acquisition) will engage, directly or indirectly, anywhere in the world where the Business is conducted be governed by the Companies as of same principles that prohibit the Closing Date Corporation's employees from engaging in personal or family business activities constituting potential conflicts of interest, including those outlined in CPS-712. Among other restrictions, I understand that are competitive during this three year time period I will not, on my own or in association with the Business as conducted by the Companies on the Closing Date (the interest or business that includes such conflicting competitive activities is hereinafter referred to as a "Competitive Business"); providedothers, however, that -------------------- -------- ------- nothing set forth in this Section 8.5 shall prohibit Parent or its Affiliates ----------- from either (i) engaging be directly or indirectly employed by or engage in the businesses conducted by Parent or its Affiliates (excluding the Companies) on the Closing Date and described in Schedule 8.5be associated with or tender advice or services as an employee, ------------ advisor, director, consultant or otherwise or (ii) seek or accept any financial or other personal benefit, with or from, in either case, any corporation, partnership, or other business entity competing with the Corporation in any area in which the Corporation is conducting business on the date of my retirement. To the extent that Xxxxxx Laboratory falls within the description of a "business entity competing with the Corporation", the parties agree that my membership on the Board of Directors of Xxxxxx Laboratory is excepted from this obligation. The parties further agree and understand that this covenant not to compete does not prohibit me from directly or indirectly owning up to one percent or less of the listed or publicly held securities in a company that is a competitor of the Corporation or holding investments of $100,000 or less in any such company that is not publicly held. I currently have investment positions in excess corporations and in mutual funds that have ownership positions in corporations which may compete with the Corporation, and the Corporation agrees that these existing personal business interests do not violate the terms of 5% this Agreement. The parties further agree that if I were to perform public service work on behalf of the government, these services would not violate this Agreement. I understand and agree that the duration and area for which these restrictions are to be effective are fair and reasonable in light of the consideration paid under this Agreement. I agree and acknowledge that these restrictions are reasonably required for the protection of the Corporation's legitimate business interests from unfair competition as a result of the high level executive and management positions I have held within the Corporation and my attendant access to and extensive knowledge of the Corporation's confidential and proprietary property and information, including trade secrets, customer and supplier relationships and good will. It is the desire and intent of the parties that the provisions of this Covenant Not to Compete 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 any particular portion of this Covenant Not to Compete is adjudicated to be invalid or unenforceable, this Covenant Not to Compete shall be deemed amended to delete therefrom the portion thus adjudicated to be invalid or unenforceable, such deletion to apply only with respect to the operation of this provision in the aggregate of any class of capital stock or other equity interest of any corporation if particular jurisdiction in which such stock adjudication is publicly traded and listed on any national or regional stock exchange or on the Nasdaq Stock Market, (iii) owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision, subject to compliance with Section 8.5(b), -------------- or (iv) acquiring the assets or capital stock or other equity interests of any other Person engaged in such business subject to compliance with Section 8.5(b); -------------- and provided, further, that nothing set forth in this Section 8.5 shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed by an independent investment advisor from including not in excess of 5% in the aggregate of any class or equity interest of any Person engaged in such Competitive Businessmade.

Covenant Not to Compete. (a) In furtherance of For a period commencing on the ----------------------- sale of the Shares, the HEA Membership Interests Closing Date and the SMMSLP LP Interests to Buyer hereunder, Parent covenants and agrees that, for a period ending on the fourth third anniversary of the Closing Date, neither Parent nor the Parent, the Seller and their respective Subsidiaries (whether now existing or hereafter acquired or created and for so long as the Seller and such Subsidiaries remain as Subsidiaries of the Parent) shall not directly or indirectly engage in any geographical area in any business of the same type as that conducted by any of its Affiliates (which term for purposes of this Section 8.5 shall not include any Person who ----------- may acquire control of Parent after the Closing Date and any Affiliates of such Person immediately prior to such acquisition) will engage, directly or indirectly, anywhere in the world where the Business is conducted by the Companies Businesses as of the Closing Date in business activities that are competitive with the Business as conducted by the Companies on the Closing Date geographical area (the interest or business that includes such conflicting competitive activities is hereinafter referred to as a "Competitive Competing Business"); provided, however, that -------------------- -------- ------- nothing set forth the foregoing shall not prohibit (a) the ownership by the Parent, the Seller or any of their respective Subsidiaries (whether now existing or hereafter acquired or created) of less than 5% of the outstanding stock of any publicly-traded corporation engaged in this Section 8.5 shall prohibit Parent a Competing Business, (b) activities by the Parent, the Seller or its their respective Affiliates ----------- from (i) engaging in that were existing activities of the businesses conducted by Parent Parent, the Seller or its their respective Affiliates (excluding the Companies) on as of the Closing Date other than activities of the Businesses, (c) providing services similar to the services provided by the Businesses to only the Parent, the Seller and described their Affiliates, provided, that the Parent and the Seller hereby represent that the Parent, the Seller or any Affiliate thereof does not, as of the date hereof or as of the Closing Date, have any current intention of providing any such services, (d) the acquisition of the Parent, the Seller or any of their Affiliates by a third party whose operations involve a Competing Business, (e) the acquisition by the Parent, the Seller or any of their Affiliates of a third party which engages in Schedule 8.5a Competing Business, ------------ provided that the primary purpose of any such acquisition referred to in this clause (e) is not the acquisition of such Competing Businesses, and provided further that such Competing Business referred to in this clause (e) either (i), together with the revenues for any prior acquisition exempted from the provisions of this Section 8.06 by this clause (e)(i), accounts for less than U.S. $50,000,000 in revenues for the last fiscal year of such third party for which financial statements are available or (ii) owning is divested by the Acquiror within 270 days from the date it is acquired or (f) the Parent or any of its Affiliates acquiring any Designated Regulatory Assets pursuant to subsection (a) of Section 8.05; provided, however, that if significant progress has been made and is continuing with respect to such divestiture by the end of such period, the period shall be extended at the request of the Parent for an additional ninety (90) days. If the final judgment of a Court of competent jurisdiction declares that any term or provision of this Section 8.06 is invalid or unenforceable, the parties agree that the Court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or area of the 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 and 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 Parent and the Seller acknowledge that the provisions of this Section 8.06 are reasonable in time and scope and necessary to protect the legitimate interests of the Acquiror and each Buyer and that any violation of this Section 8.06 will result in irreparable injury to the Acquiror, each Buyer and to the Businesses, the exact amount of which will be difficult to ascertain, and that the remedies at law for Halliburton Company Agreement and Plan of Recapitalization any such violation would not be reasonable or adequate compensation to the Acquiror, the Buyers and the Businesses. Accordingly, the Parent and the Seller agree that, if any of them or any of their Subsidiaries (whether now existing or hereafter acquired or created) violates this Section 8.06, the Acquiror, any of the Buyers and the members of each Company Group (following consummation of the transactions contemplated hereby) shall be entitled, in excess of 5% addition to any other remedy that may be available at law or in the aggregate of any class of capital stock equity, to specific performance and injunctive relief, without posting bond or other equity interest security and without the necessity of any corporation if such stock is publicly traded and listed on any national or regional stock exchange or on the Nasdaq Stock Market, (iii) owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision, subject to compliance with Section 8.5(b), -------------- or (iv) acquiring the assets or capital stock or other equity interests of any other Person engaged in such business subject to compliance with Section 8.5(b); -------------- and provided, further, that nothing set forth in this Section 8.5 shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed by an independent investment advisor from including not in excess of 5% in the aggregate of any class or equity interest of any Person engaged in such Competitive Businessproving actual damages.

Covenant Not to Compete. (a) In furtherance of the ----------------------- sale of the Shares, the HEA Membership Interests The Executive recognizes that Invatec and the SMMSLP LP Interests to Buyer hereunder, Parent covenants Companies and agrees that, for a period ending on the fourth anniversary subsidiaries of the Closing Date, neither Parent nor any of its Affiliates Invatec (which term for purposes of this Section 8.5 shall not include any Person who ----------- may acquire control 10 collectively referred to as "Invatec") have business good will and other legitimate business interests which must be protected in connection with and in addition to the Information. In consideration for access to the Information, the acquisition by Invatec of Parent the Companies and the performance of its covenants under the Stock Purchase Agreement, the specialized training and instruction which Invatec will provide, Invatec's agreement to employ the Executive on the terms and conditions set forth herein, and the promotion and advertisement by Invatec of Executive's skill, ability and value in Invatec's business, the Executive agrees that, upon the receipt of notice from Invatec of the exercise of its option to enforce this Section 10 covenant and agreement to pay to the Executive Sixty-five Thousand Dollars ($65,000.00), in equal monthly amounts in arrears over the eighteen month term of this covenant, the Executive will not, during the term ending eighteen (18) months after the Closing Date and any Affiliates date Executive's employment is terminated, without the prior written consent of such Person immediately prior to such acquisition) will Invatec, engage, directly or indirectly, anywhere in any business that is engaged in the world where the Business is conducted by the Companies sale and/or repair of industrial valves and related services within a 100 mile radius of any office in which Invatec does business (determined as of such termination). Invatec's notice of the Closing Date in business activities exercise of its option to enforce this Section 10 covenant and agreement to pay Executive the amount specified above shall be given no less than thirty (30) days after the effective date of termination of Executive's employment. It is mutually understood and agreed that are competitive with if any of the Business as conducted by provisions relating to the Companies on the Closing Date (the interest scope, time or business that includes such conflicting competitive activities is hereinafter referred to as a "Competitive Business"); provided, however, that -------------------- -------- ------- nothing set forth territory in this Section 8.5 10 are more extensive than is enforceable under applicable laws or are broader than necessary to protect the good will and legitimate business interests of Invatec, then the Parties agree that they will reduce the degree and extent of such provisions by whatever minimal amount is necessary to bring such provisions within the ambit of enforceability under applicable law. The Parties acknowledge that the remedies at law for breach of Executive's covenants contained in Sections 6 and 12 of the Agreement are inadequate, and they agree that Invatec shall prohibit Parent be entitled, at its election, to injunctive relief (without the necessity of posting bond against such breach or its Affiliates ----------- from (i) engaging in the businesses conducted by Parent or its Affiliates (excluding the Companies) on the Closing Date and described in Schedule 8.5, ------------ (ii) owning not in excess of 5% in the aggregate of any class of capital stock or other equity interest of any corporation if such stock is publicly traded and listed on any national or regional stock exchange or on the Nasdaq Stock Market, (iii) owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision, subject to compliance with Section 8.5(battempted breach), -------------- or (iv) acquiring the assets or capital stock or other equity interests and to specific performance of said covenants in addition to any other Person engaged in such business subject to compliance with Section 8.5(b); -------------- and provided, further, that nothing set forth in this Section 8.5 shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed by an independent investment advisor from including not in excess of 5% in the aggregate of any class remedies at law or equity interest of any Person engaged in such Competitive Businessthat may be available to Invatec.

Covenant Not to Compete. (a) In furtherance of the ----------------------- sale of the Shares, the HEA Membership Interests and the SMMSLP LP Interests to Buyer hereunder, Parent covenants and Seller agrees that, for a during the three year period ending on immediately following the fourth anniversary of the Closing DateClosing, neither Parent nor any of Seller shall not, and shall cause its Affiliates (which term for purposes of this Section 8.5 shall not include any Person who ----------- may acquire control of Parent after the Closing Date and any Affiliates of such Person immediately prior to such acquisition) will engageto, directly or indirectly, anywhere manage, operate, control, engage or acquire any ownership interest in any firm, corporation, partnership, proprietorship or other business entity that engages in a business in competition with Buyer and the world where Buyer Controlled Affiliates with respect to the Business, as the Business is has been conducted by during the Companies 12 month period preceding the date of this Agreement, within the Restricted Territory (as defined below) as it relates to plastic closures, within Europe as it relates to aluminum beverage closures (including non-refillable pilfer proof closures), within Italy as it relates to PET preforms business and metal crowns business, within the United States of the Closing Date in America as it relates to PET bottle business activities that are competitive with the Business and within Russia and Poland as conducted by the Companies on the Closing Date it relates to plastic bottles and mascara business, (the interest or business that includes such conflicting competitive activities is hereinafter referred to as each a "Competitive “Seller Competing Business"”); provided, however, that -------------------- -------- ------- nothing set forth in it shall not be a violation of this Section 8.5 shall prohibit Parent 5.14(a) for Seller or any of its Affiliates ----------- from (i) engaging in to own, directly or indirectly, solely as an investment, securities of any Person that are traded on a national securities exchange or the businesses conducted by Parent Nasdaq Stock Market (or a securities exchange outside the U.S.) if Seller or any of its Affiliates (excluding x) is not a controlling Person or a member of a group that controls such Person and (y) does not, directly or indirectly, own more than 5% of the Companies) on the Closing Date and described in Schedule 8.5voting securities of such Person (other than Constar International Inc., ------------ for which such limitation shall be 20%), (ii) owning not in excess to directly or indirectly acquire any Person that includes a Seller Competing Business that, at the time of 5such acquisition, constituted less than 30% in the aggregate of any class of capital stock or other equity interest of any corporation if such stock is publicly traded and listed on any national or regional stock exchange or on the Nasdaq Stock Market, (iii) owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision, subject to compliance with Section 8.5(b), -------------- or (iv) acquiring the assets or capital stock or other equity interests revenue of any other Person engaged in such business subject to compliance with Section 8.5(bPerson, provided that the Seller disposes of such Seller Competing Business within nine months after the closing date of such acquisition (regardless of whether such nine month period extends beyond the three year term of this covenant) (the “Seller Competing Business”); -------------- and provided, further, that nothing set forth in this Section 8.5 shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed by an independent investment advisor from including not in excess of 5% in the aggregate of any class or equity interest of any Person engaged in such Competitive Business.

Covenant Not to Compete. (a) In furtherance of the ----------------------- sale of the Shares, the HEA Membership Interests NO SOLICITATION AND NO HIRING Sellers covenant and the SMMSLP LP Interests to Buyer hereunder, Parent covenants and agrees that, agree that for a period ending on of thirty-six (36) months following the fourth anniversary First Stage Closing Date, except as required or permitted by the Collateral Agreements listed in Sections 5.11(c) and 5.11(e) hereof, none of the Sellers or their subsidiaries shall, directly or indirectly (and Sellers will use their commercially reasonable efforts to cause their respective Affiliates not to), (i) engage in, control, advise, manage, serve as a director, officer, or employee of, act as a consultant to, receive any economic benefit from (other than any economic benefit from the C III LLC Agreement) or exert any influence upon, any business which conducts the same activities as those conducted by the Business (individually and collectively "Compete"), except the delivery of products and services to the Buyers under the Collateral Agreements and the conduct of the Retained Business, within the continental United States (the "Territory"); or (ii) solicit, divert or attempt to solicit or divert any party who is, was, or was solicited to become, a customer or supplier of the Business at any time prior to the Second Stage Closing Date, except solely the attempted solicitation or solicitation of any such customer or supplier to become a customer or supplier of a business that does not Compete with the Business, except the delivery of products and services to the Buyers under the Collateral Agreements and the conduct of the Retained Business, within the Territory. For a period of thirty-six (36) months following the Second Stage Closing Date, neither Parent Sellers nor their respective Affiliates (other than any directors, officers or employees of Sellers provided not in their capacity as such) shall directly or indirectly solicit for employment or hire as an employee or consultant, any of the Transferred Employees or other employees of Buyers or its Affiliates (which term for purposes of this Section 8.5 shall not include any Person who ----------- may acquire control of Parent after the Closing Date and any Affiliates of such Person immediately prior to such acquisition) will engage, directly or indirectly, anywhere engaged in the world where Business unless such employee's employment is earlier terminated by Buyers. For the Business is conducted by avoidance of doubt, neither the Companies as of the Closing Date in business activities that are competitive with the Business as conducted by the Companies on the Closing Date (the interest or business that includes such conflicting competitive activities is hereinafter referred to as a "Competitive Business"); provided, however, that -------------------- -------- ------- nothing set forth covenant in this Section 8.5 nor the Sellers' Parent's Non-Competition and Confidentiality Agreement shall prohibit Sellers' Parent or its Affiliates ----------- from continuing to conduct their respective businesses described on Schedule 5.8. For a period of twelve (i12) engaging in months following the businesses conducted Second Stage Closing Date, Buyers and their Affiliates shall not directly or indirectly solicit for employment or hire as an employee or consultant, any employee (other than a Transferred Employee) who works for Sellers or their respective Affiliates unless such employee's employment is earlier terminated by Parent Sellers or its Affiliates (excluding any of their respective Affiliates. Notwithstanding the Companies) on the Closing Date and described in Schedule 8.5foregoing, ------------ (ii) owning not in excess of 5% in the aggregate of any class of capital stock or other equity interest of any corporation if such stock is publicly traded and listed on any national or regional stock exchange or on the Nasdaq Stock Market, (iii) owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision, subject to compliance with Section 8.5(b), -------------- or (iv) acquiring the assets or capital stock or other equity interests of any other Person engaged in such business subject to compliance with Section 8.5(b); -------------- and provided, further, that nothing set forth in this Section 8.5 5.8 shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed by an independent investment advisor from including not in excess prevent Buyers or Sellers (or any of 5% in the aggregate of any class their respective Affiliates or equity interest of any Person engaged in such Competitive Businessacting on their behalf) from conducting general searches for employees by use of advertisements or the media that are not directly targeted at the employees of the other party.

Covenant Not to Compete. (a) In furtherance consideration of the ----------------------- sale of numerous mutual promises contained in the Shares, the HEA Membership Interests Agreement between Employer and the SMMSLP LP Interests Employee, including, without limitation, those involving access to Buyer hereunderTrade Secrets and confidential information and training, Parent covenants and in order to protect Employer's Trade Secrets and the confidential information and to reduce the likelihood of irreparable damage which would occur in the event such information is provided to or used by a competitor of Employer, Employee agrees thatthat during his employment and for an additional period of eighteen (18) months immediately following the voluntary or involuntary termination of his employment (the "Non-Competition Term"), for a period ending on Employee will not, without the fourth anniversary prior written consent of the Closing Date, neither Parent nor any of its Affiliates Employer (which term consent may be withheld in its sole discretion), enter the employ of any person or entity, either directly or indirectly either as principal, agent, representative, shareholder (except owning publicly traded stock for investment purposes only in which Employee owns less than 5%) consultant, officer, business partner, associate, employee or otherwise, with a place of business in the United States of America and/or Canada, which sells or offers to sell services and/or products which compete directly with the services and/or products offered or to be offered for sale by Employer. If, during any period within the Non-Competition Term, Employee is not in compliance with the terms of this Paragraph 4, Employer shall be entitled to, among other remedies, compliance by Employee with the terms of this Paragraph 4 for an additional period equal to the period of such noncompliance. For purposes of this Agreement, the term "Noncompetition Term" shall also include this additional period. Employee hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the provisions of this Section 8.5 shall 4 are reasonable and are no broader than are necessary to protect the legitimate business interests of the Employer. The Employer and Employee agree and stipulate that the agreements and covenants not include any Person who ----------- may acquire control to compete contained in Paragraph 4 hereof are fair and reasonable in light of Parent after all of the Closing Date facts and any Affiliates circumstances of such Person immediately prior the relationship between Employee and Employer; however, Employee and Employer are aware that in certain circumstances courts have refused to such acquisition) will engageenforce certain agreements not to compete. Therefore, directly or indirectlyin furtherance of, anywhere and not in derogation of the provisions of Paragraph 4, Employer and Employee agree that in the world where event a court should decline to enforce the Business is conducted by provisions of Paragraph 4, that Paragraph 4 shall be deemed to be modified or reformed to restrict Employee's competition with Employer or its affiliates to the Companies maximum extent, as of to time, geography and business scope, which the Closing Date in business activities that are competitive with the Business as conducted by the Companies on the Closing Date (the interest or business that includes such conflicting competitive activities is hereinafter referred to as a "Competitive Business")court shall find enforceable; provided, however, that -------------------- -------- ------- nothing set forth in this Section 8.5 no event shall prohibit Parent or its Affiliates ----------- from (i) engaging in the businesses conducted by Parent or its Affiliates (excluding the Companies) on the Closing Date and described in Schedule 8.5, ------------ (ii) owning not in excess of 5% in the aggregate of any class of capital stock or other equity interest of any corporation if such stock is publicly traded and listed on any national or regional stock exchange or on the Nasdaq Stock Market, (iii) owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision, subject to compliance with Section 8.5(b), -------------- or (iv) acquiring the assets or capital stock or other equity interests of any other Person engaged in such business subject to compliance with Section 8.5(b); -------------- and provided, further, that nothing set forth in this Section 8.5 shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed by an independent investment advisor from including not in excess of 5% in the aggregate of any class or equity interest of any Person engaged in such Competitive Business.the

Covenant Not to Compete. (a) In furtherance of the ----------------------- sale to Purchasers of the Shares, the HEA Membership Interests IFX shall not, and the SMMSLP LP Interests to Buyer hereunder, Parent covenants and agrees that, for a period ending on the fourth anniversary of the Closing Date, neither Parent nor any IFX shall cause each of its Affiliates (which term for purposes whether existing as of this Section 8.5 shall the date hereof or in the future) not include any Person who ----------- may acquire control of Parent after the Closing Date and any Affiliates of such Person immediately prior to such acquisition) will engageto, directly or indirectly, anywhere through equity ownership or otherwise, for themselves or any other Person, engage in the world where business of providing free ISP services, provide consulting services to any entity whose primary business consists of providing free ISP services, or otherwise compete with the Business is conducted by Company or any of its Subsidiaries in providing free ISP services in Latin America ("Covenant Not to Compete") for a period of time equal to the Companies as term of the Closing Date Dial Access Agreement (including any extensions thereof, if any) plus one (1) year, but in business activities that are competitive with no event shall the Business as conducted by term of the Companies on foregoing Covenant Not to Compete be less than three (3) years from the Closing Date (date of the interest or business that includes such conflicting competitive activities is hereinafter referred Closing. Anything herein to as a "Competitive Business"); providedthe contrary notwithstanding, however, that -------------------- -------- ------- nothing set forth in this Section 8.5 shall prohibit Parent or IFX and its Affiliates ----------- shall not be prohibited from (i) engaging offering network service/wholesale Internet connection service to other free ISP businesses on a commercial basis, (ii) maintaining its current ownership interest in YUPI Internet Inc., e-Pagos and Xxxxxxxxx.xxx, or (iii) maintaining its current ownership interest in IFX Facilito, Inc. ("Facilito"), provided that Facilito does not engage in the businesses conducted by Parent business of providing Internet access to subscribers without such subscribers paying a fee for such access. Nothing herein shall be construed to prevent IFX or its Affiliates (excluding the Companies) on the Closing Date and described in Schedule 8.5from owning, ------------ (ii) owning not in excess of as an investment, up to 5% in the aggregate of any a class of capital stock equity or other equity interest debt securities issued by any competitor (or an entity which controls a competitor) of any corporation if such stock the Company that is publicly traded and listed registered under Section 12 of the Securities Exchange Act of 1934, as amended, or publicly traded on any national or regional stock exchange or on foreign securities exchange. The parties agree that the Nasdaq Stock Market, (iii) owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision, subject to compliance with Section 8.5(b), -------------- or (iv) acquiring the assets or capital stock or other equity interests of any other Person engaged in such business subject to compliance with Section 8.5(b); -------------- and provided, further, that nothing set forth covenants included in this Section 8.5 5(i) are, taken as a whole, reasonable in their geographic scope and their duration, and no party shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed by an independent investment advisor raise any issue of the reasonableness of the scope or duration of the covenants in any proceeding to enforce any such covenants. If, in any judicial proceeding, a court shall refuse to enforce any of the separate covenants deemed included in this paragraph, then the unenforceable covenant shall be deemed eliminated from including not in excess these provisions for the purpose of 5% in those proceedings to the aggregate of any class or equity interest of any Person engaged in such Competitive Businessextent necessary to permit the remaining separate covenants to be enforced.

Covenant Not to Compete. (a) In furtherance of From the ----------------------- sale of the Shares, the HEA Membership Interests date hereof and the SMMSLP LP Interests to Buyer hereunder, Parent covenants and agrees that, for a period ending on of one (1) year after the fourth anniversary date that Lender sells the Project after acquiring title thereto or the stock of the Closing DateBorrower pursuant to an occurrence of an Event of Default (such period, the "RESTRICTION PERIOD"), neither Parent the Borrower nor any Affiliate of its Affiliates the Borrower or Affiliate of a shareholder of the Borrower (which term for purposes including the Principals) nor Affiliate of this Section 8.5 shall not include any Person who ----------- may acquire control of Parent after the Closing Date and any Affiliates of such Person immediately prior to such acquisitionforegoing (collectively, the "RESTRICTED PARTIES") will engageshall, directly or indirectly, anywhere own, manage, invest or otherwise acquire any economic stake or interest in, or otherwise engage or participate in any manner whatsoever (whether as proprietor, partner, shareholder, investor, manager, owner, officer, director, employee, agent, lender, borrower, guarantor, broker, investor, independent contractor, consultant, advisor, representative, lessor, lessee or other participant), or prepare to do any of the world where foregoing, with or in any Person or other business enterprise in any form which engages in, directly or indirectly, any business that is similar to the Business is business as currently conducted by the Companies Borrower or as of the Closing Date in business activities that are competitive with the Business as same may be conducted by the Companies on Borrower at any time during the Closing Date Restriction Period, anywhere within one-half (1/2) mile of the interest or business that includes such conflicting competitive activities is hereinafter referred to Real Property. Nothing in this Section 9.13 shall prohibit the Restricted Parties from owning as a "Competitive Business"); providedpassive investment less than 1% of the outstanding shares of capital stock in a corporation, however, which shares are listed on a national securities exchange or publicly traded in the over-the-counter market. The Restricted Parties acknowledge and confirm that -------------------- -------- ------- nothing (i) the length of the Restriction Period and geographical restrictions contained herein are fair and reasonable and (ii) the provisions and restrictions set forth in this Section 8.5 shall prohibit Parent or its Affiliates ----------- from (i) engaging in 9.13 are reasonable and necessary for the businesses conducted by Parent or its Affiliates (excluding protection of the Companies) on the Closing Date and described in Schedule 8.5, ------------ (ii) owning not in excess of 5% in the aggregate of any class of capital stock or other equity interest of any corporation if such stock is publicly traded and listed on any national or regional stock exchange or on the Nasdaq Stock Market, (iii) owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision, subject to compliance with Section 8.5(b), -------------- or (iv) acquiring the assets or capital stock or other equity legitimate interests of any other Person engaged in such business subject to compliance with Section 8.5(b); -------------- the Borrower and provided, further, that nothing set forth in this Section 8.5 shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed by an independent investment advisor from including not in excess of 5% in the aggregate of any class or equity interest of any Person engaged in such Competitive BusinessLender.

Covenant Not to Compete. (a) In furtherance Each of the ----------------------- sale of the SharesXxxxx and Xxxxxxxx, the HEA Membership Interests severally and the SMMSLP LP Interests to Buyer hereundernot jointly, Parent covenants and agrees that, agree that for a period ending on the fourth anniversary of the Closing Date, neither Parent nor any of its Affiliates (which term for purposes of this Section 8.5 shall not include any Person who ----------- may acquire control of Parent after three years from the Closing Date and any Affiliates of such Person immediately prior to such acquisition) will engage(the "Non-Compete Period"), he shall not, directly or indirectly, anywhere as principal, agent, employee, employer, consultant, stockholder, partner or in the world where the Business is conducted by the Companies as of the Closing Date any other individual or representative capacity, engage in any business activities that are directly competitive with the Business as business currently conducted by the Companies on the Closing Date Limbex in any county or metropolitan area in which Limbex currently conducts business (the interest or business that includes such conflicting competitive activities is hereinafter referred to as a "Competitive Business"); provided, howeverfurther, that -------------------- -------- ------- nothing set forth if the employment of Xxxxx or Xxxxxxxx is terminated by Quarterdeck without Cause or Xxxxxxxx or Xxxxx terminate their employment with Quarterdeck with Good Reason (as defined in Section 4.9 of this Section 8.5 Agreement) during the Non-Compete Period, Xxxxx or Xxxxxxxx, as the case may be, shall prohibit Parent or its Affiliates ----------- not be obligated to refrain from (i) engaging in the businesses conducted by Parent or its Affiliates (excluding Competitive Business for more than one year from the Companies) on date of such termination. Notwithstanding anything to the Closing Date contrary contained herein, Xxxxx and described in Schedule 8.5Xxxxxxxx may, ------------ (ii) owning not in excess without violating the provisions of this Section 8.11, purchase and hold up to 5% in the aggregate of any class entity whose shares are publicly traded on NASDAQ or any U.S. stock exchange, whether or not such entity is engaged in a Competitive Business. Any provision of capital stock this Section 8.11 which is deemed invalid or unenforceable in any jurisdiction shall, as to that jurisdiction and subject to this paragraph be ineffective to the extent of such invalidity or unenforceability, without affecting in any way the remaining provisions of this paragraph in such jurisdiction or rendering that or any other provisions of this Agreement invalid or unenforceable in any other jurisdiction. If any covenant should be deemed invalid or unenforceable because of its scope, geographical area or duration, or any combination thereof, such covenant shall be modified and reformed so that the scope, geographic area and duration of the covenant is reduced only to the minimum extent necessary to render the modified covenant valid and enforceable. For purposes of this Section 8.11 only, each of the Xxxxx and Xxxxxxxx agrees that the counties and metropolitan areas in which Limbex currently conducts business are those areas in which any product of Limbex may be purchased or is accessible through electronic or other equity interest of any corporation if such stock is publicly traded and listed on any national or regional stock exchange or on the Nasdaq Stock Market, (iii) owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision, subject to compliance with Section 8.5(b), -------------- or (iv) acquiring the assets or capital stock or other equity interests of any other Person engaged in such business subject to compliance with Section 8.5(b); -------------- and provided, further, that nothing set forth in this Section 8.5 shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed by an independent investment advisor from including not in excess of 5% in the aggregate of any class or equity interest of any Person engaged in such Competitive Businessmeans.

