Common use of Non-Competition Clause in Contracts

Non-Competition. (a) During the Restricted Period, Seller shall not, and shall cause its subsidiaries not to, directly or indirectly, own, operate, control, manage, or engage in any Competitive Business. (b) Notwithstanding the foregoing, nothing in Section 7.07(a) shall prevent Seller or its subsidiaries from (i) providing any services to Purchaser or its Affiliates (including the Company Group) as contemplated by the Transition Services Agreement, (ii) owning, directly or indirectly, as a passive investment, securities of any Person who engages in a Competitive Business if neither Seller nor any of its subsidiaries, individually or in the aggregate, beneficially owns 10% or more of any class of securities of such Person, (iii) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived less than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year, (iv) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived more than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year and Seller, within twelve (12) months after completion of such acquisition referred to in this clause (iv), winds down, liquidates or enters into a definitive agreement to cause the divesture of the Competitive Business of such Person and thereafter completes such divestiture, or (v) owning, operating, controlling, managing or engaging in any of the Retained Business, as conducted as of the date hereof. In the event of a transaction that results in an unaffiliated third party (or its equityholders) acquiring a majority of the equity of Seller (whether by merger, stock sale or otherwise), such unaffiliated third party and its Affiliates (other than Seller and its subsidiaries) shall not be subject to the restrictions set forth in this Section 7.07 following the completion of such sale.

Non-Competition. As a condition precedent to HK's obligation to enter into and perform its obligations under the Merger Agreement, each Shareholder agrees that: (a) During For a period of five (5) years after the Restricted Closing Date (the "Non- Competition Period"), Seller such Shareholder shall not, and shall cause its subsidiaries not to, directly or indirectly, owneither for himself or for any other person, operate"participate" anywhere in the world in the business as currently conducted by or as proposed to be conducted by the Company and its Subsidiaries, controlincluding but not limited to the design, managemanufacture, marketing, distribution, licensing and sale of children's and teen's (i.e. ages 0-21) apparel or engage accessories (the "Business"). For purposes of this Agreement, the term "participate" includes any direct or indirect interest in any Competitive Businessenterprise, whether as an officer, director, employee, partner, sole proprietor, agent, representative, independent contractor, consultant, franchisor, franchisee, creditor, owner or otherwise; provided, that the term "participate" shall not include ownership of less than 5% of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in the over-the-counter market or the continued participation by the Shareholder on the Board of Directors of any company in which he serves as of the date hereof. (b) Notwithstanding During the foregoingNon-Competition Period, nothing in Section 7.07(a) such Shareholder will not divulge or appropriate for his own use, or for the use of any third party, any secret or confidential information or knowledge obtained by such Shareholder concerning the Business. This obligation of secrecy shall prevent Seller or its subsidiaries from not apply to information which (i) providing any services is or becomes part of the public domain other than through breach of this Agreement or through the fault of such Shareholder from an unaffiliated source, which source has no obligation of secrecy to Purchaser or its Affiliates (including the Company Group) as contemplated by the Transition Services AgreementCompany, (ii) owningis required to be disclosed by law or government order (but only to the extent so required), directly or indirectly, as a passive investment, securities of any Person who engages in a Competitive Business if neither Seller nor any of its subsidiaries, individually or in the aggregate, beneficially owns 10% or more of any class of securities of such Person, (iii) acquiringis used by such Shareholder in any other lines of business (but only to the extent so used). (c) During the five-year period following the Closing Date, by merger, consolidation, stock such Shareholder shall not solicit the employment (in any capacity) of or asset acquisition, hire directly or otherwise, through another entity any employee of the Business or any person who was an employee of the Business during the one year period immediately preceding the date of such solicitation or hire without the prior written consent of the Company and owning, after such acquisition, a Person or business that, Parent. (d) If at the time of such acquisition, engages in a Competitive Business if such Person or business derived less than 15% enforcement of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year, (iv) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisitionthis Section 8, a Person court holds that the duration, scope, geographic area or business thatother restrictions stated herein are unreasonable under circumstances then existing, at the time parties agree that the maximum duration, scope, geographic area or other restrictions deemed reasonable under such circumstances by such court shall be substituted for the stated duration, scope, geographic area or other restrictions. (e) Such Shareholder recognizes and affirms that in the event of such acquisition, engages in a Competitive Business if such Person or business derived more than 15% breach of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year and Seller, within twelve (12) months after completion of such acquisition referred to in this clause (iv), winds down, liquidates or enters into a definitive agreement to cause the divesture of the Competitive Business of such Person and thereafter completes such divestiture, or (v) owning, operating, controlling, managing or engaging in any of the Retained Businessprovisions of this Section 8, as conducted as money damages would be inadequate and the Company and its affiliates would have no adequate remedy at law. Accordingly, such Shareholder agrees that the Company and its affiliates shall have the right, in addition to any other rights and remedies existing in their favor, to enforce their rights and such Shareholder's obligations under this Section 10 not only by an action or actions for damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) of the date hereofprovisions of Section 8 (including, without limitation, the extension of the Non-Competition Period by a period equal to (i) the length of the violation of this Section 8 plus (ii) the length of any court proceedings necessary to stop such violation). In the event of a transaction that results in an unaffiliated third party (breach or its equityholders) acquiring a majority violation by such Shareholder of any of the equity provisions of Seller (whether by merger, stock sale or otherwise), such unaffiliated third party and its Affiliates (other than Seller and its subsidiaries) shall not be subject to the restrictions set forth in this Section 7.07 following 8 the completion running of the Non-Competition Period (but not of such saleShareholder's obligations under this Section 8) shall be tolled with respect to such Shareholder during the continuance of any actual breach or violation.

Non-Competition. During your employment with the Group and for a period of one year thereafter (a) During the “Restricted Period”), you will not directly or indirectly, whether as an employee, officer, director, consultant, owner, manager, advisor, investor, or otherwise, in any geographic area in which the Group has conducted the Restricted PeriodBusiness during the 12 months preceding termination of your employment; (i) render advice or services to, Seller shall notor otherwise assist, and shall cause its subsidiaries not toany person, association, or entity who is engaged, directly or indirectly, own, operate, control, manage, in the Restricted Business; or engage in any Competitive Business. (b) Notwithstanding the foregoing, nothing in Section 7.07(a) shall prevent Seller or its subsidiaries from (i) providing any services to Purchaser or its Affiliates (including the Company Group) as contemplated by the Transition Services Agreement, (ii) owninghold a 5% or greater equity, voting or profit participation interest in any person, association, or entity who is engaged, directly or indirectly, as a passive investment, securities of any Person who engages in a Competitive Business if neither Seller nor any of its subsidiaries, individually or in the aggregateRestricted Business. For purposes of this Section 7.3, beneficially owns 10% “Restricted Business” means the business of developing, distributing, selling, supplying or more otherwise dealing with the purchasing and/or selling of entertainment tickets and/or sports tickets in the primary and/or secondary markets or any class other material line of securities of such Personbusiness that the Company may later engage in in the ordinary course and for which you have direct operational responsibility or as to which you receive Proprietary Information. Notwithstanding the foregoing, (iii) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at with prior written consent from the time of such acquisition, engages in a Competitive Business if such Person or business derived less than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year, (iv) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived more than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year and Seller, within twelve (12) months after completion of such acquisition referred to in this clause (iv), winds down, liquidates or enters into a definitive agreement to cause the divesture of the Competitive Business of such Person and thereafter completes such divestiture, or (v) owning, operating, controlling, managing or engaging in any of the Retained Business, as conducted as of the date hereof. In the event of a transaction that results in an unaffiliated third party (or its equityholders) acquiring a majority of the equity of Seller (whether by merger, stock sale or otherwise), such unaffiliated third party and its Affiliates (other than Seller and its subsidiaries) Company which shall not be subject unreasonably withheld, you may accept employment or otherwise be engaged in or involved with a competitor of the Group that has multiple lines of business (a “Permitted Employer”) provided that, during the Restricted Period, you are employed by or providing services to a business unit of such competitor that is not engaged or otherwise involved with the restrictions set forth Restricted Business. Nothing contained in this Section 7.07 following 7.3 shall prohibit you from owning of a passive investment interest of not more than 5% in a company with publicly traded equity securities, and whether on your own behalf or on behalf of others. You agree that the completion Restricted Period shall be extended by a period equal the length of such saleany violation of this Section 7.3.

Non-Competition. (a) During Employee’s service with Evercore and the Restricted Period12-month period immediately following cessation of that service for any reason, Seller shall Employee will not, and shall cause its subsidiaries not to, directly or indirectly, own, operate, control, manage, or : (A) engage in any business that competes with the business of Evercore (including, without limitation, any businesses that Evercore is then actively considering conducting, so long as Employee knows or reasonably should know of such plan(s)) in any geographical area that is within 100 miles of any geographical area where Evercore provides its products or services (a “Competitive Business.”); (bB) Notwithstanding enter the foregoingemploy of, nothing in Section 7.07(a) shall prevent Seller or its subsidiaries from (i) providing render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which is a Competitive Business; or (C) subject to Purchaser the terms of Evercore employee investments policies and procedures applicable to executive officers from time to time, acquire a financial interest in, or its Affiliates (including the Company Group) as contemplated by the Transition Services Agreementotherwise become actively involved with, (ii) owningany Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant. Notwithstanding the provisions of Section 2(a)(i)(A), (B) or (C) above, nothing contained in this Section 2(a)(i) shall prohibit Employee from (x) investing, as a passive investmentinvestor, in any publicly held company; provided that Employee’s beneficial ownership of any class of such publicly held company’s securities does not exceed two percent (2%) of the outstanding securities of any Person who such class, (y) subject to the terms of Evercore compliance procedures and policies applicable to executive officers then currently in effect, managing Employee’s own investments, including through a family office, or (z) continue to serve on a board of directors or other governing body of an entity that engages in a Competitive Business if neither Seller nor any of its subsidiaries, individually or in the aggregate, beneficially owns 10% or more of any class of securities of such Person, (iii) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived less than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year, (iv) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived more than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year and Seller, within twelve (12) months after completion of such acquisition referred to in this clause (iv), winds down, liquidates or enters into a definitive agreement to cause the divesture of the Competitive Business of such Person and thereafter completes such divestiture, or (v) owning, operating, controlling, managing or engaging in any of the Retained Business, as conducted as of if Employee provided such service prior to the date hereof. In the event of a transaction that results in an unaffiliated third party (or its equityholders) acquiring a majority of the equity of Seller (whether by merger, stock sale or otherwise), such unaffiliated third party and its Affiliates (other than Seller and its subsidiaries) shall not be subject to the restrictions set forth in this Section 7.07 following the completion of such saletermination.

Non-Competition. (a) During For so long as any Person is a Partner of the Restricted PeriodPartnership, Seller and for one year thereafter, such Person shall not, not (and shall cause its subsidiaries Cable Affiliates not to, directly or indirectly, own, operate, control, manage, or ) engage in (or seek to engage in) the business of acquiring, owning, financing, investing in, maintaining, operating or managing cable television systems, SMATV, MMDS, LMDS (and other similar systems) for the distribution of multi-channel video programming, other than direct broadcast satellite services to retail customers, in each case serving a municipality listed on Schedules 1 or 2 or the portion of a county listed on Schedules 1 or 2 that is served by the Partnership’s Systems (other than the business of acting as General Manager) (the “Business”) or acquire or invest in (or seek to acquire or invest in) any Competitive BusinessPerson engaged in the Business other than through the Partnership or its Subsidiaries. (b) Notwithstanding the foregoing, nothing in Section 7.07(a) shall prevent Seller or its subsidiaries from : (i) providing the provisions of Section 6.2(a) shall terminate upon the termination of the Partnership due to an Event of Termination, provided that, in the event the Partnership is terminated as a result of any services Event of Default, the provisions of Section 6.2(a) shall continue for one year after such date of termination with respect to Purchaser the Partner, or its Affiliates (including the Company Group) as contemplated by the Transition Services AgreementCable Affiliate thereof, whose act or failure to act resulted in such Event of Default; (ii) owningany Partner (or Cable Affiliate thereof) may, directly or indirectlywithout breaching the provisions of Section 6.2(a), as a passive investment, own and invest in any securities of any Person who engages in a Competitive Business if neither Seller nor any whose common equity securities are registered pursuant to Sections 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, provided that such Partner and its subsidiariesCable Affiliates (A) do not Control such Person and (B) do not own, individually or in the aggregate, beneficially owns 10more than 5% or more of any class of the common equity securities of such Person, ; (iii) acquiringany Partner (or Cable Affiliate thereof) may, by mergerwithout breaching the provisions of Section 6.2(a), consolidationown, stock invest in or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages otherwise engage in a Competitive Business if such Person or business derived less than 15% of its total consolidated annual revenues from a Competitive any Business in its most recently completed fiscal yearwhich the Partnership is precluded from engaging (by rule, regulation, law, order, judgment, decree or contract) by virtue of the Partnership’s affiliation with any of the other Partners (other than such Partner’s Related Partner); (iv) acquiringany Partner (or Cable Affiliate thereof) may, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at without breaching the time provisions of such acquisition, engages in a Competitive Business if such Person or business derived more than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year and Seller, within twelve (12) months after completion of such acquisition referred to in this clause (ivSection 6.2(a), winds down, liquidates or enters into a definitive agreement own any Beneficial Assets to cause the divesture of extent contemplated by the Competitive Business of such Person and thereafter completes such divestiture, or Contribution Agreement; (v) owningin the event that any Person breaches the provisions of Section 6.2(a) by virtue of an investment in another Person that engages in the Business (a “Competing Business”), operatingthen, controllingprovided that the annual revenues derived from such Competing Business are less than 10% of the total revenues of the Person in which such investment is made, managing such breaching Person shall have a reasonable opportunity to cure such breach by disposing of the assets comprising the Competing Business or by transferring the Competing Business, or the economic benefits derived therefrom, to the Partnership; (vi) no Partner (or Cable Affiliate thereof) shall be deemed to be in breach of the provisions of Section 6.2(a) by virtue of any action by a Person in which such Partner (or Cable Affiliate) has from time to time a non-Controlling investment; provided, that such Partner or its Cable Affiliate shall have used its reasonable best efforts (including through the exercise of any contractual or veto rights available to it or, in the case of future investments, the negotiation of appropriate restrictions) to prevent such Person from engaging in any the Business; (vii) if a Partner is required under Section 7.5(c) to continue to own a portion of its Interest in the Partnership, the provisions of Section 6.2(a) shall cease to apply to such Partner on the date that is one year following the date of the Retained Business, as conducted as earliest Transfer of the date hereof. In the event any portion of a transaction that results in an unaffiliated third party such Partner’s Interest (or its equityholdersthe Interest of such Partner’s Related Partner) acquiring pursuant to Section 7.5(c); and (viii) TCINS may continue to provide service to the Brazosport Independent School District and Nederland Independent School District under the agreements between TCINS and such School Districts that are to be attached to the Excess Capacity Leases. (c) The parties agree that the restrictions applicable to TWC under this Section 6.2 shall, notwithstanding that TWC is a majority division of TWE, be binding solely u▇▇▇ ▇▇▇, ▇▇▇ shall be deemed to be a “stand alone” legal entity for all purposes of this Section 6.2 and the equity of Seller (whether by mergerrestrictions under this Section 6.2 will not bind TWE, stock sale or otherwise), such unaffiliated third party and its Affiliates (other than Seller and its subsidiaries) shall not be subject to the restrictions set forth in this Section 7.07 following the completion extent any business or assets of such saleTWE are included within TWC for internal reporting purposes.