Covenant Not to Compete. (a) In furtherance of Seller and each Shareholder agrees that for the ----------------------- sale of period commencing on the Shares, the HEA Membership Interests Closing Date and the SMMSLP LP Interests to Buyer hereunder, Parent covenants and agrees that, for a period ending on the fourth fifth (5th) anniversary of the Closing Date, neither Parent Seller nor either Shareholder nor any of its their respective Affiliates (which term for purposes of this Section 8.5 shall not include any Person who ----------- may acquire control of Parent after the Closing Date and any Affiliates of such Person immediately prior to such acquisition) will participate or engage, directly or indirectly, anywhere for itself or himself or on behalf of or in conjunction with any Person, whether as an employee, agent, officer, director, member, shareholder, partner, joint venture, investor or otherwise, in any business that competes with the world where Business in any jurisdiction in which the Business is conducted by the Companies as conducted, (including, without limitation, where products of the Closing Date in business activities that Business are competitive with the Business as conducted by the Companies on the Closing Date (the interest or business that includes such conflicting competitive activities is hereinafter referred to as a "Competitive Business")sold; provided, however, that -------------------- -------- ------- nothing set forth in this Section 8.5 the foregoing shall not be deemed to prohibit Parent Seller or its Affiliates ----------- either Shareholder from (i) engaging owning up to thre e percent (3%) of the outstanding equity interests in the businesses conducted by Parent or its Affiliates (excluding the Companies) on the Closing Date and described any publicly traded entity which engages in Schedule 8.5any such activity, ------------ (ii) owning not an equity interest in excess of 5% Tech Group Asia (which entity Buyer understands and acknowledges is engaged in the aggregate of any class of capital stock injection molding business), or other equity interest of any corporation if such stock is publicly traded and listed on any national or regional stock exchange or on the Nasdaq Stock Market, (iii) owning serving on the board of directors of Tech Group Asia (or any successor entity), provided that, in the cases of clauses (ii) and (iii), (A) such Shareholder abides by his confidentiality and nondisclosure obligations under this Agreement and under the Uhlmann Consulting Agreement or Xxxxxxx Consulting Agreement (as applicable), (B) such Shareholder does not serve as an interest acquired officer, employee or manager of Tech Group Asia (or any successor entity) or as a creditor the chairman of the board of directors (subject as set forth below), (C) such Shareholder recuses himself from any discussion conducted by the Tech Group Asia (or successor entity) board of directors relating to business activities that are or could be reasonably expected to be competitive with the business of Buyer, (D) such Shareholder does not take any affirmative action or permit Seller to take any affirmative action, that would result in bankruptcy such Shareholder or Seller (or both in the aggregate) purchasing, increasing or otherwise than by a voluntary investment decision, subject to compliance with Section 8.5(b), -------------- or (iv) acquiring the assets or capital stock or other equity interests of obtaining any other Person engaged in such business subject to compliance with Section 8.5(b); -------------- and provided, further, that nothing set forth in this Section 8.5 shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed by an independent investment advisor from including not in excess of 5% in the aggregate of any class or additional equity interest in Tech Group Asia or increasing their equity ownership percentage in Tech Group Asia, (E) such Shareholder votes or causes Seller to vote any shares of Tech Group Asia held by such Shareholder or Seller, as appropriate, only in proportion to the voting by all other Tech Group Asia shareholders with respect to any Person engaged in such Competitive Business.matter that is put to the vote of the

Covenant Not to Compete. (a) In furtherance BFC and BFC Investments acknowledge ----------------------- that the agreements and covenants contained in this Section 5.19 are essential to protect the value of the ----------------------- sale of Business being acquired by Buyer. Therefore, BFC agrees that for the Shares, period commencing on the HEA Membership Interests Closing Date and the SMMSLP LP Interests to Buyer hereunder, Parent covenants and agrees that, for a period ending on the fourth fifth (5th) anniversary of the Closing DateDate (such period is hereinafter referred to as the "Restricted Period"), ----------------- neither Parent BFC nor any of its Affiliates subsidiaries shall in the territory set forth under the caption "Territory" on Schedule 5.19 participate or engage, directly or --------- ------------- indirectly, whether as an employee, agent, officer, consultant, director, shareholder, partner, joint venturer, investor or otherwise, in developing, manufacturing, marketing, distributing and selling (which term for purposes i) sweetened condensed milk, (ii) liquid or powdered non-dairy coffee xxxxxxx, (iii) canned egg nog, (iv) lemon or lime, shelf-stable juice or lemon or lime juice concentrate, (v) liquid or frozen pie filling (including mincemeat), whether or not shelf stable and however packaged, and (vi) acid-neutralized instant coffee. Notwithstanding the foregoing, BFC may (i) own equity securities of a public company in an amount not to exceed 5% of the issued and outstanding equity securities of such company, (ii) engage in a transaction whereby, directly or indirectly, it acquires (whether by merger, stock purchase, purchase of assets or otherwise), any person or business, or any interest in any person or business, engaged at the time of such acquisition in the manufacture or sale of any of the foregoing products, provided that no more than 17.5% of such person's or business's -------- revenues result from the manufacture or sale of such products, provided, -------- further, that if at the time of such acquisition such revenues exceed 17.5%, ------- this Section 8.5 5.19(a) shall not include any Person who ----------- may acquire control of Parent after be deemed to be violated if such revenues do not exceed 17.5% within one year following the Closing Date and any Affiliates consummation of such Person immediately prior to such acquisitionacquisition or (iii) will participate or engage, directly or indirectly, anywhere whether as an employee, agent, officer, consultant, director, shareholder, partner, joint venturer, investor or otherwise, in developing, manufacturing, marketing, distributing and selling the world where products listed under the Business is conducted by the Companies as of the Closing Date in business activities that are competitive with the Business as conducted by the Companies caption "Excluded Products" on the Closing Date (the interest or business that includes such conflicting competitive activities is hereinafter referred to as a "Competitive Business"); provided, however, that -------------------- Schedule ----------------- -------- ------- nothing set forth in this Section 8.5 shall prohibit Parent or its Affiliates ----------- from (i) engaging in the businesses conducted by Parent or its Affiliates (excluding the Companies) on the Closing Date and described in Schedule 8.5, ------------ (ii) owning not in excess of 5% in the aggregate of any class of capital stock or other equity interest of any corporation if such stock is publicly traded and listed on any national or regional stock exchange or on the Nasdaq Stock Market, (iii) owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision, subject to compliance with Section 8.5(b), -------------- or (iv) acquiring the assets or capital stock or other equity interests of any other Person engaged in such business subject to compliance with Section 8.5(b); -------------- and provided, further, that nothing set forth in this Section 8.5 shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed by an independent investment advisor from including not in excess of 5% in the aggregate of any class or equity interest of any Person engaged in such Competitive Business.5.19. ----

Covenant Not to Compete. (a) In furtherance of For the ----------------------- sale of the Shares, the HEA Membership Interests and the SMMSLP LP Interests to Buyer hereunder, Parent covenants and agrees that, for a period ending on the fourth anniversary of the Closing Date, neither Parent nor any of its Affiliates (which term for purposes of this Section 8.5 9.1, ----------------------- the term "Territory" shall not include mean the States of Delaware, Arizona, Arkansas, --------- California, the District of Columbia, Florida, Georgia, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maryland, Michigan, Minnesota, Missouri, Nebraska, North Carolina, North Dakota, Ohio, Oklahoma, Pennsylvania, South Carolina, South Dakota, Texas, Virginia, West Virginia and Wisconsin. Sellers and Xxxxxx acknowledge and agree that the Xxxxx Entities' reputation and goodwill are an integral part of its business success throughout the Territory. If Buyer is deprived of any Person who ----------- may acquire control of Parent the Xxxxx Entities' goodwill or if Sellers or Xxxxxx in any manner utilizes such reputation and goodwill in competition with Buyer in the Territory, Buyer will be deprived of the benefits it has bargained for pursuant to this Agreement. This covenant is necessary to transfer the Business and goodwill of the Business to Buyer effectively. Accordingly, as an inducement for Buyer to enter into this Agreement, Sellers and Xxxxxx agree that for a period of eight (8) years after the Closing Date Closing, Sellers and any Affiliates of such Person immediately Xxxxxx shall not, without Buyer's prior to such acquisition) will engagewritten consent, directly or indirectly, anywhere own, manage, operate, join, control or participate in the world where ownership, management, operation or control of, or be connected as a director, officer, employee, partner, consultant or otherwise with, any Person in the Business is Territory (other than Freedom Card Systems, Inc. solely with respect to its business as conducted by the Companies as of the Closing Date in business activities that are competitive date hereof), which, directly or indirectly, competes with the Business Business, as conducted by operated as of the Companies on date hereof, provided that the Closing Date (foregoing shall not preclude any Seller or Xxxxxx from owning up to 2% of the interest or business that includes such conflicting competitive activities is hereinafter referred to as a "Competitive Business"); provided, however, that -------------------- -------- ------- nothing set forth in this Section 8.5 shall prohibit Parent or its Affiliates ----------- from (i) engaging in the businesses conducted by Parent or its Affiliates (excluding the Companies) on the Closing Date and described in Schedule 8.5, ------------ (ii) owning not in excess of 5% in the aggregate of any class of capital stock or other equity interest of any corporation if such stock is publicly traded and listed on any national or regional stock exchange or on the Nasdaq Stock Market, (iii) owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision, subject to compliance with Section 8.5(b), -------------- or (iv) acquiring the assets or capital stock or other equity interests of any other Person engaged in such business subject to compliance with Section 8.5(b); -------------- and provided, further, that nothing set forth in this Section 8.5 shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed by an independent investment advisor from including not in excess of 5% in the aggregate of any class outstanding debt or equity interest securities of any Person engaged in such Competitive Businessa publicly-traded entity which might be deemed to so compete.

Covenant Not to Compete. Each of Michael J. Finney and John X. Xxxxxx (axxxxxidualxx, x "Xxxxxxxling Shareholder" and, collectively, the "Controlling Shareholders") In furtherance acknowledges and agrees that the business of each Subject Company is conducted throughout the world (the "Territory") and that such Subject Company's reputation and goodwill are an integral part of its business success throughout the Territory. If a Controlling Shareholder deprives such Subject Company of its goodwill or in any manner utilizes its reputation and goodwill in competition with Buyer or any Subject Company, Buyer will be deprived of the ----------------------- sale of the Sharesbenefits it has bargained for pursuant to this Agreement. Accordingly, the HEA Membership Interests and the SMMSLP LP Interests as an inducement for Buyer to Buyer hereunderenter into this Agreement, Parent covenants and each Controlling Shareholder, with respect to each Subject Company, agrees that, that for a period ending on the fourth anniversary of the Closing Date, neither Parent nor any of its Affiliates five (which term for purposes of this Section 8.5 shall not include any Person who ----------- may acquire control of Parent 5) years after the Closing Date and any Affiliates of (the "Non-competition Period"), such Person immediately Controlling Shareholder shall not, without Buyer's prior to such acquisition) will engagewritten consent, directly or indirectly, anywhere own, manage, operate, join, control or participate in the world where ownership, management, operation or control of, or be connected as a director, officer, employee, partner, consultant or otherwise with, any profit or non-profit business or organization that, directly or indirectly, is engaged in the Business in the Territory; except that ownership of an equity interest of 2% or less in any such firm or business that is conducted a public corporation shall not be prohibited by this Article X. In the Companies event the agreement in this Article X shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it shall be interpreted to extend only over the maximum period of time for which it may be enforceable and/or over the maximum geographical area as to which it may be enforceable and/or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action. From the date hereof until one year following the termination of the Consulting Agreement for the relevant Controlling Shareholder, such Controlling Shareholder shall not (a) solicit, raid, entice, induce or contact, or attempt to solicit, raid, entice, induce or contact, any Person, firm or corporation that is a customer of any Subject Company at the time of the Closing Date or has been a customer of any Subject Company within the 18 months immediately preceding the Closing (or, during the term of the Consulting Agreement, any Person who is a customer of a Subject Company during such term) for products or services the same as, or competitive with, the Business, or approach any such Person, firm or corporation for such purpose or authorize the taking of such actions by any other Person, firm or corporation or assist or participate with any such Person, firm or corporation in business activities taking such action, or (b) solicit, raid, entice, induce or contact, or attempt to solicit, raid, entice, induce or contact, any Person, firm or corporation that are competitive is an employee, agent or consultant of or to such Subject Company within the 18 months immediately preceding the Closing (or, during the term of the Consulting Agreement, any Person who is an employee, agent or consultant of a Subject Company during such term) to do anything such Controlling Shareholder is restricted from doing by reason of this Article X, and no Controlling Shareholder shall approach any such employee, agent or consultant for such purpose or authorize or participate with the Business as conducted taking of such actions by the Companies on the Closing Date (the interest any other Person, firm or business that includes corporation or assist or participate with any such conflicting competitive activities is hereinafter referred to as a "Competitive Business")Person, firm or corporation in taking such action; providedprovided that, however, that -------------------- -------- ------- nothing set forth notwithstanding anything in this Section 8.5 clause (b) to the contrary, this clause (b) shall prohibit Parent or its Affiliates ----------- from (i) engaging in not relate to the businesses conducted by Parent or its Affiliates (excluding the Companies) on the Closing Date and described in Schedule 8.5following persons: Edward Breakell, ------------ (ii) owning not in excess of 5% in the aggregate of any class of capital stock or other equity interest of any corporation if such stock is publicly traded and listed on any national or regional stock exchange or on the Nasdaq Stock MarketFacilitiex Xxxxxxx Xxxxxer, (iii) owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decisionRita Dunton, subject to compliance with Section 8.5(b)Accountant, -------------- or (iv) acquiring the assets or capital stock or other equity interests of any other Person engaged in such business subject to compliance with Section 8.5(b); -------------- and providedJxxxxxxx Xxxney, furtherFinancial Xxxxxxx, that nothing set forth in this Section 8.5 shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed by an independent investment advisor from including not in excess of 5% in the aggregate of any class or equity interest of any Person engaged in such Competitive Businessxxx Xavier Sanchez, Facilities Xxxxxxxx.

Covenant Not to Compete. (a) In furtherance of Seller agrees that during the ----------------------- sale of the Shares, the HEA Membership Interests and the SMMSLP LP Interests to Buyer hereunder, Parent covenants and agrees that, for a period ending on the fourth anniversary of the Closing DateSeller Non-Compete Period, neither Parent Seller nor any of its controlled Affiliates (which term for purposes of this Section 8.5 shall not include any Person who ----------- may acquire control of Parent after the Closing Date and any Affiliates of such Person immediately prior to such acquisition) will engage, directly manage, operate or indirectlyhave any ownership interest in any firm, corporation, partnership, proprietorship or other business entity that engages in, manages or operates a business that competes with the Business (each, a “Competing Business”) anywhere in the world where the Business is conducted by the Companies as of the Closing Date in business activities that are competitive with the Business as conducted by the Companies on the Closing Date (the interest or business that includes such conflicting competitive activities is hereinafter referred to as a "Competitive Business")world; provided, however, that -------------------- -------- ------- nothing set forth in it shall not be a violation of this Section 8.5 shall prohibit Parent 5.14(a) for Seller or any of its controlled Affiliates ----------- from (i) engaging in to own, directly or indirectly, solely as an investment, securities of any Person that are traded on a national securities exchange or the businesses conducted by Parent Nasdaq Stock Market (or a recognized securities exchange outside the U.S.) if Seller or any of its controlled Affiliates (excluding x) is not a controlling Person or a member of a group that controls such Person and (y) does not, directly or indirectly, own more than 5% or more of the Companies) on the Closing Date and described in Schedule 8.5voting securities of such Person, ------------ (ii) owning not to acquire, directly or indirectly, the equity or assets of, or otherwise become affiliated with or participate in, any enterprise engaged in excess a Competing Business if Seller shall use reasonable efforts to divest, as soon as reasonably practicable (and in any event within eighteen (18) months after the closing date of 5% such acquisition, its interest in such enterprise relating to the aggregate of any class of capital stock or other equity interest of any corporation if such stock is publicly traded and listed on any national or regional stock exchange or on the Nasdaq Stock MarketCompeting Business), (iii) owning an interest acquired as a creditor in bankruptcy to continue operating existing lines of business, other than the Business, or otherwise than by a voluntary investment decision, subject to compliance with Section 8.5(b), -------------- any of the Excluded Assets or (iv) acquiring to perform the assets activities contemplated by the Ancillary Agreements. None of the provisions of this Section 5.14(a) shall operate to prohibit, hinder, impede or capital stock restrict from engaging in a Competing Business in any way, any Person which by way of takeover, acquisition, merger, combination or other equity interests similar transaction acquires a controlling or significant interest in Seller or any of any other Person engaged in its Affiliates (provided that Seller and its controlled Affiliates as of the date of such business transactions shall continue to be subject to compliance with Section 8.5(b); -------------- and provided, further, that nothing set forth in the provisions of this Section 8.5 shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed by an independent investment advisor from including not in excess of 5% in the aggregate of 5.14(a) after any class or equity interest of any Person engaged in such Competitive Businesstransaction).

Covenant Not to Compete. (a) In furtherance ARTICLE 7.8.1 Sellers, for and on behalf of the ----------------------- sale themselves and each of the Sharestheir respective Affiliates, the HEA Membership Interests and the SMMSLP LP Interests to Buyer hereunder, Parent covenants and agrees that, agree that for a period ending on the fourth anniversary of three years after the Closing Date, neither Parent nor any of its Affiliates (which term for purposes of this Section 8.5 they shall not include own, manage, operate, control or otherwise engage in any Person who ----------- may acquire control of Parent after the Closing Date and any Affiliates of such Person immediately prior to such acquisition) will engage, directly or indirectly, anywhere in the world where the Competitive Business is conducted by the Companies (as of the Closing Date in business activities that are competitive with the Business as conducted by the Companies on the Closing Date (the interest or business that includes such conflicting competitive activities is hereinafter referred to as a "Competitive Business"defined); provided, however, that -------------------- -------- ------- nothing herein contained shall be construed to prevent Sellers or any of their Affiliates from acquiring or merging with any business, Person or entity 80% or more of whose consolidated revenues for the most recently completed fiscal year prior to such acquisition were derived from businesses other than a Competitive Business. ARTICLE 7.8.2 "Competitive Business" shall mean a business in the Business Field, provided, however, Buyer acknowledges that each of clauses (i), (ii), (iii) and (iv) hereunder shall not constitute a Competitive Business: (i) the conduct of the business (which includes business derived from current research and development) of Sellers and their Affiliates as currently conducted (including the operations related to the Excluded Assets), (ii) the conduct of Sellers' joint venture partners who are not Affiliates, (iii) the manufacture, distribution and/or sale by Sellers or any of their Affiliates of vitamins, and/or nutraceuticals not primarily indicated (by labelling or packaging) for ophthmalic indications, but which may have opthmalic benefits, and Sellers may indicate that such product has ophthalmic benefits in addition to other benefits, provided, however, that Sellers and their Affiliates shall not during the three year period following the Closing Date directly promote or detail such products to eye care professionals. ARTICLE 7.8.3 In order to protect Buyer against any efforts by Sellers to cause Employees to terminate their employment, Sellers agree that for a period of one year following the Closing Date, Sellers will not directly or indirectly induce any Employees to leave their employment (and in the case of Cyanamid Storz Employees, hiring such Employees shall be prohibited for such term); provided however, the foregoing shall not apply to (i) Employees who first approach Sellers or their Affiliates for employment (except in the case of Cyanamid Storz Employees for whom hiring is prohibited hereunder for the term set forth in this Section 8.5 shall prohibit Parent 7.8.3) or its Affiliates ----------- from (i) engaging in the businesses conducted by Parent or its Affiliates (excluding the Companies) on the Closing Date and described in Schedule 8.5, ------------ (ii) owning not in excess of 5% solicitations or hiring (except in the aggregate case of any class of capital stock or other equity interest of any corporation if such stock Cyanamid Storz Employees for whom hiring is publicly traded and listed on any national or regional stock exchange or on prohibited hereunder for the Nasdaq Stock Market, (iii) owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision, subject to compliance with Section 8.5(b), -------------- or (iv) acquiring the assets or capital stock or other equity interests of any other Person engaged in such business subject to compliance with Section 8.5(b); -------------- and provided, further, that nothing term set forth in this Section 8.5 shall prohibit -------- ------- ----------- American Home Shield7.8.3) as part of a general employee solicitation not targeted at Employees (e.g. newspaper advertisements, etc.) or (iii) any Employee at any time that such Employee is no longer employed by Buyer or its Affiliates. ARTICLE 7.8.4 Sellers recognize and agree that a material breach by Sellers of any of the covenants set forth in this Section 7.8 would cause irreparable harm to Buyer, that Buyer's investment portfolio managed by an independent investment advisor from including not in excess of 5% remedies at Law in the aggregate event of such breach would be inadequate, and that, accordingly, in the event of such breach a restraining order or injunction or both may be issued against Sellers, in addition to any class or equity interest other rights and remedies which are available to Buyer. If this Section 7.8 is more restrictive than permitted by Applicable Law, this Section 7.8 shall be limited to the extent required to permit enforcement under any such Applicable Law. ARTICLE 7.8.5 For income tax purposes only, Buyer and Sellers agree that a portion of any Person engaged the Purchase price shall be allocated to the covenants in such Competitive Business.this Section 7.8. ARTICLE 7.9

Covenant Not to Compete. LWB shall make himself available for consultation with Buyer as needed for one (a1) In furtherance year following the Closing provided such consultation does not unreasonably interfere with other business activities. ForIn view of the ----------------------- sale of the Shares, the HEA Membership Interests and the SMMSLP LP Interests to Buyer hereunder, Parent covenants and agrees thatgoodwill by Xxxxxxx under this Agreement, for a period ending on the fourth anniversary of five years from and after the Closing Date, neither Parent nor any LWB will not engage directly or indirectly through BHI, BHM, BP, or otherwise in the construction and sale of its Affiliates (which term for purposes of this Section 8.5 single family homes in Alabama and Mississippi,the Alabama counties ofall Alabama and Mississippi,Alabama counties, including specifically Madison, Limestone, Jefferson, Morgan, Jefferson and Xxxxxx and theMobile, and Xxxxxxx, and all Mississippi counties ofcounties, including specifically Jackson and Xxxxxxxx, except that the foregoing restriction shall not include any Person who ----------- may acquire control apply (i) to the development of Parent after land for single family homes in a joint venturelimited liability company jointly owned with WHI as outlined in 2(j),section 2(k), (ii) the Closing Date and any construction and/or sale of homes on scattered lots (owned by customers) by Madison, or LWB's(iii) the development by LWB directly or through Affiliates of such Person immediately prior to such acquisitionrural properties (without availability of sanitary sewer systems)service other than individual septic tanks) will engage, directly or indirectly, anywhere in the world where the Business is conducted by the Companies as of the Closing Date in business activities that are competitive with the Business as conducted by the Companies on the Closing Date (the interest or business that includes such conflicting competitive activities is hereinafter referred to as a "Competitive Business"); provided, provided however, that -------------------- -------- ------- nothing set forth in this Section 8.5 Buyer shall prohibit Parent have for five years after Closing a Right of First Refusal to purchase all lots on such rural properties upon completion of development. LWB will not use the name "Xxxxxxx""Xxxxxxx," "BHI," or its Affiliates ----------- from a variation thereof on any entity with which he is associated and for two years after Closing will not hire directly or through any business with which he is associated, including Madison, any person who has been an employee of Xxxxxxx, BHI, WHA, WHM or WHI during the preceding twenty four (i24) engaging in months, except that LWB or an Affiliate may employ the businesses conducted by Parent or its Affiliates (excluding the Companies) on the Closing Date and described in Schedule 8.5, ------------ (ii) owning not in excess of 5% in the aggregate of any class of capital stock or other equity interest of any corporation if such stock is publicly traded and persons listed on Schedule 14. If the final judgment of a court of competent jurisdiction declares that any national term or regional stock exchange provision of this section 8(f) is invalid or on unenforceable, the Nasdaq Stock MarketParties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, (iii) owning an interest acquired 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 a creditor in bankruptcy or otherwise than by a voluntary investment decision, subject to compliance with Section 8.5(b), -------------- or (iv) acquiring so modified after the assets or capital stock or other equity interests expiration of any other Person engaged in such business subject to compliance with Section 8.5(b); -------------- and provided, further, that nothing set forth in this Section 8.5 shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed by an independent investment advisor from including not in excess of 5% in the aggregate of any class or equity interest of any Person engaged in such Competitive Businesstime within which the judgment may be appealed.

Covenant Not to Compete. (a) In furtherance Non-solicitation of Employees and Customers. For the ----------------------- sale of the Shares, the HEA Membership Interests and the SMMSLP LP Interests to Buyer hereunder, Parent covenants and agrees that, for a period ending on the fourth anniversary of the Closing Date, neither Parent nor any of its Affiliates (which term for purposes of this Section 8.5 9, the term "Employer" shall include, and the protections granted the Employer hereunder shall extend to, ATP Therapeutics, Inc., Biostream Therapeutics, Inc. (f/k/a Zebra Pharmaceuticals, Inc.), and any other entities now or hereinafter affiliated, acquired or created by the Employer. The Employee agrees that while employed by the Employer and for a continuous period of one (1) year following the date of the termination of his employment with the Employer either voluntarily without "Good Reason" or involuntarily by the Company for "cause" (the "Restricted Period"), he shall not include any Person who ----------- may acquire control (without the express prior written consent of Parent after the Closing Date and any Affiliates Board of such Person immediately prior to such acquisition) will engageDirectors of the Employer), directly or indirectly, anywhere compete with the Employer. In construing the foregoing prohibition, the Employee shall be deemed to be competing with the Employer if he shall become self-employed in, or accept employment with, consult with, render services to or become associated with, own, manage, operate, join, control, or participate in the world where ownership, management, operation, or control of, or be connected in any material manner with, or directly or indirectly enter into the Business is conducted by the Companies employment of, or make a substantial investment in (other than as a holder of not more than 3% of the Closing Date in total outstanding stock of a publicly held company), any corporation, partnership, proprietorship or other type of business activities that are competitive organization or entity which engages in, any business (a "Competing Business") involving the sale, distribution, development or research concerning diagnostic molecular imaging of the myocardium or other lines of the Employer which directly and materially competes with the Business as conducted by product lines in or with which the Companies Employer is then currently involved. The Employee further agrees that, during his employment with the Employer and during the Restricted Period, he shall not solicit any of the Employer's employees, existing customers or prospective customers (of which the Employee is then currently aware), affiliated research institutions or scientists, on behalf of himself or any Competing Business. This Section 9 shall in all respects survive any termination of this Agreement and shall remain in full force and effect during the Closing Date (Restricted Period. In the interest or business that includes such conflicting competitive activities is hereinafter referred to as a "Competitive Business"); provided, however, that -------------------- -------- ------- nothing set forth in event of the Employee's breach of this Section 8.5 9 during the Restricted Period, the Employee shall prohibit Parent or its Affiliates ----------- from (i) engaging immediately and irrevocably forfeit future payments to the Employee under the Severance Package as hereinafter defined in the businesses conducted by Parent or its Affiliates (excluding the Companies) on the Closing Date and described in Schedule 8.5, ------------ (ii) owning not in excess of 5% in the aggregate of any class of capital stock or other equity interest of any corporation if such stock is publicly traded and listed on any national or regional stock exchange or on the Nasdaq Stock Market, (iii) owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision, subject to compliance with Section 8.5(b), -------------- or (iv) acquiring the assets or capital stock or other equity interests of any other Person engaged in such business subject to compliance with Section 8.5(b); -------------- and provided, further, that nothing set forth in this Section 8.5 shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed by an independent investment advisor from including not in excess of 5% in the aggregate of any class or equity interest of any Person engaged in such Competitive Business15.