Non-Competition. (a) During the Restricted PeriodEmployment Term and for three (3) months after Employee’s employment terminates, Seller if it is terminated pursuant to Section 13(b) or 13(c) of this Agreement, Employee shall not, without the prior written permission of Employer, in the United States, its territories and shall cause possessions or within an one hundred (100) mile radius of any Competitive Business of Employer, its affiliates or subsidiaries not tolocated outside the United States, directly or indirectly, own(a) enter into the employ of or render any services to any person, operate, control, manage, firm or corporation engaged in any Competitive Business (as defined below); (b) engage in any Competitive Business. Business for his own account; (bc) Notwithstanding become associated with or interested in any Competitive Business as an individual, partner, shareholder, creditor, director, officer, principal, agent, employee, trustee, consultant, advisor or in any other relationship of capacity; (d) employ or retain, or have or cause any other person or entity to employ or retain, any person who was employed or retained by Employer or its affiliates while the foregoingEmployee was employed by Employer or (e) solicit, interfere with, or endeavor to entice away from Employer any of its customers or sources of supply. However, nothing in Section 7.07(a) this Agreement shall prevent Seller or its subsidiaries preclude the Employee from (i) providing any services to Purchaser or its Affiliates (including investing his personal assets in the Company Group) as contemplated by the Transition Services Agreement, (ii) owning, directly or indirectly, as a passive investment, securities of any Person who engages in a Competitive Business if neither Seller nor any of its subsidiaries, individually or in the aggregate, beneficially owns 10% or more of any class of securities of such Person, (iii) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person securities are traded on a national stock exchange or business derived less in the over-the-counter market if such investment does not result in his beneficially owning, at any time, more than 154.9% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year, (iv) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time publicity-traded equity securities of such acquisitioncompetitor. “Competitive Business” shall mean any business or enterprise which (a) designs, sells, manufactures, markets and/or distributes injectable material for soft tissue augmentation or (b) engages in a Competitive Business if such Person or any other business derived more than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year and Seller, within which Employer is involved at any time during the twelve (12) months after completion of such acquisition referred month period immediately prior to in this clause (iv), winds down, liquidates or enters into a definitive agreement to cause the divesture termination of the Competitive Business of such Person and thereafter completes such divestiture, or (v) owning, operating, controlling, managing or engaging in any of the Retained Business, as conducted as of the date hereof. In the event of a transaction that results in an unaffiliated third party (or its equityholders) acquiring a majority of the equity of Seller (whether by merger, stock sale or otherwise), such unaffiliated third party and its Affiliates (other than Seller and its subsidiaries) shall not be subject to the restrictions set forth in this Section 7.07 following the completion of such saleEmployee’s employment.

Non-Competition. (a) During For the Restricted Period, Seller Parent and the Sellers shall not, and shall cause its subsidiaries not permit any of the other Restricted Seller Parties to, directly or indirectly, own, operate, control, manage, operate or engage in any Competitive business or enterprise that is engaged in providing contracted physical, occupational and speech-language therapy services to third-party (i) skilled nursing facilities, (ii) assisted living and senior care centers, (iii) pediatric centers or (iv) continuing care retirement communities (each, a “Restricted Line of Business. ”) within the United States; provided, however, the Sellers or any other Restricted Seller Parties may operate or engage in any Restricted Line of Business in connection with any (bi) business that is acquired after the date hereof but prior to the expiration of the Restricted Period as a result of any acquisition of any Person consummated by the Sellers or any of their Affiliates and (ii) current or future hospital joint venture of the Sellers or their Affiliates to the extent such operation or engagement in such Restricted Line of Business is ancillary to the business of such joint venture and conducted in a manner that is consistent with past or current practice. Notwithstanding the foregoing, nothing solely in Section 7.07(a) shall prevent Seller or its subsidiaries from respect of clause (i) providing above, to the extent such operation or engagement in such Restricted Line of Business (x) exceeds 50% of the acquired Person’s total revenues for the last reportable twelve-month period prior to the date of acquisition (“TTM Revenue”), no Seller or any services to Purchaser or its Affiliates Affiliate thereof may consummate the proposed acquisition without obtaining the Buyer’s prior written consent (including the Company Group) as contemplated which may be withheld and/or conditioned by the Transition Services Agreement, (ii) owning, directly or indirectly, as a passive investment, securities of any Person who engages in a Competitive Business if neither Seller nor any of its subsidiaries, individually or Buyer in the aggregate, beneficially owns 10% or more of any class of securities of such Person, (iiiBuyer’s sole discretion) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at to the time consummation of such acquisition, engages in a Competitive Business if such Person and (y) (A) generates $25,000,000 or business derived less than 15more of the acquired Person’s TTM Revenue, or (B) exceeds 20% of its total consolidated annual revenues from a Competitive the acquired Person’s TTM Revenue, the Sellers shall (and/or shall cause their Affiliates to) use commercially reasonable efforts to dispose of the Restricted Line of Business in its most recently completed fiscal yearwithin one (1) year of the date of acquisition; provided, (iv) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived more than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year and Seller, within twelve (12) months after completion of such acquisition referred that with respect to in this clause (ivy), winds down, liquidates or enters into if Select conducts a definitive agreement competitive auction in order to cause the divesture dispose of the Competitive Business Restricted Line of such Person and thereafter completes such divestiture, or (v) owning, operating, controlling, managing or engaging in any of the Retained Business, as conducted as Select will provide notice of any such auction and shall provide the date hereof. In Buyer with the event of a transaction that results in an unaffiliated third party (or its equityholders) acquiring a majority of the equity of Seller (whether by mergeropportunity, stock sale or otherwise), such unaffiliated third party and its Affiliates (other than Seller and its subsidiaries) shall not be subject to the restrictions set forth Buyer entering into a customary confidentiality agreement with Select covering any confidential information to be furnished by Select with respect to such Restricted Line of Business, to participate in this Section 7.07 following the completion of such saleauction.

Non-Competition. (a) During Without the Restricted Periodconsent in writing of the Board, Seller shall upon termination of Executive's employment for any reason, Executive will not, for a period of 3 years thereafter, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor, or director) in any business in the continental United States in which he has been directly engaged on behalf of the Company or any subsidiary, or has supervised as an executive thereof, during the last two years prior to such termination and shall cause which is directly in competition with a business then conducted by the Company or any of its subsidiaries, other than engaging in the businesses owned or controlled by FII (excluding those of the Company and its subsidiaries) or FI (excluding those of the Company and its subsidiaries) at the date of termination, or providing services through FII to businesses for which FII provided services at the date of termination; (ii) induce any customers of the Company or any of its subsidiaries not towith whom Executive has had contacts or relationships, directly or indirectly, own, operate, control, manage, during and within the scope of his or engage in any Competitive Business. (b) Notwithstanding the foregoing, nothing in Section 7.07(a) shall prevent Seller or its subsidiaries from (i) providing any services to Purchaser or its Affiliates (including her employment with the Company Group) as contemplated by the Transition Services Agreement, (ii) owning, directly or indirectly, as a passive investment, securities of any Person who engages in a Competitive Business if neither Seller nor any of its subsidiaries, individually to curtail or in the aggregate, beneficially owns 10% cancel their business with such companies or more any of any class of securities of such Person, them; or (iii) acquiring, by merger, consolidation, stock or asset acquisitioninduce, or otherwiseattempt to influence, any employee of the Company or any of its subsidiaries to terminate employment; provided, however, that the limitation contained in clause (i) above shall not apply if Executive's employment is terminated as a result of a termination by the Company following a Change in Control, a termination by Executive for Good Reason, a termination due to Disability, Normal Retirement, or Approved Early Retirement. The provisions of subparagraphs (i), (ii), and owning, after such acquisition, a Person or business that, at (iii) above are separate and distinct commitments independent of each of the time other subparagraphs. It is agreed that the ownership of such acquisition, engages in a Competitive Business if such Person or business derived less than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year, (iv) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived not more than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year and Seller, within twelve (12) months after completion of such acquisition referred to in this clause (iv), winds down, liquidates or enters into a definitive agreement to cause the divesture of the Competitive Business of such Person and thereafter completes such divestiture, or (v) owning, operating, controlling, managing or engaging in any of the Retained Business, as conducted as of the date hereof. In the event of a transaction that results in an unaffiliated third party (or its equityholders) acquiring a majority one percent of the equity securities of Seller any company having securities listed on an exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (whether by merger, stock sale or otherwisei) of this paragraph (a), such unaffiliated third party and its Affiliates (other than Seller and its subsidiaries) shall not be subject to the restrictions set forth in this Section 7.07 following the completion of such sale.

Non-Competition. (ai) During the Restricted Executive agrees that he shall not during the Employment Period and for a period of one year after the termination or end thereof for any reason, without the approval of the Board which, after the end of the Employment Period, Seller shall not, and shall cause its subsidiaries not tounreasonably be withheld or delayed, directly or indirectly, ownalone or as partner, operatejoint venturer, controlofficer, managedirector, employee, consultant, agent, independent contractor or controlling stockholder (other than as provided below) of any Company or business, engage in any “Competitive Business” within the United States or within the United Kingdom and which directly competes with the business of the Company and/or Cyclacel Limited. For purposes of the foregoing, the term “Competitive Business” shall mean any business involved in and/or intending to seek marketing approvals of drug candidates belonging to the same pharmaceutical class as the candidates under development by the Company from time to time, currently CDK inhibitors, PLK inhibitors and nucleoside analogues; provided that, this provision shall in no way prevent the Executive, after the end of the Employment Period, from being employed as a consultant. (bii) Notwithstanding the foregoing, nothing in Section 7.07(a) shall prevent Seller or its subsidiaries from provisions of clause (i) providing above or any services other provision of this Agreement to Purchaser or its Affiliates the contrary, the Executive shall not be prohibited during the period applicable under clause (including the Company Groupi) as contemplated by the Transition Services Agreement, (ii) owning, directly or indirectly, above from acting as a passive investment, securities investor where (a) in the case of any Person who engages in a Competitive Business if neither Seller nor any being a public corporation, the Executive owns not more than five percent (5%) of its subsidiaries, individually or in the aggregate, beneficially owns 10% or more of any class of securities of such Person, (iii) acquiring, by merger, consolidation, issued and outstanding capital stock or asset acquisitionsuch higher percentage or amount as may be approved by the Board upon notice from the Executive prior to obtaining such interest; provided, or otherwisehowever, and owning, after such acquisition, a Person or business that, at that the time Executive shall not be treated as having violated the provisions of such acquisition, engages this Section 12 if in good faith he is unaware that an entity in which he has an investment interest would be treated as a Competitive Business if and, upon becoming aware of such Person involvement, the Executive makes reasonable efforts to divest himself of his interest in such business; (b) in the case of any employer or business derived less entity other than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year, (iv) acquiring, by merger, consolidation, stock or asset acquisitionthat is engaged in, or otherwisewhose affiliates are engaged in, and owningthe development or marketing of products or technologies that are directly or indirectly competitive with any product or technology that is developed or marketed or proposed to be developed or marketed by Company during the Employment Period, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived Executive owns not more than 15% five percent (5%) of its total consolidated annual revenues the issued and outstanding capital stock; or (c) receiving stock, options or warrants from any entity with which the Executive can have a Competitive Business in its most recently completed fiscal year and Seller, within twelve (12) months after completion of such acquisition referred relationship pursuant to in this clause (iv), winds down, liquidates or enters into a definitive agreement to cause the divesture i) above as part of the Competitive Business of such Person and thereafter completes such divestiture, Executive’s compensation for services rendered or (v) owning, operating, controlling, managing or engaging in any of the Retained Business, as conducted as of the date hereof. In the event of a transaction that results in an unaffiliated third party (or its equityholders) acquiring a majority of the equity of Seller (whether by merger, stock sale or otherwise), such unaffiliated third party and its Affiliates (other than Seller and its subsidiaries) shall not to be subject to the restrictions set forth in this Section 7.07 following the completion of such salerendered.

Non-Competition. (a) During From and after the Restricted PeriodClosing Date until the two (2) year anniversary of the Closing Date, Seller shall covenants and agrees, that it will not, and shall will cause its subsidiaries Affiliates not to, directly or indirectly: (i) engage or be involved, owndirectly or indirectly, operatein any business that competes with, controlthe Acquired Business (any such business, managea “Restricted Business”); (ii) acquire beneficial ownership or voting control of any class of the outstanding equity interests (including any debt securities exercisable or exchangeable for, or engage convertible into, equity interests) of, or provide any loan or other financial assistance to, any Person that is engaged in a Restricted Business; (iii) solicit or attempt to solicit any Competitive business, entity or Person that was a customer engaged by the Acquired Business as of the Closing Date or during the twelve (12) months prior to the Closing Date (each a “Current Customer Relation”); and/or (iv) induce or attempt to induce any Current Customer Relation or any business, entity or Person that was a supplier, vendor, licensor, licensee, lessor or lessee, or other business relation of the Business as of the Closing Date or during the twelve (12) months prior to the Closing Date, to cease doing business with, or adversely modify its business relationship with, the Acquired Business. (b) Notwithstanding anything to the foregoingcontrary in this Section 6.6, nothing in the provisions of Section 7.07(a6.6(a) shall prevent Seller or its subsidiaries from not (i) providing prohibit Seller and any services to Purchaser or its Affiliates (including the Company Group) as contemplated by the Transition Services Agreement, (ii) owningAffiliate of Seller from, directly or indirectly, owning solely as a passive investment, securities investment not in excess of any Person who engages in a Competitive Business if neither Seller nor any of its subsidiaries, individually or two percent (2%) in the aggregate, beneficially owns 10% or more aggregate of any class of capital stock of any Person if such stock is publicly traded and listed on any national exchange, regardless of whether or not such Person is engaging in a Restricted Business; provided, Seller has no participation in the management of such Person and, (ii) be binding on or be applicable to any Person (an “Acquirer”) that, directly or indirectly, acquires in any transaction or series of transactions (x) equity securities of such Person, Seller representing fifty percent (iii50%) acquiring, or more of the total voting power represented by merger, consolidation, stock Seller’s then issued and outstanding voting securities or asset acquisition, (y) all or otherwise, and owning, after such acquisition, a Person substantially all of the consolidated assets or business thatof Seller; provided, that in each case of clauses (x) and (y), Acquirer was not an Affiliate of Seller at the time of such acquisition, engages in a Competitive Business if such Person or business derived less than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year, . (ivc) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, The Parties acknowledge and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived more than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year and Seller, within twelve (12) months after completion of such acquisition referred to in this clause (iv), winds down, liquidates or enters into a definitive agreement to cause the divesture of the Competitive Business of such Person and thereafter completes such divestiture, or (v) owning, operating, controlling, managing or engaging in any of the Retained Business, as conducted as of the date hereof. In the event of a transaction agree that results in an unaffiliated third party (or its equityholders) acquiring a majority of the equity of Seller (whether by merger, stock sale or otherwise), such unaffiliated third party and its Affiliates (other than Seller and its subsidiaries) shall not be subject to the restrictions and limitations set forth in this Section 7.07 following 6.6 through 6.7 are reasonable, valid in scope and in all other respects, enforceable, and essential to protect the completion value of Seller, the Excluded Assets, the Acquired Business and the Transferred Assets. If a court, tribunal or antitrust regulator of competent jurisdiction determines that any term or provision contained in Sections 6.6(a) and 6.7 or is invalid or unenforceable, the Parties agree that the court or tribunal will have the power to reduce the scope, duration or geographic 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; provided, that any such salereduction, deletion or replacement shall only be to the extent necessary to render such term or provision valid and enforceable.

Non-Competition. As a condition precedent to HK's obligation to enter into and perform its obligations under the Merger Agreement, each Shareholder agrees that: (a) During For a period of five (5) years after the Restricted Closing Date (the "Non-Competition Period"), Seller such Shareholder shall not, and shall cause its subsidiaries not to, directly or indirectly, owneither for himself or for any other person, operate"participate" anywhere in the world in the business as currently conducted by or as proposed to be conducted by the Company and its Subsidiaries, controlincluding but not limited to the design, managemanufacture, marketing, distribution, licensing and sale of children's and teen's (i.e. ages 0-21) apparel or engage accessories (the "Business"). For purposes of this Agreement, the term "participate" includes any direct or indirect interest in any Competitive Businessenterprise, whether as an officer, director, employee, partner, sole proprietor, agent, representative, independent contractor, consultant, franchisor, franchisee, creditor, owner or otherwise; provided, that the term "participate" shall not include ownership of less than 5% of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in the over-the-counter market or the continued participation by the Shareholder on the Board of Directors of any company in which he serves as of the date hereof. (b) Notwithstanding During the foregoingNon-Competition Period, nothing in Section 7.07(a) such Shareholder will not divulge or appropriate for his own use, or for the use of any third party, any secret or confidential information or knowledge obtained by such Shareholder concerning the Business. This obligation of secrecy shall prevent Seller or its subsidiaries from not apply to information which (i) providing any services is or becomes part of the public domain other than through breach of this Agreement or through the fault of such Shareholder from an unaffiliated source, which source has no obligation of secrecy to Purchaser or its Affiliates (including the Company Group) as contemplated by the Transition Services AgreementCompany, (ii) owningis required to be disclosed by law or government order (but only to the extent so required), directly or indirectly, as a passive investment, securities of any Person who engages in a Competitive Business if neither Seller nor any of its subsidiaries, individually or in the aggregate, beneficially owns 10% or more of any class of securities of such Person, (iii) acquiringis used by such Shareholder in any other lines of business (but only to the extent so used). (c) During the five-year period following the Closing Date, by merger, consolidation, stock such Shareholder shall not solicit the employment (in any capacity) of or asset acquisition, hire directly or otherwise, through another entity any employee of the Business or any person who was an employee of the Business during the one year period immediately preceding the date of such solicitation or hire without the prior written consent of the Company and owning, after such acquisition, a Person or business that, Parent. (d) If at the time of such acquisition, engages in a Competitive Business if such Person or business derived less than 15% enforcement of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year, (iv) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisitionthis Section 8, a Person court holds that the duration, scope, geographic area or business thatother restrictions stated herein are unreasonable under circumstances then existing, at the time parties agree that the maximum duration, scope, geographic area or other restrictions deemed reasonable under such circumstances by such court shall be substituted for the stated duration, scope, geographic area or other restrictions. (e) Such Shareholder recognizes and affirms that in the event of such acquisition, engages in a Competitive Business if such Person or business derived more than 15% breach of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year and Seller, within twelve (12) months after completion of such acquisition referred to in this clause (iv), winds down, liquidates or enters into a definitive agreement to cause the divesture of the Competitive Business of such Person and thereafter completes such divestiture, or (v) owning, operating, controlling, managing or engaging in any of the Retained Businessprovisions of this Section 8, as conducted as money damages would be inadequate and the Company and its affiliates would have no adequate remedy at law. Accordingly, such Shareholder agrees that the Company and its affiliates shall have the right, in addition to any other rights and remedies existing in their favor, to enforce their rights and such Shareholder's obligations under this Section 10 not only by an action or actions for damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) of the date hereofprovisions of Section 8 (including, without limitation, the extension of the Non-Competition Period by a period equal to (i) the length of the violation of this Section 8 plus (ii) the length of any court proceedings necessary to stop such violation). In the event of a transaction that results in an unaffiliated third party (breach or its equityholders) acquiring a majority violation by such Shareholder of any of the equity provisions of Seller (whether by merger, stock sale or otherwise), such unaffiliated third party and its Affiliates (other than Seller and its subsidiaries) shall not be subject to the restrictions set forth in this Section 7.07 following 8 the completion running of the Non-Competition Period (but not of such saleShareholder's obligations under this Section 8) shall be tolled with respect to such Shareholder during the continuance of any actual breach or violation.

Non-Competition. (a) During Except with the Restricted prior written consent of Buyer, for a period of four years following the Closing Date (the “Restriction Period”), Seller shall not, and shall cause its subsidiaries current and future controlled Affiliates and the other members of the Seller Group (Seller together with its current and future controlled Affiliates and the other members of the Seller Group, the “Restricted Entities”) not to, directly or indirectly, (a) own, operate, control, manage, invest in (other than indirect, passive investments constituting ownership of not more than 10% of any Person (together with its Affiliates) that operates a Competing Business), or engage finance a business that competes with the Business (as such Business is conducted or planned to be conducted prior to the date of this Agreement or the Closing Date) or (b) design, develop, research, make or sell Competing Products, in any Competitive each case, anywhere in the world (such business, as so conducted, a “Competing Business”). (b) Notwithstanding the foregoing, nothing in this Section 7.07(a) shall prevent Seller or its subsidiaries from 5.10 will prohibit any Restricted Entity from: (i) providing purchasing or otherwise acquiring, by merger, purchase of assets, stock or equity interests or otherwise, and continuing to operate any services Person or business the acquisition of which would otherwise cause non-compliance with Section 5.10(a) so long as not more than the lesser of (A) $100,000,000 or (B) 15% of the revenues of such Person or business for the four fiscal quarters preceding the date of execution of a definitive agreement with respect thereto, in either case is derived from the Competing Business (a “De Minimis Business” and such acquisition, an “Acquisition”); provided, a Restricted Entity may purchase or otherwise acquire, by merger, purchase of assets, stock or equity interests or otherwise, and continue to Purchaser operate any Person or its Affiliates business that is not a De Minimis Business so long as the Restricted Entity divests, within 12 months after the closing of the Acquisition (including regardless of whether such 12-month period ends during or after the Company Group) as contemplated by Restriction Period), or effects a Wind-Down of such portion of any such Person or business that is a Competing Business (regardless of whether such Wind-Down would be completed during or after the Transition Services Agreement, Restriction Period); (ii) owning, directly acquiring or indirectly, as a passive investment, securities owning any class of security of any Person who regardless of whether such Person engages in a Competitive Competing Business if neither Seller nor any provided that ownership of its subsidiariessuch securities (directly, individually indirectly or in the aggregate, beneficially owns 10upon conversion) is less than 5% or more of any such class of securities of such Person, ; and (iiic) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived less than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year, (iv) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived more than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year and Seller, within twelve (12) months after completion of such acquisition referred to in this clause (iv), winds down, liquidates or enters into a definitive agreement to cause the divesture of the Competitive Business of such Person and thereafter completes such divestiture, or (v) owning, operating, controlling, managing or engaging in any of the Retained Business, as conducted as of the date hereof. In the event of a transaction that results in an unaffiliated third party (or its equityholders) acquiring a majority of the equity of Seller (whether by merger, stock sale or otherwise), such unaffiliated third party and its Affiliates (other than Seller and its subsidiaries) shall not be subject to the The restrictions set forth in this Section 7.07 following the completion 5.10 shall not apply to any third Person (a “Competing Acquiror”) or any of such Competing Acquiror’s current or future Affiliates that acquires, via a merger or business combination, the equity of any member of the Seller Group, or otherwise acquires the equity of a member of the Seller Group (a “Competing Acquisition”). Notwithstanding the foregoing provisions of this Section 5.10(c), after such acquisition by the Competing Acquiror, the restrictions set forth in Section 5.10(a) shall continue to apply to any and all Restricted Entities. (d) None of the following shall be a violation of this Section 5.10: (x) the sale, distribution, license, fulfillment or other disposition, or any research, development, design, manufacture, procurement, provision, use, testing, marketing, configuration, qualification, installation, integration, support, or other commercialization and use (the foregoing collectively, “Exploitation”), by any member of the Seller Group of products, technology, service or support that are not in the Competing Business (collectively “Non-Competing Products”) to Person(s) who are engaged in a Competing Business, including the Exploitation of Non-Competing Products for use or integration with products or technology that are in Competing Businesses, or (y) the prosecution of any Intellectual Property Right not included in the Transferred Assets. (e) Buyer and Seller intend that this covenant shall be deemed a series of separate covenants, one for each and every county of each and every state of the United States and each and every political subdivision of each and every country outside the United States where this provision is intended to be effective. Each Seller Party acknowledges that the provisions of this Section 5.10 are reasonable in terms of duration, scope and geographic area and are necessary to protect the goodwill of the Business and the substantial investment in the Business made by Buyer hereunder. Each Seller Party further acknowledges and agrees that the provisions of this Section 5.10 are being entered into by it in connection with the sale by the Seller Parties of the Acquired Assets and the goodwill of the Business pursuant to this Agreement.

Non-Competition. (a) During The term of Non-Competition (herein so called) shall be for a term beginning on the Restricted date hereof and continuing until (i) if this Agreement is terminated during the Employment Period by either the Company or the Executive for any reason, the first anniversary of the Date of Termination or (ii) if the Employment Period expires by reason of a Non-Renewal Notice, the last day of the Employment Period, Seller . If this Agreement is terminated by the Executive for Good Reason prior to the beginning of the Employment Period the Executive shall not, and shall cause its subsidiaries not to, directly or indirectly, own, operate, control, manage, or engage in any Competitive Businessbe bound by the provisions of this Section 9. (b) During the term of Non-Competition, the Executive will not (other than for the benefit of the Company pursuant to this Agreement) directly or indirectly, individually or as an officer, director, employee, shareholder, consultant, contractor, partner, joint venturer, agent, equity owner or in any capacity whatsoever, (i) engage in any radio broadcasting business that transmits a primary or city-grade signal within a Metro Survey Area (as currently defined by The Arbitron Company in its Radio Markets Reports) in which a station directly operated by the Company transmits a primary or city-grade signal (1), with respect to the term of Non-Competition that is during the Executive's employment, during such term of employment, and (2), with respect to the term of Non-Competition that is after the term of the Executive's employment, on the Date of Termination (all such areas being collectively called the "Geographic Area") (a "Competing Business"), (ii) hire, attempt to hire, or contact or solicit with respect to hiring any employee of the Company, or (iii) divert or take away any customers or suppliers of the Company in the Geographic Area. Notwithstanding the foregoing, nothing in Section 7.07(a) shall prevent Seller or its subsidiaries from (i) providing any services to Purchaser or its Affiliates (including the Company Groupagrees that none of the following shall constitute a violation by Executive of this Section 6; (A) as contemplated ownership by the Transition Services Agreement, (ii) owning, directly or indirectly, as a passive investment, Executive of less than five percent of the outstanding voting securities of any Person who engages publicly traded company that is a Competing Business so long as the Executive does not otherwise participate in such competing business in any way prohibited by the preceding sentence, (B) Executive serving in the capacity of director of SFX Entertainment, Inc., or (C) ownership of less than a Competitive Business if neither Seller nor 5% voting or equity interest in Resource Media, Phoenix. As used in this Section 9(b) (and in Section 6), "Company" shall include the Company and any of its subsidiaries, individually or in the aggregate, beneficially owns 10% or more of any class of securities of such Person, (iii) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived less than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year, (iv) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived more than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year and Seller, within twelve (12) months after completion of such acquisition referred to in this clause (iv), winds down, liquidates or enters into a definitive agreement to cause the divesture of the Competitive Business of such Person and thereafter completes such divestiture, or (v) owning, operating, controlling, managing or engaging in any of the Retained Business, as conducted as of the date hereof. In the event of a transaction that results in an unaffiliated third party (or its equityholders) acquiring a majority of the equity of Seller (whether by merger, stock sale or otherwise), such unaffiliated third party and its Affiliates (other than Seller and its subsidiaries) shall not be subject to the restrictions set forth in this Section 7.07 following the completion of such sale.

Non-Competition. (a) During As an officer and director of the Restricted PeriodCompany, the Seller shall has acquired knowledge of Confidential Information (as defined below), trade secrets and know-how of the Company. The Seller acknowledges that the Confidential Information (as defined below), trade secrets and know-how to which he has had access would play a significant role were he to directly or indirectly be engaged in any business in Competition (as defined below) with the Company and/or any of its present or future subsidiaries, or successors or assigns permitted hereunder (a "Covered Party). For three (3) years following the Closing Date, the Seller agrees that, without the prior written consent of the Company, he will not, and shall cause its subsidiaries not to, directly or indirectly, owneither as principal, operatemanager, controlagent, manageconsultant, officer, stockholder, director, consultant, partner, investor, lender or engage employee or in any Competitive Businessother capacity, carry on, be engaged in or have any financial interest in (other than a passive ownership or investment position of less than five percent (5%) in any company whose shares are publicly traded), any business, which is in Competition (as hereinafter defined) with a Covered Party. (b) Notwithstanding the foregoingFor purposes of this Section 3, nothing a business shall be deemed to be in Section 7.07(a) shall prevent Seller or its subsidiaries from "Competition" with a Covered Party if (i) providing it is engaged in any services to Purchaser or its Affiliates (including business carried on by the Company Groupor any of its current subsidiaries (or in any business in which the Company or any of its current subsidiaries has taken concrete steps towards engaging) as contemplated by of the Transition Services Agreementdate hereof (the "Business"), (ii) owningprovides goods or services to Customers of a Covered Party or prospective customers to which a Covered Party has made a bid to sell goods or services, directly or indirectly, as a passive investment, securities of any Person who engages in a Competitive Business if neither Seller nor any of its subsidiaries, individually or in the aggregate, beneficially owns 10% or more of any class of securities of such Person, and (iii) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived less than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year, (iv) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived more than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year and Seller, within twelve (12) months after completion of such acquisition referred to in this clause (iv), winds down, liquidates or enters into a definitive agreement to cause the divesture of the Competitive Business of such Person and thereafter completes such divestiture, or (v) owning, operating, controlling, managing or engaging operates in any location in which the business of the Retained Business, as any Covered Party is then being conducted as of the date hereof. In the event of a transaction that results in an unaffiliated third party (or its equityholders) acquiring a majority of the equity of Seller (whether by merger, stock sale products or otherwise), such unaffiliated third party and its Affiliates (other than Seller and its subsidiaries) shall not be subject to the restrictions set forth in this Section 7.07 following the completion of such saleservices are being sold.

Non-Competition. (a) During For a period four years after the Closing (the "Restricted Period"), Seller no Stockholder (other than Advance Capital Partners, L.P. and Advance Capital Offshore Partners, L.P. (collectively, "Advance Capital"), it being expressly agreed that the provisions of this Section 4.05 shall not, and not apply to Advance Capital) shall cause its subsidiaries not toengage (other than on behalf of the Surviving Corporation or the Company or their respective subsidiaries), directly or indirectly, ownin the Tax and Accounting Software Business (as defined below) anywhere in the world or, operate, control, manage, or engage in any Competitive Business. (b) Notwithstanding without the foregoing, nothing in Section 7.07(a) shall prevent Seller or its subsidiaries from (i) providing any services to Purchaser or its Affiliates (including the Company Group) as contemplated by the Transition Services Agreement, (ii) owningprior written consent of Parent, directly or indirectly, own an interest in, manage, operate, join, control, lend money or render financial or other assistance (other than customary professional courtesies afforded to members of the business community) to or participate in or be connected with, as a passive investmentan officer, employee, partner, stockholder, consultant, advisor or other similar capacity, any person (other than the Surviving Corporation or the Company or their respective subsidiaries) that engages in the Tax and Accounting Software Business; provided, however, that, for the purposes of this Section 4.05, ownership of securities having no more than five percent of the outstanding voting power of any Person who engages in a Competitive Business if neither Seller nor competitor which are listed on any of its subsidiaries, individually national securities exchange or traded actively in the aggregatenational over-the-counter market shall not be deemed to be in violation of this Section 4.05 so long as the person owning such securities has no other connection or relationship with such competitor that would not be permitted hereby. For purposes hereof, beneficially owns 10% or more "Tax and Accounting Software Business" means (x) the business of any class of securities of such Persondeveloping, designing, publishing, marketing and distributing (i) tax compliance software and services for tax and accounting professionals within corporations, banks, government agencies and accounting firms; (ii) accounting and practice management software and services marketed primarily to accounting firms; and (iii) acquiring, other tax and accounting software products and services which are under development by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived less than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year, (iv) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived more than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year and Seller, within twelve (12) months after completion of such acquisition referred to in this clause (iv), winds down, liquidates or enters into a definitive agreement to cause the divesture of the Competitive Business of such Person and thereafter completes such divestiture, or (v) owning, operating, controlling, managing or engaging in any of the Retained Business, as conducted Company as of the date hereof. In Closing; and (y) the event of a transaction that results in an unaffiliated third party (or its equityholders) acquiring a majority business of the equity Company's Rent Roll, Inc. subsidiary as of Seller (whether by merger, stock sale or otherwise), such unaffiliated third party and its Affiliates (other than Seller and its subsidiaries) shall not be subject to the restrictions set forth in this Section 7.07 following the completion of such saleClosing.