Covenant Not to Compete. For a period of two (a2) In furtherance of years from and after the ----------------------- sale of the SharesClosing Date, the HEA Membership Interests and Seller will not, directly or indirectly, as principal, agent, trustee or through the SMMSLP LP Interests to Buyer hereunderagency of any corporation, Parent covenants and agrees thatpartnership, for a period ending on association or agent or agency, (i) participate or engage in the fourth anniversary Business existing as of the Closing Date, neither Parent nor (ii) service or solicit any of its Affiliates Mercxx'x xxxiness from any customer of Mercxx, (which term xii) request or advise any customer of Mercxx xx withdraw, curtail or cancel such customer's business with Mercxx xx (iv) solicit for employment any person employed by Mercxx xx the Closing Date (other than Michxxx Xxxxx); XROVIDED HOWEVER, that (A) no owner of less than five percent (5%) of the outstanding stock of any publicly traded corporation shall, for purposes of this Section 8.5 shall not include SECTION 6(f), be deemed to engage solely by reason thereof in any of its businesses and (B) the future acquisition by the Seller or its Affiliates of any Person who ----------- may acquire control of Parent after the Closing Date and any Affiliates of such Person immediately prior to such acquisition) will engage, directly or indirectly, anywhere entity engaged in the world where the Business is conducted by the Companies as business of the Closing Date in business activities that are competitive with the Business as conducted by the Companies on the Closing Date manufacturing floor coverings or related accessories (the interest or business that includes such conflicting competitive activities is hereinafter referred to as other than specialty chemicals) (herein, a "Competitive Business") shall not be deemed to violate this SECTION 6(F) if (x) less than thirty percent (30%) of the total revenues of such acquired entity or Person are derived from the Competitive Business and (y) Mercxx xx given (aa) an option to purchase the Competitive Business on terms and conditions to be negotiated in good faith by the parties at a purchase price reasonably related to the portion of the purchase price of the acquired entity that is related to the Competitive Business and (bb) a right of first refusal to acquire the Competitive Business also on terms and conditions to be negotiated in good faith by the parties. (g); provided, however, that -------------------- -------- ------- nothing set forth in this Section 8.5 shall prohibit Parent or its Affiliates ----------- from (i) engaging in the businesses conducted by Parent or its Affiliates (excluding the Companies) on the Closing Date and described in Schedule 8.5, ------------ (ii) owning not in excess of 5% in the aggregate of any class of capital stock or other equity interest of any corporation if such stock is publicly traded and listed on any national or regional stock exchange or on the Nasdaq Stock Market, (iii) owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision, subject to compliance with Section 8.5(b), -------------- or (iv) acquiring the assets or capital stock or other equity interests of any other Person engaged in such business subject to compliance with Section 8.5(b); -------------- and provided, further, that nothing set forth in this Section 8.5 shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed by an independent investment advisor from including not in excess of 5% in the aggregate of any class or equity interest of any Person engaged in such Competitive Business.

Covenant Not to Compete. Executive agrees that if, and only if, (i) Executive is terminated by Employer with Cause; (ii) Executive resigns without Good Reason from his employment with Employer; or (iii) on or after a Change in Control, Executive is terminated without Cause or resigns for Good Reason and receives a CIC Lump Sum Payment; then for a period of twelve (12) months from the date when Executive’s employment with Employer ends, he shall not (a) In furtherance of the ----------------------- sale of the Shares, the HEA Membership Interests and the SMMSLP LP Interests to Buyer hereunder, Parent covenants and agrees that, for a period ending on the fourth anniversary of the Closing Date, neither Parent nor any of its Affiliates (which term for purposes of this Section 8.5 shall not include any Person who ----------- may acquire control of Parent after the Closing Date and any Affiliates of such Person immediately prior to such acquisition) will engagebecome employed or retained by, directly or indirectly, anywhere any bank or other regulated financial services institution with an office or operating branch in the world where the Business is conducted by the Companies as any county in New Jersey within which TRCB or any other then existing subsidiary of the Closing Date in business activities that are competitive with the Business as conducted by the Companies on the Closing Date (the interest TRB maintains an office or business that includes such conflicting competitive activities is hereinafter referred to as a "Competitive Business"); providedbranch, however, that -------------------- -------- ------- nothing set forth in this Section 8.5 shall prohibit Parent which bank or its Affiliates ----------- from institution (i) engaging in the businesses conducted by Parent directly competes with TRCB or its Affiliates (excluding the Companies) on the Closing Date any other then existing subsidiary of TRB, and described in Schedule 8.5, ------------ (ii) owning not in excess could reasonably be expected to materially adversely affect the revenues generated by TRCB or any other then existing subsidiary of 5% in the aggregate of any class of capital stock or other equity interest of any corporation if such stock is publicly traded and listed on any national or regional stock exchange or on the Nasdaq Stock MarketTRB, (iii) owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision, subject to compliance with Section 8.5(b), -------------- or (ivb) acquiring solicit, entice or induce any person who, at any time during the assets one year period through such date was, or capital stock at any time during the period of twelve (12) months from the date when Executive’s employment with Employer ends is, either an employee of Employer in a senior managerial, operational or other equity interests lending capacity, or a highly skilled employee with access to and responsibility for any confidential information, to become employed or engaged by Executive or any person, firm, company or association in which Executive has an interest; approach any such person for any such purpose; or authorize or knowingly approve the taking of such actions by any other Person engaged person or entity. Executive acknowledges that the terms and conditions of this restrictive covenant are reasonable and necessary to protect TRB, its subsidiaries, and its affiliates, and that Employer’s tender of performance under this Agreement, including the payment of the CIC Lump Sum Payment, is fair, adequate and valid consideration in such business subject to compliance with Section 8.5(b); -------------- and provided, further, that nothing set forth in exchange for his promises under this Section 8.5 15 of this Agreement. Executive further acknowledges that his knowledge, skills and abilities are sufficient to permit him to earn a satisfactory livelihood without violating the provisions of this Section 15. Executive agrees that, should Employer reasonably conclude that Executive has failed to fully comply with all of the terms of this Section 15, Employer may apply to a court of competent jurisdiction for such equitable relief as Employer believes to be necessary and effective, and may pursue a claim against Executive for damages. Executive further agrees that Executive shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed reimburse Employer for all legal fees incurred by an independent investment advisor from including not Employer in excess (i) applying for and securing such equitable relief as is granted under the preceding sentence, and (ii) asserting and pursuing a claim for damages under the preceding sentence which is adjudicated wholly or partially in favor of 5% in the aggregate of any class or equity interest of any Person engaged in such Competitive BusinessEmployer.

Covenant Not to Compete. (a) In furtherance of the ----------------------- sale of the Shares, the HEA Membership Interests and the SMMSLP LP Interests to Buyer hereunder, Parent covenants and Seller agrees that, that for a period ending on the fourth anniversary of 3 ----------------------- years following the Closing Date, neither Parent nor Seller shall not, either for itself or for any other Person controlled by it, without the prior written consent of its Affiliates (which term for purposes of this Section 8.5 shall not include any Person who ----------- may acquire control of Parent after Buyer, engage in the Closing Date and any Affiliates of such Person immediately prior to such acquisition) will engage, directly or indirectly, Business anywhere in the world where the Business is conducted by the Companies as of the Closing Date in business activities that are competitive with the Business as conducted by the Companies on the Closing Date United States and Canada (the interest or business that includes such conflicting competitive activities is hereinafter referred to as a "Competitive Restricted ---------- Business"); providedprovided that, howevernotwithstanding the foregoing, that -------------------- -------- ------- nothing set forth in this Section 8.5 shall prohibit Parent or its Affiliates ----------- from Seller may (i) engaging -------- -------- ---- hereafter purchase, or otherwise become affiliated with or participate in, any enterprise engaged in the businesses conducted by Parent or Restricted Business if less than 20% of the aggregate gross revenues of such enterprise for its Affiliates most recently completed fiscal year were derived from the Restricted Business (excluding and Seller may hereafter acquire a controlling interest in any enterprise that is engaged in the Companies) on Restricted Business, even if more than 20% of the Closing Date and described aggregate gross revenues of such enterprise for its most recently completed fiscal year were derived from the Restricted Business, so long as Seller shall use reasonable efforts to divest, as soon as reasonably practicable, a portion of its interest in Schedule 8.5such enterprise relating to the Restricted Business such that the 20% gross revenues test set forth above would not be exceeded after giving effect to such divestiture), ------------ (ii) owning hereafter own, operate, acquire or otherwise become affiliated with or participate in any wholesale or retail grocery business, any grocery distribution business or any foodservice distribution business which is not in excess of 5% engaged in the aggregate manufacture of any class of capital stock or other equity interest of any corporation if such stock is publicly traded and listed on any national or regional stock exchange or on the Nasdaq Stock Marketbagels, (iii) owning an interest acquired as a creditor engage in bankruptcy any joint marketing, promotion or otherwise than in-store merchandizing program for any of Seller's products or any products produced by a voluntary investment decisionor for any Person, subject to compliance with Section 8.5(b), -------------- or and (iv) acquiring perform its obligations under the assets or capital stock or other equity interests of any other Person engaged in such business subject to compliance with Section 8.5(b); -------------- and providedTransition Services Agreement. Notwithstanding the foregoing, further, that nothing set forth in this Section 8.5 5(d) shall be deemed to prohibit -------- ------- ----------- American Home Shield's investment portfolio managed by an independent investment advisor Seller from including not in excess of 5% in the aggregate leasing, renting, ------------ selling or otherwise disposing of any class or equity interest of any Person engaged in such Competitive BusinessExcluded Assets.

Covenant Not to Compete. (a) In furtherance of For the ----------------------- sale of period from and after the SharesClosing Date through December 31, 2008, the HEA Membership Interests and Seller will not engage directly or indirectly in any place in the SMMSLP LP Interests to Buyer hereunder, Parent covenants and agrees that, for a period ending on world in any business that the fourth anniversary Business conducts as of the Closing Date, neither Parent nor any of its Affiliates (which term for purposes of this Section 8.5 shall not include any Person who ----------- may acquire control of Parent after the Closing Date and any Affiliates of such Person immediately prior to such acquisition) will engage, directly or indirectly, anywhere in the world where the Business is conducted by the Companies as of the Closing Date in business activities that are competitive with the Business as conducted by the Companies on the Closing Date (the interest or business that includes such conflicting competitive activities is hereinafter referred to as a "Competitive Business"); provided, however, that -------------------- -------- ------- nothing (i) the Seller may continue its operations at the Lake Charles facility consisxxxx xxth the Lake Charles Agree- ment (anx xx Xxyer breaches its obligation under the Lake Charles Agreement to (A) xxxxxy Lake Charles Green Coke to txx Xxxxxxxx xuring the Contract Period (as "Lake Charles Green Coke", "Cxxxxxxx" xxx "Contract Period" are defined in the Lake Charles Agreement), the Xxxxxx may procure from its Affiliates or third parties that amount of Lake Charles Green Coke equax xx xxx xxxxerence between the amount of Lake Charles Green Coke requxxxx xx xxx Xalciner and the amount of Lake Charles Green Coke that Xxxxx xxxxxxly supplied to Seller during the relevant portion of the Contract Period, or (B) take delivery of the annual GLC Quantity of Calcined Coke during the Tolling Period (as "GLC Quantity", "Calcined Coke" and "Tolling Period" are defined in the Lake Charles Agreement), Selxxx xxx sell to its Affiliates or third parties that amount of Calcined Coke equal to the difference between the GLC Quantity and the Calcined Coke that Buyer actually took delivery of during the relevant portion of the Tolling Period, (ii) the Seller may perform its obligations under the contracts listed in clauses (i), (ii) and (iii) of the definition of "Retained Contracts" (in accordance with any limitations or restrictions set forth in this Section 8.5 shall prohibit Parent or its Affiliates ----------- from the Lake Charles Agreement), (iiix) engaging xxx Seller's activities and ownership of the Seller's affiliate's interest in a calciner in the businesses conducted by Parent or its Affiliates (excluding vicinity of Edmonton, Alberta are excluded from the Companies) on the Closing Date Seller's covenant not to compete, and described in Schedule 8.5, ------------ (ii) owning not in excess of 5% in the aggregate of any class of capital stock or other equity interest of any corporation if such stock is publicly traded and listed on any national or regional stock exchange or on the Nasdaq Stock Market, (iii) owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision, subject to compliance with Section 8.5(b), -------------- or (iv) acquiring ownership of a Person who purchases green petroleum coke or calcines petroleum coke for its own use or whose revenues from calcining petroleum coke do not exceed 20% of the assets Person's revenues is not a breach of this covenant. If the final judgment of a court of competent jurisdiction declares that any term or capital stock provision of this S ec. 6(e) is invalid or other equity interests unenforceable, the Parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any other Person engaged in such business subject invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to compliance with Section 8.5(b); -------------- expressing the intention of the invalid or unenforceable term or provision, and provided, further, that nothing set forth in this Section 8.5 Agreement shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed by an independent investment advisor from including not in excess be enforceable as so modified after the expiration of 5% in the aggregate of any class or equity interest of any Person engaged in such Competitive Businesstime within which the judgment may be appealed.

Covenant Not to Compete. (a) In furtherance of the ----------------------- sale of the Shares, the HEA Membership Interests and the SMMSLP LP Interests to Buyer hereunder, Parent covenants and The Seller agrees that, that for a period ending on the fourth anniversary of four years after the Closing Date, neither Parent it, any of the Seller Subsidiaries, nor any of its Affiliates (which term for purposes of this Section 8.5 shall not include any Person who ----------- may acquire control of Parent after the Closing Date and any Affiliates of such Person immediately prior to such acquisition) will engageAffiliate shall, directly or indirectly, anywhere own, manage, operate, join, control or participate in the world ownership, management, operation or control of any business whether in corporate, proprietorship or partnership form or otherwise as more than a five percent (5%) owner in such business where the Business such business is conducted by the Companies as of the Closing Date in business activities that are competitive with the Business as conducted by the Companies on or prior to the Closing Date (the interest or business that includes such conflicting competitive activities is hereinafter referred to as a "Competitive Business). The covenant contained in the immediately preceding sentence shall not be deemed to have been violated by any sale by the Seller, any of the Seller Subsidiaries or any Affiliate, of fasteners or retaining rings sold either (a) as a component of a larger product sold by such Seller, Seller Subsidiary or Affiliate or (b) as a replacement part for a component of a larger product sold by such Seller, Seller Subsidiary or Affiliate, so long as such fasteners or retaining rings are not manufactured by Seller, any of the Seller Subsidiaries or any Affiliate. The provisions of this Section 7.11 shall not prevent the Seller, any of the Seller Subsidiaries, or any Affiliate from acquiring a business engaged in a Competitive Business (an "Acquired Business"); providedprovided that such Competitive Business constitutes less than 20% of the revenues of the Acquired Business. If Seller, howeverany Seller Subsidiaries or any Affiliate acquires an Acquired Business, then Seller shall promptly notify Buyer of such transaction and afford Buyer the opportunity to make an offer to purchase the Competitive Business. Seller shall consider Buyer's offer for such Competitive Business in good faith, but shall not be under any obligation to accept such offer. The Seller specifically acknowledges and agrees that -------------------- -------- ------- nothing the remedy at law for any breach of this Section 7.11 will be inadequate and that the Buyer, in addition to any other relief available to it, shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage. In the event that the provisions of this Section 7.11 should ever be deemed to exceed the limitation provided by applicable law, then the Parties agree that such provisions shall be reformed to set forth in this Section 8.5 shall prohibit Parent or its Affiliates ----------- from (i) engaging in the businesses conducted by Parent or its Affiliates (excluding the Companies) on the Closing Date and described in Schedule 8.5, ------------ (ii) owning not in excess of 5% in the aggregate of any class of capital stock or other equity interest of any corporation if such stock is publicly traded and listed on any national or regional stock exchange or on the Nasdaq Stock Market, (iii) owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision, subject to compliance with Section 8.5(b), -------------- or (iv) acquiring the assets or capital stock or other equity interests of any other Person engaged in such business subject to compliance with Section 8.5(b); -------------- and provided, further, that nothing set forth in this Section 8.5 shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed by an independent investment advisor from including not in excess of 5% in the aggregate of any class or equity interest of any Person engaged in such Competitive Businessmaximum limitations permitted.

Covenant Not to Compete. (a) In furtherance of the ----------------------- sale of the Shares, the HEA Membership Interests and the SMMSLP LP Interests to Buyer hereunder, Parent covenants and agrees that, for For a period ending on of five (5) years following the fourth anniversary of the Closing DateClosing, neither Parent nor Seller, Partnership, Dean Xxxxx, Xxhn Xxxxxxxx xxx Dennxx Xxxxxx xxxll not, directly or indirectly (i) engage in, own, operate, be employed by, consult with, assist or advise any of its Affiliates (which term for purposes of this Section 8.5 shall not include any Person who ----------- may acquire control of Parent after the Closing Date and any Affiliates of such Person immediately prior to such acquisition) will engagebusiness that competes, directly or indirectly, anywhere with the Business in any state in the world where United States in which the Business is conducted by the Companies as of the Closing Date in business activities that are competitive with the Business as conducted by the Companies on the Closing Date (the interest or business that includes such conflicting competitive activities is hereinafter referred to as a "Competitive Business")currently conducted; provided, however, that -------------------- -------- ------- nothing set forth the following activities shall not be deemed a violation of this covenant: (a) the permitting and construction of signs so long as such signs are used solely in connection with other activities of Seller or such signs are sold to others, and in either case no advertising is sold directly or indirectly by Seller or an Affiliate or agent of Seller on such signs and (b) the leasing or licensing of real estate to other persons for the purpose of construction of signs, (ii) solicit any customers of the Business; provided, however, that the solicitation of customers of the Business shall not be deemed a violation of this Section 8.5 shall prohibit Parent covenant if such solicitation is for the conduct of a sign business outside of the United States or its Affiliates ----------- from such solicitation is made in connection with activities of Seller which are not restricted under this covenant, or (iiii) engaging in the businesses conducted hire or offer employment to any employee of Seller or Partnership whose employment is continued by Parent or its Affiliates (excluding the Companies) on Buyer after the Closing Date and described in Schedule 8.5, ------------ (ii) owning not in excess or any employee of 5% Buyer or any successor or Affiliate of Buyer which is engaged in the aggregate Business, unless (a) Buyer first terminates the employment of such employee or gives its prior written consent to such employment or offer of employment (b) such employee contacts Seller regarding employment opportunities, (c) such employee responds to any class general solicitation by Seller for employment with Seller or (d) the employment of capital stock such employee by Buyer has terminated. Seller and Partnership acknowledge and agree that the time, scope, geographic area and other provisions of this Covenant Not to Compete have been specifically negotiated by sophisticated parties and that such provisions are reasonable under the circumstances. The parties further agree that if, despite the foregoing acknowledgment, a court or other equity interest tribunal of competent jurisdiction holds that any corporation if of the restrictions of this Covenant Not to Compete are unenforceable, the maximum restrictions of time, scope or geographic area reasonable under the circumstances, as determined by such stock is publicly traded and listed on court or tribunal, shall be substituted for any national or regional stock exchange or on the Nasdaq Stock Market, (iii) owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision, subject to compliance with Section 8.5(b), -------------- or (iv) acquiring the assets or capital stock or other equity interests of any other Person engaged in such business subject to compliance with Section 8.5(b); -------------- and provided, further, that nothing set forth in this Section 8.5 shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed by an independent investment advisor from including not in excess of 5% in the aggregate of any class or equity interest of any Person engaged in such Competitive Businessrestrictions held unenforceable.

Covenant Not to Compete. (a) In furtherance of the ----------------------- sale of the Shares, the HEA Membership Interests Purchaser and the SMMSLP LP Interests to Buyer hereunder, Parent covenants Seller and agrees that, its Related Persons agree that for a period ending of five (5) years commencing on the fourth anniversary of the Closing Date, neither Parent nor any of its Affiliates (which term for purposes of this Section 8.5 shall not include any Person who ----------- may acquire control of Parent after it will not, within the Closing Date and any Affiliates of such Person immediately prior to such acquisition) will engageTerritory, either directly or indirectly, anywhere own, manage, operate, join, control or participate in the world ownership, management, operation or control of, any business, whether in corporate, limited liability, proprietorship or partnership form or otherwise where the Business such business is conducted by the Companies as of the Closing Date engaged in business activities that are competitive with the Business as conducted by the Companies on the Closing Date (the interest or business that includes such conflicting competitive activities is hereinafter referred to as a "Competitive Competing Business"); provided, however, that -------------------- -------- ------- nothing set forth if Seller or any of its Related Persons acquires by merger, stock purchase, asset purchase or other form of business combination or acquisition a Person that is already engaged in a Competing Business, this Section 8.5 9.7 shall prohibit Parent or its Affiliates ----------- from (i) engaging in the businesses conducted by Parent or its Affiliates (excluding the Companies) on the Closing Date and described in Schedule 8.5, ------------ (ii) owning not in excess of 5% in be violated if the aggregate of the annual GAAP revenues from such acquired Competing Business represent 5% or less of the total annual GAAP revenues for such year of the acquired Person, or if Seller or the relevant acquiring Related Person divests such acquired Competing Business within six months of acquiring it. The Parties hereto specifically acknowledge and agree that the foregoing covenant and agreement is made and given by Seller in connection with the sale of the Business and Company and the goodwill associated therewith and in order to protect and preserve to the Purchaser the benefit of its bargain in the purchase of Company and Business and the related goodwill, that the remedy at law for any class breach of capital stock or other equity interest of any corporation if such stock is publicly traded the foregoing will be inadequate, and listed on any national or regional stock exchange or on that the Nasdaq Stock MarketPurchaser, (iii) owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision, subject addition to compliance with Section 8.5(b), -------------- or (iv) acquiring the assets or capital stock or other equity interests of any other Person engaged relief available to it, and notwithstanding any other provision herein, shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage or posting any bond in connection with the issuance of such business subject temporary or permanent injunction. In the event that the provisions of this Section 9.7 should ever be deemed to compliance with Section 8.5(b); -------------- and providedexceed the limitation provided by applicable Law, further, then the parties hereto agree that nothing such provisions shall be reformed to set forth in this Section 8.5 shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed by an independent investment advisor from including not in excess of 5% in the aggregate of any class or equity interest of any Person engaged in such Competitive Businessmaximum limitations permitted.

Covenant Not to Compete. (a) In furtherance of the ----------------------- sale of the SharesAs a material inducement for Buyer to enter into this Agreement, the HEA Membership Interests and the SMMSLP LP Interests to Buyer hereunderMunzee Owners, Parent covenants and agrees thatcurrently employed by Munzee, agree that for a period ending on the fourth anniversary of three (3) years following the Closing Date(the “Non-Competition Period”), neither Parent nor any they covenant and agree that each of its Affiliates (which term for purposes of this Section 8.5 them shall not include any Person who ----------- may acquire control of Parent after the Closing Date and any Affiliates of such Person immediately prior to such acquisition) will engagenot, directly or indirectlyindirectly own, anywhere in the world where the Business is conducted by the Companies as manage, operate, participate in, produce, represent, distribute and/or otherwise act on behalf of the Closing Date in business activities that are competitive with the Business as conducted by the Companies on the Closing Date any person, firm, corporation, partnership or other entity which involves location-based gaming services (the interest or business that includes such conflicting competitive activities is hereinafter referred to as a "“Competitive Business"”) anywhere within the United States, its possessions and territories, Canada or Mexico (collectively, the “Territory”); providedor hire any employee or former employee of Buyer, howeverthe Surviving Company or Munzee to perform services in or involving the Competitive Business, unless the individual hired shall have departed Buyer’s, the Surviving Company’s or Munzee’s employment at least twelve (12) months prior to the hiring. The Munzee Owners further covenant and agree that -------------------- -------- ------- during the Non-Competition Period, they will not directly or indirectly solicit or agree to service for their benefit or the benefit of any third-party, any of Buyer’s or the Surviving Company’s customers. Notwithstanding the foregoing, nothing set forth in this Section 8.5 3.1 shall prohibit Parent them from owning, managing, operating, participating in the operation of, or advising, consulting or being employed by any entity that is not involved in the Competitive Business, as long as such activities do not affect the responsibilities of employment at the Surviving Company or its Affiliates ----------- subsidiaries. The Munzee Owners acknowledge and agree that Buyer will expend substantial time, talent, effort and money in marketing, promoting, managing, selling and otherwise exploiting the Business, in part by virtue of Buyer’s acquisition of the Assets pursuant to this Agreement, that Munzee Owners are all of the owners of Munzee, that they are receiving a substantial benefit from (i) engaging the transactions contemplated hereunder and that the benefit received by Buyer and the Munzee Owners in agreeing to be bound by this Section 3.1 are a material part of the consideration for the transactions contemplated by this Agreement. The Parties recognize that this Section 3.1 contains conditions, covenants, and time limitations that are reasonably required for the protection of the business of the Surviving Company. If any limitation, covenant or condition shall be deemed to be unreasonable and unenforceable by a court or arbitrator of competent jurisdiction, then this Section 3.1 shall thereupon be deemed to be amended to provide for modification of such limitation, covenant and/or condition to such extent as the court or arbitrator shall find to be reasonable and such modification shall not affect the remainder of this Agreement. The Munzee Owners acknowledge that, in the businesses conducted event a Munzee Owner breaches this Agreement (the “Breaching Munzee Owner”), money damages will not be adequate to compensate Buyer for the loss occasioned by Parent or its Affiliates (excluding the Companies) on the Closing Date and described in Schedule 8.5such breach. The Munzee Owners therefore consent, ------------ (ii) owning not in excess of 5% in the aggregate event of any class such a breach, to the granting of capital stock injunctive or other equity interest equitable relief against the Breaching Munzee Owner by any court of any corporation if such stock is publicly traded competent jurisdiction. As additional consideration for the Munzee Owners agreeing to this Covenant Not to Compete, the Company’s two executive officers, Xxxxx Xxxxxxx and Xxxx Xxxxxxx, will enter into separate non-compete agreements with the same restrictions as listed on any national or regional stock exchange or on the Nasdaq Stock Market, (iii) owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision, subject to compliance with Section 8.5(b), -------------- or (iv) acquiring the assets or capital stock or other equity interests of any other Person engaged in such business subject to compliance with Section 8.5(b); -------------- and provided, further, that nothing set forth in this Section 8.5 shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed by an independent investment advisor from including not in excess of 5% in the aggregate of any class or equity interest of any Person engaged in such Competitive Business3.1.

Covenant Not to Compete. Hirschson agrees that for (a) In furtherance of the ----------------------- sale of the Shares, the HEA Membership Interests and the SMMSLP LP Interests to Buyer hereunder, Parent covenants and agrees that, for a period ending on the fourth anniversary of the Closing Date, neither Parent nor any of its Affiliates three (which term for purposes of this Section 8.5 shall not include any Person who ----------- may acquire control of Parent 3) years from and after the Closing Date and any Affiliates of such Person immediately prior to such acquisition) Closing, he will engagenot, directly or indirectly, anywhere in any manner (i) engage in the world where the Business is business of sheet metal fabrication or sale of technical furniture, computer communication enclosures, computer and electronic rack mounting equipment or in any business that competes with any business conducted by the Companies as of Buyer and will not, directly or indirectly, own, manage, operate, join, control or participate in the Closing Date ownership, management, operation or control of, or be employed by or connected in business activities that are competitive any manner with the Business as conducted by the Companies on the Closing Date (the interest any corporation, firm, entity, or business that includes such conflicting competitive activities is hereinafter referred to as a "Competitive Business"); so engaged unless duly authorized by written consent of Buyer (provided, however, that -------------------- -------- ------- nothing set forth herein shall prohibit him from owning not more than five (3%) percent of the outstanding stock of any publicly held corporation); and (b) that for a period of five (5) years from and after its Closing he will not (i) persuade or attempt to persuade any employee of Buyer or any entity in control of, or controlled by, it (an "affiliate") to leave the employ of such company or entity or to become employed by any other entity; or (ii) persuade or attempt to persuade any current client or former client of Buyer or an affiliate of Buyer to reduce the amount of business it does or intends or anticipates doing with Buyer or such affiliate. Hirschson acknowledges that a violation of any of the covenants contained in this Section 8.5 shall prohibit Parent or its Affiliates ----------- from (i) engaging 7.04 may cause irreparable injury to the Buyer and that Buyer will be entitled, in the businesses conducted by Parent or its Affiliates (excluding the Companies) on the Closing Date and described in Schedule 8.5, ------------ (ii) owning not in excess of 5% in the aggregate of any class of capital stock or other equity interest of any corporation if such stock is publicly traded and listed on any national or regional stock exchange or on the Nasdaq Stock Market, (iii) owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision, subject addition to compliance with Section 8.5(b), -------------- or (iv) acquiring the assets or capital stock or other equity interests of any other Person engaged in such business subject rights and remedies it may have, to compliance with Section 8.5(b); -------------- and provided, further, that nothing set forth injunctive relief. In the event the covenants contained in this Section 8.5 7.04 should be held by any court or other duly constituted judicial authority to be void or otherwise unenforceable in any particular jurisdiction or with respect to any particular activity or with respect to the period of restraint, then such covenants so affected shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed by an independent investment advisor from including not be deemed to have been amended and modified so as to eliminate therefrom the particular jurisdiction or activity as to which such covenants are so held to be void or otherwise unenforceable or to reduce the period of restraint, and, as so modified and as to all other jurisdictions and activities covered hereby, the terms and provisions hereof shall remain in excess of 5% in the aggregate of any class or equity interest of any Person engaged in such Competitive Businessfull force and effect.