Non-Competition. (a) During the Restricted Perioda. Except as permitted by this Section 2, for a period of [***], Seller shall not, and shall cause its subsidiaries the GEHC Controlled Subsidiaries not to, directly or indirectly, own, operate, control, manage, or engage in any Competitive Businessthe Restricted Activities in the United States, Canada, Portugal, Spain, France, Italy, Germany, the United Kingdom, Ireland, Norway, Sweden, Finland, Netherlands, Belgium, Luxembourg, Switzerland and Austria, without obtaining Buyer's prior written consent (such consent not to be unreasonably withheld, delayed or conditioned). (b) b. Notwithstanding the foregoingprovisions of, and without implicitly agreeing that the following activities would be subject to the provisions of Section 2(a), nothing in Section 7.07(a) this Agreement shall prevent preclude, prohibit or restrict Seller or any of its subsidiaries Affiliates (whether a GEHC Controlled Subsidiary or otherwise) from engaging in any manner in any (i) providing any services to Purchaser or its Affiliates (including the Company Group) as contemplated by the Transition Services AgreementExisting Business Activities, (ii) owning, directly De Minimis Business or indirectly, as a passive investment, securities of any Person who engages in a Competitive Business if neither Seller nor any of its subsidiaries, individually or in the aggregate, beneficially owns 10% or more of any class of securities of such Person, (iii) acquiringbusiness activity that would otherwise violate Section 2(a) that is acquired from any Person (an “After-Acquired Business”) or is carried on by any Person that is acquired by a GEHC Controlled Subsidiary, by mergerin each case after the Closing Date (an “After-Acquired Company”); provided, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived less than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year, (iv) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived more than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year and Seller, within twelve (12) months after completion of such acquisition referred that with respect to in this clause (iviii), winds downso long as (A) [***] after the purchase or other acquisition of the After-Acquired Business or the After-Acquired Company, liquidates or enters into the applicable GEHC Controlled Subsidiary signs a definitive agreement to cause divest, and subsequently divests the divesture relevant portion of the Competitive business or securities of the After-Acquired Business of such Person and thereafter completes such divestitureor the After-Acquired Company, or (vB) owningat the expiration of such [***], operating, controlling, managing or engaging in any the business of the Retained BusinessAfter-Acquired Business or the After-Acquired Company complies with this Section 2(b) (without reference to clause (iii) of this Section 2(b)). c. This Section 2 shall cease to be applicable to any Person at such time as it is no longer a GEHC Controlled Subsidiary, as conducted as of the date hereof. In the event of a transaction that results in an unaffiliated third party (or its equityholders) acquiring a majority of the equity of Seller (whether by merger, stock sale or otherwise), such unaffiliated third party and its Affiliates (other than Seller and its subsidiaries) shall not be subject apply to the restrictions set forth in this Section 7.07 following the completion of any Person that purchases assets, operations or a business from a GEHC Controlled Subsidiary, if such salePerson is not a GEHC Controlled Subsidiary after such transaction is consummated.

Non-Competition. The Employee agrees that, except as otherwise provided herein, during the Employment and for (ax) During a period of two (2) years after any Termination Date applicable to any termination of the Restricted Period, Seller shall notEmployment under Section 5(A)(ii) or Section 5(B)(i)(b), and shall cause its subsidiaries (y) a period of one (1) year after any Termination Date applicable to any termination of the Employment under Section 5(A)(iii), Employee will not to, directly or indirectly, ownwhether or not for compensation and whether or not as an employee, operate, control, manage, be engaged in or engage have any impermissible financial interest in any Competitive Business. business that is in fact competing with the Company (b) Notwithstanding a "competing business"). For purposes of this Agreement, the foregoingEmployee shall be deemed to be engaged in a competing business if the business is a pan-regional, nothing community based, consumer oriented, internet service focused on Latin America, and Employee is an employee, officer, director, partner or consultant of such competing business or has an impermissible financial interest therein. For purposes of this Agreement, the Employee shall only be deemed to have an impermissible financial interest in Section 7.07(a) a competing business if Employee is a partner or shareholder therein, except as provided hereafter. Employee shall prevent Seller or its subsidiaries from be deemed to have an impermissible financial interest in any competing Publicly Traded business if Employee (i) providing any services to Purchaser during the Employment, beneficially or its Affiliates directly owns more than one percent (including the Company Group) as contemplated by the Transition Services Agreement1%), and (ii) owningfollowing any Termination Date, directly owns more than three percent (3%) or indirectly, as a passive investment, securities of any Person who engages in a Competitive Business if neither Seller nor any of its subsidiaries, individually or in the aggregate, beneficially owns 10% or more than five percent (5%), in each case of any class of securities of such PersonPublicly Traded company, (iii) acquiringwhether or not Employee is an officer, by mergerdirector, consolidationpartner, stock employee or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived less than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year, (iv) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived more than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year and Seller, within twelve (12) months after completion of such acquisition referred to in this clause (iv), winds down, liquidates or enters into a definitive agreement to cause the divesture of the Competitive Business of such Person and thereafter completes such divestiture, or (v) owning, operating, controlling, managing or engaging in any of the Retained Business, as conducted as of the date hereof. In the event of a transaction that results in an unaffiliated third party (or its equityholders) acquiring a majority of the equity of Seller (whether by merger, stock sale or otherwise), such unaffiliated third party and its Affiliates (other than Seller and its subsidiaries) shall not be subject to the restrictions set forth in this Section 7.07 following the completion of such saleconsultant thereto.

Non-Competition. (a) During the period beginning on the Closing Date and ending on the date that is three years and six months after the Closing Date (the “Restricted Period”), Seller shall not, and shall cause its subsidiaries Affiliates (together with Seller, the “Restricted Entities”) not to, directly or indirectly, own, operate, control, manage, issue or engage sell in any Competitive state or jurisdiction within the United States, any products or services of a type that comprises part of the Business as of the date hereof and that was underwritten, issued, sold, renewed or serviced as part of the Business during the two years prior to the date hereof (the “Competing Businesses”); provided, however, that this Section 5.13 shall not prohibit or in any way prevent or restrict: (a) any Restricted Entity from operating any business other than the Business (including the business described in the proviso included in the definition of “Business.”) or from operating the Business from and after the time at which the Business or any portion thereof is recaptured under any coinsurance agreement; (b) Notwithstanding the foregoing, nothing in Section 7.07(a) shall prevent Seller or its subsidiaries any Restricted Entity from providing (i) providing any services to Purchaser provider network access or its Affiliates (including the Company Group) as contemplated by the Transition Services Agreement, network management services; (ii) owningmedical management, case management, or cost containment services; or (iii) administrative services for short-term disability plans that are provided in conjunction with a self-funded plan sponsor’s medical benefits coverage or plan that is administered or serviced by a Restricted Entity. (c) any Restricted Entity from performing any act or conducting any business expressly required by this Agreement or any other Transaction Agreement; (d) any Restricted Entity from entering into a reinsurance agreement or similar arrangement primarily reinsuring the Competing Business of a ceding company that is not a Restricted Entity, so long as none of the Restricted Entities engages in the issuing, underwriting, selling, distributing, marketing, delivering, cancelling or administering of such underlying reinsured business; (e) any Restricted Entity from (A) making any investment or providing advisory services (or activities related thereto) in a fiduciary or agency capacity and carried out on behalf of clients or other third party beneficiaries in the ordinary course of business, or (B) making passive investments for general insurance accounts or investment management, proprietary investing or trading activities in the ordinary course of its businesses; provided that in no event shall the aggregate ownership interest held by Restricted Entities in any Person engaged in a Competing Business, whether directly or indirectly, as a passive investment, securities equal or exceed 20% of any Person who engages in a Competitive Business if neither Seller nor any of its subsidiaries, individually the aggregate voting power or in the aggregate, beneficially owns 10% or more of any class of issued and outstanding equity securities of such Person, subject to Sections 5.13(f) and (iiig) acquiringbelow; (f) the ownership of, by any affiliation with, or the conduct of any other activity with respect to, a Person that conducts, either directly or indirectly, a Competing Business (any such person, together with all of its Affiliates, a “Competing Person”) that is the result of (A) the merger, consolidation, stock share exchange, sale or asset acquisitionpurchase of assets, scheme of arrangement or otherwise, and owning, after such acquisition, a similar business combination involving any Restricted Entity with any Competing Person or business that(B) the acquisition of 20% or more of the voting power or outstanding equity interests in any Competing Person by any Restricted Entity, if, in the case of either (A) or (B), at least 66 2/3% of the time total consolidated revenues of such acquisitionCompeting Person in the calendar year prior to such ownership or affiliation was derived from activities that do not constitute Competing Business; provided, engages however, that such Restricted Entity may proceed with such acquisition of a Competing Person that derived in a Competitive Business if such Person or business derived less than 15excess of 33 1/3% of its total consolidated annual revenues from a Competitive Business in its most recently completed recent fiscal yearyear from activities that constitute Competing Business only if such Restricted Entity divests, (iv) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such within 24 months of its acquisition, a Person or business that, at the time sufficient portion of such acquisition, engages in a Competitive Competing Person such that the total consolidated revenues from activities that constitute Competing Business if that remain with any such Competing Person or business derived more after such divestment over the last four full fiscal quarters prior to such acquisition are not greater than 1533 1/3% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year and Seller, within twelve for such period; or (12g) months after completion of such acquisition referred subject to in this the foregoing clause (ivf), winds down, liquidates any Restricted Entity from foreclosing on collateral of or enters into a definitive agreement to cause the divesture acquiring any of the Competitive Business of such Person and thereafter completes such divestitureoutstanding capital stock or other interests in any person that has outstanding indebtedness to any Restricted Entity, or (v) owning, operating, controlling, managing or engaging in any activities otherwise prohibited by this Section 5.13 in connection with any such Person as a result of the Retained Business, as conducted as of the date hereof. In the event of a transaction that results in an unaffiliated third party (or its equityholders) acquiring a majority of the equity of Seller (whether by merger, stock sale or otherwise), such unaffiliated third party and its Affiliates (other than Seller and its subsidiaries) shall not be subject to the restrictions set forth in this Section 7.07 following the completion acquisition of such salecapital stock or other interests in connection with a debt previously contracted.

Non-Competition. (a) During the Non-Compete Period and in the Restricted PeriodRegion, neither Seller shall notnor any of its Affiliates controlled by, and shall cause its subsidiaries not toor forming a part of, directly or indirectly, ownGE Aviation will (i) manage, operate, control, manageengage in, or engage own directly or indirectly any Equity Interests in any Competitive Person engaged in (A) the Business or (B) the business of designing, developing, operating, manufacturing, marketing, servicing and selling thrust reverser actuation systems (a “TRAS Business”), or (ii) actively assist any other party to compete with Buyer in the Business or in a TRAS Business. (b) For the purpose of this Section 5.13, “Buyer” will include its subsidiaries, divisions and Affiliates as they may exist from time to time, and its successors and assigns, including any Person succeeding to title to the goodwill of the Business or the Purchased Assets from Buyer. (c) Notwithstanding the foregoingforegoing provisions of Section 5.13(a), and without implicitly agreeing that the following activities would be subject to the provisions of Section 5.13(a), nothing in Section 7.07(a) this Agreement shall prevent preclude, prohibit or restrict Seller or its subsidiaries any other Person that is a part of GE Aviation from engaging in any manner in any (i) providing any services to Purchaser or its Affiliates (including the Company Group) as contemplated by the Transition Financial Services AgreementBusiness, (ii) owning, directly or indirectly, as a passive investment, securities of any Person who engages in a Competitive Existing Business if neither Seller nor any of its subsidiaries, individually or in the aggregate, beneficially owns 10% or more of any class of securities of such PersonActivities, (iii) acquiring, by merger, consolidation, stock De Minimis Business or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived less than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year, (iv) acquiring, business activity that would otherwise violate Section 5.13(a) that is acquired from any Person (an “After-Acquired Business”) or is carried on by merger, consolidation, stock any Person that is acquired by or asset acquisition, combined with Seller or otherwise, and owning, any of their Affiliates in each case after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived more than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year and Seller, within twelve Closing (12) months after completion of such acquisition referred an “After-Acquired Company”); provided that with respect to in this clause (iv), winds downso long as within eighteen (18) months after the consummation of the purchase or other acquisition of the After-Acquired Business or the After-Acquired Company, liquidates Seller or enters into such other Person, as applicable, signs a definitive agreement to cause dispose of, and subsequently disposes of, the divesture relevant portion of the Competitive business or securities of the After-Acquired Business or the After-Acquired Company or at the expiration of such Person and thereafter completes such divestiture, or eighteen (v18) owning, operating, controlling, managing or engaging in any month period the business of the Retained BusinessAfter-Acquired Business or the After-Acquired Company complies with this Section 5.13; provided however, as conducted as that no such disposition shall be required to the extent the revenue from the competing portion of the date hereof. In the event of a transaction that results in an unaffiliated third party (or its equityholders) acquiring a majority business of the equity After-Acquired Business or After-Acquired Company is less than both (a) $15,000,000 and (b) 15% of Seller the aggregate revenue of such After-Acquired Business or After-Acquired Company for the fiscal year immediately preceding the measurement date. (whether by merger, stock sale or otherwise), such unaffiliated third party and its Affiliates (other than Seller and its subsidiariesd) shall not be subject to If at any time the restrictions set forth in provisions of this Section 7.07 following 5.13 will be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 5.13 will be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as will be determined to be reasonable and enforceable by the completion of such salecourt or other body having jurisdiction over the matter; and this Section 5.13 as so amended will be valid and binding as though any invalid or unenforceable provision had not been included herein.

Non-Competition. (a) During A. Subject to Article 2. B. below, Employee, during Employee’s period of employment with ARAMARK, and for a period of two years following the Restricted Periodvoluntary or involuntary termination of employment, Seller shall not, and without ARAMARK’s written permission, which shall cause its subsidiaries not tobe granted or denied in ARAMARK’s sole discretion, directly or indirectly, ownassociate with (including, operatebut not limited to, control, manage, or engage in any Competitive Business. (b) Notwithstanding the foregoing, nothing in Section 7.07(a) shall prevent Seller or its subsidiaries from (i) providing any services to Purchaser or its Affiliates (including the Company Group) as contemplated by the Transition Services Agreement, (ii) owning, directly or indirectly, association as a passive investmentsole proprietor, securities of any Person who engages in a Competitive Business if neither Seller nor any of its subsidiariesowner, individually or in the aggregateemployer, beneficially owns 10% or more of any class of securities of such Personpartner, (iii) acquiringprincipal, by mergerinvestor, consolidationjoint venturer, stock or asset acquisitionshareholder, or otherwiseassociate, and owningemployee, after such acquisitionmember, a Person or business thatconsultant, at the time of such acquisition, engages in a Competitive Business if such Person or business derived less than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year, (iv) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived more than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year and Seller, within twelve (12) months after completion of such acquisition referred to in this clause (iv), winds down, liquidates or enters into a definitive agreement to cause the divesture of the Competitive Business of such Person and thereafter completes such divestiture, or (v) owning, operating, controlling, managing or engaging in any of the Retained Business, as conducted as of the date hereof. In the event of a transaction that results in an unaffiliated third party (or its equityholders) acquiring a majority of the equity of Seller (whether by merger, stock sale contractor or otherwise), such unaffiliated third party and its Affiliates or acquire or maintain ownership interest in, any Business which is competitive with that conducted by or developed for later implementation by ARAMARK at any time during the term of Employee’s employment, provided, however, if Employee’s employment is (i) involuntarily terminated by ARAMARK for any reason other than Seller and its subsidiariesCause (as defined herein), or (ii) terminated by Employee for Good Reason (as defined in Exhibit A) at any time either (x) prior to January 26, 2010 or (y) thereafter, following a Change of Control (as defined in Exhibit A) occurring after the date of this Agreement, then the term of the non-competition provision set forth herein will be modified to be one year following such termination of employment. For purposes of this Agreement, “Business” shall not be subject defined as a person, corporation, firm, LLC, partnership, joint venture or other entity. Nothing in the foregoing shall prevent Employee from investing in a Business that is or becomes publicly traded, if Employee’s ownership is as a passive investor of less than 1% of the outstanding publicly traded stock of the Business. B. The provision set forth in Article 2.A above, shall apply to the full extent permitted by law (i) in all fifty states, and (ii) each foreign country, possession or territory in which ARAMARK may be engaged in, or have plans to engage in, business (x) during Employee’s period of employment, or (y) in the case of a termination of employment, as of the effective date of such termination or at any time during the twenty-four month period prior thereto. C. Employee acknowledges that these restrictions are reasonable and necessary to protect the business interests of ARAMARK, and that enforcement of the provisions set forth in this Section 7.07 Article 2 will not unnecessarily or unreasonably impair Employee’s ability to obtain other employment following the completion termination (voluntary or involuntary) of such saleEmployee’s employment with ARAMARK. Further, Employee acknowledges that the provisions set forth in this Article 2 shall apply if Employee’s employment is involuntarily terminated by ARAMARK for Cause; as a result of the elimination of employee’s position; for performance-related issues; or for any other reason or no reason at all.