Covenant Not to Compete. The Employee expressly acknowledges that (ai) In furtherance the Company is and will be engaged in the manufacture of adhesives, sealants and coatings; (ii) the Employee is one of a limited number of persons who has extensive knowledge and expertise relevant to the businesses of the ----------------------- sale Company, its Subsidiaries and their Affiliates; (iii) the Employee's performance of his services for the Company hereunder will afford him full and complete access to and cause him to become highly knowledgeable about the Company's, its Subsidiaries' and their Affiliates' Confidential Information; (iv) the agreements and covenants contained in this Section 4.5 are essential to protect the business and goodwill of the SharesCompany, its Subsidiaries and their Affiliates because, if the HEA Membership Interests and the SMMSLP LP Interests to Buyer hereunder, Parent covenants and agrees that, for a period ending on the fourth anniversary of the Closing Date, neither Parent nor Employee enters into any of its Affiliates (which term for purposes of this Section 8.5 shall not include any Person who ----------- may acquire control of Parent after the Closing Date and any Affiliates of such Person immediately prior to such acquisition) will engage, directly or indirectly, anywhere in the world where the Business is conducted by the Companies as of the Closing Date in business activities that are competitive with the Business as conducted by businesses of the Companies on Company, its Subsidiaries and their Affiliates, he will cause substantial harm to the Closing Date Company or its Subsidiaries and Affiliates; and (v) his covenants to the interest or business that includes such conflicting competitive activities is hereinafter referred to as a "Competitive Business"); providedCompany, however, that -------------------- -------- ------- nothing its Subsidiaries and their Affiliates set forth in this Section 8.5 4.5 are being made in partial consideration of the Company's grant of the Option to him. Accordingly, the Employee hereby agrees that while he is employed by the Company hereunder and for the one (1) year period thereafter (the "NON-COMPETITION PERIOD"), he shall prohibit Parent not directly or indirectly own any interest in, invest in, lend to, borrow from, manage, control, participate in, consult with, become employed by, render services to, or in any other manner whatsoever engage in, any business which is competitive with any business actively being engaged in by the Company, its Subsidiaries and their Affiliates ----------- from or actively (iand demonstrably) being considered by the Company, its Subsidiaries and their Affiliates for entry into on the date of the termination of the Employment Period, within any states or geographical regions in which any such business is being conducted or in which the Company, its Subsidiaries and their Affiliates is or are actively (and demonstrably) considering engaging in the businesses conducted by Parent or its Affiliates (excluding the Companies) on the Closing Date and described in Schedule 8.5date of the termination of the Employment Period. The preceding to the contrary notwithstanding, ------------ (ii) owning not in excess of 5% the Employee shall be free to make investments in the aggregate publicly traded securities of any corporation, provided that such investments do not amount to more than 1% of the outstanding securities of any class of capital stock or other equity interest of any corporation if such stock is publicly traded and listed on any national or regional stock exchange or on the Nasdaq Stock Market, (iii) owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision, subject to compliance with Section 8.5(b), -------------- or (iv) acquiring the assets or capital stock or other equity interests of any other Person engaged in such business subject to compliance with Section 8.5(b); -------------- and provided, further, that nothing set forth in this Section 8.5 shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed by an independent investment advisor from including not in excess of 5% in the aggregate of any class or equity interest of any Person engaged in such Competitive Businesscorporation.

Covenant Not to Compete. (a) In furtherance Sellers and their Affiliates will not, on a worldwide basis, at any time during the period of the ----------------------- sale of the Shares, the HEA Membership Interests and the SMMSLP LP Interests to Buyer hereunder, Parent covenants and agrees that, for a period ending on the fourth anniversary of five (5) years from the Closing Date, neither Parent nor any of its Affiliates (which term for purposes of this Section 8.5 shall not include any Person who ----------- may acquire control of Parent after the Closing Date and any Affiliates of such Person immediately prior to such acquisition) will engage, directly or indirectly, anywhere own, manage, operate, join, control or participate in the world where ownership, management, operation or control of, any business which, or any business organization any part of which, engages in activities relating to the Business is conducted by the Companies as products listed on Schedule 5.3A hereof, except that Sellers and their Affiliates may acquire (a) any Person, less than 10% of the Closing Date in gross revenues of which are derived from a business activities that are competitive with involving the Business as conducted by production of any of the Companies on the Closing Date foregoing products (the interest or business that includes such conflicting competitive activities is hereinafter referred to as a "Competitive Business"), PROVIDED that the Competitive Business is not thereafter expanded such that its revenues exceed 20% of the gross revenues of such Person; provided, however, that -------------------- -------- ------- nothing set forth in this Section 8.5 shall prohibit Parent or its Affiliates ----------- from (ib) engaging in the businesses conducted by Parent or its Affiliates (excluding the Companies) on the Closing Date and described in Schedule 8.5, ------------ (ii) owning not in excess of no more than 5% in the aggregate of any class of capital stock securities of a Person, if such securities are traded in any public market (within or other equity interest outside the United States) or 15% of any corporation class of privately held securities of a Person, in either case if such stock Person derives 10% or more of its gross revenues from a Competitive Business. The remedy at law for any breach or attempted breach of the provisions of this Section 5.3 will be inadequate and Buyer shall be entitled to temporary or permanent injunctive relief against any breach or attempted breach of such provision without the necessity of posting bond or proving actual damages. It is publicly traded and listed on the express intention of the parties hereto to comply with all laws which may be applicable to this Section 5.3. Should any national or regional stock exchange or on the Nasdaq Stock Market, (iii) owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision, subject to compliance with Section 8.5(b), -------------- or (iv) acquiring the assets or capital stock or other equity interests of any other Person engaged in such business subject to compliance with Section 8.5(b); -------------- and provided, further, that nothing set forth restriction contained in this Section 8.5 shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed by an independent investment advisor from including 5.3 be found to contain limitations as to time, geographical area or scope of activity that are not in excess of 5% in reasonable and impose a greater restraint than is necessary to protect the aggregate of any class goodwill or equity other business interest of Buyer, it is expressly agreed that the covenant not to compete contained in this Section 5.3 may be reformed or modified by the final judgment of a court of competent jurisdiction to the extent necessary to cause the limitations contained in this covenant not to compete as to time, geographical area and scope of activity to be restrained to be reasonable and impose a restraint that is not greater than necessary to protect Buyer and enforce the covenant not to compete as reformed or modified. If any Person engaged one or more of the provisions contained in this Section 5.3 shall for any reason be held to be invalid, illegal or unenforceable in any respect, such Competitive Businessinvalidity, illegality or unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

Covenant Not to Compete. (a) In furtherance of the ----------------------- sale of the Shares, the HEA Membership Interests and the SMMSLP LP Interests to Buyer hereunder, Parent covenants and agrees that, for a period ending on the fourth anniversary of the Closing Date, neither Parent nor any of its Affiliates (which term for purposes of this Section SECTION 8.5 shall not include any Person who ----------- may acquire control of Parent after the Closing Date and any Affiliates of such Person immediately prior to such acquisition) will engage, directly or indirectly, anywhere in the world where the Business is conducted by the Companies as of the Closing Date in business activities that are competitive with the Business as conducted by the Companies on the Closing Date (the interest or business that includes such conflicting competitive activities is hereinafter referred to as a "Competitive BusinessCOMPETITIVE BUSINESS"); provided, howeverHOWEVER, that -------------------- -------- ------- nothing set forth in this Section SECTION 8.5 shall prohibit Parent or its Affiliates ----------- from (i) engaging in the businesses conducted by Parent or its Affiliates (excluding the Companies) on the Closing Date and described in Schedule SCHEDULE 8.5, ------------ (ii) owning not in excess of 5% in the aggregate of any class of capital stock or other equity interest of any corporation if such stock is publicly traded and listed on any national or regional stock exchange or on the Nasdaq Stock Market, (iii) owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision, subject to compliance with Section 8.5(bSECTION 8.5(B), -------------- or (iv) acquiring the assets or capital stock or other equity interests of any other Person engaged in such business subject to compliance with Section 8.5(bSECTION 8.5(B); -------------- and providedPROVIDED, furtherFURTHER, that nothing set forth in this Section SECTION 8.5 shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed by an independent investment advisor from including not in excess of 5% in the aggregate of any class or equity interest of any Person engaged in such Competitive Business.

Covenant Not to Compete. (a) In furtherance of the ----------------------- sale of the Shares, the HEA Membership Interests and the SMMSLP LP Interests to Buyer hereunder, Parent covenants and Each Turecamo Stockholder agrees that, for a period ending on the fourth first anniversary of the Closing Datedate on which such Turecamo Stockholder (directly or through Turecamo Permitted Transferees thereof) ceases to hold shares of Xxxxx Enterprises Stock (the "NONCOMPETITION PERIOD") such Turecamo Stockholder shall not engage directly or indirectly in any business that competes in any way with any business then being conducted by Xxxxx Enterprises or any Subsidiary or Affiliate thereof; PROVIDED, neither Parent nor HOWEVER, that no owner of less than 1% of the outstanding stock of any publicly-traded corporation shall be deemed to engage solely by reason thereof in any of its Affiliates (which term for purposes of businesses and PROVIDED, FURTHER, HOWEVER, that this Section 8.5 5(d) shall not include any Person who ----------- have no applicability to, and the Turecamo Stockholders may acquire control of Parent after the Closing Date and any Affiliates of such Person immediately prior to such acquisition) will engage, engage directly or indirectly, anywhere but only through Columbia Coastal (whether as owner, officer or director), in the world where business of transporting containerized cargo wherever located. Subject to the Business is conducted provisions of Section 8(b) of the Stockholders Agreement with respect to Columbia Coastal, during the Noncompetition Period applicable to him or her, none of the Turecamo Stockholders shall induce or attempt to induce any customer or supplier, or any potential customer or supplier, of Xxxxx Enterprises or any of its Subsidiaries or Affiliates to terminate its relationship with or refrain from establishing a relationship with Xxxxx Enterprises or any of its Subsidiaries or Affiliates. Subject to the provisions of Section 8(b) of the Stockholders Agreement with respect to Columbia Coastal, during the Noncompetition Period applicable to him or her, none of the Turecamo Stockholders shall directly or indirectly, on behalf of any entity other than Xxxxx Enterprises or any of its Subsidiaries or Affiliates, hire or retain, or attempt to hire or retain, in any capacity any person who is, or was at any time during the preceding twelve (12) months, an employee or officer of Xxxxx Enterprises or a Subsidiary or an Affiliate. Each of the Turecamo Stockholders covenants that he or she will not use the names "Turecamo" or "White Stack" in connection with any maritime business or any business associated with assets owned or once owned by the Companies as Turecamo Entities. Each of the Closing Date in business activities Turecamo Stockholders acknowledges and agrees that are competitive with the Business as conducted by the Companies on the Closing Date (the interest or business that includes such conflicting competitive activities is hereinafter referred to as a "Competitive Business"); provided, however, that -------------------- -------- ------- nothing set forth covenants contained in this Section 8.5 shall prohibit Parent 5(d) are reasonable in duration and scope, will not pose an undue hardship on such Turecamo Stockholder, and are material to Xxxxx Enterprises. If the final judgment of a court of competent jurisdiction declares that any term or its Affiliates ----------- from (i) engaging in the businesses conducted by Parent or its Affiliates (excluding the Companies) on the Closing Date and described in Schedule 8.5, ------------ (ii) owning not in excess provision of 5% in the aggregate of any class of capital stock or other equity interest of any corporation if such stock is publicly traded and listed on any national or regional stock exchange or on the Nasdaq Stock Market, (iii) owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision, subject to compliance with Section 8.5(b), -------------- or (iv) acquiring the assets or capital stock or other equity interests of any other Person engaged in such business subject to compliance with Section 8.5(b); -------------- and provided, further, that nothing set forth in this Section 8.5 5(d) is invalid or unenforceable, the Parties agree that the court making the determination of invalidity or unenforceability shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed by an independent investment advisor from including not in excess have the power to reduce the scope, duration, or area of 5% in the aggregate 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 any class the invalid or equity interest unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of any Person engaged in such Competitive Business.the time within which the judgment may be

Covenant Not to Compete. The Sellers and the Owner jointly and severally agree that for a period of five (5) years from and after the date of Closing none of the Sellers or the Owner will (a) In furtherance of the ----------------------- sale of the Sharesmanage, the HEA Membership Interests and the SMMSLP LP Interests to Buyer hereunderoperate, Parent covenants and agrees thatcontrol or finance, for a period ending on the fourth anniversary of the Closing Dateor (b) act as an employee, neither Parent nor agent, representative of, or consultant to, or (c) have any of its Affiliates ownership interest, direct or indirect, in any person, firm, corporation or association business that is (which term for purposes of this Section 8.5 shall not include any Person who ----------- may acquire control of Parent after the Closing Date and any Affiliates of such Person immediately prior to such acquisition1) will engage, directly or indirectly, anywhere in the world where competition with the Business of Sellers, as that business is conducted by the Companies constituted as of the Closing Date in date hereof (whether or not such business activities that are competitive with the Business as conducted is subsequently carried on by the Companies on Purchaser or by any successor or subsequent purchaser of such business), or (2) in the Closing Date (waste hauling business within the interest or business States of Maine, New Hampshire, Boston and that includes such conflicting competitive activities portion of Massachusetts that is hereinafter referred to as a "Competitive Business")northerly of Boston and the Massachusetts Turnpike; provided, however, that -------------------- -------- ------- nothing set forth in this Section 8.5 Covenant-Not-to-Compete shall prohibit Parent not prevent the Sellers or its Affiliates ----------- the Owner from acquiring and holding less than five percent (i5%) engaging in of the businesses conducted by Parent or its Affiliates (excluding the Companies) on the Closing Date and described in Schedule 8.5, ------------ (ii) owning not in excess of 5% in the aggregate of any class of capital stock or other equity interest outstanding shares of any corporation if such stock is publicly traded and listed on any national or regional stock exchange or on the Nasdaq Stock Market, (iii) owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision, subject to compliance with Section 8.5(b), -------------- or (iv) acquiring the assets or capital stock or other equity interests of any other Person engaged in such a competitive business subject if such shares are available to compliance with Section 8.5(b); -------------- and provided, further, that nothing set forth the general public on a national securities exchange. In the event of a breach of any covenant contained in this Section 8.5 covenant not to compete, the Purchaser shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed be entitled to an injunction restraining such breach, in addition to any other remedies provided by an independent investment advisor from including law or equity. In the event that any part of this Agreement shall be held to be unenforceable or invalid, the remaining parts hereof shall nevertheless continue to be valid and enforceable as though the invalid portions were not a part hereof. Specifically, and without limitation, the parties acknowledge that the period and geographic extent of the restrictions imposed in excess this Agreement are fair and reasonable and are reasonably required for the protection of 5% Purchaser. Nevertheless, in the aggregate event that any provisions of this Agreement relating to the period or geographic area of the restrictions shall exceed the maximum which a court of competent jurisdiction has finally determined is valid and enforceable, then the time or geographic area, as the case may be, for purposes of this Agreement shall be deemed to be such maximum time or geographic area as a court of competent jurisdiction has determined to be valid and enforceable. In the event that any class part of this Agreement shall be held to be unenforceable or equity interest invalid, the remaining parts hereof shall nevertheless continue to be valid and enforceable as though the invalid portions were not a part hereof. Specifically, and without limitation, the parties acknowledge that the period and geographic extent of the restrictions imposed in this Agreement are fair and reasonable and are reasonably required for the protection of Purchaser. Nevertheless, in the event that any Person engaged in provisions of this Agreement relating to the period or geographic area of the restrictions shall exceed the maximum which a court of competent jurisdiction has finally determined is valid and enforceable, then the time or geographic area, as the case may be, for purposes of this Agreement shall be deemed to be such Competitive Businessmaximum time or geographic area as a court of competent jurisdiction has determined to be valid and enforceable.

Covenant Not to Compete. (a) In furtherance Each of the ----------------------- sale of the Shares, the HEA Membership Interests and the SMMSLP LP Interests to Buyer hereunder, Parent Sellers covenants and agrees thatthat ----------------------- (i) neither he nor it will not, for a at any time during the period ending on the fourth anniversary of ten (10) years from the Closing Date, neither Parent nor any of its Affiliates (which term for purposes of this Section 8.5 shall not include any Person who ----------- may acquire control of Parent after the Closing Date and any Affiliates of such Person immediately prior to such acquisition) will engage, directly or indirectly, anywhere in or pertaining to any location in the world where United States, own, manage, operate, join, control or participate in the Business is conducted ownership, management, operation or control of, any business which, or any businesses organization any part of which, engages in the business of buying, selling or trading of new and/or used audio compact discs, including without limitation the selling of, or investing in, franchises which engage in the business of buying, selling or trading of new and/or used audio compact discs of the type and kind and sold by the Companies CD Warehouse Stores in the United States, except as a franchisee of Buyer or an affiliate of Buyer or owner of up to 5% of the outstanding common stock of a corporation so engaged, and (ii) neither he nor it will, at any time during the period of ten (10) years from the Closing Date Date, directly or indirectly own, manage, operate join, control of participate in the ownership, management, operation or control of any business activities which, or any business organization any part of which engages in the businesses of buying, selling or trading audio compact discs via the "Internet," the "World Wide Web," or any other "on-line" computer communication networks, except as a franchisee of the Buyer; PROVIDED, HOWEVER, the parties hereto acknowledge that are competitive CDMI is the wholly owned subsidiary of Buyer and, accordingly, further acknowledge and agree that, for the purposes of this Section 5.5 only, the term "Sellers" shall not be deemed to include CDMI. The remedy at law for any breach or attempted breach by Sellers of the provisions of this Section 5.5 will be inadequate and Buyer shall be entitled to temporary or permanent injunctive relief against any breach or attempted breach of such provision without the necessity of posting bond or proving actual damages. It is the express intention of the parties hereto to comply with all laws which may be applicable to this Section 5.5. Should any restriction contained in this Section 5.5 be found to exceed in duration or scope the restriction permitted by law, it is expressly agreed that the covenant not to compete contained in this Section 5.5 may be reformed or modified by the final judgment of a court of competent jurisdiction to reflect a lawful and enforceable duration or scope. If any one or more of the provisions contained in this Section 5.5 shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, but any inconsistency in the provisions of this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. The terms and conditions of this Section 5.5 will be governed by and construed in accordance with the Business as conducted by laws of the Companies on State of Delaware; the Closing Date (the interest or business that includes such conflicting competitive activities is hereinafter referred to as a "Competitive Business"); providedforegoing clause will not, however, that -------------------- -------- ------- nothing set forth in this Section 8.5 shall prohibit Parent affect the forum or its Affiliates ----------- from (i) engaging in the businesses conducted by Parent or its Affiliates (excluding the Companies) on the Closing Date and described in Schedule 8.5, ------------ (ii) owning not in excess of 5% in the aggregate venue of any class of capital stock dispute resolution proceeding arising in connection with this Agreement or other equity interest of any corporation if such stock is publicly traded and listed on any national or regional stock exchange or on the Nasdaq Stock Market, (iii) owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision, subject to compliance with Section 8.5(b), -------------- or (iv) acquiring the assets or capital stock or other equity interests of any other Person engaged in such business subject to compliance with Section 8.5(b); -------------- and provided, further, that nothing set forth in term or condition of this Section 8.5 shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed by an independent investment advisor from including not in excess of 5% in the aggregate of any class or equity interest of any Person engaged in such Competitive BusinessAgreement whatsoever.

Covenant Not to Compete. (a) In furtherance of the ----------------------- sale of the SharesAs a material inducement for Buyer to enter into this Agreement, the HEA Membership Interests and the SMMSLP LP Interests to Buyer hereunder, Parent Xxxxxxx Xxxxxxxx covenants and agrees that, that for a period ending on of three (3) years following the fourth anniversary of Effective Time (the Closing Date"Non-Competition Period"), neither Parent nor any of its Affiliates (which term for purposes of this Section 8.5 he shall not include any Person who ----------- may acquire control of Parent after the Closing Date and any Affiliates of such Person immediately prior to such acquisition) will engagenot, directly or indirectlyindirectly own, manage, operate, participate in, produce, represent, distribute and/or otherwise act on behalf of any person, firm, corporation, partnership or other entity which involves digital marketing services (excluding media buying and data services) for non-political customers and non-political campaigns (the "Competitive Business") anywhere in the world (collectively, the "Territory"); or hire any employee or former employee of Buyer, the Surviving Company, or Parscale to perform services in or involving the Competitive Business, unless the individual hired shall have departed Buyer's, the Surviving Company's or Parscale's employment at least twelve (12) months prior to the hiring. Xxxxxxx Xxxxxxxx may hire a former employee within (12) months of former employees’ employment upon written consent of the Company. Xxxxxxx Xxxxxxxx further covenants and agrees that during the Non-Competition Period, he will not directly or indirectly solicit or agree to service for his benefit or the benefit of any third-party, any of Parscale’s, Buyer's, or the Surviving Company's customers. Notwithstanding the foregoing, nothing in this Section 2.1 shall prohibit him from owning, managing, operating, participating in the operation of, or advising, consulting or being employed by any entity that is not involved in the Competitive Business, as long as such activities do not affect any responsibilities of employment or consultation at the Company or its subsidiaries, including the Surviving Company. The Parties agree that Xxxxxxx Xxxxxxxx can continue to provide Facebook marketing and data services to non-political customers and digital marketing services to political clients and for political related campaigns, anywhere in the world where world. Xxxxxxx Xxxxxxxx acknowledges and agrees that Buyer will expend substantial time, talent, effort and money in marketing, promoting, managing, selling and otherwise exploiting the Business businesses Buyer and the Surviving Company operate, in part by virtue of Buyer's acquisition of Parscale pursuant to this Agreement, that the Parscale Shareholder is conducted the only shareholder of Parscale, that he is receiving a substantial benefit from the transactions contemplated hereunder and that the benefit received by Buyer and the Companies as Parscale Shareholder in agreeing to be bound by this Section 2.1 are a material part of the Closing Date in business activities consideration for the transactions contemplated by this Agreement. The Parties recognize that this Section 2,1 contains conditions, covenants, and time limitations that are competitive with reasonably required for the Business as conducted protection of the business of the Surviving Company and Buyer. If any limitation, covenant or condition shall be deemed to be unreasonable and unenforceable by the Companies on the Closing Date (the interest a court or business that includes such conflicting competitive activities is hereinafter referred to as a "Competitive Business"); providedarbitrator of competent jurisdiction, however, that -------------------- -------- ------- nothing set forth in then this Section 8.5 2.1 shall prohibit Parent thereupon be deemed to be amended to provide modification of such limitation, covenant and/or condition to such extent as the court or its Affiliates ----------- from arbitrator (ias applicable) engaging shall find to be reasonable and such modification shall not affect the remainder of this Agreement. The Parscale Shareholder acknowledges that, in the businesses conducted event the Parscale Shareholder breaches this Agreement, money damages will not be adequate to compensate Buyer for the loss occasioned by Parent or its Affiliates (excluding the Companies) on the Closing Date and described in Schedule 8.5such breach. The Parscale Shareholder therefore consents, ------------ (ii) owning not in excess of 5% in the aggregate event of any class such a breach, to the granting of capital stock injunctive or other equity interest equitable relief against the Parscale Shareholder by any court of any corporation competent jurisdiction. Notwithstanding anything to the contrary herein, Xxxxxxx Xxxxxxxx may compete with Buyer if such stock the work contracted by Xxxxxxx Xxxxxxxx is publicly traded and listed on any national subsequently sub-contracted at a market rate to Buyer or regional stock exchange or on the Nasdaq Stock Market, (iii) owning an interest acquired as a creditor in bankruptcy or otherwise than subsidiary company owned by a voluntary investment decision, subject to compliance with Section 8.5(b), -------------- or (iv) acquiring the assets or capital stock or other equity interests of any other Person engaged in such business subject to compliance with Section 8.5(b); -------------- and provided, further, that nothing set forth in this Section 8.5 shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed by an independent investment advisor from including not in excess of 5% in the aggregate of any class or equity interest of any Person engaged in such Competitive BusinessBuyer.

Covenant Not to Compete. (a) In furtherance of To protect the ----------------------- sale of Company’s Proprietary Information, I agree that during my employment with the Shares, the HEA Membership Interests Company and the SMMSLP LP Interests to Buyer hereunder, Parent covenants and agrees that, for a period ending on of time equal to six months following the fourth anniversary termination of my employment with the Closing DateCompany for any reason, neither Parent nor any of its Affiliates I will not compete with the Company in the Territory (defined below), which term for purposes of this Section 8.5 shall not include any Person who ----------- may acquire control of Parent after the Closing Date and any Affiliates of such Person immediately prior to such acquisition) clarity means that I will engagenot, either directly or indirectly, anywhere in the world where Territory (i) serve as a consultant, director, manager, employee, officer, partner, or proprietor, for any Restricted Business (defined below); (ii) have any ownership interest in any Restricted Business other than a passive ownership interest of two percent or less in an entity whose securities are publicly traded; or (iii) participate in the Business is conducted by the Companies as organization, financing, operation, management or control of the Closing Date any Restricted Business. “Restricted Business” means business in business activities that are competitive competition with the Business Company’s business as conducted by the Companies on Company at any time during the Closing Date course of my employment with the Company, together with any other business with which I am actively involved in assisting the Company with researching, developing or marketing at the time of the termination of my employment. For clarity, the Company’s business as of the date I signed this Agreement includes research and development of monoclonal antibodies directed to the inhibition of HER3 (human epidermal growth factor receptor 3). For further clarity, this covenant does not prohibit my employment with competitors of the interest Company, if the area in which I will be employed/engaged is different from the area of my employment/engagement with the Company and will not require or inevitably lead to the disclosure of the Company’s Proprietary Information. “Territory” means: (i) the entire world; (ii) North America; (iii) the United States of America; (iv) each state in which the Company does business that includes such conflicting competitive activities or did business at any time within one year prior to the termination of my employment with the Company; (v) the States of New York, Massachusetts, Pennsylvania, Connecticut, and New Jersey; (vi) the State of New York; and (vii) New York County. The foregoing Territory is hereinafter referred reasonable and reasonably necessary to as a "Competitive Business"); providedprotect the Proprietary Information. If, however, a court determines that -------------------- -------- ------- nothing set forth the Territory described above in this Section 8.5 shall prohibit Parent or its Affiliates ----------- from subparagraph (i) engaging is too restrictive, then the parties agree the Territory shall be reduced to the area specified in each of the following subsections and in the businesses conducted by Parent or its Affiliates (excluding following order until the Companies) on the Closing Date and described in Schedule 8.5, ------------ court determines an acceptable geographic area: subparagraphs (ii) owning not in excess of 5% in the aggregate of any class of capital stock or other equity interest of any corporation if such stock is publicly traded and listed on any national or regional stock exchange or on the Nasdaq Stock Market), (iii) owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision, subject to compliance with Section 8.5(b), -------------- (iv), (v), (vi) or (iv) acquiring vii). If the assets court determines that all of the areas are too restrictive, then the parties agree that the court may reduce or capital stock or other equity interests limit the area to enable the intent of any other Person engaged in such business subject to compliance with Section 8.5(b); -------------- and provided, further, that nothing set forth in this Section 8.5 shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed by an independent investment advisor from including not in excess of 5% to be enforced in the aggregate of any class or equity interest of any Person engaged in such Competitive Businesslargest acceptable area.