Non-Competition. (a) During Employee hereby covenants and agrees that during the Restricted Periodperiod of time that the Employee collects the Severance Package provided in Section 3 above, Seller Employee shall not, and shall cause its subsidiaries not to, (i) directly or indirectlyindirectly (whether through a partnership of which the Employee is a partner or through any other individual or entity in which Employee has any interest, ownlegal or equitable, operate, control, manage, or engage in any Competitive Businessbusiness competitive with the business of the Surviving Entity, (ii) directly or indirectly (whether through a partnership of which Employee is a partner or through any other individual or entity in which Employee has any interest, legal or equitable), solicit or otherwise engage with any customers or clients of the Surviving Entity, in any transactions which are competitors with the software business of the Surviving Entity which the Surviving Entity did engage in with those customers or clients, or (iii) directly or indirectly (whether through an partnership of which Employee is a partner or through any other individual or entity in which Employee has an interest, legal or equitable, assist any person in the development, programming, servicing, maintenance, manufacture, sale, licensing, distribution or marketing (including, without limitation, giving away software) of software and related products in competition with the Surviving Entity's products, in each case in the United States of America or any country where the Surviving Entity, or its subsidiaries or affiliates are doing business with respect to the Surviving Entity's products and services, in each case excluding passive investment interests of less than two percent (2%) in corporations whose stock is registered under the Securities Exchange Act of 1934, as amended. (b) Notwithstanding Employee understands that a breach by him of this Section 4 may cause substantial injury to the foregoingSurviving Entity, nothing which may be irreparable and/or in amounts difficult or impossible to ascertain, and that in the event Employee breaches this Section 7.07(a) 4, the Surviving Entity shall prevent Seller or its subsidiaries from (i) providing any services have, in addition to Purchaser or its Affiliates (including all other remedies available in the Company Group) as contemplated by the Transition Services event of a breach of this Agreement, (ii) owningthe right to injunctive or other equitable relief. Further, directly or indirectlyEmployee acknowledges and agrees that the restrictions and commitments set forth in this Agreement are necessary to protect the Surviving Entity's legitimate interests and are reasonable in scope, as a passive investment, securities of any Person who engages in a Competitive Business if neither Seller nor any of its subsidiaries, individually or in the aggregate, beneficially owns 10% or more of any class of securities of such Person, (iii) acquiring, by merger, consolidation, stock or asset acquisition, or otherwisearea and time, and owningthat if, after such acquisition, a Person or business thatdespite this acknowledgement and agreement, at the time of the enforcement of any provision of this Agreement a court of competent jurisdiction shall hold that the period or scope of such acquisitionprovision is unreasonable under the circumstances then existing, engages the maximum reasonable period or scope under such circumstances shall be substituted for the period or scope stated in a Competitive Business if such Person or business derived less than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal yearprovision. (c) Should Employee breach this Section 4, (iv) acquiring, by merger, consolidation, stock or asset acquisition, or otherwiseall severance payments shall cease immediately, and owning, after such acquisition, a Person the Surviving Entity shall be entitled to pursue all other available legal or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived more than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year and Seller, within twelve (12) months after completion of such acquisition referred to in this clause (iv), winds down, liquidates or enters into a definitive agreement to cause the divesture of the Competitive Business of such Person and thereafter completes such divestiture, or (v) owning, operating, controlling, managing or engaging in any of the Retained Business, as conducted as of the date hereof. In the event of a transaction that results in an unaffiliated third party (or its equityholders) acquiring a majority of the equity of Seller (whether by merger, stock sale or otherwise), such unaffiliated third party and its Affiliates (other than Seller and its subsidiaries) shall not be subject to the restrictions set forth in this Section 7.07 following the completion of such saleequitable remedies.

Non-Competition. (a) During In consideration of the Restricted Purchase Price to be received under this Agreement, for a period of five (5) years from the Closing Date (the “Restrictive Covenant Period”), except as permitted by this Section 5.14, no Seller shall not, and shall cause its subsidiaries not tonor any of the Affiliates of any Seller shall, directly or indirectly, engage, in whole or in part, in the Covered Business, or invest in, own, operate, control, manage, operate or engage control any Covered Business, anywhere in the United States and/or any Competitive Businessother country in which Altair U.S. or any Seller or their respective Affiliates conducted the Business or into which the Business sold products or services as of the Closing Date. (b) Each Seller acknowledges that all of the foregoing provisions, including the restrictions on time and geographical scope set forth in Section 5.14(a) above, are reasonable and necessary to protect Buyer and its Affiliates from unfair competition, solicitation, and disclosure of Business/CLC Confidential Information. (c) Notwithstanding the foregoingprovisions of Section 5.14(a) and without implicitly agreeing that the following activities would be subject to the provisions of Section 5.14(a), nothing in Section 7.07(a) this Agreement shall prevent preclude, prohibit or restrict any Seller or any of its subsidiaries Affiliates from engaging in any (i) providing any services to Purchaser or its Affiliates (including the Company Group) as contemplated by the Transition Financial Services AgreementBusiness, (ii) owning, directly or indirectly, as a passive investment, securities of any Person who engages in a Competitive Existing Business if neither Seller nor any of its subsidiaries, individually or in the aggregate, beneficially owns 10% or more of any class of securities of such PersonActivities, (iii) acquiring, by merger, consolidation, stock De Minimis Business or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived less than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year, (iv) acquiringbusiness activity that would otherwise violate Section 5.14(a) that is acquired from any Person (an “After-Acquired Business”) or is carried on by any Person that is acquired by or combined with any Seller or any of its Affiliates, by mergerin each case after the Closing Date (an “After-Acquired Company”); provided, consolidation, stock that a Seller or asset acquisition, any of its Affiliates may purchase and acquire an After-Acquired Business or otherwiseAfter-Acquired Company if the primary purpose in making such acquisition is not to exploit for profit such Covered Business, and owningprovided, after such acquisitionfurther, a Person or business thatthat with respect to clause (iv) above, at the time of such acquisitionso long as, engages in a Competitive Business if such Person or business derived more than (A) within fifteen (15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year and Seller, within twelve (12) months after completion the consummation of the purchase or other acquisition of the After-Acquired Business or the After-Acquired Company, the Seller or such acquisition referred to in this clause (iv), winds down, liquidates or enters into Affiliate signs a definitive agreement to cause the divesture dispose of the Competitive After-Acquired Business or the relevant portion of the business or securities of the After-Acquired Business or the After-Acquired Company that gives rise to the violation of Section 5.14(a) and within eighteen (18) months after the consummation of the purchase or acquisition of the After-Acquired Business or the After-Acquired Company, the Seller or such Person and thereafter completes such divestitureAffiliate disposes of the After-Acquired Business or the relevant portion of the business or securities of the After-Acquired Business or the After-Acquired Company that gives rise to the violation of Section 5.14(a), or (vB) owning, operating, controlling, managing or engaging in any at the expiration of the Retained Businesseighteen (18) month period, as conducted as the business of the date hereof. In After-Acquired Business or the event After-Acquired Company complies with Section 5.14(a). (d) This Section 5.14 shall cease to be applicable with respect to the actions of a transaction that results in any Seller Party or Affiliate thereof at such time it is no longer an unaffiliated third party (or its equityholders) acquiring a majority Affiliate of the equity of Seller (whether by merger, stock sale or otherwise), such unaffiliated third party GE and its Affiliates (other than Seller and its subsidiaries) shall not be subject apply with respect to the restrictions set forth in this Section 7.07 following the completion actions of any Person that purchases assets, operations or a business from GE or one of its Subsidiaries, if such saleacquiring Person is not an Affiliate of GE after such transaction is consummated.

Non-Competition. (a1) During the Restricted Periodterm hereof, Seller shall without approval by the Board, the Employee will not, and shall cause its subsidiaries not to, directly or indirectly, own, operate, control, manage, or engage in any Competitive Business. (b) Notwithstanding the foregoing, nothing in Section 7.07(a) shall prevent Seller or its subsidiaries from (i) providing any services to Purchaser engage or its Affiliates (including the Company Group) as contemplated by the Transition Services Agreement, (ii) owningbecome interested, directly or indirectly, as a passive investmentowner, securities employee, director, partner, consultant, through stock ownership (except ownership of any Person who engages in a Competitive Business if neither Seller nor any of its subsidiaries, individually or in the aggregate, beneficially owns 10% or not more than one percent (1%) of any class of securities of such Persona corporation which is publicly traded), (iii) acquiringinvestment of capital, by mergerlending of money or property, consolidation, stock or asset acquisitionrendering of services, or otherwise, either alone or in association with others, in any business which competes directly or indirectly with the business of the Employer, (ii) induce or attempt to induce any customer of the Employer to reduce such customer's business with the Employer, or (iii) solicit any of the Employer's employees to leave the employ of the Employer or employ any of such Employees, except for the Employee's administrative assistant. (2) For a period of one (1) year after any termination of employment, the Employee will not, directly or indirectly, (i) engage or become interested, directly or indirectly, as owner, employee, director, partner, consultant, through stock ownership (except ownership of not more than five percent (5%) of any class of securities of a corporation which is publicly traded), investment of capital, lending of money or property, rendering of services, or otherwise, either alone or in association with others, in any healthcare real estate investment trust financing business which competes directly and owningmaterially with the business of the Employer or (ii) solicit any of the Employer's employees to leave the employ of the Employer or employ any of such employees, after such acquisition, a Person or except for the Employee's administrative assistant. The Employee recognizes and acknowledges that his obligations under this Section 5.1(b) are limited to the geographic areas in which the Employer is doing business that, at the time of such acquisitionthe expiration or termination of this Agreement. (3) As used in Sections 5.1, engages in a Competitive Business if such Person or business derived less than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year5.2, (iv) acquiring7.2 and 7.3, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived more than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year and Seller, within twelve (12) months after completion of such acquisition referred to in this clause (iv), winds down, liquidates or enters into a definitive agreement to cause the divesture of the Competitive Business of such Person and thereafter completes such divestiture, or (v) owning, operating, controlling, managing or engaging in any of the Retained Business, as conducted as of the date hereof. In the event of a transaction that results in an unaffiliated third party (term "Employer" shall mean Meditrust Corporation or its equityholders) acquiring a majority of subsidiaries and affiliates. The restrictions on the equity of Seller (whether by merger, stock sale or otherwise), such unaffiliated third party and its Affiliates (other than Seller and its subsidiaries) shall not be subject to the restrictions Employee set forth in this Section 7.07 following 5.1 shall not apply in the completion case of such salea Termination Upon a Change in Control.

Non-Competition. By and in consideration of the Company's entering into this Agreement and providing the compensation and benefits to be provided by the Company to the Executive, and further in consideration of the Executive's continued exposure to the confidential and proprietary information of the Company (a) During including, without limitation, the Restricted PeriodTrade Secrets), Seller shall the Executive agrees that the Executive will not, during the Term and shall cause its subsidiaries not tofor two (2) years thereafter, directly or indirectly, own, operate, control, manage, or engage in any "Competitive Business. Activity" (b) Notwithstanding the foregoing, nothing in Section 7.07(a) shall prevent Seller or its subsidiaries from (i) providing any services to Purchaser or its Affiliates (including the Company Group) as contemplated by the Transition Services defined below). For purposes of this Agreement, the term "COMPETITIVE ACTIVITY" shall mean engaging in any of the following activities: (iiA) owning, serving as a director of any "Competitor" (as defined below); (B) directly or indirectly, as a passive investment, securities of any Person who engages in a Competitive Business if neither Seller nor any of its subsidiaries, individually or in the aggregate, beneficially owns 10% indirectly through one or more of intermediaries, either (x) controlling any class of securities of such Person, Competitor or (iiiy) acquiring, by merger, consolidation, stock owning any equity or asset acquisition, debt interests in any Competitor (other than equity or otherwise, and owning, after such acquisition, a Person or business thatdebt interests which are publicly traded and, at the time of such any acquisition, engages in a Competitive Business if such Person or business derived less than 15do not exceed 5% of its total consolidated annual revenues from the particular class of interests outstanding) (it being understood that, if interests in any Competitor are owned by an investment vehicle or other entity in which the Executive owns an equity interest, a Competitive Business portion of the interests in its most recently completed fiscal yearsuch Competitor owned by such entity shall be attributed to the Executive, such portion determined by applying the percentage of the equity interest in such entity owned by the Executive to the interests in such Competitor owned by such entity); (ivC) acquiringemployment by (including, by mergerwithout limitation, consolidationserving as an officer or partner of), stock or asset acquisitionproviding consulting services to (including, without limitation, as an independent contractor), or otherwisemanaging or operating the business or affairs of, and owningany Competitor; or (D) participating in the ownership, after such acquisitionmanagement, a Person operation or business thatcontrol of or being connected in any manner with any Competitor. For purposes of this Agreement, the term "COMPETITOR" shall mean any person (other than the Company or any affiliate thereof) that competes, either directly or indirectly, at the time of such acquisitiondetermination, engages in a Competitive Business if such Person or business derived more than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year and Seller, within twelve any "Restricted Area" (12as defined below) months after completion of such acquisition referred to in this clause (iv), winds down, liquidates or enters into a definitive agreement to cause the divesture of the Competitive Business of such Person and thereafter completes such divestiture, or (v) owning, operating, controlling, managing or engaging in with any of the Retained Businessbusiness conducted by the Company or any affiliate thereof. For purposes of this Agreement, as conducted as the term "RESTRICTED AREA" shall mean any state or territory of the date hereof. In United States in which the event Company or any affiliate thereof conducts business or any state or similar subdivision of a transaction that results in an unaffiliated third party (or its equityholders) acquiring a majority of the equity of Seller (whether by merger, stock sale or otherwise), such unaffiliated third party and its Affiliates (other than Seller and its subsidiaries) shall not be subject to the restrictions set forth in this Section 7.07 following the completion of such saleany foreign country.

Non-Competition. As a material inducement to the Buyer’s consummation of the Contemplated Transactions, including, without limitation, the Buyer’s acquisition of the goodwill associated with the business of the Company, each of the Members agrees as to sub-sections (a)-(d) below. (a) During No Principal, or any entity controlled by such Principal, including the Members, will, for a period of two (2) years following the later of the date hereof or termination of such Principal’s employment with the Company (or if longer, co-terminus with any non-competition or non-solicitation provisions such Principal enters into with the Company or the Buyer) (computed by excluding from such computation any time during which such Principal is found by a court of competent jurisdiction to have been in violation of any provision of this Section 5.3(a)) (the “Restricted Period, Seller shall not, and shall cause its subsidiaries not to”), directly or indirectly, ownfor himself or on behalf of or in conjunction with any other Person, operate, control, manage(i) solicit or hire (or assist or encourage any other Person to solicit or hire), or engage otherwise interfere in any Competitive Businessmanner with any employee, advertiser or strategic partner of any of the Buyer, the Company, or any of the Buyer’s subsidiaries (each, a “Restricted Entity”), other than by general public advertisement or other such general solicitation not specifically targeted at any such Person, (ii) induce or request any customer that was a customer of any Restricted Entity, at any time beginning one year prior to the Closing Date through the end of the Restricted Period (a “Restricted Customer”), to reduce, cancel or terminate its business with such Restricted Entity or otherwise interfere in any manner in any Restricted Entity’s business relationship with any Restricted Customer, or (iii) solicit or accept business from any Restricted Customer. For the avoidance of doubt, any advertisement, listing or posting, whether in a newspaper, on the internet or via another medium, that is not directed at the individuals described in clause (i) above who may not be solicited, engaged, enticed, lured or hired pursuant to this Section 5.3(a) shall not be a violation of this Section 5.3(a). For purposes of this Section 5.3(a), a Person shall be deemed to be an employee, customer, advertiser or strategic partner of any Restricted Entity if any such relationship existed or exists at any time (A) during the one year prior to the execution of this Agreement or (B) after the Closing Date and during the operation of this provision, and any such Person shall cease to have the applicable status one year after the termination of any such relationship. (b) Notwithstanding the foregoing, nothing in Section 7.07(a) shall prevent Seller or its subsidiaries from (i) providing any services to Purchaser or its Affiliates (including the Company Group) as contemplated by the Transition Services Agreement, (ii) owning, directly or indirectly, as a passive investment, securities of any Person who engages in a Competitive Business if neither Seller nor any of its subsidiaries, individually or in the aggregate, beneficially owns 10% or more of any class of securities of such Person, (iii) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived less than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year, (iv) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived more than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year and Seller, within twelve (12) months after completion of such acquisition referred to in this clause (iv), winds down, liquidates or enters into a definitive agreement to cause the divesture of the Competitive Business of such Person and thereafter completes such divestiture, or (v) owning, operating, controlling, managing or engaging in any of the Retained Business, as conducted as of the date hereof. In the event of a transaction that results in an unaffiliated third party (or its equityholders) acquiring a majority any Principal does not comply with the foregoing non-competition covenants prior to the Stock Issuance and/or the termination of the equity of Seller (whether by mergerEarn-Out Term, stock sale or otherwise), such unaffiliated third party and its Affiliates (other than Seller and its subsidiaries) then any Buyer Common Stock not already issued shall not be subject issued by Buyer to such Principal or its respective Member and any remaining Earn-Out Payments shall be forfeited by such Principal and its respective Member, and instead each shall be allocated to the other Principals and their respective Members on a pro rata basis, and no further consideration shall be owed to such Principal or its respective Member or paid to such Principal or its respective Member by Buyer. (c) Each Member agrees that the foregoing covenants are reasonable with respect to their duration, geographic area and scope, to protect, among other things, the Buyer’s acquisition of the goodwill associated with the business of the Company. If a judicial or arbitral determination is made that any provision of this Section 5.3 constitutes an unreasonable or otherwise unenforceable restriction against such Member, then the provisions of this Section 5.3 shall be rendered void with respect to such Member only to the extent such judicial or arbitral determination finds such provisions to be unenforceable. In that regard, any judicial or arbitral authority construing this Section 5.3 shall be empowered to sever any prohibited business activity, time period or geographical area from the coverage of any such agreements and to apply the remaining provisions of this Section 5.3 to the remaining business activities, time periods and/or geographical areas not so severed. Moreover, in the event that any provision, or the application thereof, of this Section 5.3 is determined not to be specifically enforceable, the Buyer may be entitled to recover monetary damages as a result of the breach of such agreement. (d) Each Member and each Principal acknowledges that it or he has carefully read and considered the provisions of this Section 5.3. Each Member and each Principal acknowledges that it or he has received and will receive sufficient consideration and other benefits to justify the restrictions in this Section 5.3. Each Member and each Principal also acknowledges and understands that these restrictions are reasonably necessary to protect interests of the Buyer, including, without limitation, protection of the goodwill acquired, and such Member and each Principal acknowledges that such restrictions will not prevent it or him from conducting businesses that are not in violation of these provisions during the periods covered by the restrictive covenants set forth in this Section 5.3. Each Member and each Principal also acknowledges that the Contemplated Transactions constitute full and adequate consideration for the execution and enforceability of the restrictions set forth in this Section 7.07 following the completion of such sale5.3.