Covenant Not to Compete. (a) In furtherance of the ----------------------- sale of the Shares, the HEA Membership Interests and the SMMSLP LP Interests to Buyer hereunder, Parent C&A covenants and agrees that, for a the period commencing on the date hereof and ending on the fourth seventh anniversary of the Closing Date, neither Parent nor any of its Affiliates (which term for purposes of this Section 8.5 shall not include any Person who ----------- may acquire control of Parent after the Closing Date date hereof (the "Restrictive Period"), C&A shall not, and any Affiliates of such Person immediately prior to such acquisition) will engageshall cause its direct and indirect Subsidiaries not to, in the Territory (hereinafter defined), directly or indirectly, anywhere own, manage, operate, control, participate in, give advice to, loan money to, be connected in any manner with or allow its name to be used in connection with any business which designs, manufactures or sells in the world where the Business is conducted by the Companies Territory any products which are in direct competition with carpeting or other floor coverings for installation in buildings or other structures (such as of the Closing Date stadiums) or parking blocks, but excluding mats whether or not used in business activities that are competitive with the Business as conducted by the Companies on the Closing Date buildings (the interest or business that includes such conflicting competitive activities is hereinafter referred to as a "Competitive BusinessActivity"); provided, however, provided that -------------------- -------- ------- (i) nothing set forth in this Section 8.5 1(a) shall prohibit Parent restrict or prevent in any -------- manner C&A or its Affiliates ----------- Subsidiaries from (i) engaging in the businesses conducted by Parent any business or its Affiliates (excluding the Companies) related activity in which it is engaged on the Closing Date and described date hereof (C&A acknowledging that neither it nor any of its Subsidiaries is so engaged in Schedule 8.5a Competitive Activity), ------------ (ii) owning not nothing in excess this Section 1(a) shall restrict C&A or its Subsidiaries from acquiring after the second anniversary after the date hereof an entity which prior to and after such acquisition is engaged in a Competitive Activity so long as C&A is in compliance in all material respects with the provisions of 5% paragraphs (b), (c)(i) and (d) of this Section 1, and (iii) C&A and its Subsidiaries may maintain and/or undertake purely passive investments in companies engaged in a Competitive Activity so long as the aggregate interest represented by such investments does not exceed (A) 3% of any class of capital stock the outstanding debt or other equity interest securities of any corporation if such stock is publicly traded and company, in the case of a company whose shares are listed on any a national or regional stock securities exchange or on the Nasdaq Stock MarketNASDAQ National Market System, (iii) owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision, subject to compliance with Section 8.5(b), -------------- or (ivB) acquiring 1% of any class of the assets outstanding debt or capital stock or other equity interests securities in the case of any other Person engaged in such business subject to compliance with Section 8.5(b); -------------- and provided, further, that nothing set forth in this Section 8.5 shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed by an independent investment advisor from including not in excess of 5% in the aggregate of any class or equity interest of any Person engaged in such Competitive Business.company. Territory means:

Covenant Not to Compete. (a) In furtherance of the ----------------------- sale of the Shares, the HEA Membership Interests and the SMMSLP LP Interests to Buyer hereunder, Parent covenants and Seller agrees that, that for a period ending on the fourth anniversary of three years following the Closing Date, neither Parent nor it shall not, either for itself or for any other Person controlled by it, engage in any enterprise engaged in, the business of its Affiliates (which term for purposes of this Section 8.5 shall not include any Person who ----------- may acquire control of Parent after the Closing Date and any Affiliates of such Person immediately prior to such acquisition) will engagemanufacturing, directly marketing or indirectly, selling maple-flavored syrups anywhere in the world where the Business is conducted by the Companies as of the Closing Date in business activities that are competitive with the Business as conducted by the Companies on the Closing Date United States and Canada (the interest or business that includes such conflicting competitive activities is hereinafter referred to as a "Competitive Restricted Business"); providedprovided that, howevernotwithstanding the foregoing, that -------------------- -------- ------- nothing set forth in this Section 8.5 shall prohibit Parent or Seller and its Affiliates ----------- from affiliates may (i) engaging hereafter purchase, or otherwise become affiliated with or participate in, any enterprise engaged in the businesses conducted by Parent or Restricted Business if less than 25% of the aggregate gross revenues of such enterprise for its Affiliates most recently completed fiscal year were derived from the Restricted Business (excluding and Seller and its affiliates may hereafter acquire a controlling interest in any enterprise that is engaged in the Companies) on Restricted Business, even if more than 25% of the Closing Date and described aggregate gross revenues of such enterprise for its most recently completed fiscal year were derived from the Restricted Business, so long as Seller shall use reasonable efforts to divest, as soon as reasonably practicable, a portion of its interest in Schedule 8.5such enterprise relating to the Restricted Business such that the 25% gross revenues test set forth above would not be exceeded after giving effect to such divestiture), ------------ (ii) owning not engage in excess of 5% in the aggregate of any class of capital stock Excluded Business currently conducted by Seller or other equity interest of manufacture, directly or through any corporation if such stock is publicly traded and listed on any national or regional stock exchange or on the Nasdaq Stock Marketco-packing arrangement, product for export to Mexico, (iii) owning an interest acquired as a creditor in bankruptcy continue to own and operate or hereafter own, operate, acquire or otherwise than by a voluntary investment decisionbecome affiliated with or participate in any wholesale or retail grocery business, subject to compliance with Section 8.5(b)any grocery distribution business or any foodservice distribution business which is not engaged in the manufacture of maple-flavored syrups, -------------- or (iv) acquiring manufacture, market and sell products which contain syrups as an ingredient thereof, (v) engage in any joint marketing, promotion or in-store merchandizing program for any of Seller's or its affiliate's products and any products produced by or for any Person not bound by this Section 5(d), and (vi) perform their respective obligations under the assets or capital stock or other equity interests of Ancillary Agreements. For purposes hereof, the term "affiliate" means, with respect to any entity, any other Person engaged in entity controlling, controlled by or under common control with such business subject to compliance with Section 8.5(b); -------------- and provided, further, that nothing set forth in this Section 8.5 shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed by an independent investment advisor from including not in excess of 5% in the aggregate of any class or equity interest of any Person engaged in such Competitive Businessentity.

Covenant Not to Compete. (a) In furtherance of the ----------------------- sale of the Shares, the HEA Membership Interests and the SMMSLP LP Interests to Buyer hereunder, Parent covenants The Company expressly acknowledges and agrees that, for a period ending on that the fourth anniversary of the Closing Date, neither Parent nor any of its Affiliates (which term for purposes provisions of this Section 8.5 4.5 shall not include any Person who ----------- may acquire control have no force and effect while the governing law of Parent after this Agreement, as set forth in Section 8.2, is California law. The Executive expressly acknowledges that (i) the Closing Date Executive’s performance of his services for the Company hereunder will afford him access to and any cause him to become highly knowledgeable about the Company’s, its Subsidiaries’ and their Affiliates’ Confidential Information; (ii) the agreements and covenants contained in this Section 4.5 are essential to protect the Confidential Information, business and goodwill of the Company, its Subsidiaries and their Affiliates, and the restraints on the Executive imposed by the provisions of this Section 4.5 are justified by these legitimate business interests of the Company; and (iii) his covenants to the Company, its Subsidiaries and their Affiliates set forth in this Section 4.5 are being made both in consideration of such Person immediately prior the Company’s employment of the Executive and in consideration of the Company’s grant of the Option to such acquisition) will engagethe Executive. Accordingly, if Florida law shall become the governing law for this Agreement, as set forth in Section 8.2 hereof, the Executive hereby agrees that during the Non-Competition Period he shall not, anywhere in the Applicable Territory, directly or indirectly, anywhere own any interest in, invest in, lend to, borrow from, manage, control, participate in, consult with, become employed by, render services to, or in any other manner whatsoever engage in, any business which is competitive with any lines of business actively being engaged in by the Company, its Subsidiaries and their Affiliates in the world where the Business is conducted Applicable Territory or actively (and demonstrably) being considered by the Companies as Company, its Subsidiaries and their Affiliates for entry into on the date of the Closing Date in business activities that are competitive with termination of the Business as conducted by Employment Period (collectively, “Competitive Activities”). The preceding to the Companies on contrary notwithstanding, the Closing Date (the interest or business that includes such conflicting competitive activities is hereinafter referred Executive shall be free to as a "Competitive Business"); provided, however, that -------------------- -------- ------- nothing set forth in this Section 8.5 shall prohibit Parent or its Affiliates ----------- from (i) engaging make investments in the businesses conducted by Parent or its Affiliates (excluding publicly traded securities of any corporation, provided that such investments do not amount to more than 1% of the Companies) on the Closing Date and described in Schedule 8.5, ------------ (ii) owning not in excess of 5% in the aggregate outstanding securities of any class of capital stock or other equity interest of any corporation if such stock is publicly traded and listed on any national or regional stock exchange or on the Nasdaq Stock Market, (iii) owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision, subject to compliance with Section 8.5(b), -------------- or (iv) acquiring the assets or capital stock or other equity interests of any other Person engaged in such business subject to compliance with Section 8.5(b); -------------- and provided, further, that nothing set forth in this Section 8.5 shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed by an independent investment advisor from including not in excess of 5% in the aggregate of any class or equity interest of any Person engaged in such Competitive Businesscorporation.

Covenant Not to Compete. (a) In furtherance of the ----------------------- sale of the Shares, the HEA Membership Interests and the SMMSLP LP Interests to Buyer hereunder, Parent covenants and Seller agrees that, for a period ending in consideration of the purchase by Buyer of the Acquired Assets, it shall not and shall cause its Affiliates to not, on or prior to the fourth anniversary of date that is three (3) years after the Closing Date, neither Parent nor engage in any of its Affiliates (activity which term for purposes of this Section 8.5 shall not include any Person who ----------- may acquire control of Parent after the Closing Date and any Affiliates of such Person immediately prior to such acquisition) will engageis, directly or indirectly, anywhere in the world where the Business is conducted by the Companies as of the Closing Date in business activities that are competitive with the Business as conducted by the Companies on as of the Closing Date (the interest or business that includes such conflicting competitive activities is hereinafter referred to as a "Competitive BusinessCompeting Activities"); provided, however, that -------------------- -------- ------- nothing set forth in Seller shall not be restricted from performing its obligations under any contract or proposal existing as of the Closing Date that is not assumed by Buyer under the terms of the Asset Purchase Agreement. The provisions of this Section 8.5 1 shall prohibit Parent or its Affiliates ----------- from not (i) engaging in restrict the businesses conducted by Parent activities of any Person (other than an Affiliate of Seller) that acquires any of the stock or its Affiliates (excluding any of the Companies) on the Closing Date and described in Schedule 8.5assets of Seller, ------------ (ii) owning not in excess restrict Seller from acquiring any or all of 5% in the aggregate of any class of capital stock or other equity interest assets of any corporation if a company (a "Target") that engages in a business that is competitive with the Business provided that the Target's revenues for the most recent fiscal year ended prior to such stock is publicly traded acquisition which are derived from Competing Activities shall be both (a) less than ten percent (10%) of Target's gross revenues, and listed on any national or regional stock exchange or on the Nasdaq Stock Market(b) less than $5 million, (iii) restrict Seller from acquiring or owning an interest acquired as up to ten percent (10%) of the issued and outstanding capital stock of a creditor company that engages in bankruptcy or otherwise than by a voluntary investment decisionCompeting Activities, subject to compliance with Section 8.5(b), -------------- or (iv) acquiring restrict Seller's activity as a member in an organization (other than an Affiliate of Seller) in which members share profits, losses and/or economic rights (including, but not limited to, partnerships, teaming agreements, joint ventures, LLCs and consortiums) provided that Seller's scope of activity in such organization is not a Competing Activity, nor in any way restrict members or partners other than Seller, (v) restrict Seller from continuing to provide engineering, procurement, construction, and operations and maintenance and other services without restriction on any project, in any industry, at any location, including providing such services for projects that employ the assets Intellectual Property of the Buyer acquired under the Asset Purchase Agreement or capital stock or other equity interests of any other Person engaged Persons that have competing intellectual property or engage in such business subject to compliance with Section 8.5(b); -------------- and provided, further, that nothing set forth in this Section 8.5 shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed by an independent investment advisor from including not in excess of 5% in the aggregate of any class or equity interest of any Person engaged in such Competitive BusinessCompeting Activities.

Covenant Not to Compete. (a) In furtherance Crumxxxx xxxnowledges that as long as Crumxxxx xx employed by CCAi, Crumxxxx'x xxxess to the Confidential Information will enable Crumxxxx xx benefit from CCAi's goodwill and know-how. To protect these vital interests of the ----------------------- sale of the SharesCCAi, the HEA Membership Interests Crumxxxx xxxees that as long as this Agreement is in effect and the SMMSLP LP Interests to Buyer hereunder, Parent covenants and agrees that, for a period ending on of two years following the fourth anniversary termination of Crumxxxx'x xxxloyment, Crumxxxx xxxl not, without the Closing Dateprior written consent of CCAi, neither Parent nor any of its Affiliates (which term for purposes except as set forth in Section 3.2 of this Section 8.5 shall not include any Person who ----------- may acquire control of Parent after the Closing Date and any Affiliates of such Person immediately prior to such acquisition) will engageAgreement, directly or indirectly, anywhere as a shareholder, director, officer, employee, agent or consultant, (a) invest or engage in any business which is competitive with that of CCAi or accept employment with or render services to a competitor of CCAi or take any action inconsistent with the relationship of an employee to CCAi; (b) solicit sales of, or sell or deliver, any product or system of a competitor of CCAi that is of the kind and character manufactured, sold or distributed by CCAi to any person, firm or corporation called upon or served by Crumxxxx xx behalf of CCAi; (c) solicit or divert from CCAi the business or patronage of any person, firm or corporation with whom Crumxxxx xxx had business relations on CCAi's behalf in the world where the Business 12 month period immediately prior to Crumxxxx'x xxxmination of employment, including performing services similar to those performances while an employee of CCAi with any customer of CCAi; (d) invest or engage in any business which is conducted by the Companies as a member of the Closing Date so-called "SAP Alliance Partners", a list of which is attached hereto as ATTACHMENT B and may be updated from time to time by CCAi; or (e) engage or assist in or influence the engagement or hiring by any competing organization of any salesman, distributor, contractor or employee of CCAi at the time of Crumxxxx'x xxxmination of employment, or otherwise cause or encourage any person, firm or corporation having a business activities relationship with CCAi at the time of Crumxxxx'x xxxmination of employment to sever such relationship with, or commit any act materially adverse to, CCAi. Crumxxxx xxxther agrees that are competitive with the Business this covenant not to compete applies whether Crumxxxx xxxs as conducted by the Companies on the Closing Date (the interest an individual for his own account, or business that includes such conflicting competitive activities is hereinafter referred to as a "Competitive Business"); providedpartner, howeveremployee, that -------------------- -------- ------- nothing set forth agent, salesman, distributor, consultant or representative of any person, firm or corporation. The restriction contained in this Section 8.5 3 as it relates to the period following the termination of Crumxxxx'x xxxloyment shall prohibit Parent be limited to those geographic areas in which CCAi is then doing or its Affiliates ----------- from (i) engaging in the businesses conducted by Parent soliciting business or its Affiliates (excluding the Companies) on the Closing Date selling products or services, and described in Schedule 8.5, ------------ (ii) owning not in excess of 5% in the aggregate of any class of capital stock or other equity interest of any corporation if such stock is publicly traded no business shall be considered competitive with CCAi unless CCAi was actually and listed on any national or regional stock exchange or on the Nasdaq Stock Market, (iii) owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision, subject to compliance with Section 8.5(b), -------------- or (iv) acquiring the assets or capital stock or other equity interests of any other Person actively engaged in such business subject or had definitive plans to compliance with Section 8.5(b); -------------- and provided, further, that nothing set forth in this Section 8.5 shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed by an independent investment advisor from including not in excess enter such business at the time of 5% in the aggregate termination of any class or equity interest of any Person engaged in such Competitive BusinessCrumxxxx'x xxxloyment.

Covenant Not to Compete. (a) In furtherance GMI and GMO covenant and agree that, contingent upon the Closing of the ----------------------- sale of transactions contemplated by the Shares, the HEA Membership Interests and the SMMSLP LP Interests to Buyer hereunder, Parent covenants and agrees thatAsset Purchase Agreement, for a period beginning on the date of Closing and ending on the fourth seventh anniversary date of the Closing DateClosing, neither Parent GMI nor any of its Affiliates entity which it controls (which term for purposes of this Section 8.5 shall not include any Person who ----------- may acquire control of Parent after the Closing Date and any Affiliates of such Person immediately prior to such acquisition) will engage, directly or indirectly, anywhere in the world where the Business is conducted by the Companies as of the Closing Date in business activities that are competitive with the Business as conducted by the Companies on the Closing Date (the interest or business that includes such conflicting competitive activities is hereinafter entity herein referred to as a "Competitive Gander Mountain Subsidiary") will directly or indirectly (whether as principal, agent, independent contractor, stockholder, representative, trustee, partner or otherwise) own, manage, operate, control, participate in, perform services for, or otherwise carry on, a direct marketing business involving the sale of hunting, fishing or camping equipment and other outdoor sporting and recreational goods, apparel and services ("Goods and Services") through paper or other tangible catalogs, electronic catalogs or other electronic media, including specifically but without limitation, the Internet, telemarketing or any other direct marketing method or use the Trademarks in connection with any of said activities (the "Direct Marketing Business"); provided, however, that -------------------- -------- ------- nothing set forth in this Section 8.5 that, notwithstanding the foregoing, the following activities shall prohibit Parent or be permitted and shall not constitute violations of the aforesaid covenants: (a) Gander Mountain and its Affiliates ----------- from (i) engaging in the businesses conducted by Parent or its Affiliates (excluding the Companies) on the Closing Date and described in Schedule 8.5, ------------ (ii) owning Subsidiaries may own not in excess of 5% in the aggregate of any class of capital stock or other equity interest of any corporation if such stock is publicly traded so long as neither Gander Mountain nor any Gander Mountain Subsidiary has any other relationship with such corporation of the type specified above; and listed on any national or regional stock exchange or (b) during the ninety-day period after and beginning on the Nasdaq Stock Market, date of the Asset Purchase Agreement (iii) owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision, subject to compliance with Section 8.5(bthe "Wind-Up Period"), -------------- Gander Mountain may engage in the sale of all inventory of the Catalog Division not sold to Cabela's and on hand as of the date of the Asset Purchase Agreement or received thereafter under purchase orders pursuant to letters of credit outstanding on the date thereof (iv"Letter of Credit Orders") acquiring (collectively, the assets "Retained Inventory") through (i) paper mail order liquidation catalogs and flyers and (ii) catalogs mailed prior to the date of the Asset Purchase Agreement. Cabela's agrees that Gander Mountain shall be entitled to use the inbound 800 telephone numbers included as part of the Purchased Assets in connection with such sales but for no other purpose during the Wind-Up Period, and Gander Mountain shall pay its costs of such usage. Gander Mountain agrees that no inventory of the retail store division of Gander Mountain ("Retail Store Inventory") shall be used to fill orders received through such catalogs or capital stock flyers. During the Wind-Up Period, Gander Mountain agrees not to purchase any new inventory, other than Letter of Credit Orders open at the date of signing the Asset Purchase Agreement, to fill orders received through such catalogs or other equity interests flyers. During the Wind-Up Period, Gander Mountain shall promptly provide to Cabela's any requests for catalogs received by Gander Mountain during the Wind-Up Period and shall refer to Cabela's the portion of any other Person engaged in such business subject to compliance with Section 8.5(b); -------------- and providedorder received during the Wind-Up Period which Gander Mountain cannot fill. After the Wind-Up Period, further, that nothing set forth Gander Mountain shall not fill any more orders generated through any Direct Marketing Business out of Retained Inventory or Retail Store Inventory. Notwithstanding anything in this Section 8.5 1, it is understood that Gander Mountain's obligations during the Wind-Up Period shall prohibit -------- ------- ----------- American Home Shieldnot begin until the Closing Date. It is understood that communications incidental to the conduct of Gander Mountain's investment portfolio managed by an independent investment advisor from including business of selling Goods and Services at its retail stores shall not in excess of 5% in be deemed to constitute such business as a Direct Marketing Business if the aggregate net sales of any class Gander Mountain attributable to such communications for a fiscal year which are not made to customers physically present on the premises of the retail stores ("Off-Premises Sales") do not exceed 1% of the aggregate net sales for such year made to customers physically present on such premises ("On-Premises Sales"). Within ninety days after the end of each fiscal year, Gander Mountain shall report to Purchaser the On-Premises Sales and the Off-Premises Sales during the previous fiscal year and shall provide Purchaser reasonable evidence or equity interest means of any Person engaged in verification of such Competitive Businessinformation.

Covenant Not to Compete. (a) In furtherance The Executive acknowledges and agrees with the Company that during the course of the ----------------------- sale Executive's employment with the Company, the Executive has had and will continue to have the opportunity to develop relationships with existing employees, customers and other business associates of the SharesCompany and the Subsidiaries, which relationships constitute goodwill of the Company, and the Executive acknowledges and agrees that the Company would be irreparably damaged if the Executive were to take actions that would damage or misappropriate such goodwill. The Executive acknowledges that the Company and its Subsidiaries currently engages throughout the United States (the "Territory"), the HEA Membership Interests business of the development, sale, marketing and administration of life insurance, annuities and extended care insurance products (the SMMSLP LP Interests "Subject Business"). Accordingly, during the term of the Executive's employment with the Company and (i) prior to Buyer hereundera Change of Control, Parent covenants and agrees that, for a period ending the balance of the term of this Agreement under paragraph 2 as if no termination of employment occurred but notice of termination of the automatic extension was given either by the Executive or the Company on the fourth anniversary of the Closing Termination Date, neither Parent nor any of its Affiliates or (which term for purposes of this Section 8.5 shall not include any Person who ----------- may acquire control of Parent ii) after a Change in Control, one year after the Closing Termination Date and any Affiliates of such Person immediately prior to such acquisition) will engage(the "Noncompete Period"), the Executive shall not, directly or indirectly, anywhere enter into, engage in, assist, give or lend funds to or otherwise finance, be employed by or consult with, or have a financial or other interest in, any business which engages in the world where Subject Business, whether for or by himself or as an independent contractor, agent, stockholder, partner or joint venturer for any other person, provided that the Business is conducted aggregate ownership by the Companies as Executive of no more than two percent of the Closing Date in business activities that are competitive with the Business as conducted by the Companies on the Closing Date (the interest or business that includes such conflicting competitive activities is hereinafter referred to as a "Competitive Business"); provided, however, that -------------------- -------- ------- nothing set forth in this Section 8.5 shall prohibit Parent or its Affiliates ----------- from (i) engaging in the businesses conducted by Parent or its Affiliates (excluding the Companies) on the Closing Date and described in Schedule 8.5, ------------ (ii) owning not in excess of 5% in the aggregate outstanding equity securities of any class of capital stock or other equity interest of any corporation if such stock is publicly person, which securities are traded and listed on any a national or regional stock exchange or foreign securities exchange, quoted on the Nasdaq Stock MarketMarket or other automated quotation system or, in the case of the Company, of no more than ten percent of the Company's outstanding equity securities shall not be deemed to be giving or lending funds to, otherwise financing or having a financial interest in a competitor. In the event that any person in which the executive has any financial or other interest directly or indirectly enters into the Subject Business in the Territory during the Noncompete Period, the Executive shall divest all of his interest (iiiother than any amount permitted under this paragraph) owning an interest acquired as in such person within 30 days after such person enters into the Subject Business in the Territory. If the Termination Date is before a creditor Change in bankruptcy or otherwise than by a voluntary investment decision, subject Control and the Executive is entitled to compliance with Section 8.5(bseverance under paragraph 4(f), -------------- or the Executive may, at Executive's option, reduce the Noncompete Period if Executive agrees to forego the severance benefits under paragraph 4(f)(i) and (ivii) acquiring for the assets or capital stock or other equity interests of any other Person engaged in such business subject period that Executive elects to compliance with Section 8.5(b); -------------- and provided, further, shorten the Noncompete Period except that nothing set forth in this Section 8.5 shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed by an independent investment advisor from including the Noncompete Period may not in excess of 5% in the aggregate of any class or equity interest of any Person engaged in such Competitive Businessbe shortened to be less than three years.

Covenant Not to Compete. (a) In furtherance To secure the interests of the ----------------------- sale of the Shares, the HEA Membership Interests and the SMMSLP LP Interests to Buyer Purchaser hereunder, Parent covenants Sellers hereby covenant and agrees agree that, for a period ending on except as otherwise expressly provided herein, from and after the fourth Closing and until the fifth (5th) anniversary of the Closing Date, neither Parent nor any of its Sellers shall not, and shall cause their controlled Affiliates (which term for purposes of this Section 8.5 shall not include any Person who ----------- may acquire control of Parent after the Closing Date and any Affiliates of such Person immediately prior to such acquisition) will engageto, directly or indirectlyindirectly (including, anywhere without limitation, by participating in the world where management, operation or control of, or have any financial or ownership interest greater than five (5%) percent in any business or entity which to the knowledge of the Sellers is engaged in any of the following prohibited activities, or aiding or knowingly assisting any other business or entity that is engaged in any of the following prohibited activities), (i) engage in the Business is conducted or the business of designing, fabricating, procuring, selling and distributing disk brakes for heavy duty trucks (Class 7 and Class 8 trucks), and trailers which can be used with such heavy duty trucks, in North America (the "Disk Brake Business"), or (ii) make preparations for engaging in the Business or the Disk Brake Business, including, without limitation, (A) soliciting any customer of the Companies to purchase any products which are competitive with (x) the products currently sold by the Companies as of to the Closing Date in business activities that are competitive with extent such products relate to the Business as conducted or (y) the Disk Brake Business, in each case from anyone other than the Companies; and (B) assisting any Person in any way to do, or attempt to do, anything prohibited by the Companies on the Closing Date (the interest foregoing, whether by ownership, control, management, operation or business financing of such Person. Purchaser acknowledges that includes such conflicting competitive activities is hereinafter referred to as a "Competitive Business"); provided, however, that -------------------- -------- ------- nothing set forth in this Section 8.5 shall prohibit Parent or its Affiliates ----------- from (i) engaging Sellers are currently in the businesses conducted by Parent or its Affiliates disk brake business for cars and light trucks and this paragraph shall not restrict Sellers' continued manufacture and sale of disk and drum brakes for cars and light and medium trucks (excluding the Companies) on the Closing Date Class 6 and described in Schedule 8.5, ------------ (ii) owning not in excess of 5% in the aggregate of any class of capital stock or other equity interest of any corporation if such stock is publicly traded and listed on any national or regional stock exchange or on the Nasdaq Stock Market, (iii) owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision, subject to compliance with Section 8.5(bbelow), -------------- or (iv) acquiring the assets or capital stock or other equity interests of any other Person engaged in such business subject to compliance with Section 8.5(b); -------------- and provided, further, that nothing set forth in this Section 8.5 shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed by an independent investment advisor from including not in excess of 5% in the aggregate of any class or equity interest of any Person engaged in such Competitive Business.

Covenant Not to Compete. (ai) In furtherance of the ----------------------- sale of the Shares, the HEA Membership Interests Each Seller and the SMMSLP LP Interests to Buyer hereunder, Parent covenants and Xxxxxxx hereby agrees that, except as hereinafter provided, for a the period ending commencing on the fourth Closing Date and terminating on the second anniversary of the Closing Date, neither Parent nor any it will not, and it will cause its affiliates not to, except in the case of its Affiliates a Permitted Investment (which term for purposes of this Section 8.5 shall not include any Person who ----------- may acquire control of Parent after the Closing Date and any Affiliates of such Person immediately as hereinafter defined), without Buyer's prior to such acquisition) will engagewritten consent, directly or indirectly, anywhere indirectly engage in (or become a partner or shareholder in or otherwise participate in the world where management or operation of any venture or enterprise of any kind that engages in) the business of manufacturing, selling, marketing or distributing (A) in the in-store bakery, foodservice or wholesale/retail bakery channels in the continental United States or Puerto Rico, baking mix or baking ingredient products of the types sold by the Business is conducted by the Companies as of the Closing Date (other than consumer branded syrup products in business activities that are competitive with serving sizes of 64 ounces or less) or (B) in the in-store bakery, wholesale/retail bakery or foodservice channels in the continental United States, Puerto Rico or Canada (the "Non-Competition Area"), frozen bakery products of the types sold by the Business as conducted by the Companies on of the Closing Date (the interest or business that includes such conflicting competitive activities is hereinafter referred to as a "Competitive Restricted Business"); provided, howeverthat Sellers, that -------------------- -------- ------- nothing set forth in this Section 8.5 shall prohibit Parent Xxxxxxx and their affiliates may directly or its Affiliates ----------- from (i) engaging in the businesses conducted by Parent or its Affiliates (excluding the Companies) on the Closing Date and described in Schedule 8.5, ------------ (ii) owning not in excess of 5% indirectly own in the aggregate up to five percent (5%) of any outstanding class of capital stock or other equity interest securities of any corporation if such stock is publicly entity engaged in the Restricted Business or any portion thereof in the Non-Competition Area, the equity securities of which are actively traded and listed on any national a domestic or regional foreign stock exchange or on in a domestic or foreign over-the-counter market. Notwithstanding any other provision of this Agreement, nothing in this Agreement shall limit or restrict in any way Xxxxx Xxxx and certain of its affiliates (other than the Nasdaq Stock MarketU.S. Sellers) from manufacturing, selling, marketing and distributing baking mix and baking ingredient products (x) in the in-store bakery, foodservice and wholesale/retail bakery channels in Canada, (iiiy) owning an interest acquired as a creditor for and to The TDL Group Corp. and its affiliates in bankruptcy the continental United States and Puerto Rico and (z) to existing pizza mix customers of Xxxxx Xxxx or otherwise its affiliates (other than by a voluntary investment decisionthe U.S. Sellers) in the continental United States and Puerto Rico (but, subject to compliance with Section 8.5(bin the case of this clause (z), -------------- only with respect to pizza mix crust products). For purposes of this Agreement, "wholesale/retail bakery" refers to bakeries (in the case of wholesale bakeries) that make and sell to retailers finished bakery goods for resale to consumers or (ivin the case of retail bakeries) acquiring the assets or capital stock which are stand-alone bakeries not part of a grocery store or other general food or other retailer and the primary business of which is making and selling to consumers finished bakery goods. For the avoidance of doubt, "wholesale/retail bakery" shall not include retail grocers, mass merchandisers, club stores or other retailers that are part of the trade channel commonly known as the retail channel. For further avoidance of doubt, nothing in this Agreement shall be deemed to restrict Sellers, Xxxxxxx or any of their affiliates from manufacturing, selling, marketing or distributing any products in the retail channel, including sales to grocers, mass merchandisers, club stores or any other retailers (other than to the in-store bakery divisions of any of the foregoing to the extent set forth above in clauses (A) and (B)). Nothing in this Agreement shall be deemed to restrict or prohibit Xxxxxxx or any of its affiliates from entering into an agreement (or consummating the transactions contemplated by any such agreement) after Closing with a person engaged in any portion of the Restricted Business relating to the acquisition of Xxxxxxx or any of its affiliates or all or any portion of the equity interests or businesses of any other Person engaged in such business subject persons or affect such acquiring person's right to compliance with Section 8.5(b); -------------- and provided, further, that nothing set forth in this Section 8.5 shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed by an independent investment advisor from including not in excess of 5% in the aggregate of any class or equity interest of any Person engaged in continue to conduct Restricted Business after such Competitive Businessacquisition.