Non-Competition. (a) During Except as set forth in this Agreement for a period of five years following the Closing Date (the "Restricted Period, Seller ") AFG shall not, and shall cause not permit any of its subsidiaries not toPost-Closing Subsidiaries. (i) offer, issue or sell, directly or indirectlyindirectly within the United States, ownpersonal automobile insurance written through independent agents; or (ii) employ, operateoffer to employ or solicit with a view to employment any person employed by the Company whose annual base salary exceeds $50,000; provided, controlthat the foregoing will not prevent AFG from soliciting or hiring any such person if such person's employment has been terminated, managewithout cause, or engage in any Competitive Businessby the Company. (b) Notwithstanding any other provision of this Section 2 to the foregoingcontrary, nothing in Section 7.07(a) shall prevent Seller or its subsidiaries from (i) providing any services to Purchaser or its Affiliates (including the Company Group) as contemplated by the Transition Services Agreement, (ii) owning, directly or indirectly, as a passive investment, securities of any Person who engages in a Competitive Business if neither Seller AFG nor any of its subsidiariesPost-Closing Subsidiaries is prohibited from: (i) engaging in any line of business in which it is engaged at completion of the Public Offering, individually including, without limitation, the offering of personal automobile insurance policies through Mid-Continent Casualty Company and its wholly-owned subsidiaries ("Mid-Continent"), but only within those states where Mid-Continent is offering personal automobile insurance policies at the time of the completion of the Public Offering; or (ii) acquiring an interest in any Person engaged in any line of business except for acquisitions of controlling interests, whether in a single transaction or series of transactions, in any Person or Persons with, in the aggregate, beneficially owns 10$100,000,000 or more in gross annual written premiums, or, with respect to one Person, 50% or more of its gross revenues (excluding investment income and realized investment gains and losses), attributable to the writing of personal automobile insurance based on the most recent full fiscal year for which financial statements are available (a "PERMITTED ACQUIREE"), provided further, however, that AFG and any class of securities its Post-Closing Subsidiaries may acquire a controlling interest in a Person that is not a Permitted Acquiree if AFG or such Post-Closing Subsidiary promptly divests the personal automobile insurance operations of such Person, (iii) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition. For purposes of this Agreement, a Person or business that, at the time of such acquisition, engages "controlling interest" in a Competitive Business if such Person means having the power to direct or business derived less than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year, (iv) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived more than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year and Seller, within twelve (12) months after completion of such acquisition referred to in this clause (iv), winds down, liquidates or enters into a definitive agreement to cause the divesture direction of the Competitive Business management and policies of such Person through the ownership of voting securities. (c) Section 2(a)(i) and thereafter completes such divestiture, or (vii) owning, operating, controlling, managing or engaging shall also be binding upon any person who has a controlling interest in any of the Retained Business, as conducted AFG as of the date Closing Date until such time, however, that the person ceases to have a controlling interest in AFG. AFG shall cause each such person to comply with the terms and conditions hereof. In the event of a transaction that results in an unaffiliated third party . (or its equityholdersd) acquiring a majority of the equity of Seller Section 2(a)(i) and (whether by merger, stock sale or otherwise), such unaffiliated third party and its Affiliates (other than Seller and its subsidiariesii) shall not be subject binding upon a Post-Closing Subsidiary of AFG after the time such Person ceases to be a Post-Closing Subsidiary of AFG. For avoidance of doubt, Section 2(a)(i) and (ii) also does not apply to any person which on or after the restrictions set forth in Closing Date becomes an Affiliate (other than a Post-Closing Subsidiary) of AFG, including any person that acquires all or substantially all of the capital stock or assets of AFG. (e) The Company and AFG agree that money damages alone would not be a sufficient remedy for any breach of this Section 7.07 following 2 by AFG, its Post-Closing Subsidiaries, or any person having a controlling interest in AFG, and that, in addition to all other remedies, including monetary relief, the completion of Company shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such salebreach.

Non-Competition. Neither Seller nor any of its Affiliates or designees (each, a “Restricted Party”) during the period commencing on the Closing Date and ending on the fifth (5th) anniversary of the Closing Date (the “Restricted Period”), shall: (a) During the Restricted Perioddesign, Seller shall notdevelop, and shall cause its subsidiaries not tolicense, manufacture, distribute, sell or support (or knowingly assist any third party, directly or indirectly, ownin designing, operatedeveloping, controllicensing, managemanufacturing, distributing, selling or engage in supporting) any Competitive Business. (b) Notwithstanding existing product of the foregoing, nothing in Section 7.07(a) shall prevent Seller Business or its subsidiaries from (i) providing on any services to Purchaser related roadmap or its Affiliates (including the Company Group) as contemplated by the Transition Services Agreement, (ii) owning, directly or indirectly, as a passive investment, securities of any Person who engages in a Competitive Business if neither Seller nor any of its subsidiaries, individually or other similar product anywhere in the aggregateworld (provided, beneficially owns 10% or more of any class of securities of such Personhowever, (iii) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived less than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year, (iv) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived more than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year and Seller, within twelve (12) months after completion of such acquisition referred to in this clause (iv), winds down, liquidates or enters into a definitive agreement to cause the divesture of the Competitive Business of such Person and thereafter completes such divestiture, or (v) owning, operating, controlling, managing or engaging in any of the Retained Business, as conducted as of the date hereof. In the event of a transaction that results in an unaffiliated third party (or its equityholders) acquiring a majority of the equity of Seller (whether by merger, stock sale or otherwise), such unaffiliated third party and its Affiliates (other than Seller and its subsidiaries) shall not be subject to the restrictions set forth in this Section 7.07 following 7.1(a) shall not (i) prohibit any Restricted Party from being an investor in a mutual fund or a diversified investment company, (ii) prohibit any Restricted Party from being a passive owner of not more than five percent (5%) in the completion aggregate of an outstanding class of publicly traded securities or (iii) in any way limit or prohibit Seller’s or any of its Affiliates’ (A) actions or operations with respect to Seller’s Services and Support segment or (B) strategic investments in Quortus Limited, Spyrus Solutions, Inc. and Kogniz, Inc.); (b) directly or indirectly (i) solicit for employment or any similar arrangement any employee of the Companies or of the Company Subsidiaries or (ii) hire or knowingly assist any other Person in hiring any employee of the Companies or of the Company Subsidiaries (provided, however, that this Section 7.1(b) shall not apply to (A) employees of the Companies or of the Company Subsidiaries who have been terminated by the Companies or any of their Affiliates (including Purchaser) after Closing, (B) employees of the Companies who have left the employment of the Companies or any of their Affiliates (including Purchaser) for a period of at least six (6) months and (C) any general solicitations for employment (such as any newspaper, periodical or internet help wanted advertisement or any search firm engagement) and any hiring arising out of such salegeneral solicitations); or (c) directly or indirectly cause, solicit, induce or encourage any client, customer, supplier or licensor of the Business or the Companies prior to the Closing to terminate or modify any such relationship.

Non-Competition. (a) During By and in consideration of the Restricted PeriodCompany’s entering into this Retention Agreement and the payments to be made and benefits to be provided by the Company hereunder, Seller and in further consideration of the Employee’s exposure to the Confidential Information of the Company and its affiliates, the Employee agrees that the Employee shall not, during the Employee’s employment with the Company and shall cause its subsidiaries not tofor a twelve-month period thereafter (the “Restriction Period”), directly or indirectly, own, manage, operate, join, control, managebe employed by, or engage participate in the ownership, management, operation or control of, or be connected in any Competitive Business. manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (b) Notwithstanding the foregoingas defined below); provided, nothing that in Section 7.07(a) shall prevent Seller or its subsidiaries from no event (i) providing any services to Purchaser or its Affiliates (including the Company Group) as contemplated shall ownership by the Transition Services AgreementEmployee of five percent (5%) or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 5.2, so long as the Employee does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof, nor (ii) owningshall being employed by a Person that is a Restricted Enterprise, standing alone, be prohibited by this Section 5.2, so long as (A) such Person has more than one discrete and readily distinguishable part of its business, (B) the Employee’s duties are not at or involving the part of such Person that is the Restricted Enterprise, including, without limitation, serving in a capacity where any Person involved in the Restricted Enterprise reports to the Employee and (C) the Employee notifies the Company of employment with such Person prior to commencement of his or her employment with such Person. For purposes of this paragraph, “Restricted Enterprise” shall mean any Person that is engaged, directly or indirectly, as a passive investment, securities of any Person who engages in a Competitive Business if neither Seller nor any of its subsidiaries, individually (or in the aggregate, beneficially owns 10% intends or more of any class of securities of such Person, (iii) acquiring, by merger, consolidation, stock or asset acquisitionproposes to engage in, or otherwise, and owning, after such acquisition, a Person or business that, at has been organized for the time purpose of such acquisition, engages in a Competitive Business if such Person or business derived less than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year, (ivengaging in) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived more than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal generic injectible pharmaceutical industry. During the one-year and Seller, within twelve (12) months after completion of such acquisition referred to in this clause (iv), winds down, liquidates or enters into a definitive agreement to cause period following the divesture termination of the Competitive Business of such Person and thereafter completes such divestitureEmployee’s employment with the Company, or (v) owning, operating, controlling, managing or engaging in any upon request of the Retained BusinessCompany, as conducted as the Employee shall notify the Company of the date hereof. In the event of a transaction that results in an unaffiliated third party (or its equityholders) acquiring a majority of the equity of Seller (whether by merger, stock sale or otherwise), such unaffiliated third party and its Affiliates (other than Seller and its subsidiaries) shall not be subject to the restrictions set forth in this Section 7.07 following the completion of such saleEmployee’s then-current employment status.

Non-Competition. Each Party covenants and agrees that, from the Effective Time until the second (a2nd) During anniversary of the Restricted Distribution Date (the “Non-Compete Period”), Seller shall notneither Party will, and shall will cause each other member of its subsidiaries respective Group not to, directly or indirectly, own, invest in, operate, manage, control, manage, participate or engage in any Competitive Business. Prohibited Business (bas applicable) Notwithstanding without the foregoingprior written consent of the other Party; provided, that nothing in this Section 7.07(a5.6(a) shall prevent Seller or its subsidiaries from will prohibit (i) providing any services to Purchaser the ownership by Parent or its Affiliates (including the Company Group) as contemplated by the Transition Services Agreement, (ii) owning, directly or indirectlySpinCo, as a passive investmentthe case may be, or any member of its respective Group, of debt, equity or any other class of securities of any Person who that owns, invests in, operates, manages, controls, participates or engages directly or indirectly in a Competitive Prohibited Business if neither Seller nor any (as applicable), provided ownership of its subsidiariessuch securities (either directly, individually indirectly or in the aggregate, beneficially owns 10upon conversion) is less than 5% or more of any such class of securities of such PersonPerson or (ii) exercising its rights or performing or complying with its obligations under this Agreement or any Ancillary Agreement. Notwithstanding the foregoing, (iii) acquiring, by in the event that a merger, consolidation, stock or asset acquisition, consolidation or otherwiseother business combination with or from an affiliated Person that directly or indirectly owns, and invests in, operates, manages, controls, participates or engages in a Prohibited Business (so long as such Prohibited Business represents less than 40% of such Person’s consolidated assets or revenue) results in Parent or SpinCo, as the case may be, directly or indirectly owning, after such acquisitioninvesting in, operating, managing, controlling, participating or engaging in a Person or business that, Prohibited Business in breach of this Section 5.6(a) at the time of such acquisitiontransaction, engages in a Competitive Business if such Person or business derived less than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year, transaction (iv) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time resulting operations of such acquisition, engages in a Competitive Business if such Person or business derived more than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year and Seller, within twelve (12) months after completion of such acquisition referred to in this clause (iv), winds down, liquidates or enters into a definitive agreement to cause the divesture of the Competitive Business of such Person and thereafter completes such divestiture, or (v) owning, operating, controlling, managing or engaging in any of the Retained Business, as conducted as of the date hereof. In the event of a transaction that results in an unaffiliated third party (or its equityholders) acquiring a majority of the equity of Seller (whether by merger, stock sale or otherwise), such unaffiliated third party and its Affiliates (other than Seller and its subsidiariesbusiness) shall not be subject to the restrictions set forth in deemed a breach of this Section 7.07 following the completion of 5.6(a) if such saleparty uses commercially reasonable efforts to cure such breach as promptly as practicable (by divestiture or otherwise).

Non-Competition. For a period of two (a2) During years after the Restricted PeriodClosing, Seller shall not, and shall cause its subsidiaries not to, directly or indirectly, own, operate, control, manage, or engage in any Competitive Business. (b) Notwithstanding the foregoing, nothing in Section 7.07(a) shall prevent Seller or its subsidiaries from (i) providing any services to Purchaser or its Affiliates (including the Company Group) as contemplated by the Transition Services Agreement, (ii) owning, directly or indirectly, as a passive investment, securities of any Person who engages in a Competitive Business if neither Seller nor any of its subsidiariesAffiliates shall, individually directly or indirectly, engage in any business in North America with respect to manufacturing or selling any products which are the same as any of the Products as in existence on the date hereof through and including the Closing Date in sales to customers in the aggregateQuick Service Restaurant and Food Service Distribution businesses (a “Prohibited Business”); provided, beneficially owns 10% however, nothing in this Section 5.9 shall prohibit or more prevent Seller or any of its Affiliates from: (i) continuing to conduct any class business it is currently conducting that is not part of securities of the Business and which would constitute a Prohibited Business, provided that revenues attributed to such business shall not in any twelve month period exceed Fifteen Million Dollars ($15,000,000); (ii) selling boxboard used to make the Products or used to make any other items to any Person, including competitors of the Business; (iii) acquiringowning or acquiring up to an aggregate of 10% of the ownership interest of any entity engaged in any Prohibited Business or making passive investments in the ordinary course of business in investment funds that make investments in entities engaged in any Prohibited Business, provided that, in either case, none of such Persons is active in the management or governance of such entity; or (iv) owning or operating any Prohibited Business if such Prohibited Business was acquired as a result of a merger or other acquisition; provided, (x) the revenue generated by merger, consolidation, stock any Prohibited Business of such acquired entity or asset acquisition, business for the preceding fiscal year do not account for more than 25% of the total revenues of such entity or otherwise, business for such period; and owning, (y) no later than 12 months after such acquisition, the applicable acquiring Person shall have entered into an agreement providing for a Person divestiture of any Prohibited Business so acquired, so that following the closing of such divestiture the activities of the entity or business that, at the time of such acquisition, engages so acquired will once again be in a Competitive Business if such Person or business derived less than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year, (iv) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived more than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year and Seller, within twelve (12) months after completion of such acquisition referred to in this clause (iv), winds down, liquidates or enters into a definitive agreement to cause the divesture of the Competitive Business of such Person and thereafter completes such divestiture, or (v) owning, operating, controlling, managing or engaging in any of the Retained Business, as conducted as of the date hereof. In the event of a transaction that results in an unaffiliated third party (or its equityholders) acquiring a majority of the equity of Seller (whether by merger, stock sale or otherwise), such unaffiliated third party and its Affiliates (other than Seller and its subsidiaries) shall not be subject to the restrictions set forth in compliance with this Section 7.07 following the completion of such sale5.9.