Covenant Not to Compete. (a) In furtherance Parent and Seller each acknowledge and agree that the Division's reputation and goodwill are an integral part of its business success throughout the areas where it conducts its business. If Parent or Seller deprives Buyer of any of the ----------------------- sale Division's goodwill or in any manner utilizes its reputation and goodwill in competition with the Division, Buyer will be deprived of the Sharesbenefits it has bargained for pursuant to this Agreement. Accordingly, the HEA Membership Interests and the SMMSLP LP Interests as an inducement for Buyer to Buyer hereunderenter into this Agreement, Parent covenants and agrees that, Seller agree that for a period ending on the fourth anniversary of ten (10) years after the Closing Date, neither Parent nor any of its Affiliates (which term for purposes of this Section 8.5 and Seller shall not include any Person who ----------- may acquire control of Parent after the Closing Date and any Affiliates of such Person immediately shall cause their affiliates not to, without Buyer's prior to such acquisition) will engagewritten consent, directly or indirectly, anywhere own, manage, operate, control or participate in the world where ownership, management, operation or control of any profit or non-profit business or organization which, directly or indirectly, at any location throughout the Business is conducted by world, engages in the Companies as of the Closing Date in business activities that are competitive with the Business as conducted by the Companies on the Closing Date (the interest or business that includes such conflicting competitive activities is hereinafter referred to as a "Competitive Business"); provided, however, that -------------------- -------- ------- nothing set forth in this Section 8.5 herein shall prohibit Parent or its Affiliates ----------- Seller or their affiliates from (i) engaging acquiring a stock interest in the businesses conducted by Parent or its Affiliates (excluding the Companies) on the Closing Date and described in Schedule 8.5a corporation, ------------ (ii) owning not in excess of 5% in the aggregate of any class of capital stock or other equity interest of any corporation if provided such stock is publicly traded and listed on the stock so acquired is not more than five percent (5%) of the outstanding shares of such company; provided further that nothing herein shall prohibit Parent or Seller or their affiliates from, directly or indirectly, owning, managing, operating, controlling or participating in the ownership, management, operation or control of any national profit or regional stock exchange non-profit business or on organization which, directly or indirectly, at any location throughout the Nasdaq Stock Marketworld, (iii) owning an interest acquired engages in the Bio Clinic Business so long as such business or organization does not engage in the Business. Parent and Seller agree to maintain in confidence, and not to disclose to any third party, any ideas, methods, developments, inventions, improvements and business plans and information which are the confidential information of the Division. In the event the agreement in this Article XI shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a creditor period of time or over too great a geographical area or by reason of its being too extensive in bankruptcy any other respect, it shall be interpreted to extend only over the maximum period of time for which it may be enforceable, and/or over the maximum geographical area as to which it may be enforceable and/or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action. Parent and Seller each acknowledge that a breach of the covenants contained in this Article XI will cause irreparable damage to Buyer, the exact amount of which will be difficult to ascertain, and that the remedies at law for any such breach will be inadequate. Accordingly, Parent and Seller agree that if Parent or otherwise than by a voluntary investment decisionSeller breaches the covenant contained in this Article XI, subject in addition to compliance with Section 8.5(b)any other remedy which may be available at law or in equity, -------------- or (iv) acquiring the assets or capital stock Buyer shall be entitled to specific performance and injunctive relief, without posting bond or other equity interests of any other Person engaged in such business subject to compliance with Section 8.5(b); -------------- and provided, further, that nothing set forth in this Section 8.5 shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed by an independent investment advisor from including not in excess of 5% in the aggregate of any class or equity interest of any Person engaged in such Competitive Businesssecurity.

Covenant Not to Compete. (i) For a period from the date hereof through the fifth (5th) anniversary of the date hereof (the “Non-Compete Period”), Seller and its controlled Affiliates will not (a) In furtherance engage in any Competing Business (as defined below) anywhere in the world, (b) invest in, own, manage, finance or control any business, firm, corporation, joint venture or other Person that engages in the Competing Business anywhere in the world, or (c) in connection with engaging in any Competing Business, solicit, accept, divert, or assist in soliciting or diverting, customers and prospects of any Competing Business for the ----------------------- sale benefit of Seller or its Affiliates or a Competitor. Notwithstanding the Sharesforegoing, the HEA Membership Interests and the SMMSLP LP Interests to Buyer hereunder, Parent covenants and agrees that, it shall not be a violation of this Section 5(c)(i) for a period ending on the fourth anniversary of the Closing Date, neither Parent nor Seller or any of its Affiliates (which term for purposes of this Section 8.5 shall not include any Person who ----------- may acquire control of Parent after the Closing Date and any Affiliates of such Person immediately prior x) to such acquisition) will engageown, directly or indirectly, anywhere in solely as an investment, securities of any Person that are traded on a national securities exchange (or a recognized securities exchange outside the world where the Business United States) if neither Seller nor any of its controlled Affiliates (A) is conducted by the Companies as a controlling Person or a member of a group that controls such Person and (B) directly or indirectly, owns more than 5% or more of the Closing Date voting securities of such Person, (y) to acquire, directly or indirectly, the equity or assets of, enter into any business combination with, any enterprise that derives less than either 10% or $4.0 million of its total annual revenue from a Competing Business, if Seller shall use reasonable efforts to divest, as soon as reasonably practicable (and in business activities any event within eighteen (18) months after the closing date of such acquisition), its interest in such enterprise relating to such Competing Business, or (z) to offer or administer an Employee Survey or Physician Survey on behalf of any Person that are competitive (A) does not have a contract with the Business as conducted by the Companies Seller on the Closing Date for the administration of any Employee Survey or Physician Survey or (B) that was in Seller’s customer pipeline as of the interest Effective Time but was not successfully converted to Buyer within 30 days of the Effective Time. For the avoidance of doubt, any actions taken by Seller that are expressly permitted or business that includes such conflicting competitive activities is hereinafter referred required hereunder (including pursuant to as Section 5(c)(iii)) or under any Ancillary Agreement shall not be considered a "Competitive Business"); provided, however, that -------------------- -------- ------- nothing set forth in breach of this Section 8.5 shall prohibit Parent or its Affiliates ----------- from (i) engaging in the businesses conducted by Parent or its Affiliates (excluding the Companies) on the Closing Date and described in Schedule 8.5, ------------ (ii) owning not in excess of 5% in the aggregate of any class of capital stock or other equity interest of any corporation if such stock is publicly traded and listed on any national or regional stock exchange or on the Nasdaq Stock Market, (iii) owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision, subject to compliance with Section 8.5(b5(c)(i), -------------- or (iv) acquiring the assets or capital stock or other equity interests of any other Person engaged in such business subject to compliance with Section 8.5(b); -------------- and provided, further, that nothing set forth in this Section 8.5 shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed by an independent investment advisor from including not in excess of 5% in the aggregate of any class or equity interest of any Person engaged in such Competitive Business.

Covenant Not to Compete. (a) In furtherance consideration of the ----------------------- sale of numerous mutual promises contained in the Shares, the HEA Membership Interests Agreement between Employer and the SMMSLP LP Interests Employee, including, without limitation, those involving access to Buyer hereunderTrade Secrets and confidential information and training, Parent covenants and in order to protect Employer's Trade Secrets and the confidential information and to reduce the likelihood of irreparable damage which would occur in the event such information is provided to or used by a competitor of Employer, Employee agrees thatthat during her employment and for an additional period of eighteen (18) months immediately following the voluntary or involuntary termination of her employment (the "Non-Competition Term"), for a period ending on Employee will not, without the fourth anniversary prior written consent of the Closing Date, neither Parent nor any of its Affiliates Employer (which term consent may be withheld in its sole discretion), enter the employ of any person or entity, either directly or indirectly either as principal, agent, representative, shareholder (except owning publicly traded stock for investment purposes only in which Employee owns less than 5%) consultant, officer, business partner, associate, employee or otherwise, with a place of business in the United States of America and/or Canada, which sells or offers to sell services and/or products which compete directly with the services and/or products offered or to be offered for sale by Employer. If, during any period within the Noncompetition Term, Employee is not in compliance with the terms of this Paragraph 4, Employer shall be entitled to, among other remedies, compliance by Employee with the terms of this Paragraph 4 for an additional period equal to the period of such noncompliance. For purposes of this Agreement, the term "Noncompetition Term" shall also include this additional period. Employee hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the provisions of this Section 8.5 shall 4 are reasonable and are no broader than are necessary to protect the legitimate business interests of the Employer. The Employer and Employee agree and stipulate that the agreements and covenants not include any Person who ----------- may acquire control to compete contained in Paragraph 4 hereof are fair and reasonable in light of Parent after all of the Closing Date facts and any Affiliates circumstances of such Person immediately prior the relationship between Employee and Employer; however, Employee and Employer are aware that in certain circumstances courts have refused to such acquisition) will engageenforce certain agreements not to compete. Therefore, directly or indirectlyin furtherance of, anywhere and not in derogation of the provisions of Paragraph 4, Employer and Employee agree that in the world where event a court should decline to enforce the Business is conducted by the Companies as provisions of the Closing Date in business activities that are competitive with the Business as conducted by the Companies on the Closing Date (the interest or business that includes such conflicting competitive activities is hereinafter referred to as a "Competitive Business"); provided, howeverParagraph 4, that -------------------- -------- ------- nothing set forth in this Section 8.5 Paragraph 4 shall prohibit Parent be deemed to be modified or its Affiliates ----------- from (i) engaging in the businesses conducted by Parent reformed to restrict Employee's competition with Employer or its Affiliates (excluding the Companies) on the Closing Date and described in Schedule 8.5, ------------ (ii) owning not in excess of 5% in the aggregate of any class of capital stock or other equity interest of any corporation if such stock is publicly traded and listed on any national or regional stock exchange or on the Nasdaq Stock Market, (iii) owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision, subject to compliance with Section 8.5(b), -------------- or (iv) acquiring the assets or capital stock or other equity interests of any other Person engaged in such business subject to compliance with Section 8.5(b); -------------- and provided, further, that nothing set forth in this Section 8.5 shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed by an independent investment advisor from including not in excess of 5% in the aggregate of any class or equity interest of any Person engaged in such Competitive Business.its

Covenant Not to Compete. (a) In furtherance Seller acknowledges and agrees that the ----------------------- Business is conducted, and the products of the ----------------------- sale Company and its Subsidiaries are marketed, throughout the United States and that its reputation and goodwill are an integral part of its business success throughout the areas where they conduct the Business. If Seller deprives Buyer of any of the SharesCompany's or the Subsidiaries' goodwill or in any manner utilizes its reputation and goodwill in competition with the Company or the Subsidiaries, Buyer will be deprived of the HEA Membership Interests benefits it has bargained for pursuant to this Agreement. Although the parties hereto place no monetary value upon this covenant not to compete, this covenant is necessary to transfer the business and goodwill of the SMMSLP LP Interests Company to Buyer hereundereffectively. Accordingly, Parent covenants and as an inducement for Buyer to enter into this Agreement, Seller agrees that, that for a period ending on the fourth anniversary of three (3) years after the Closing Date, neither Parent nor any of its Affiliates (which term for purposes of this Section 8.5 Seller shall not include any Person who ----------- may acquire control of Parent after the Closing Date and any Affiliates of such Person immediately not, without Buyer's prior to such acquisition) will engagewritten consent, directly or indirectly, anywhere own, manage, operate, join, control or participate in the world where ownership, management, operation or control of, or be connected as a partner, consultant or otherwise with, any profit or non-profit business or organization in any part of the United States, which, directly or indirectly, sells wine; provided that, notwithstanding the foregoing, Seller and its respective affiliates may hereafter purchase, or otherwise become affiliated with or participate with, any individual, entity, or organization which, directly or indirectly, competes with the Business if not more than 15% of the aggregate gross revenues of such individual, entity or organization for its most recently completed fiscal year were derived from the sale of wine at wholesale (and Seller and its affiliates may hereafter acquire a controlling interest in any individual, entity or organization that is conducted by engaged in such business, even if more than 15% of the Companies aggregate gross revenues of such individual, entity or organization for its most recently completed fiscal year were derived from such business, so long as Seller shall use reasonable efforts to divest, as soon as reasonably practicable, a portion of its interest in such enterprise relating to such business such that the 15% gross revenues test set forth above would not be exceeded after giving effect to such divestiture); and provided, further that nothing herein shall prevent Seller from engaging in any retail sales of wine and wine related products whether in connection with the lodging or restaurant business of Seller or otherwise. Seller further acknowledges that the employees of the Company and its Subsidiaries are an integral part of the Business and its success. Accordingly, Seller agrees that for a period of three (3) years after the Closing Date in business activities that are competitive with the Business as conducted by the Companies on the Closing Date it will not (the interest or business that includes such conflicting competitive activities is hereinafter referred to as a "Competitive Business"); provided, however, that -------------------- -------- ------- nothing and will cause its Representatives not to) solicit any Wine World officer set forth on Schedule 9.1 to terminate his or her employment with Buyer, the Company or the Subsidiaries. In the event the agreement in this Section 8.5 Article IX shall prohibit Parent be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its Affiliates ----------- from (i) engaging being too extensive in any other respect, it shall be interpreted to extend only over the businesses conducted maximum period of time for which it may be enforceable, and/or over the maximum geographical area as to which it may be enforceable and/or to the maximum extent in all other respects as to which it may be enforceable, all as determined by Parent such court in such action. Seller acknowledges that a breach of the covenants contained in this Article IX will cause irreparable damage to Buyer, the exact amount of which will be difficult to ascertain, and that the remedies at law for any such breach will be inadequate. Accordingly, Seller agrees that if Seller breaches the covenant contained in this Article IX, in addition to any other remedy which may be available at law or its Affiliates (excluding the Companies) on the Closing Date in equity, Buyer shall be entitled to specific performance and described in Schedule 8.5injunctive relief, ------------ (ii) owning not in excess of 5% in the aggregate of any class of capital stock without posting bond or other equity interest of any corporation if such stock is publicly traded and listed on any national or regional stock exchange or on the Nasdaq Stock Market, (iii) owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision, subject to compliance with Section 8.5(b), -------------- or (iv) acquiring the assets or capital stock or other equity interests of any other Person engaged in such business subject to compliance with Section 8.5(b); -------------- and provided, further, that nothing set forth in this Section 8.5 shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed by an independent investment advisor from including not in excess of 5% in the aggregate of any class or equity interest of any Person engaged in such Competitive Businesssecurity.

Covenant Not to Compete. (a) In furtherance At a time agreeable to Purchaser, Purchaser and Target shall take appropriate action to change the name of the ----------------------- sale of the Shares, the HEA Membership Interests and the SMMSLP LP Interests Target as promptly as possible to Buyer hereunder, Parent covenants and agrees that, for a name not likely to be confused with Seller. For a period ending on the fourth anniversary of two (2) years after the Closing Date, neither Parent nor any no Subsidiary of its Affiliates (which term for purposes of this Section 8.5 shall not include any Person who ----------- may acquire control of Parent after the Closing Date and any Affiliates of such Person immediately prior to such acquisition) TIG Holdings will engage, directly write Independent Agent produced auto or indirectly, anywhere in the world where the Business is conducted by the Companies as of the Closing Date in homeowners business activities that are competitive with the Business as conducted by the Companies on the Closing Date (the interest or business that includes such conflicting competitive activities is hereinafter referred to as a "Competitive Restricted Business"), except as permitted in the Target Quota Share Reinsurance Agreement, the Seller Quota Share Reinsurance Agreement or the Loss Portfolio Transfer Agreement; provided, however, that -------------------- -------- ------- nothing set forth in this Section 8.5 TIG Holdings and its Subsidiaries shall prohibit Parent or its Affiliates ----------- from be entitled to (i) engaging in the businesses conducted by Parent or its Affiliates (excluding the Companies) on the Closing Date and described in Schedule 8.5continue to write non-standard auto business, ------------ (ii) owning not in excess of 5% in continue to conduct Restricted Business to the aggregate of any class of capital stock or other equity interest of any corporation if such stock is publicly traded and listed on any national or regional stock exchange or on the Nasdaq Stock Marketextent required by law, (iii) owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decisionwrite umbrella and excess business, subject to compliance with Section 8.5(b), -------------- or and (iv) acquiring acquire and continue to operate any business or company from a third party, unless in the case this clause (iv), 25% or more of the net premium written by the business or company to be acquired in its most recently completed fiscal year was derived from Restricted Business, and such percentage represents at least $50 million of net premium written in which case after the consummation of such an acquisition, Seller shall notify Purchaser of the transaction and Purchaser shall have the right to offer to purchase that portion of the business or company so acquired that is derived from Restricted Business exercisable within thirty (30) days after receipt of such notice, which shall be accompanied by such due diligence material as would allow Purchaser to meaningfully evaluate the business or company within such thirty (30) day period. To the extent Purchaser does not make such an offer or the parties cannot agree on mutually acceptable terms for such a transaction, Seller shall use commercially reasonable efforts to sell the portion of the business or company derived from Restricted Business to a third party within one year of the acquisition thereof; provided that Seller shall not be deemed in breach of this Section after the expiry of such 1-year period if, in good faith, it has been unable to divest such business as of such expiration date and it continues in good faith to attempt to divest such business. This Section 12(b) shall terminate immediately following the acquisition of TIG Holdings, whether by merger, sale of stock or substantially all of the assets of TIG Holdings, by a third party or capital stock the merger of TIG Holding with or other equity interests into a third party, including a "merger of equals" however accomplished. If the final judgment of a court of competent jurisdiction declares that any other Person engaged in such business subject to compliance with Section 8.5(b); -------------- and provided, further, that nothing set forth in term or provision of this Section 8.5 12(b) is invalid or unenforceable, the Parties agree that the court making the determination of invalidity or unenforceability shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed by an independent investment advisor from including not in excess have the power to reduce the scope, duration, or area of 5% in the aggregate 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 any class the invalid or equity interest unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of any Person engaged in such Competitive Businessthe time within which the judgment may be appealed.

Covenant Not to Compete. (a) In furtherance of the ----------------------- sale of the Shares, the HEA Membership Interests and the SMMSLP LP Interests to Buyer hereunder, Parent Each Seller covenants and agrees thatthat it shall not, and shall cause its Subsidiaries, as they may exist from time to time (the Sellers and such Subsidiaries being referred to collectively as the “Restricted Parties”) not to, for a period ending on the fourth anniversary of three (3) years from the Closing Date, neither Parent nor any of its Affiliates (which term for purposes of this Section 8.5 shall not include any Person who ----------- may acquire control of Parent after the Closing Date and any Affiliates of such Person immediately prior to such acquisition) will engagecompete, directly or indirectly, with the Brands or participate, directly or indirectly, in the ownership, management, financing or control of, or act as a consultant or agent to, or furnish services or advice to (all of these being the “Restrictions”), any Person who competes, directly or indirectly, with the Brands in any form anywhere in the world where Territory. If any Restricted Party shall breach any covenant in this Section, the Business is conducted by the Companies as of the Closing Date in business activities that are competitive with the Business as conducted by the Companies on the Closing Date three (the interest or business that includes such conflicting competitive activities is hereinafter 3) year period referred to as above shall be extended by a "Competitive Business"); providedperiod of time equal to the period of breach. Notwithstanding anything contained herein to the contrary, however, that -------------------- -------- ------- nothing in no event shall the Restrictions set forth in this Section 8.5 shall prohibit Parent or its Affiliates ----------- from 5.14 be construed to apply with respect to the Sellers’ right to (i) engaging in sell all of their existing Baby Magic suncare inventory for up to one year from the businesses conducted by Parent or its Affiliates Closing Date, (excluding the Companiesii) on sell all of their Excluded Inventory for up to one year from the Closing Date and described in Schedule 8.5, ------------ (ii) owning not in excess of 5% in the aggregate of any class of capital stock or other equity interest of any corporation if such stock is publicly traded and listed on any national or regional stock exchange or on the Nasdaq Stock Market, (iii) owning an interest acquired conduct (by means of any of the Restrictions or otherwise) any of the businesses currently conducted under the Xxxxxxx Xxxx, Better Off and Tussy trademarks (including without limitation, any and all types of skincare products other than infant lotions and toiletries) and the suncare and wipes businesses currently conducted under the Baby Magic or Chubs trademarks, so long as a creditor such businesses do not involve the use of any Brand Intellectual Property or Brand Intellectual Property Rights which have been transferred to the Buyer Parties (for the avoidance of doubt, excluding all Brand Intellectual Property licensed to the Buyer Parties); provided that, in bankruptcy or otherwise than by a voluntary investment decision, subject to compliance with Section 8.5(bthe case of clauses (i) and (ii), -------------- the Sellers shall only sell any such inventory through alternate channels (such as Big Lots stores) and not through traditional food, drug or (iv) acquiring the assets or capital stock or other equity interests of any other Person engaged in such business subject to compliance with Section 8.5(b); -------------- and provided, further, that nothing set forth in this Section 8.5 shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed by an independent investment advisor from including not in excess of 5% in the aggregate of any class or equity interest of any Person engaged in such Competitive Businessmass retailers.

Covenant Not to Compete. (a) In furtherance of the ----------------------- sale of the Shares, the HEA Membership Interests and the SMMSLP LP Interests to Buyer hereunder, Parent Each NJJ Shareholder hereby covenants and agrees that, for a period ending on the fourth anniversary of five (5) years from the Closing Date, neither Parent nor any of its Affiliates (which term for purposes of this Section 8.5 shall such NJJ Shareholder will not include any Person who ----------- may acquire control of Parent after the Closing Date and any Affiliates of such Person immediately prior to such acquisition) will engage, directly or indirectly, anywhere (i) engage in any business in which the Company, NJJ, N2J and their respective subsidiaries (collectively, the “Companies”) are then engaged in North America, Europe and Asia and, to the extent that any of the Companies is operating in countries outside of the North America, Europe and Asia during such period, those countries in which any of the Companies operates (whether for profit or not for profit), whether as an officer, director, consultant, stockholder, guarantor, principal, agent, member, operator, proprietor, employee, advisor or in any other manner in the world where United States, or (ii) solicit any present or proposed client or customer of the Business is conducted by Companies, or (iii) employ or engage any employee of any of the Companies as until six months after such person ceased to be an employee, (iv) make any disparaging statements concerning any of the Closing Date in business activities Companies or their respective officers, directors, or employees, that are competitive could injure, impair or damage the relationships between any of the Companies, on the one hand, and any of the employees, customers or suppliers or other persons with the Business as conducted by whom any of the Companies on conduct business, or (v) aid or assist others with respect to any of the Closing Date (the interest or business that includes such conflicting competitive activities is hereinafter referred to as a "Competitive Business"); foregoing provided, however, that -------------------- -------- ------- nothing herein shall be construed to prohibit any NJJ Shareholder from giving factual information required to be given pursuant to legal process, subject to the provisions of Section 9(b)(ii) of this Agreement. The parties hereto acknowledge and agree that this non-competition covenant is an integral part of this Agreement for which each NJJ Shareholder is receiving adequate compensation, that the Company would not enter in this Agreement without the inclusion of this Section 9(a) and Sections 9(b) and 9(c) of this Agreement and that if any court of competent jurisdiction shall hold that the scope or duration of the covenant not to compete set forth in this Section 8.5 shall prohibit Parent or its Affiliates ----------- from (i9(a) engaging in the businesses conducted by Parent or its Affiliates (excluding the Companies) on the Closing Date and described in Schedule 8.5, ------------ (ii) owning is not in excess of 5% in the aggregate of any class of capital stock or other equity interest of any corporation if such stock is publicly traded and listed on any national or regional stock exchange or on the Nasdaq Stock Market, (iii) owning an interest acquired as a creditor in bankruptcy reasonable or otherwise than by a voluntary investment decisionenforceable, subject then the parties agree that such court shall enforce the covenant to compliance with Section 8.5(b), -------------- or (iv) acquiring the assets or capital stock or other equity interests of any other Person engaged in such business subject to compliance with Section 8.5(b); -------------- and provided, further, that nothing set forth greatest extent permitted under applicable law. As used in this Section 8.5 9(c), a present client or customer shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed by an independent investment advisor from including not in excess of 5% in the aggregate mean a customer of any class of the Companies who is or equity interest was a customer or client of any Person engaged of the Companies at any time during the term of this covenant and a prospective client or customer shall mean any client or customer actively solicited by any of the Companies at any time during the one (1) year period ending on the date of the expiration of this covenant. The covenants in such Competitive Businessthis Section 9 are in addition to any covenants on the part of any NJJ Shareholder pursuant to any employment or other agreement.

Covenant Not to Compete. LWB shall make himself available for consultation with Buyer as needed for one (a1) In furtherance year following the Closing provided such consultation does not unreasonably interfere with other business activities. ForIn view of the ----------------------- sale of the Shares, the HEA Membership Interests and the SMMSLP LP Interests to Buyer hereunder, Parent covenants and agrees thatgoodwill by Xxxxxxx under this Agreement, for a period ending on the fourth anniversary of five years from and after the Closing Date, neither Parent nor any LWB will not engage directly or indirectly through BHI, BHM, BP, or otherwise in the construction and sale of its Affiliates (which term for purposes of this Section 8.5 single family homes in Alabama and Mississippi,the Alabama counties ofall Alabama and Mississippi,Alabama counties, including specifically Madison, Limestone, Jefferson, Morgan, Jefferson and Xxxxxx and theMobile, and Xxxxxxx, and all Mississippi counties ofcounties, including specifically Jackson and Xxxxxxxx, except that the foregoing restriction shall not include any Person who ----------- may acquire control apply (i) to the development of Parent after land for single family homes in a joint venturelimited liability company jointly owned with WHI as outlined in section 2(j),2(k), (ii) the Closing Date and any construction and/or sale of homes on scattered lots (owned by customers) by Madison, or LWB's(iii) the development by LWB directly or through Affiliates of such Person immediately prior to such acquisitionrural properties (without availability of sanitary sewer systems)service other than individual septic tanks) will engage, directly or indirectly, anywhere in the world where the Business is conducted by the Companies as of the Closing Date in business activities that are competitive with the Business as conducted by the Companies on the Closing Date (the interest or business that includes such conflicting competitive activities is hereinafter referred to as a "Competitive Business"); provided, provided however, that -------------------- -------- ------- nothing set forth in this Section 8.5 Buyer shall prohibit Parent have for five years after Closing a Right of First Refusal to purchase all lots on such rural properties upon completion of development. LWB will not use the name "Xxxxxxx""Xxxxxxx," "BHI," or its Affiliates ----------- from a variation thereof on any entity with which he is associated and for two years after Closing will not hire directly or through any business with which he is associated, including Madison, any person who has been an employee of Xxxxxxx, BHI, WHA, WHM or WHI during the preceding twenty four (i24) engaging in months, except that LWB or an Affiliate may employ the businesses conducted by Parent or its Affiliates (excluding the Companies) on the Closing Date and described in Schedule 8.5, ------------ (ii) owning not in excess of 5% in the aggregate of any class of capital stock or other equity interest of any corporation if such stock is publicly traded and persons listed on Schedule 14. If the final judgment of a court of competent jurisdiction declares that any national term or regional stock exchange provision of this section 8(f) is invalid or on unenforceable, the Nasdaq Stock MarketParties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, (iii) owning an interest acquired 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 a creditor in bankruptcy or otherwise than by a voluntary investment decision, subject to compliance with Section 8.5(b), -------------- or (iv) acquiring so modified after the assets or capital stock or other equity interests expiration of any other Person engaged in such business subject to compliance with Section 8.5(b); -------------- and provided, further, that nothing set forth in this Section 8.5 shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed by an independent investment advisor from including not in excess of 5% in the aggregate of any class or equity interest of any Person engaged in such Competitive Businesstime within which the judgment may be appealed.

Covenant Not to Compete. (a) In furtherance light of the ----------------------- sale extensive knowledge possessed by Sellers and their respective Affiliates in respect of the Shares, the HEA Membership Interests Acquired Companies and the SMMSLP LP Interests to Buyer hereunderBusiness, Parent covenants and agrees for good and valuable consideration which the Parties acknowledge, it is mutually agreed that, for a the period commencing at the Closing and ending on the fourth second (2nd) anniversary of the Closing DateDate (the “Non-Compete Period”), neither none of the Parent nor Entities shall engage (including through the provision of management, advisory or technical services or through a joint venture or partnership) in the Business, anywhere in the world (“Competitive Activities”) without the prior written consent of Buyer; provided, that each Parent Entity may engage in any of business or activity (and natural evolutions thereof) conducted or engaged in by Parent or its Affiliates prior to July 25, 2013. Notwithstanding the foregoing, Buyer hereby agrees that (which term for purposes of this Section 8.5 a) the foregoing covenant shall not include any be deemed breached as a result of the ownership by the Parent Entities (i) of the stock of a Person who ----------- may acquire control of Parent after the Closing Date and any Affiliates of such Person immediately prior to such acquisition) will engageengaged, directly or indirectly, anywhere in the world where the Business is conducted Competitive Activities if owned by the Companies as a pension fund managed by a Parent Entity; (ii) of less than an aggregate of ten percent (10%) of the Closing Date stock of a Person engaged, directly or indirectly, in business activities that are competitive with the Business as conducted by the Companies on the Closing Date Competitive Activities (the interest or business that includes such conflicting competitive activities is hereinafter referred to as Person, a "Competitive Business"“Competing Person”); providedor (iii) of the stock of a Competing Person if the revenues derived from such Competitive Activities do not exceed ten percent (10%) of gross annual revenues of such Competing Person for the most recently completed fiscal year, however, that -------------------- -------- ------- nothing set forth in this Section 8.5 and (b) any acquisition by a Parent Entity of a Competing Person who derives more than ten percent (10%) but no more than forty percent (40%) of its gross annual revenues for the most recently completed fiscal year from Competitive Activities shall prohibit Parent or its Affiliates ----------- from not require the prior written consent of Buyer if (i) engaging the applicable Parent Entity takes steps to divest as promptly as reasonably practicable the portion of such Competing Person’s business engaged in the businesses conducted by Parent or its Affiliates (excluding the Companies) on the Closing Date Competitive Activities and described in Schedule 8.5, ------------ (ii) owning not in excess Parent gives notice to Buyer of 5% the proposed divestiture and an opportunity to participate in the aggregate of any class of capital stock or other equity interest of any corporation if such stock is publicly traded and listed on any national or regional stock exchange or on the Nasdaq Stock Market, (iii) owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision, subject to compliance with Section 8.5(b), -------------- or (iv) acquiring the assets or capital stock or other equity interests of any other Person engaged in such business subject to compliance with Section 8.5(b); -------------- and provided, further, that nothing set forth in this Section 8.5 shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed by an independent investment advisor from including not in excess of 5% in the aggregate of any class or equity interest of any Person engaged in such Competitive Businessdivestiture process.

Covenant Not to Compete. (a) In furtherance of the ----------------------- sale of the Shares, the HEA Membership Interests and the SMMSLP LP Interests to Buyer hereunder, Parent The Employee covenants and agrees thatthat in the event the Company terminates his employment for Cause under Section 5(b)(ii) or the Employee voluntarily terminates his employment under Section 5(c)(i) hereof, for a period ending on commencing at the fourth anniversary Date of Termination and continuing for a period of twelve months thereafter, the Employee will not (a) disclose any trade secrets owned by the Company and learned by the Employee as a result of such employment, (b) solicit any customers who were customers of the Closing DateCompany within the 12 months immediately preceding the Date of Termination for the benefit of any company or business described in (c) below, neither Parent nor or (c) own any part of its Affiliates a Competitor (other than a public company as to which term Employee owns five percent or less of the outstanding common stock) or work on a full-time, part-time or consulting basis for any corporation, partnership, sole proprietorship, or any other legal entity which is a Competitor (irrespective of the actual location of the competitor) within the continental United States. For purposes of this Section 8.5 shall not include any Person who ----------- may acquire control Agreement, the Employee's obligations of Parent after the Closing Date nonuse and any Affiliates of such Person immediately prior to such acquisition) will engage, directly or indirectly, anywhere in the world where the Business is conducted by the Companies as of the Closing Date in business activities that are competitive with the Business as conducted by the Companies on the Closing Date (the interest or business that includes such conflicting competitive activities is hereinafter referred to as a "Competitive Business"); provided, however, that -------------------- -------- ------- nothing nondisclosure set forth in this Section 8.5 8 shall prohibit Parent not apply to any information which: (a) is or its Affiliates ----------- becomes part of the public domain otherwise than as a consequence of a breach by the Employee of his obligations under this Agreement; (b) was already known to the Employee prior to receipt from the Company; (ic) engaging is lawfully disclosed by the Company to any third party without restriction; or (d) is disclosed by a third party to the Employee without restriction. This covenant not to compete shall not apply to the Employee either if his employment is terminated by the Company under Section 5(b)(i) hereof or if he terminates his employment "for Good Reason" under Section 5(c)(ii) For purposes of this Section 8, "Competitor" shall be defined as a business enterprise which competes with the Company in offering the same products or services, which, in the businesses conducted by Parent Company's fiscal year ended prior to the Date of Termination generated 10% or its Affiliates (excluding more of the Companies) on the Closing Date and described in Schedule 8.5, ------------ (ii) owning not in excess of 5% Company's total revenues as reflected in the aggregate of any class of capital stock or other equity interest of any corporation if such stock is publicly traded and listed on any national or regional stock exchange or on the Nasdaq Stock Market, (iii) owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision, subject to compliance with Section 8.5(b), -------------- or (iv) acquiring the assets or capital stock or other equity interests of any other Person engaged in such business subject to compliance with Section 8.5(b); -------------- and provided, further, that nothing set forth in this Section 8.5 shall prohibit -------- ------- ----------- American Home ShieldCompany's investment portfolio managed by an independent investment advisor from including not in excess of 5% in the aggregate of any class or equity interest of any Person engaged in such Competitive Businessmost recent annual audited financial statements.

Covenant Not to Compete. The Employee expressly acknowledges that (ai) In furtherance the Company is and will be engaged in the manufacture of adhesives, sealants and coatings (the "Businesses of the ----------------------- sale Company, its Subsidiaries and their Affiliates"); (ii) the Employee is one of a limited number of persons who has extensive knowledge and expertise relevant to the Businesses of the SharesCompany, its Subsidiaries and their Affiliates; (iii) the HEA Membership Interests Employee's performance of his services for the Company hereunder will afford him full and complete access to and cause him to become highly knowledgeable about the SMMSLP LP Interests Company's, its Subsidiaries' and their Affiliates' Confidential Information; (iv) the agreements and covenants contained in this Section 4.5 are essential to Buyer hereunder, Parent covenants protect the business and agrees that, for a period ending on the fourth anniversary goodwill of the Closing DateCompany, neither Parent nor its Subsidiaries and their Affiliates because, if the Employee enters into any of its Affiliates (which term for purposes of this Section 8.5 shall not include any Person who ----------- may acquire control of Parent after the Closing Date and any Affiliates of such Person immediately prior to such acquisition) will engage, directly or indirectly, anywhere in the world where the Business is conducted by the Companies as of the Closing Date in business activities that are competitive with the Business as conducted by Businesses of the Companies on Company, its Subsidiaries and their Affiliates, he will cause substantial harm to the Closing Date Company or its Subsidiaries and Affiliates; and (v) his covenants to the interest or business that includes such conflicting competitive activities is hereinafter referred to as a "Competitive Business"); providedCompany, however, that -------------------- -------- ------- nothing its Subsidiaries and their Affiliates set forth in this Section 8.5 shall prohibit Parent or its Affiliates ----------- from 4.5 are being made in partial consideration of the Company's grant of the Option to him. Accordingly, the Employee hereby agrees that while he is employed by the Company hereunder and for the one (i1) engaging in year period thereafter (the businesses conducted by Parent or its Affiliates (excluding the Companies) on the Closing Date and described in Schedule 8.5, ------------ (ii) owning not in excess of 5% in the aggregate of any class of capital stock or other equity interest of any corporation if such stock is publicly traded and listed on any national or regional stock exchange or on the Nasdaq Stock Market, (iii) owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision, subject to compliance with Section 8.5(b"NON-COMPETITION PERIOD"), -------------- he shall not directly or (iv) acquiring the assets indirectly own any interest in, invest in, lend to, borrow from, manage, control, participate in, consult with, become employed by, render services to, or capital stock or other equity interests of in any other Person manner whatsoever engage in, any business which is competitive with any business actively being engaged in such business subject to compliance with Section 8.5(b); -------------- by the Company, its Subsidiaries and providedtheir Affiliates or actively (and demonstrably) being considered by the Company, further, that nothing set forth in this Section 8.5 shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed by an independent investment advisor from including not in excess of 5% in the aggregate of any class or equity interest of any Person engaged in such Competitive Business.its Subsidiaries and their Affiliates for entry

Covenant Not to Compete. During the two (a2) In furtherance year period following the date of the ----------------------- sale of the Shares, the HEA Membership Interests and the SMMSLP LP Interests to Buyer hereunder, Parent covenants and agrees thatthis Agreement, for a period ending on the fourth anniversary of the Closing Dateany reason, neither Parent Signature shall not, nor shall it permit any of its Affiliates (which term for purposes of this Section 8.5 shall not include any Person who ----------- may acquire control of Parent after the Closing Date and any Affiliates of such Person immediately prior to such acquisition) will engageAffiliates, directly or indirectly, anywhere in the world where other than Japan, Hong Kong (including Hong Kong Island, Kowloon and the New Territories), Macau, Australia, Singapore, South Korea, Taiwan, Malaysia, Philippines, New Zealand, Thailand, Vietnam, Indonesia, Guam, Saipan, and The People's Republic of China to (x) engage in, or invest in, the Business is conducted by (as defined in the Companies as of the Closing Date Asset Purchase Agreement) in business activities that are competitive direct or indirect competition with Transmedia and its Affiliates, or (y) offer, market or promote any program or other arrangement which directly competes with the Business as conducted DALC Program, the Transmedia Program or any other substantially similar discount dining program marketed or promoted by Transmedia during the Companies on the Closing Date (the interest term hereof; it being understood that nothing herein shall limit any dining transaction or business that includes such conflicting competitive activities is hereinafter referred dining program membership fees being charged to as a "Competitive Business")any credit card program maintained or serviced by General Electric Corporation and its affiliates; provided, however, that -------------------- -------- ------- nothing set forth in this Section 8.5 contained herein shall prohibit Parent Signature from performing its obligations hereunder or its Affiliates ----------- under the License Agreements, from (i) engaging in the businesses conducted by Parent or its Affiliates (excluding the Companies) on owning the Closing Date and described in Schedule 8.5Shares, ------------ the Option and, upon exercise thereof, the Option Shares (ii) owning not in excess of 5% each, as defined in the aggregate Asset Purchase Agreement) pursuant to the terms of the Asset Purchase Agreement, owning securities in Signature Japan Co., Ltd. (f/k/a CardPlus Japan Co., Ltd.) or from owning solely as an investment, securities of any class of capital stock or other equity interest of any corporation if such stock is publicly person which are traded and listed on any national or regional stock exchange securities exchange, the Nasdaq National Market or on the Nasdaq Stock MarketMarket Inc, (iii) owning an interest acquired as a creditor in bankruptcy if Signature does not, directly or otherwise indirectly, own more than by a voluntary investment decision, subject to compliance with Section 8.5(b), -------------- or (iv) acquiring the assets or capital stock or other equity interests 20% of any other Person engaged in securities of such business subject to compliance with Section 8.5(b)person; -------------- and provided, further, that nothing set forth in Signature shall not be bound by this Section 8.5 shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed by an independent investment advisor 10.4 from including and after the date, if ever, on which a petition against Transmedia is filed under Chapter VII of the United States Bankruptcy Code (whether such filing is voluntary or involuntary) and such petition is not in excess of 5% dismissed or stayed within 60 days or Transmedia materially ceases to engage in the aggregate of any class or equity interest of any Person engaged in such Competitive BusinessDALC Program, causing a termination hereunder pursuant to Section 11.2 hereof.

Covenant Not to Compete. As an ancillary covenant to the terms and conditions set forth elsewhere in this Agreement, and in particular the covenants set forth in subsections (ab) In furtherance and (c) above, and in consideration of the ----------------------- sale of the Sharesmutual promises set forth in this Agreement and other good and valuable consideration received and to be received, the HEA Membership Interests and the SMMSLP LP Interests to Buyer hereunder, Parent covenants and agrees that, for a period ending on the fourth anniversary of the Closing Date, neither Parent nor any of its Affiliates (which term for purposes of this Section 8.5 shall not include any Person who ----------- may acquire control of Parent after the Closing Date and any Affiliates of such Person immediately prior to such acquisition) XxXxxx will engagenot, directly or indirectly, anywhere own or become employed by, lease real property (except any such property formerly leased by and voluntarily vacated by Client) to, provide financing for, invest, or otherwise provide consulting services to, any person, business, or entity engaged or planning to become engaged in the world where the Business is conducted by the Companies as pawn business, retail sale of the Closing Date in used or secondhand merchandise or jewelry, auto title loans, deferred deposit loans, or any business activities that are competitive with Client prior to the Business date of termination of this Agreement in the state of Nevada. XxXxxx understands that the Client and its affiliates have plans to expand the scope of their activities and the geographic area of operations of Client and its affiliates in the near future with the direct involvement of XxXxxx; therefore, XxXxxx agrees that the limitations as conducted by the Companies on the Closing Date (the interest or business that includes such conflicting competitive activities is hereinafter referred to as a "Competitive Business"); providedtime, howevergeographical area, that -------------------- -------- ------- nothing set forth and scope of activity contained in this Section 8.5 covenant do not impose a greater restraint than is necessary to protect the goodwill and other business interests of Client, and are therefore reasonable. If any provision of this covenant is found to be invalid in part or in whole, Client may elect, but shall prohibit Parent not be required, to have such provision reformed, whether as to time, area covered, or otherwise, as and to the extent required for its Affiliates ----------- from validity under applicable law and, as so reformed, such provision shall be enforceable. Notwithstanding anything herein to the contrary, this subparagraph 6(d) specifically excludes: (i) engaging XxXxxx’x existing business engaged in the businesses conducted by Parent or its Affiliates (excluding the Companies) on the Closing Date sale and described financing of used motor vehicles in Schedule 8.5, ------------ Nevada; (ii) owning not pawnshops operated in excess Arizona and Oregon, and the involvement of 5% in the aggregate of any class of capital stock or other equity interest of any corporation if such stock is publicly traded Pawn Shop Management LLC, a Nevada limited liability company, therewith; and listed on any national or regional stock exchange or on the Nasdaq Stock Market, (iii) owning an interest acquired XxXxxx’x position as a creditor member of the Board of Directors and minority investor in bankruptcy or otherwise than by a voluntary investment decision, subject to compliance with Section 8.5(b), -------------- or (iv) acquiring the assets or capital stock or other equity interests of any other Person engaged in such business subject to compliance with Section 8.5(b); -------------- and provided, further, that nothing set forth in this Section 8.5 shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed by an independent investment advisor from including not in excess of 5% bank chartered in the aggregate State of any class or equity interest of any Person engaged in such Competitive BusinessNevada.

Covenant Not to Compete. (a) In furtherance of the ----------------------- sale to Buyer ------------------------ of the Shares, the HEA Membership Interests and the SMMSLP LP Interests to Buyer hereunder, Parent covenants and agrees thatTransferred Assets, for a period ending on the fourth anniversary of the Closing Date, neither Parent nor any of its Affiliates five (which term for purposes of this Section 8.5 shall not include any Person who ----------- may acquire control of Parent after 5) years following the Closing Date and any Affiliates of such Person immediately prior to such acquisition) will engage(the "Covenant Period"), neither the Industries Group, so long as they are owned, directly or indirectlyindirectly by IVAX, nor IVAX shall, directly or indirectly (other than through an entity (an "Acquired Entity") acquired by IVAX or its affiliates after the date hereof and during the Covenant Period which is not primarily engaged in the Prohibited Business (as hereafter defined)), compete with Buyer, anywhere in the world where the Business is conducted by the Companies as of the Closing Date world, in business activities that are competitive with the Business as conducted by the Companies on Industries Group prior to the Closing Date (the interest or business that includes such conflicting competitive activities is hereinafter referred to as a "Competitive Prohibited Business"); provided, however, that -------------------- -------- ------- nothing herein shall be construed to prevent the Industries Group from owning, as an investment, up to 5% of a class of equity securities issued by any competitor of Buyer that is publicly traded and registered under Section 12 of the Securities Exchange Act of 1934. In the event that the Acquired Entity is engaged in the Prohibited Business, IVAX or its affiliates as the case may be, shall (to the extent it directly or indirectly controls such Acquired Entity) within 60 days after the acquisition, offer to sell to the Buyer the assets relating exclusively to the Prohibited Business on terms and conditions and for a purchase price to be mutually agreed to by the parties (IVAX hereby agreeing to furnish or cause to be furnished, to the Buyer such access to information concerning the Prohibited Business as shall be reasonably necessary for the Buyer to respond to such offer). In the event the parties are unable to agree upon a purchase price for such assets within 60 days after the Buyer is offered to purchase such assets, then IVAX shall thereafter offer to sell such assets to the Buyer for cash in an amount equal to the fair market value of such assets (the "Appraised Value") as determined by a nationally recognized independent investment banking firm mutually selected by IVAX and the Buyer and otherwise on terms and conditions as shall be agreed to by the parties. The Buyer shall have a period of 15 days after determination of the purchase price by such investment banking firm in which to notify IVAX or its affiliates, as the case may be, of its desire to accept or decline such offer. If the Buyer declines or fails to accept such offer and thereafter IVAX or its affiliates shall, within the shorter of (i) one year after acquisition of the Prohibited Business or (ii) the remaining period under the Covenant Period, determine to sell the assets related to the Prohibited Business to any third party for a purchase price less than the Appraised Value, the Buyer shall have a right of first refusal, exercisable within 30 days, to purchase such assets on the same terms and conditions as were offered to such third party. Any sale to the Buyer of assets pursuant to this Section 5.1 shall be consummated as promptly as practicable. In the event of a breach by the Industries Group of any of the provisions of this Section 5.1, Buyer may, in addition to other rights and remedies existing in its favor, apply to any court of competent jurisdiction for specific performance and/or injunctive relief in order to enforce or prevent any violations of the provisions hereof. If the period of time or territory of any restriction set forth in this Section 8.5 5.1 shall prohibit Parent be adjudged unreasonable in any proceeding, the period of time shall be reduced by such number of months or its Affiliates ----------- from (i) engaging the territory shall be reduced by the elimination of such unreasonable portion thereof, or both, so that such restrictions may be enforceable for such time and in the businesses conducted by Parent or its Affiliates (excluding manner adjudged to be reasonable. The running of the Companies) on the Closing Date and described in Schedule 8.5, ------------ (ii) owning not in excess of 5% in the aggregate of any class of capital stock or other equity interest of any corporation if such stock is publicly traded and listed on any national or regional stock exchange or on the Nasdaq Stock Market, (iii) owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision, subject to compliance with Section 8.5(b), -------------- or (iv) acquiring the assets or capital stock or other equity interests of any other Person engaged in such business subject to compliance with Section 8.5(b); -------------- and provided, further, that nothing Covenant Period set forth in this Section 8.5 5.1 shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed by an independent investment advisor from including not in excess of 5% in be tolled with respect to the aggregate Industries Group and their affiliates during the continuance of any class actual breach thereof, but only if the Buyer notifies IVAX that it believes that such a breach is occurring and of the facts giving rise to such breach promptly after the Buyer becomes aware of such breach and only if it is determined by agreement of the parties or equity interest by a court of any Person engaged in competent jurisdiction that such Competitive Businessa breach has occurred.

Covenant Not to Compete. (a) In furtherance of the ----------------------- sale of the Shares, the HEA Membership Interests and the SMMSLP LP Interests to Buyer hereunder, Parent covenants and agrees that, for For a period commencing on the Closing Date and ending on the fourth third anniversary of the Closing Date, neither Parent nor the Parent, the Seller and their respective Subsidiaries (whether now existing or hereafter acquired or created and for so long as the Seller and such Subsidiaries remain as Subsidiaries of the Parent) shall not directly or indirectly engage in any geographical area in any business of the same type as that conducted by any of its Affiliates (which term for purposes of this Section 8.5 shall not include any Person who ----------- may acquire control of Parent after the Closing Date and any Affiliates of such Person immediately prior to such acquisition) will engage, directly or indirectly, anywhere in the world where the Business is conducted by the Companies Businesses as of the Closing Date in business activities that are competitive with the Business as conducted by the Companies on the Closing Date geographical area (the interest or business that includes such conflicting competitive activities is hereinafter referred to as a "Competitive Competing Business"); provided, however, that -------------------- -------- ------- nothing set forth the foregoing shall not prohibit (a) the ownership by the Parent, the Seller or any of their respective Subsidiaries (whether now existing or hereafter acquired or created) of less than 5% of the outstanding stock of any publicly-traded corporation engaged in this Section 8.5 shall prohibit Parent a Competing Business, (b) activities HALLIBURTON COMPANY AGREEMENT AND PLAN OF RECAPITALIZATION 43 by the Parent, the Seller or its their respective Affiliates ----------- from (i) engaging in that were existing activities of the businesses conducted by Parent Parent, the Seller or its their respective Affiliates (excluding the Companies) on as of the Closing Date other than activities of the Businesses, (c) providing services similar to the services provided by the Businesses to only the Parent, the Seller and described their Affiliates, provided, that the Parent and the Seller hereby represent that the Parent, the Seller or any Affiliate thereof does not, as of the date hereof or as of the Closing Date, have any current intention of providing any such services, (d) the acquisition of the Parent, the Seller or any of their Affiliates by a third party whose operations involve a Competing Business, (e) the acquisition by the Parent, the Seller or any of their Affiliates of a third party which engages in Schedule 8.5a Competing Business, ------------ provided that the primary purpose of any such acquisition referred to in this clause (e) is not the acquisition of such Competing Businesses, and provided further that such Competing Business referred to in this clause (e) either (i), together with the revenues for any prior acquisition exempted from the provisions of this Section 8.06 by this clause (e)(i), accounts for less than U.S. $50,000,000 in revenues for the last fiscal year of such third party for which financial statements are available or (ii) owning is divested by the Acquiror within 270 days from the date it is acquired or (f) the Parent or any of its Affiliates acquiring any Designated Regulatory Assets pursuant to subsection (a) of Section 8.05; provided, however, that if significant progress has been made and is continuing with respect to such divestiture by the end of such period, the period shall be extended at the request of the Parent for an additional ninety (90) days. If the final judgment of a Court of competent jurisdiction declares that any term or provision of this Section 8.06 is invalid or unenforceable, the parties agree that the Court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or area of the 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 and 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 Parent and the Seller acknowledge that the provisions of this Section 8.06 are reasonable in time and scope and necessary to protect the legitimate interests of the Acquiror and each Buyer and that any violation of this Section 8.06 will result in irreparable injury to the Acquiror, each Buyer and to the Businesses, the exact amount of which will be difficult to ascertain, and that the remedies at law for any such violation would not be reasonable or adequate compensation to the Acquiror, the Buyers and the Businesses. Accordingly, the Parent and the Seller agree that, if any of them or any of their Subsidiaries (whether now existing or hereafter acquired or created) violates this Section 8.06, the Acquiror, any of the Buyers and the members of each Company Group (following consummation of the transactions contemplated hereby) shall be entitled, in excess of 5% addition to any other remedy that may be available at law or in the aggregate of any class of capital stock equity, to specific performance and injunctive relief, without posting bond or other equity interest security and without the necessity of any corporation if such stock is publicly traded and listed on any national or regional stock exchange or on the Nasdaq Stock Market, (iii) owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision, subject to compliance with Section 8.5(b), -------------- or (iv) acquiring the assets or capital stock or other equity interests of any other Person engaged in such business subject to compliance with Section 8.5(b); -------------- and provided, further, that nothing set forth in this Section 8.5 shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed by an independent investment advisor from including not in excess of 5% in the aggregate of any class or equity interest of any Person engaged in such Competitive Businessproving actual damages.

Covenant Not to Compete. The Employee expressly acknowledges that (ai) In furtherance the Company is and will be engaged in the manufacture of adhesives, sealants and coatings; (ii) the Employee is one of a limited number of persons who has extensive knowledge and expertise relevant to the businesses of the ----------------------- sale Company, its Subsidiaries and their Affiliates; (iii) the Employee's performance of his services for the Company hereunder will afford him full and complete access to and cause him to become highly knowledgable about the Company's, its Subsidiaries' and their Affiliates' Confidential Information; (iv) the agreements and covenants contained in this Section 4.5 are essential to protect the business and goodwill of the SharesCompany, its Subsidiaries and their Affiliates because, if the HEA Membership Interests and the SMMSLP LP Interests to Buyer hereunder, Parent covenants and agrees that, for a period ending on the fourth anniversary of the Closing Date, neither Parent nor Employee enters into any of its Affiliates (which term for purposes of this Section 8.5 shall not include any Person who ----------- may acquire control of Parent after the Closing Date and any Affiliates of such Person immediately prior to such acquisition) will engage, directly or indirectly, anywhere in the world where the Business is conducted by the Companies as of the Closing Date in business activities that are competitive with the Business as conducted by businesses of the Companies on Company, its Subsidiaries and their Affiliates, he will cause substantial harm to the Closing Date Company or its Subsidiaries and Affiliates; and (v) his covenants to the interest or business that includes such conflicting competitive activities is hereinafter referred to as a "Competitive Business"); providedCompany, however, that -------------------- -------- ------- nothing its Subsidiaries and their Affiliates set forth in this Section 8.5 4.5 are being made in partial consideration of the Company's grant of the Option to him. Accordingly, the Employee hereby agrees that while he is employed by the Company hereunder and for the one (1) year period thereafter (the "NON-COMPETITION PERIOD"), he shall prohibit Parent not directly or indirectly own any interest in, invest in, lend to, borrow from, manage, control, participate in, consult with, become employed by, render services to, or in any other manner whatsoever engage in, any business which is competitive with any business actively being engaged in by the Company, its Subsidiaries and their Affiliates ----------- from or actively (iand demonstrably) being considered by the Company, its Subsidiaries and their Affiliates for entry into on the date of the termination of the Employment Period, within any states or geographical regions in which any such business is being conducted or in which the Company, its Subsidiaries and their Affiliates is or are actively (and demonstrably) considering engaging in the businesses conducted by Parent or its Affiliates (excluding the Companies) on the Closing Date and described in Schedule 8.5date of the termination of the Employment Period. The preceding to the contrary notwithstanding, ------------ (ii) owning not in excess of 5% the Employee shall be free to make investments in the aggregate publicly traded securities of any corporation, provided that such investments do not amount to more than 1% of the outstanding securities of any class of capital stock or other equity interest of any corporation if such stock is publicly traded and listed on any national or regional stock exchange or on the Nasdaq Stock Market, (iii) owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision, subject to compliance with Section 8.5(b), -------------- or (iv) acquiring the assets or capital stock or other equity interests of any other Person engaged in such business subject to compliance with Section 8.5(b); -------------- and provided, further, that nothing set forth in this Section 8.5 shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed by an independent investment advisor from including not in excess of 5% in the aggregate of any class or equity interest of any Person engaged in such Competitive Businesscorporation.

Covenant Not to Compete. (a) In furtherance Employer and Employee acknowledge that, by virtue of Employee's responsibilities and authority, he shall, during the ----------------------- sale course of the Shareshis Employment, the HEA Membership Interests be instrumental in developing, and receive highly confidential information concerning, Employer and the SMMSLP LP Interests Affiliates, their customers, their services, their trade secrets, their proprietary information and other information concerning the Logistics Business, much of which will be unavailable to Buyer hereunderthose in positions of lesser responsibility and authority. Employee further acknowledges that the ability of such information to benefit a competitor or potential competitor of Employer shall cause irreparable harm, Parent covenants damage and loss to Employer and the Affiliates. To protect Employer and the Affiliates from Employee's using or exploiting this information, Employee agrees that, if the employment relationship between Employee and Employer terminates for any reason whatsoever other than termination by Employer without Cause, then, in such event, for a period ending on of one (1) year from the fourth anniversary date of the Closing DateEmployee's termination of employment, neither Parent nor any of its Affiliates (which term for purposes of this Section 8.5 Employee shall not include any Person who ----------- may acquire control of Parent after engage in the Closing Date Logistics Business in the Restricted Territory, and any Affiliates of such Person immediately prior to such acquisition) will engage, Employee shall not directly or indirectly, anywhere own, manage, join, control, contract with, be employed by, act in the world where capacity of an officer, director, trustee, shareholder or partner or consultant, or participate in any manner in the ownership, management, operation, or control of any business or person engaged in the Logistics Business is conducted by in the Companies as of the Closing Date in business activities that are competitive with the Business as conducted by the Companies on the Closing Date (the interest or business that includes such conflicting competitive activities is hereinafter referred to as a "Competitive Business")Restricted Territory; provided, however, Employee shall be permitted to own not more than five percent (5%) of the stock of a corporation required to file reports pursuant to the Securities Exchange Act of 1934. As to the foregoing, Employee acknowledges that -------------------- -------- ------- nothing set forth he has the ability to earn a comparable income within or without the Restricted Territory in this Section 8.5 shall prohibit Parent other than the Logistics Business and that earning a livelihood outside the Logistics Business within or its Affiliates ----------- without the Restricted Territory would not constitute a hardship or an unreasonable restriction on the Employee or restrict him from (i) engaging earning comparable income. Employee acknowledges that the area in which the Employer engages in the businesses conducted by Parent or its Affiliates (excluding Logistics Business shall geographically increase under the Companies) on leadership of Employee and that, as such increase occurs in such new areas, it is necessary for the Closing Date interests of the Employer to be protected in them. Accordingly, Employee acknowledges and described in Schedule 8.5agrees that, ------------ (ii) owning not in excess upon receipt of 5% consideration from Employer in the aggregate sum of any class of capital stock or other equity interest of any corporation if such stock is publicly traded and listed on any national or regional stock exchange or on the Nasdaq Stock Market, One Hundred Dollars (iii) owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision, subject to compliance with Section 8.5(b$100.00), -------------- or (iv) acquiring in each case, he shall, at any time and from time to time, execute an amendment to this Agreement amending the assets or capital stock or other equity interests definition of any other Person engaged in Restricted Territory to include such business subject to compliance with Section 8.5(b); -------------- and provided, further, that nothing set forth in new areas. This Paragraph 16 shall survive the termination of this Section 8.5 shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed by an independent investment advisor from including not in excess of 5% in the aggregate of any class or equity interest of any Person engaged in such Competitive BusinessAgreement.