Non-Competition. (a) During In order to induce the Restricted PeriodShareholders and the Company to enter into this Agreement and the Transactions, Seller until the applicable Non-Compete Fall-Away Date (x) each of Gibco and the Company and (y) Walgreens, hereby covenants and agrees that it shall not, and shall cause its subsidiaries not to, directly or indirectlyindirectly (including through Affiliates), own, manage or operate, control, manageor participate in, or engage benefit from, the ownership, management or operation of, or have any Beneficial Ownership interest in, any (1) Walgreens Designated Entity, in any Competitive Business. the case of clause (bx), or (2) Notwithstanding Company Designated Entity, in the case of clause (y); provided, that without limiting the generality of the foregoing, nothing in this Section 7.07(a5.6(a) shall prevent Seller or its subsidiaries from not prohibit: (i) providing any services to Purchaser or its Affiliates (including the Company Group) as contemplated by the Transition Services Agreement, (ii) owning, directly or indirectlyBeneficial Ownership, as a passive investment, securities of less than five percent of the outstanding stock of any Person who engages in a Competitive Business if neither Seller nor publicly traded corporation; (ii) the operation of any of its subsidiariesbusinesses conducted by the Group, individually or in the aggregatecase of clause (x), beneficially owns 10% or more Walgreens and its Subsidiaries, in the case of any class clause (y), in each case that exist as of securities the date hereof, in the lines of such Personbusiness, and in the geographic markets, in which they are actively engaged as of the date hereof; (iii) acquiringthe performance of any act or the conducting of any business conducted by the Joint Ventures; (iv) taking any action that is expressly required by this Agreement, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, any of the Transaction Documents (including the Buyer Shareholders Agreement); or (v) the acquisition of a Person or business that, at or more than 50% of the time outstanding Capital Stock of such acquisitionPerson or business, engages in a Competitive Business if such Person or business conducts, directly or indirectly, businesses of any Walgreens Designated Entity, in the case of clause (x), or of any Company Designated Entity, in the case of clause (y), in each case or any lesser percentage if such acquisition results in the holding of the right to control such Person or business, and, prior to such acquisition, neither such Person nor any of its Affiliates, nor such business nor any of its Affiliates, as the case may be, was an Affiliate of the acquiror or its Affiliates, and such Person or business, as the case may be, and its Affiliates derived less not more than 1510% of its total consolidated annual revenues from a Competitive Business in its most recently completed recent fiscal yearyear from activities of such Walgreens Designated Entity, in the case of clause (iv) acquiring, by merger, consolidation, stock or asset acquisitionx), or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisitionCompany Designated Entity, engages in a Competitive Business if such Person or business derived more than 15% the case of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year and Seller, within twelve (12) months after completion of such acquisition referred to in this clause (ivy). (b) In furtherance of and not in limitation of Section 6.12, winds down, liquidates or enters into a definitive agreement to cause the divesture each of the Competitive Business parties to this Agreement acknowledges that it shall be impossible to measure in money damages to the other parties hereto if any of such Person and thereafter completes such divestiture, them or (v) owning, operating, controlling, managing any transferee or engaging in any legal representative of any party hereto fails to comply with any of the Retained Businessrestrictions or obligations imposed by this Section 5.6, as conducted as of the date hereof. In that every such restriction or obligation is material, and that in the event of a transaction that results any such failure, the other parties hereto shall not have an adequate remedy at law or in damages. Therefore, each party hereto consents to the issuance of an unaffiliated third injunction or the enforcement of other equitable remedies against it at the suit of an aggrieved party (without the posting of any bond or its equityholders) acquiring a majority other equity security, to compel specific performance of all of the equity terms of Seller this Section 5.6 and to prevent any breach of any terms of this Section 5.6, and waives, any defenses thereto, including the defenses of: (whether by merger, stock sale or otherwise), such unaffiliated third party i) failure of consideration; (ii) breach of any other provision of this Agreement and its Affiliates (other than Seller iii) availability of relief in damages. (c) Each of the parties hereto acknowledges and its subsidiaries) shall not be subject to agrees that the restrictions set forth contained in this Section 7.07 following 5.6 are reasonable and necessary to protect the completion legitimate interests of the others and constitute a material inducement to the other to enter into this Agreement, the other Transaction Documents and consummate the transactions contemplated by this Agreement and the Transactions. It is the intent of the parties that the provisions of this Section 5.6 shall be enforced to the fullest extent permissible under the Law and public policies applied in each jurisdiction in which enforcement is sought. If any particular provision or portion of this Section 5.6 shall be adjudicated to be invalid or unenforceable, such provision or portion thereof shall be deemed amended to the minimum extent necessary to render such provision or portion valid and enforceable, such amendment to apply only with respect to the operation of such saleprovision or portion in the particular jurisdiction in which such adjudication is made. (d) For purposes of this Agreement, the “Non-Compete Fall-Away Date” means the date that is the first anniversary of the earlier of (A) the last day of the Call Exercise Period and (B) the Governance Clawback Date.

Non-Competition. As a material inducement for Buyer to enter into this Agreement and to consummate the Transaction, Seller hereby covenants and agrees that during the period beginning on the Closing Date and ending on the third (a3rd) During anniversary of the Restricted PeriodClosing Date, Seller shall not, not (and shall cause its subsidiaries Subsidiaries not to, directly or indirectly, own, operate, control, manage, or engage in any Competitive Business. (b) Notwithstanding the foregoing, nothing in Section 7.07(a) shall prevent Seller or its subsidiaries from (i) providing any services to Purchaser or its Affiliates (including the Company Group) as contemplated by the Transition Services Agreement, (ii) owning), directly or indirectly, as a passive investmentproprietor, securities partner, shareholder or member, individually or jointly or on behalf of or in concert with any Person Person, (a) engage in any wireless mobile business within the Wireless Network Coverage Area (a “Competing Business”) or (b) compile, create or use for the purpose of selling wireless mobile merchandise or services within the Wireless Network Coverage Area in connection with a Competing Business, or sell, transfer or otherwise convey to any Third Party, a list of customers who engages purchased, leased or used any Sprint PCS Products and Services (as defined in a Competitive Business if the Management Agreement). Notwithstanding anything to the contrary set forth in this Agreement, neither Seller nor any of its subsidiaries, individually Affiliates shall be prohibited from (A) acquiring or in the aggregate, beneficially owns 10% or more owning (by way of any class of securities of such Person, (iii) acquiring, by merger, consolidation, asset sale or otherwise) up to five percent (5%) in the aggregate of the outstanding stock of any corporation that is engaged in a Competing Business and publicly traded on a national securities exchange or asset acquisitionin the over the counter market, or otherwiseup to five percent (5%) in the aggregate of a private entity that is engaged in a Competing Business in each case through passive investments or (B) acquiring or owning any Person, and owning, after such acquisition, a Person asset or business that(by way of merger, consolidation, asset sale or otherwise) that is engaged in a Competing Business (and thereafter engaging in such Competing Business) so long as the revenues attributable to such Competing Business at the time of such acquisition, engages in a Competitive Business if such Person or business derived acquisition constitute less than 15% twenty-five (25%) of its total consolidated annual the aggregate revenues from a Competitive Business in its most recently completed fiscal year, (iv) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisitionPerson, engages in a Competitive Business if such Person assets or business derived more than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year and Sellerbusiness. Further, within twelve (12) months after completion of such acquisition referred notwithstanding anything to the contrary set forth in this clause (iv)Agreement, winds down, liquidates or enters into a definitive agreement to cause the divesture of the Competitive Business of such Person and thereafter completes such divestiture, or (v) owning, operating, controlling, managing or engaging in any of the Retained Business, as conducted as of the date hereof. In the event of a transaction that results in an unaffiliated third party (or its equityholders) acquiring a majority of the equity of Seller (whether by merger, stock sale or otherwise), such unaffiliated third party and its Affiliates (other than Seller and its subsidiaries) shall not be subject to the restrictions set forth in this Section 7.07 following 5.14 shall not apply to, and “Competing Business” shall not include any products or services delivered utilizing fixed wireless networks, cable networks, fiber networks or wireline networks, in each case, whether now or in the completion future or the Seller’s cell towers segment. Further, notwithstanding anything to the contrary set forth in this Agreement, the restrictions set forth in this Section 5.14 shall not apply outside of the Wireless Network Coverage Area or to any Third Party (including such Third Party’s Affiliates other than Seller and its Subsidiaries) that acquires (by way of merger, consolidation, asset sale or otherwise) Seller, any of its Affiliates or any of their respective assets or businesses. The Parties acknowledge and agree that the restrictive covenants contained in this Section 5.14 are reasonable in duration and geographic scope and protect a valid business interest of Buyer and its Affiliates. The Parties recognize that irreparable damage will result to Buyer and its Affiliates from any violation of this Section 5.14 and that the extent of such saledamage would be difficult if not impossible to calculate. Accordingly, the Parties expressly agree that, in addition to any and all other remedies available to Buyer and any of its Affiliates for any such violation, any of them shall have the right to the remedies set forth in Section 12.6. The existence of any Proceeding by Seller against Buyer, whether predicated on the Management Agreement or otherwise, is not a defense to Buyer’s enforcement of this Section 5.14. Notwithstanding anything contained herein to the contrary, and if and only if a provision of this type contained in this Section 5.14 is enforceable in the jurisdiction in question, if any one or more of the provisions contained in this Section 5.14 is for any reason held to be excessively broad as to duration, geographical scope, activity or subject, such provisions will be construed by limiting and reducing it so as to be enforceable to the extent compatible with the applicable law in such jurisdiction as it then appears.

Non-Competition. By and in consideration of the salary and benefits to be provided by the Company hereunder, including the severance arrangements set forth herein, and further in consideration of the Executive’s exposure to the proprietary information of the Company, the Executive covenants and agrees that, during the period commencing on the date hereof and ending twelve (a12) During months following the date upon which the Executive shall cease to be an employee of the Company and its subsidiaries (or any other entity directly or indirectly controlled by such entities) (the “Restricted Period”), Seller he shall notnot directly or indirectly, and shall cause whether as an owner, partner, stockholder, principal, agent, employee, consultant or in any other relationship or capacity, (i) engage in any element of the Business (other than for the Company or its subsidiaries (or any other entity directly or indirectly controlled by such entities)) or otherwise compete with the Company or its subsidiaries (or any other entity directly or indirectly controlled by such entities), (ii) render any services related to the Business to any person, corporation, partnership or other entity (other than the Company or its subsidiaries (or any other entity directly or indirectly controlled by such entities)) engaged in any element of the Business, or (iii) acquire an interest in any person, corporation, partnership or other entity described in clause (ii) above as a partner, stockholder, principal, agent, employee, consultant or in any other relationship or capacity; provided, however, that, notwithstanding the foregoing, the Executive may (x) engage in the businesses identified on Exhibit B hereto and (y) invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (A) such securities are traded on any national securities exchange, (B) the Executive is not toa controlling person of, or a member of a group which controls, such entity and (C) the Executive does not, directly or indirectly, own, operate, control, manage, or engage in any Competitive Business. (b) Notwithstanding the foregoing, nothing in Section 7.07(a) shall prevent Seller or its subsidiaries from (i) providing any services to Purchaser or its Affiliates (including the Company Group) as contemplated by the Transition Services Agreement, (ii) owning, directly or indirectly, as a passive investment, securities of any Person who engages in a Competitive Business if neither Seller nor any of its subsidiaries, individually or in the aggregate, beneficially owns 10own 1% or more of any class of securities of such Personentity. Notwithstanding the foregoing, (iii) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived less than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year, (iv) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived more than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year and Seller, within twelve (12) months after completion of such acquisition referred to covenants contained in this clause (iv), winds down, liquidates or enters into a definitive agreement to cause the divesture of the Competitive Business of such Person and thereafter completes such divestiture, or (vSection 6.1(a) owning, operating, controlling, managing or engaging shall not apply in any of the Retained Business, as conducted as of the date hereof. In the event of a transaction that results in an unaffiliated third party (the Executive’s termination of employment upon or its equityholders) acquiring a majority after the expiration of the equity of Seller (whether by merger, stock sale or otherwise), such unaffiliated third party and its Affiliates (other than Seller and its subsidiaries) shall not be subject to the restrictions set forth one-year renewal term in this accordance with Section 7.07 following the completion of such sale1 above.

Non-Competition. (ai) During Except as contemplated by the Restricted Transaction Agreements, for a period of twenty-four (24) months following the Closing Date (the “Non-Compete Period”), Seller shall notSellers agree not to, and shall cause its subsidiaries each of their Affiliates not to, directly or indirectly, ownengage, operateas a principal or jointly with others or otherwise, controlin the business of writing, manageissuing, selling, administrating, marketing or engage reinsuring any long-term care insurance business within the United States (a “Competing Business”). Sellers shall cause any and all obligations under this Section 6(j)(i) with respect to any Affiliate that ceases to be an Affiliate of Sellers during the Non-Compete Period to continue in any Competitive Businessfull force and effect with respect to such Affiliate for the then remaining balance of the Non-Compete Period. (bii) Notwithstanding anything to the foregoingcontrary set forth in Section 6(j)(i), and without implication that the following activities otherwise would be subject to the provisions of this Section 6(j), nothing in Section 7.07(athis Agreement shall preclude, prohibit or restrict Sellers from engaging, or require Sellers to cause any of their Affiliates not to engage, in any manner in any of the following: (A) shall prevent Seller making investments in the Ordinary Course of Business in Persons engaging in a Competing Business, provided that each such investment is a passive investment where Sellers and their Affiliates: (I) do not have the right to designate a majority of the members of the board of directors or its subsidiaries from other governing body of such entity or to otherwise influence or direct the operation or management of any such entity, (iII) providing are not participants with any services to Purchaser other Person in any group (as such term is used in Regulation 13D of the Securities Exchange Act of 1934, as amended) with such intention or its Affiliates right, and (III) own less than five percent (5%) of the outstanding voting securities (including the Company Groupconvertible securities) as contemplated by the Transition Services Agreement, (ii) owning, directly or indirectly, as a passive investment, securities of any Person who engages in a Competitive Business if neither Seller nor any of its subsidiaries, individually or in the aggregate, beneficially owns 10% or more of any class of securities of such Person, entity; or (iiiB) acquiring, by mergermerging or combining with any business that would otherwise violate this Section 6(j) that is acquired from any Person after the Closing Date (an “After-Acquired Business”); provided, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, either (I) at the time of such acquisition, engages in a Competitive merger or combination, the revenues derived from the Competing Business if such Person or business derived less by the After-Acquired Business (the “Competing After-Acquired Revenues”) constitute no more than fifteen percent (15% %) of its total consolidated annual the gross revenues from a Competitive of the After-Acquired Business in its the most recently completed fiscal year, (iv) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after year immediately prior to the date of such acquisition, a Person merger or business thatcombination (the “Aggregate After-Acquired Revenues”), or (II) if at the time of such acquisition, engages in a Competitive Business if such Person merger or business derived combination, the Competing After-Acquired Revenues constitute more than fifteen percent (15% %) of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year and Sellerthe Aggregate After-Acquired Revenues then, within twelve six (126) months after completion of such acquisition referred to in this clause acquisition, merger or combination, (iv), winds down, liquidates or enters into x) Sellers and/or their Affiliates sign a definitive agreement to cause dispose, and subsequently dispose of, the divesture relevant portion of the Competitive Business business or securities of such Person and thereafter completes such divestitureAfter-Acquired Business, or (vy) owningSellers and/or their Affiliates otherwise modify the After-Acquired Business such that the Competing After-Acquired Revenues constitute not more than fifteen percent (15%) of the Aggregate After-Acquired Revenues; in each case, operatingonly if none of the trademarks, controllingservice marks, managing trade names or engaging other designations of Sellers are used in connection with such After-Acquired Business. (iii) The Parties acknowledge that the type and periods of restriction imposed in the provisions of this Section 6(j) are fair and reasonable and are reasonably required for the protection of the Parties. If any of the Retained Business, as conducted as of the date hereof. In the event of a transaction that results in an unaffiliated third party (restrictions or its equityholders) acquiring a majority of the equity of Seller (whether by merger, stock sale or otherwise), such unaffiliated third party and its Affiliates (other than Seller and its subsidiaries) shall not be subject to the restrictions set forth covenants in this Section 7.07 following 6(j) are hereafter construed to be invalid or unenforceable, the completion same shall not affect the remainder of the covenant or covenants, which shall be given full effect, without regard to the invalid portions. If any of the restrictions or covenants contained in this Section 6(j), or any portion thereof, are deemed to be unenforceable because such covenant or restriction is held to cover a geographic area or to be of such saleduration as is not permitted under applicable Law, the Parties agree that the court making such determination shall have the power to reduce the duration and/or areas of such provision and, in its reduced form, said provision shall then be enforceable. The Parties intend to and hereby confer jurisdiction to enforce the covenants contained in this Section 6(j) upon the courts of any jurisdiction within the geographical scope of such covenants as to breaches of such covenants in such other respective jurisdictions, the above covenants as they relate to each such jurisdiction being, for this purpose, severable into diverse and independent covenants.