Covenant Not to Compete. (a) In furtherance of Section 14 is hereby deleted and replaced in its entirety with the ----------------------- sale of the Shares, the HEA Membership Interests and the SMMSLP LP Interests to Buyer hereunder, Parent following: The Executive hereby covenants and agrees that, that for a period ending on of two years following the fourth anniversary date of her termination of employment with the Employer (the “Non-Compete Period”), she shall not, without the written consent of the Closing DateEmployer, neither Parent nor become an officer, employee, consultant, director or trustee of any savings bank, savings and loan association, savings and loan holding company, bank or bank holding company, or any direct or indirect subsidiary or affiliate of any such entity, that entails working within any county in which the Company or the Bank maintains an office as of the date of termination of the Executive’s employment. In addition, in the event of a breach by the Executive of any of its Affiliates (which term for purposes the provisions of this Section 8.5 shall not include any Person who ----------- 14, the Employer may acquire control of Parent after the Closing Date and any Affiliates avail itself of such Person immediately prior remedies that may be available to it as a result of such acquisition) will engage, directly or indirectly, anywhere in the world where the Business is conducted breach by the Companies Executive, with such remedies to be cumulative and not mutually exclusive. During the Non-Compete Period, provided the Executive is and continues to be as of the Closing Date each payment date in business activities that are competitive material compliance with the Business Agreement as conducted amended by this Amendment, and provided further that no amounts are payable to the Companies Executive pursuant to either Section 9 or Section 11 of the Agreement, the Bank shall pay to the Executive a total of Eight Hundred Sixty-Five Thousand Two Hundred Dollars ($865,200) in installments, representing 2x Executive’s Base Salary and 2x her 2009 EIP at Target. The foregoing amount shall be made in equal monthly installments of Thirty-Six Thousand Fifty Dollars during the Non-Compete Period on or about the Closing Date (the interest or first business that includes such conflicting competitive activities is hereinafter referred to as a "Competitive Business")day of each month; provided, however, that -------------------- -------- ------- nothing set forth the monthly installments that would otherwise have been paid during the first six months following the Retirement Date shall be delayed and paid in this Section 8.5 shall prohibit Parent or its Affiliates ----------- from (i) engaging a lump sum in the businesses conducted amount of Two Hundred Fifty-Two Thousand Three Hundred Fifty Dollars together with interest thereon to the date of payment at a rate equal to 120% of the Applicable Federal Rate in effect at the Retirement Date (the “Rate”), on August 2, 2010 if the Executive is and continues to be in material compliance with the Agreement as amended by Parent or its Affiliates (excluding this Amendment. Commencing September 1, 2010, each monthly installment for the Companies) on remainder of the Closing Non-Compete Period shall be Thirty-Six Thousand Fifty Dollars. Provided that the Executive remains employed by the Bank through the Retirement Date and described is in Schedule 8.5material compliance with the Agreement as amended by this Amendment then, ------------ no later than January 31, 2010, the Bank shall pay Executive a lump sum cash payment equal to the insurance premium cost (iiBank’s and Employee’s) owning not in excess at that time of 5% twenty four months’ continuation of health and dental insurance coverage for Executive and her family under the Bank’s group health insurance coverage. Executive may use such funds at her discretion, and will have the right to continue to participate in the aggregate Bank’s employee medical plan, the Bank’s retiree medical coverage, COBRA or other as she desires at the time of retirement; provided she is eligible under the terms of such plans at the Retirement Date. In the event that the Bank shall fail to timely make any such payment, which failure shall continue for more than 10 days after written notice thereof from the Executive to the Bank, then the Bank shall pay to the Executive interest thereon (at the Rate) from the date of any class of capital stock such nonpayment or other equity interest of any corporation if such stock is publicly traded payments when due, until paid, and listed on any national or regional stock exchange or on the Nasdaq Stock Marketshall be responsible for all costs and expenses, (iii) owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decisionincluding, subject to compliance with Section 8.5(b)without limitation, -------------- or (iv) acquiring the assets or capital stock or other equity interests of any other Person engaged in such business subject to compliance with Section 8.5(b); -------------- and provided, furtherreasonable attorneys’ fees, that nothing set forth the Executive incurs in this Section 8.5 order to collect said payments or enforce the terms hereof. The Bank acknowledges and agrees that any employment of the Executive during the Non-Compete Period which does not otherwise violate the terms hereof shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed by an independent investment advisor from including not in excess of 5% in affect the aggregate of any class Bank’s obligation to make (or equity interest of any Person engaged in such Competitive Businessthe Executive’s right to receive) the payments and benefits hereunder.

Covenant Not to Compete. (a) In furtherance You acknowledge and agree that we have invested a substantial amount of time and money in developing the System, the Marks, and the Confidential Information and that we would be unable to protect our System, the Marks, Confidential Information and trade secrets against unauthorized use or disclosure and would be unable to encourage a free exchange of ideas and information among us or our licensees if prospective licensees or licensees were permitted to hold interests in or perform services for any competing business and that the following restrictions are reasonably required in order to protect our information, marketing strategies, operating policies and other elements of the ----------------------- sale System from unauthorized appropriation. Therefore, you agree that during the term of this Agreement, you will not have any direct or indirect or beneficial interest or perform services as an officer, director, manager, employee or consultant or otherwise for or in any business which owns, operates, licenses, franchises or develops any restaurant concept which both (i) has sit down, table service, and (ii) is a mid-scale priced, family style restaurant, coffee shop or ice cream/frozen yogurt shoppe (as defined by CREST operators list as of June 1, 1997) including but not limited to Denny's Shoney's Big Boy, Country Kitchen, Xxx Xxxxx, Cracker Barrel, IHOP, Village Inn, Waffle House, Dairy Queen, Xxxxxxx'x, Xxxxxx, Xxxxxx Xxxxxxx, TCBY or similar. Notwithstanding the above, a restaurant concept which is a mid-scale priced family style restaurant will be deemed competitive if frozen deserts comprise five percent (5%) or more of the Shares, the HEA Membership Interests and the SMMSLP LP Interests to Buyer hereunder, Parent covenants and agrees that, sales mix as measured on any six (6) month basis. You further agree that for a period ending of two (2) years after the termination or expiration of this Agreement, you and all of such persons will be subject to the same restriction on competing activities within the fourth anniversary trade area (the "Trade Area") of the Closing DateRestaurant or within the trade area (as reasonably determined by us) of any Friendly's Restaurant operated currently by us or any other licensee of ours, neither Parent nor but in no event within a radius of three (3) miles from any such restaurant. You and all of such persons also agree during such periods of time not to offer to employ or employ any person who is then employed by us, our affiliates or any other licensee. You acknowledge and agree that the Trade Area is an area equal to a three (3) mile radius with its Affiliates (epicenter at the Restaurant. You acknowledge that the determination of the Trade Area is based on many factors, some of which term for purposes are subjective, and that the Trade Area as described in this Agreement is reasonable under the circumstances. The restrictions of this Section 8.5 shall not include any Person who ----------- may acquire control be applicable to the ownership of Parent after a Friendly's Restaurant operated pursuant to a License Agreement with us, to the Closing Date and any Affiliates ownership of such Person immediately prior to such acquisition) will engage, directly or indirectly, anywhere in the world where the Business is conducted by the Companies as shares of the Closing Date in business activities that are competitive with the Business as conducted by the Companies on the Closing Date (the interest or business that includes such conflicting competitive activities is hereinafter referred to as a "Competitive Business"); provided, however, that -------------------- -------- ------- nothing set forth in this Section 8.5 shall prohibit Parent or its Affiliates ----------- from (i) engaging in the businesses conducted by Parent or its Affiliates (excluding the Companies) on the Closing Date and described in Schedule 8.5, ------------ (ii) owning not in excess of 5% in the aggregate of any class of capital stock or other equity interest of any corporation if such stock is publicly traded and securities listed on any national or regional a stock exchange or traded on the Nasdaq Stock Marketover-the-counter market that represent five percent (5%) or less of the number of shares of that class of securities issued and outstanding, (iii) owning an interest acquired as or to the ownership or operation of any restaurant franchised by Wendy's International to your corporate parent or affiliate. You further acknowledge that this Agreement does not confer any rights of exclusivity on you with respect to your operation of a creditor in bankruptcy or otherwise than by a voluntary investment decision, subject to compliance with Section 8.5(b), -------------- or (iv) acquiring Friendly's Restaurant within the assets or capital stock Trade Area and will not prevent us from placing another Friendly's Restaurant or other equity interests of any other Person engaged in such business subject to compliance with Section 8.5(b); -------------- and provided, further, that nothing set forth in this Section 8.5 shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed by an independent investment advisor from including not in excess of 5% in food service establishment within the aggregate of any class or equity interest of any Person engaged in such Competitive BusinessTrade Area.

Covenant Not to Compete. Loscalzo and WL each acknowledge that, as of the date hereof: (a) In furtherance of the ----------------------- sale of the Shares, the HEA Membership Interests and the SMMSLP LP Interests to Buyer hereunder, Parent covenants and agrees that, for a period ending on the fourth anniversary of the Closing Date, neither Parent nor any of its Affiliates (which term for purposes of this Section 8.5 shall not include any Person who ----------- may acquire control of Parent after the Closing Date and any Affiliates of such Person immediately prior to such acquisition) will engage, directly or indirectly, anywhere Xxxxxxx is engaged in the world where business of developing and providing educational programs for the Business is conducted by accounting, engineering, legal and other professions, various market segments, such as financial services, insurance and pharmaceuticals, and compliance and ethics programs for the Companies as of the Closing Date in business activities that are competitive with the Business as conducted by the Companies on the Closing Date general corporate market (the interest or business that includes such conflicting competitive activities is hereinafter referred to as a "Competitive Business"); provided(b) the Competitive Business is currently conducted, howeveror proposed to be conducted, throughout the United States (the "Restricted Area"); and (c) the agreements and covenants contained in this Section 6.04 are essential to protect the business and goodwill of the Company which business and goodwill are being acquired by SmartPros hereunder in exchange for the Consideration. Accordingly, each of Loscalzo and WL agrees that -------------------- -------- ------- nothing for a period of ten (10) years from and axxxx xxx Closing Date (the "Restricted Period"), she or he will not, directly or indirectly, in the Restricted Area, otherwise than as an employee of or consultant to the Company: (x) engage or participate in the Competitive Business; (y) enter the employ of, or render any services (whether or not for a fee or other compensation) to, any person or entity engaged in the Competitive Business; or (z) acquire an equity interest in any person engaged in the Competitive Business; provided that Loscalzo and WL may each own, directly or indirectly, solely as a paxxxxx xxvestment, not more than five (5%) percent of the outstanding securities of any company traded on any national securities exchange or on the National Association of Securities Dealers Automated Quotation System. Notwithstanding the foregoing, neither Loscalzo nor WL shall be deemed to be engaging in a Competitive Busixxxx xxxing the Restricted Period by (i) teaching accounting or accounting-related subject matter or performing accounting-related research or writing at a college, university or other secondary level educational institution, (ii) writing occasional articles on the topic of accounting or related subject matter for dissemination in journals, magazines and other media intended for general circulation or circulation within the accounting profession generally, or (iii) practicing traditional accounting, including the rendering of audit and attest services, tax and forensic accounting, and related consulting services; PROVIDED, HOWEVER, being employed or retained by an academic institution or other employer that has a division or branch that engages in a Competitive Business shall not alone be deemed a violation of this Section 6.04, so long as the Executive does not personally participate or otherwise engage in the Competitive Business or work in or assist the division or branch that engages in the Competitive Business. Loscalzo and WL each acknowledge that a violation of any of txx xxxxxants contained in this Section 6.04 may cause irreparable injury to SmartPros and that money damages would not provide an adequate remedy to SmartPros, and therefore, SmartPros shall, in addition to, and not in lieu of, any other rights and remedies available to any of them under law or in equity, have the right and remedy to have the covenant set forth in this Section 8.5 shall prohibit Parent or its Affiliates ----------- from (i) engaging in 6.04 specifically enforced by any court of competent jurisdiction. In the businesses conducted by Parent or its Affiliates (excluding event the Companies) on the Closing Date and described in Schedule 8.5, ------------ (ii) owning not in excess of 5% in the aggregate of any class of capital stock or other equity interest of any corporation if such stock is publicly traded and listed on any national or regional stock exchange or on the Nasdaq Stock Market, (iii) owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision, subject to compliance with Section 8.5(b), -------------- or (iv) acquiring the assets or capital stock or other equity interests of any other Person engaged in such business subject to compliance with Section 8.5(b); -------------- and provided, further, that nothing set forth covenants contained in this Section 8.5 6.04 should be held by any court or other duly constituted judicial authority to be void or otherwise unenforceable in any particular jurisdiction or with respect to any particular activity or with respect to the period of restraint, then such covenants so affected shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed by an independent investment advisor from including not be deemed to have been amended and modified so as to eliminate therefrom the particular jurisdiction or activity as to which such covenants are so held to be void or otherwise unenforceable or to reduce the period of restraint, and, as so modified and as to all other jurisdictions and activities covered hereby, the terms and provisions hereof shall remain in excess of 5% in the aggregate of any class or equity interest of any Person engaged in such Competitive Businessfull force and effect.

Covenant Not to Compete. (a) In furtherance order that the Purchaser may have and enjoy the full benefit of the ----------------------- sale of Packaged Gas Business and the SharesPurchased Assets and as an inducement to the Purchaser to enter into this Agreement (without which inducement the Purchaser would not have entered into this Agreement), the HEA Membership Interests and the SMMSLP LP Interests to Buyer hereunder, Parent covenants and Seller hereby agrees that, for a period ending on the fourth anniversary except as otherwise provided or contemplated in any of the Closing DateTransaction Documents, neither Parent nor any of the Seller shall not, and the Seller shall cause its Affiliates (which term for purposes of this Section 8.5 shall not include any Person who ----------- may acquire control of Parent after the Closing Date and any Affiliates of such Person immediately prior to such acquisition) will engageto, directly or indirectly, anywhere engage or otherwise participate in the world where Packaged Gas Business in the Business is conducted by the Companies as United States for a period of the Closing Date in business activities that are competitive with the Business as conducted by the Companies on five (5) years from the Closing Date (such five-year period, the interest or business that includes such conflicting competitive activities is hereinafter referred to as a "Competitive BusinessNon-Competition Period"). Notwithstanding the foregoing, the Seller and its Affiliates shall have the right at any time to (i) engage in any of the Excluded Businesses, (ii) engage in the Packaged Gas Business outside of the United States, (iii) acquire, directly or indirectly, securities listed on any national securities exchange or traded actively in the national over-the-counter market of any Person that provides the Competing Business in the United States, provided the Seller, together with its Affiliates and any member of a group in which the Seller or its Affiliates are a party, do not own more than ten (10%) percent of the outstanding voting power of such Person (other than with respect to the Persons set forth on Schedule 7.7(a) for which there shall be no limitation on the ownership of outstanding voting power; provided, however, that -------------------- -------- ------- nothing set forth in from and after such time as any such Person becomes an Affiliate of Seller, Seller Parent or any of their Affiliates, it or they shall be subject to the terms of this Section 8.5 7.7); (iv) subject to Section 7.7(b), acquire (by acquisition, merger, consolidation, joint venture or otherwise) a company or business whose operations include a Competing Business, (v) make sales calls or joint sales calls with a Third Party Distributor (defined below) in relation to the sale of products of the Excluded Businesses; provided, however, that the Seller shall prohibit Parent or not, and shall cause its Affiliates ----------- from not to, (iA) engaging in make any sales calls or any joint sales calls with any Third Party Distributor involving the businesses conducted by Parent supply of packaged gases or its Affiliates (excluding B) make any sales calls or any joint sales calls with any Third Party Distributor to any customers of the CompaniesPackaged Gas Business as of the date hereof or as of the Closing Date, except for joint sales calls where a Third Party Distributor currently supplies bulk to any such customer and the making of joint sales calls was the past practice with respect to such customer prior to the date hereof (past practice to be determined on an account-by-account basis), (vi) on advise any customer, other than a customer of the Packaged Gas Business as of the date hereof or as of the Closing Date (each a "Non-PGB Customer"), of the identity of such Persons' Third Party Distributors, and described in Schedule 8.5provide the details thereof, ------------ (ii) owning not in excess of 5% in the aggregate and make recommendations and referrals to Non-PGB Customers or potential Non-PGB Customers seeking packaged gas products of any class of capital stock such Persons' Third Party Distributors; provided, that the Seller or other equity interest of any corporation if such stock is publicly traded and listed Affiliate shall treat the Purchaser on any national equal terms with such Persons' Third Party Distributors when providing such recommendations or regional stock exchange or on the Nasdaq Stock Marketreferrals, (iiivii) owning an interest acquired publicize generally in literature, on such Persons' website, or via other media the identity of such Persons' Third Party Distributors, and provide the details thereof, and (viii) offer non-account-specific services to such Persons' Third Party Distributors based on such Persons' global experience in packaged gases, provided, that, as a creditor in bankruptcy condition to providing such services which relate to the Packaged Gas Business to any such Third Party Distributors, the Seller shall, or otherwise than shall cause its Affiliates to, offer such services which relate to the Packaged Gas Business to the Purchaser on such terms as shall be mutually agreeable to the Seller and the Purchaser for a term of fifteen (15) years, unless the applicable Enabling Agreement shall have been terminated and the Seller shall no longer be providing the Purchaser with the products covered by a voluntary investment decision, subject to compliance with Section 8.5(b), -------------- or (iv) acquiring the assets or capital stock or other equity interests of any other Person engaged in such business subject to compliance with Section 8.5(b); -------------- and provided, further, that nothing set forth in this Section 8.5 shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed by an independent investment advisor from including not in excess of 5% in the aggregate of any class or equity interest of any Person engaged in such Competitive Business.Enabling Agreement. The Purchaser

Covenant Not to Compete. (a) In furtherance of the ----------------------- sale of the Shares, the HEA Membership Interests and the SMMSLP LP Interests to Buyer hereunder, Parent covenants and agrees that, for For a period ending on the fourth anniversary of three (3) years after the Closing Date, neither Parent without the prior written consent of the Purchaser none of the Seller nor any of its Affiliates (which term for purposes of this Section 8.5 shall not include any Person who ----------- may acquire control of Parent after the Closing Date and any Affiliates of such Person immediately prior to such acquisition) will engage, directly or indirectlyindirectly (whether through any partnership of which it is a member, anywhere through any trust in which it is a beneficiary or trustee or through a corporation or other association in which it has any interest, legal or equitable, or in any other capacity whatsoever) engage in the manufacture or sale of products of the type now made and sold by the Business in any county or any other political subdivision of any state of the United States of America or of any other country in the world where the Seller conducted the Business is conducted by the Companies as of the Closing Date in business activities that are competitive with the Business as conducted by the Companies on the Closing Date (the interest or business that includes such conflicting competitive activities is hereinafter referred to as a "Competitive Business")Date; provided, however, that -------------------- -------- ------- nothing set forth in this Section 8.5 the foregoing restriction shall prohibit Parent or not prevent Seller and/or any of its Affiliates ----------- from (i) engaging acquiring or holding an interest of less than 10% of the outstanding equity securities of any competing business (a "COMPETING ENTITY") whose equity securities are listed on a national securities exchange, quoted on the NASDAQ NMS or trade in the businesses conducted by Parent or its Affiliates (excluding the Companies) on the Closing Date and described in Schedule 8.5over-the-counter market, ------------ (ii) owning not making or maintaining an investment in excess of 5any Competing Entity if the assets used by such Competing Entity in the activity competitive with the Business constitute less than 20% in value of the aggregate assets of any class of capital stock or other equity interest of any corporation if such stock is publicly traded Competing Entity and listed on any national or regional stock exchange or the revenue derived from carrying on the Nasdaq Stock Marketactivity competitive with the Business constitutes less than 30% of the revenues of the Competing Entity (calculated in each case on a consolidated basis), (iii) owning making an interest acquisition of assets (and following such acquisition carrying on the business and activities associated with the assets acquired) if the portion of assets used in carrying on the activity competitive with the Business constitutes less than 20% in value of the assets acquired as and the revenue associated with such competitive activity constitutes less than 30% in value of the revenue derived from all of the assets acquired (calculated in each case on a creditor in bankruptcy or otherwise than by a voluntary investment decision, subject to compliance with Section 8.5(bconsolidated basis), -------------- or (iv) acquiring manufacturing, selling or distributing (a) electronics that control or are otherwise used in pyrotechnic components and systems, or (b) similar products, but only to the assets extent such products use electronic and not pyrotechnic devices (other than expended unit indicators or capital stock or other equity interests thermal batteries, all of any other Person engaged in such business subject which Seller shall be permitted to compliance with Section 8.5(bmanufacture, sell and/or distribute); -------------- and provided, further, that nothing set forth in this Section 8.5 shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed by an independent investment advisor from including not in excess of 5% in the aggregate of any class or equity interest of any Person engaged in such Competitive Business.

Covenant Not to Compete. (a) In furtherance If you terminate employment with Surety or if your employment is terminated by Surety and then you compete with Surety, Surety may suffer irreparable harm and damage. Accordingly, you hereby agree that to protect the legitimate business interests of the ----------------------- sale of the SharesSurety, the HEA Membership Interests while you are employed by Surety, and the SMMSLP LP Interests to Buyer hereunder, Parent covenants and agrees that, for a period ending on of 12 months following the fourth anniversary date of the Closing Dateyour termination of employment with Surety, neither Parent nor any of its Affiliates (which term for purposes of this Section 8.5 shall not include any Person who ----------- may acquire control of Parent after the Closing Date and any Affiliates of such Person immediately prior to such acquisition) you will engagenot, directly or indirectly, anywhere without the prior written approval of the Surety’s Board, be directly or indirectly employed as an owner, partner, employee, consultant or in any other capacity by, and you will not become a stockholder in, the surety business in the world where the Business is conducted by the Companies as of the Closing Date in business activities that are competitive with the Business as conducted by the Companies on the Closing Date United States and Canada (the interest or business that includes such conflicting competitive activities is hereinafter referred to as a "Competitive Business"“Competitor”); provided, however, that -------------------- -------- ------- nothing such prohibited activity shall not include (i) the ownership of less than 5% of the outstanding securities of any publicly traded corporation (determined by vote or value) regardless of the business of such corporation or (ii) the provision of services to a business the gross written premiums of which arising from the surety business during the immediately preceding calendar year was less than 20% of such business’ total gross written premiums; and provided further that such prohibited activity shall be expanded to include a surety business outside the United States and Canada should, during the term of this Agreement, Surety do “substantial” business outside the United States and Canada. Upon your written request, the Board will determine in its sole discretion whether a business or other entity constitutes a “Competitor” or whether Surety is doing “substantial” business outside the United States and Canada; provided that the Board may require you to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned on the accuracy of such information, and on such other factors as the Board may determine. If any restriction set forth in this Section 8.5 8(c) is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or over too broad a geographic area, it shall prohibit Parent be interpreted to extend only over the maximum period of time, range of activities or its Affiliates ----------- from (i) engaging geographic area as to which it may be enforceable. Notwithstanding anything contained in this Agreement to the businesses conducted by Parent or its Affiliates (excluding contrary, the Companies) on the Closing Date and described in Schedule 8.5, ------------ (ii) owning not in excess of 5% in the aggregate of any class of capital stock or other equity interest of any corporation if such stock is publicly traded and listed on any national or regional stock exchange or on the Nasdaq Stock Market, (iii) owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision, subject to compliance with Section 8.5(b), -------------- or (iv) acquiring the assets or capital stock or other equity interests of any other Person engaged in such business subject to compliance with Section 8.5(b); -------------- and provided, further, that nothing restriction set forth in this Section 8.5 8(c) shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed by an independent investment advisor from including not in excess terminate on the later of 5% in (i) the aggregate expiration of any class the Protection Period or equity interest (ii) the expiration of any Person engaged in such Competitive Businessthe 12 month period following the date of your termination of employment with Surety during the Protection Period.

Covenant Not to Compete. (a) In furtherance Following the completion of the ----------------------- sale initial six months of employment and during the Shares, the HEA Membership Interests remaining term of this association and the SMMSLP LP Interests to Buyer hereunder, Parent covenants and agrees that, for a period ending on the fourth anniversary of one (1) year after termination of the Closing Dateassociation, neither Parent nor Employee shall not, without the prior written consent of Employer, engage in or in any of its Affiliates (which term for purposes of this Section 8.5 shall not include any Person who ----------- may acquire control of Parent after the Closing Date and any Affiliates of such Person immediately prior to such acquisition) will engage, manner be connected or concerned directly or indirectly, anywhere whether as an officer, director, stockholder, partner, owner, employee or otherwise, with the operation, management or conduct of any practice of chiropractic within a (Number of Miles) ( ) mile radius of (Community Practice Located), (State), other than as an Employee of Employer pursuant to this Agreement. The parties agree that this covenant is reasonable and necessary to protect the interests of Employer hereunder in retaining the patients of Employer’s offices. In the event Employee directly or indirectly violates any of the provisions of this covenant, the parties agree that the Employer will not have an adequate remedy of law and that injunctive relief shall be available to Employer to restrain any further breach, in addition to any other remedies at law. The parties further agree that in the world event of any breach, the amount of damages which would be sustained would be difficult to ascertain and the parties hereby agree that Employer shall be entitled to obtain liquidated damages, and not as a penalty, an amount equal to the salary and fringe benefits paid or provided by Employer to Employee during the previous one hundred eighty (180) days. In addition, he or she shall be responsible for the payment of all of the Employer’s expenses, including reasonable attorney’s fees, incurred in the enforcement of such covenants. (The enforceability of covenants will vary, and it is difficult, if not impossible, to say what works in one location will work in another. You will need to discuss this with your attorney who may have had experiences in this area of contract law. For instance, the mile radius used will vary. In smaller communities it is not unusual to see radius distances discussed in the 20, 30 and even 50 mile range. In larger urban areas the distance discussed might be in the one to five mile range. And, then again some areas won’t recognize any distance range at all. The same applies to the liquidated damages provision. Some states will enforce them; some states will not. Covenants not to compete can be difficult to enforce, are fact specific, and can vary from case to case and state to state. One alternative that may be more enforceable is to establish a “contract” where the Business is conducted by new doctor agrees to pay $x to the Companies as of the Closing Date established doctor if he/she opens up within a certain radius. Be sure to consult your attorney for an option that works for your practice in business activities that are competitive with the Business as conducted by the Companies on the Closing Date (the interest or business that includes such conflicting competitive activities is hereinafter referred to as a "Competitive Business"your practice location.); provided, however, that -------------------- -------- ------- nothing set forth in this Section 8.5 shall prohibit Parent or its Affiliates ----------- from (i) engaging in the businesses conducted by Parent or its Affiliates (excluding the Companies) on the Closing Date and described in Schedule 8.5, ------------ (ii) owning not in excess of 5% in the aggregate of any class of capital stock or other equity interest of any corporation if such stock is publicly traded and listed on any national or regional stock exchange or on the Nasdaq Stock Market, (iii) owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision, subject to compliance with Section 8.5(b), -------------- or (iv) acquiring the assets or capital stock or other equity interests of any other Person engaged in such business subject to compliance with Section 8.5(b); -------------- and provided, further, that nothing set forth in this Section 8.5 shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed by an independent investment advisor from including not in excess of 5% in the aggregate of any class or equity interest of any Person engaged in such Competitive Business.

Covenant Not to Compete. (a) In furtherance of Beginning on the ----------------------- sale of the Shares, the HEA Membership Interests First Closing Date and the SMMSLP LP Interests to Buyer hereunder, Parent covenants and agrees that, for a period ending on the fourth thirty (30) month anniversary of the First Closing Date, neither Parent Seller nor any of its Affiliates (which term for purposes of this Section 8.5 shall not include any Person who ----------- may acquire control of Parent after the Closing Date and any Affiliates of such Person immediately prior to such acquisition) will engageor permitted successors or assigns shall, directly or indirectly, without the prior written consent of Buyer, engage anywhere in the world where in (whether as an agent, consultant, advisor, independent contractor, proprietor, partner, officer, director or otherwise), in the Business is conducted by design, manufacture, marketing or sale of Transferred Devices or similar products intended for use in the Companies as of Field, or otherwise engage in a business in the Closing Date in business activities that are competitive with the Business as conducted by the Companies on the Closing Date Field (the interest or business that includes such conflicting competitive activities is hereinafter referred to as a "Competitive Business"foregoing, the “Restricted Activities”); provided, however, that -------------------- -------- ------- nothing set forth in this Section 8.5 7.1 shall prohibit Parent restrict Seller from acquiring ownership of an equity interest not greater than fifteen percent (15%) in an entity engaged in the Restricted Activities, provided that during the four (4) consecutive calendar quarters prior to Seller’s acquisition of such equity interest and at all times thereafter, such entity’s engagement in the Restricted Activities contributed not more than twenty-five percent (25%) of the total sales of such entity. Notwithstanding the foregoing provisions of this Section 7.1, during the period beginning on the First Closing Date and ending on the Second Closing Date (or if such Second Closing does not occur, then perpetually thereafter), Seller and its Affiliates may engage in the foregoing activities in accordance with Section 6.3(b) solely with respect to the Call Assets. Notwithstanding the forgoing, nothing herein shall restrict Seller’s or its Affiliates ----------- from Affiliates’ engaging in business activities outside of the Field or Seller or its Affiliates’ engaging in business activities with respect to: (i) engaging in the businesses conducted by Parent or its Affiliates (excluding the Companies) on the Closing Date and described in Schedule 8.5discrete components, ------------ (ii) owning not in excess of 5% in the aggregate of any class of capital stock or other equity interest of any corporation if such stock is publicly traded and listed on any national or regional stock exchange or on the Nasdaq Stock Marketphysical-layer devices, (iii) owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision, subject to compliance with Section 8.5(b), -------------- or memory and (iv) acquiring ASICs where the assets or capital stock or other equity interests of any other Person engaged in such business subject to compliance with Section 8.5(b); -------------- and provided, further, that nothing set forth in this Section 8.5 shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed by an independent investment advisor from including not in excess of 5% intellectual property contained in the aggregate “Field” definition of any class or equity interest of any Person engaged in such Competitive Businessthis Agreement is substantially supplied by customer.