Non-Competition. (a) During The Employee understands and recognizes that his services to Keryx are special and unique and agrees that, during the Restricted Period, Seller shall notterm of this Agreement, and for a period of 12 months from the date of termination of his employment hereunder, he shall cause its subsidiaries not toin any manner, directly or indirectly, ownon behalf of himself or any person, operatefirm, controlpartnership, managejoint venture, corporation or other business entity ("Person"), enter into or engage in any Competitive Businessbusiness directly competitive with Keryx's business, either as an individual for his own account, or as a partner, joint venturer, Employee, agent, consultant, salesperson, officer, director or shareholder of a Person operating or intending to operate within the area that Keryx is, at the date of termination, conducting its business (the "Restricted Businesses"); provided, however, that nothing herein will preclude the Employee from holding one percent (1%) or less of the stock of any publicly traded company or from holding a position with a Person who does not engage in a business directly competitive with the Restrictive Businesses so long as the Employee works in a division of such Person which carries on a bona fide business which is not directly competitive with the Restricted Businesses. (b) Notwithstanding For a period of 12 months after the foregoing, nothing in Section 7.07(a) shall prevent Seller or its subsidiaries from (i) providing any services to Purchaser or its Affiliates (including the Company Group) as contemplated by the Transition Services termination of this Agreement, (ii) owning, directly the Employee shall not interfere with or indirectly, as a passive investment, securities of any Person who engages in a Competitive Business if neither Seller nor disrupt or attempt to disrupt Keryx's business relationship with any of its subsidiaries, individually or in the aggregate, beneficially owns 10% or more of any class of securities of such Person, (iii) acquiring, by merger, consolidation, stock or asset acquisitioncustomers, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived less than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year, (iv) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived more than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year and Seller, within twelve (12) months after completion of such acquisition referred to in this clause (iv), winds down, liquidates or enters into a definitive agreement to cause the divesture of the Competitive Business of such Person and thereafter completes such divestiture, or (v) owning, operating, controlling, managing or engaging in solicit any of the Retained Businessemployees of Keryx. (c) In the event that the Employee breaches any provisions of this Section 6 or there is a threatened breach, as conducted as then, in addition to any other rights which Keryx may have, Keryx shall be entitled, without the posting of a bond or other security, to injunctive relief to enforce the date hereofrestrictions contained herein. In the event that an actual proceeding is brought in equity to enforce the provisions of a transaction that results in an unaffiliated third party (or its equityholders) acquiring a majority of this Section 6, the equity of Seller (whether by merger, stock sale or otherwise), such unaffiliated third party and its Affiliates (other than Seller and its subsidiaries) Employee shall not argue as a defense that there is an adequate remedy at law nor shall Keryx be subject to the restrictions set forth in this Section 7.07 following the completion of such saleprevented from seeking any other remedies which may be available.

Non-Competition. (ai) During Except as set forth on Schedule 9.4, during the Restricted Non-Compete Period, Seller shall the Sellers Parties will not, and shall will cause its subsidiaries their respective Affiliates not to, directly or indirectly, own(A) enter into, operateengage in, controlconsult, manage, manage or engage otherwise participate in any Competitive Business. (b) Notwithstanding the foregoing, nothing in Section 7.07(a) shall prevent Seller or its subsidiaries from (i) providing any services to Purchaser or its Affiliates (including the Company Group) as contemplated by the Transition Services Agreement, (ii) owning, directly or indirectly, as a passive investment, securities operation of any Person who engages in a Competitive business that competes with the Business if neither Seller nor any of its subsidiaries, individually or in the aggregate, beneficially owns 10% or more of any class of securities of such Person, (iii) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived less than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year, (iv) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived more than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year and Seller, within twelve (12) months after completion of such acquisition referred to in this clause (iv), winds down, liquidates or enters into a definitive agreement to cause the divesture of the Competitive Business of such Person and thereafter completes such divestiture, or (v) owning, operating, controlling, managing or engaging in any of the Retained Business, as currently conducted as of the date hereof. In Closing Date) within the event of a transaction Restricted Territory, (B) solicit Clients, Prospective Clients, business, patronage or orders for, or sell, any products or services in competition with, or for any business, wherever located, that results in an unaffiliated third party competes with the Business within the Restricted Territory; (C) divert, entice or its equityholders) acquiring a majority otherwise take away any Clients, Prospective Clients, business, patronage or orders of the equity Business (as currently conducted as of Seller the Closing Date) within the Restricted Territory, or attempt to do so; or (whether by mergerD) promote or assist, stock sale financially or otherwise, any Person engaged in any business within the Restricted Territory that competes with the Business (as currently conducted as of the Closing Date). Nothing contained in this Section 9.4 will prohibit the Shareholders from acquiring or holding at any one time a passive investment of less than 5% of the outstanding shares of capital stock of any publicly traded corporation that may compete with Buyers within the Restricted Territory. For the purposes of this Section 9.4, such unaffiliated third party the “Seller” will also include any and all of its Affiliates direct and indirect subsidiaries, parents, Affiliates, or related companies of Sellers from time to time. (other than ii) Seller and its subsidiaries) shall not Parties will be subject to released from the restrictions set forth in this Section 7.07 following 9.4(a) if at any time during the completion Non-Compete Period Buyers withdraw from or wind up or publicly announce that they are, or will be, withdrawing from or winding up all of the material lines of business performed in the Leadership Consulting Business of Buyers. (iii) A Continuing Shareholder will be released from the restrictions set forth in this Section 9.4(a) to the extent (but only to the extent) such Shareholder is terminated without Cause (as defined in such Shareholder’s employment agreement with Buyers or their Affiliates) or resigns for Good Reason (as defined in such Shareholder’s employment agreement with Buyer or their Affiliates) and, at the time of such saletermination or resignation, no other partners of Buyers or their Affiliates offer services of the same nature.

Non-Competition. (ai) During the Restricted Non-Compete Period, Seller the Executive shall not, and shall cause its subsidiaries not to, directly or indirectlyindirectly through an intermediary, own, operate, control, manage(A) solicit or encourage any client or customer of the Employer or any Company Affiliate, or engage any person or entity who was a client or customer within 180 days prior to Executive’s action, to terminate, reduce or alter in a manner adverse to the Employer or any Competitive Business. Company Affiliate any existing business arrangements with the Employer or any Company Affiliate or to transfer existing business from the Employer or any Company Affiliate to any other person or entity, or (bB) Notwithstanding the foregoing, nothing in Section 7.07(a) shall prevent Seller or its subsidiaries from provide services to any entity if (i) providing during the 12 months preceding such action more than 10% of the revenues of such entity and its affiliates is derived from any services to Purchaser business from which the Employer or any Company Affiliate derived more than 10% of its Affiliates revenues during such period (including such percentage determined on a pro forma basis for any business acquired during such 12 month period as if the Company Groupacquisition had occurred at the beginning of such 12 month period) as contemplated by the Transition Services Agreement, (a “Material Business”) or (ii) owningthe services to be provided by the Executive are competitive with a Material Business and substantially similar to those previously provided by the Executive to the Employer or any Company Affiliate; provided, directly however, that following a Change in Control, this Section 7(d)(i)(B) shall not apply to the Executive, or indirectly(C) own an interest in any entity described in subsection (B)(i) immediately above; provided, however, that Executive may own, as a passive investmentinvestor, securities of any Person who engages such entity that has outstanding publicly traded securities so long as his direct holdings in a Competitive Business if neither Seller nor any of its subsidiaries, individually or such entity shall not in the aggregate, beneficially owns 10aggregate constitute more than 5% or more of any class of securities the voting power of such Person, (iii) acquiring, by merger, consolidation, stock entity and does not otherwise violate any Company or asset acquisition, or otherwise, and owning, after such acquisitionCompany Affiliate policy applicable to Executive. For purposes of this Section 7(d), a Person “client or business thatcustomer” shall be limited to any actual borrower, at the time of such acquisition, engages in a Competitive Business if such Person customer or business derived less than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year, (iv) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived more than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year and Seller, within twelve (12) months after completion of such acquisition referred to in this clause (iv), winds down, liquidates or enters into a definitive agreement to cause the divesture client of the Competitive Business of such Person and thereafter completes such divestiture, Employer or any Company Affiliate (v) owning, operating, controlling, managing or engaging in any of the Retained Business, as conducted as of the date hereof. In the event of a transaction that results in an unaffiliated third party (or its equityholders) acquiring a majority of the equity of Seller (whether by merger, stock sale or otherwise), such unaffiliated third party and its Affiliates (other than Seller and its subsidiaries) shall not be subject to the restrictions set forth in the Employer’s CAM or substantially similar successor or other system) and any other entity in the “term sheet issued,” “term sheet executed” or “credit committee approved” categories listed in the Employer’s DealTracker or substantially similar successor or other system. The Executive agrees that, before providing services, whether as an employee or consultant, to any entity during the Non-Compete Period, he will provide a copy of this Agreement to such entity, and such entity shall acknowledge to the Employer in writing that it has read this Agreement. The Executive acknowledges that this covenant has a unique, very substantial and immeasurable value to the Employer and Company Affiliates, that the Executive has sufficient assets and skills to provide a livelihood for the Executive while such covenant remains in force and that, as a result of the foregoing, in the event that the Executive breaches such covenant, monetary damages would be an insufficient remedy for the Employer and equitable enforcement of the covenant would be proper. (ii) If the restrictions contained in Section 7.07 following 7(d)(i) shall be determined by any court of competent jurisdiction to be unenforceable by reason of their extending for too great a period of time or over too great a geographical area or by reason of their being too extensive in any other respect, Section 7(d)(i) shall be modified to be effective for the completion maximum period of such saletime for which it may be enforceable and over the maximum geographical area as to which it may be enforceable and to the maximum extent in all other respects as to which it may be enforceable.

Non-Competition. Lessee acknowledges that upon and after any termination of this Lease, any competition by any member of the Leasing Group with any subsequent owner or subsequent lessee of the Leased Property (the "Purchaser") would cause irreparable harm to Lessor and any such Purchaser. To induce Lessor to enter into this Lease, Lessee agrees that, from and after the date hereof and thereafter until (a) During in the Restricted Periodcase of the expiration of the Initial Term or a termination of this Lease, Seller shall notthe fifth (5th) anniversary of the termination hereof or of the expiration of the Initial Term, as applicable, and shall cause its subsidiaries not to(b) in the case of an expiration of any of the Extended Terms, the second (2nd) anniversary of the expiration of the applicable Extended Term, no member of the Leasing Group nor any Person holding or controlling, directly or indirectly, ownany interest in any member of the Leasing Group (collectively, operate, control, manage, the "Limited Parties") shall be involved in any capacity in or lend any of their names to or engage in any Competitive Business. capacity in any assisted living facility, center, unit or program (or in any Person engaged in any such activity or any related activity competitive therewith) other than (a) those set forth on Schedule 11.5.4 annexed hereto, (b) Notwithstanding the foregoing, nothing those activities in Section 7.07(a) shall prevent Seller or its subsidiaries from (i) providing any services which a Meditrust/Emeritus Transaction Affiliate is permitted to Purchaser or its Affiliates (including the Company Group) as contemplated engage by the Transition Services Agreementprovisions of the Meditrust/Emeritus Transaction Documents which relate to any such facility, center, unit or program and (iic) owningthe acquisition of an ownership interest in any such facility, directly center, unit or indirectlyprogram which is part of a single transaction in which an ownership interest in at least four (4) other facilities, as a passive investmentcenters, securities units or programs (provided, however, that if such acquisition occurs within the last twelve month period of any Person who engages in a Competitive Business if neither Seller nor the Initial Term or any of its subsidiariesthe Extended Terms, individually or in Lessee shall have the aggregate, beneficially owns 10% or more benefit of any class of securities of such Person, this clause (iiic) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, only if at the time such acquisition occurs Lessee has already (x) exercised in that twelve month period its right under Section 1.3 hereof to extend the Term for another Extended Term or (y) given a Purchase Option Notice and has waived any right to rescind the same based upon the determination of the Fair Market Value of the Leased Property), whether such acquisitioncompetitive activity shall be as an officer, engages director, owner, employee, agent, advisor, independent contractor, developer, lender, sponsor, venture capitalist, administrator, manager, investor, partner, joint venturer, consultant or other participant in any capacity whatsoever with respect to an assisted living facility, center, unit or program located within a Competitive Business if such Person or business derived less than 15% five (5) mile radius of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year, (iv) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, the Leased Property. Lessee hereby acknowledges and owning, after such acquisition, a Person or business that, at agrees that none of the time span, scope or area covered by the foregoing restrictive covenants is or are unreasonable and that it is the specific intent of such acquisition, engages in a Competitive Business if such Person or business derived more than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year Lessee that each and Seller, within twelve (12) months after completion of such acquisition referred to in this clause (iv), winds down, liquidates or enters into a definitive agreement to cause the divesture all of the Competitive Business restrictive covenants set forth hereinabove shall be valid and enforceable as specifically set forth herein. Lessee further agrees that these restrictions are special, unique, extraordinary and reasonably necessary for the protection of Lessor and any Purchaser and that the violation of any such Person and thereafter completes such divestiture, or (v) owning, operating, controlling, managing or engaging in covenant by any of the Retained Business, as conducted as of the date hereof. In the event of Limited Parties would cause irreparable damage to Lessor and any Purchaser for which a transaction that results in an unaffiliated third party (or its equityholders) acquiring a majority of the equity of Seller (whether by merger, stock sale or otherwise), such unaffiliated third party and its Affiliates (other than Seller and its subsidiaries) shall legal remedy alone would not be subject sufficient to the restrictions set forth in this Section 7.07 following the completion of fully protect such saleparties.

Non-Competition. In consideration of the Company Group’s willingness to offer me the payments and benefits provided in Sections 4(b) and 4(c) and Section 5 of my Employment Agreement (acollectively, the “Consideration”), each of which is independent of my continuation of employment with the Company Group, I am willing to enter into the non-competition covenant contained in this Section 5(a). The provision of the Consideration to me is acknowledged and agreed by me and the Company Group to constitute “fair and reasonable” and “other mutually-agreed upon” consideration within the meaning of paragraphs (b)(ii) and (b)(vii) of the Massachusetts Noncompetition Agreement Act, Mass. Gen. Law c.149, §24L. During the period of my employment with or provision of services to the Company Group (the “Employment Period”) and the Post-Termination Restricted Period, Seller I shall not, and shall cause its subsidiaries not to, directly or indirectly, ownindividually or on behalf of any Person, operatecompany, control, manageenterprise, or entity, or as a sole proprietor, partner, stockholder, director, officer, principal, agent, employee or executive, or in any other capacity or relationship, engage in (or take any preparatory steps to engage in) any Competitive Business. Activities within the Restricted Area; provided, that in the event of a termination of my employment with the Company Group by any member of the Company Group without Cause (bas defined in the Employment Agreement), this Section 5(a) shall not apply during the Post-Termination Restricted Period. Notwithstanding the foregoing, nothing herein shall prohibit me from investing in Section 7.07(a) shall prevent Seller or its subsidiaries from the publicly traded equity securities of a Person engaged in any Competitive Activities so long as I (i) providing any services to Purchaser am not a controlling person of, or its Affiliates (including the Company Group) as contemplated by the Transition Services Agreementa member of a group which controls, such Person, (ii) owning, do not directly or indirectly, as a passive investment, securities of any Person who engages in a Competitive Business if neither Seller nor any of its subsidiaries, individually or in the aggregate, beneficially owns 10% or indirectly own more than one percent (1%) of any class of securities of such Person, Person and (iii) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived less than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year, (iv) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived more than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year and Seller, within twelve (12) months after completion of such acquisition referred to in this clause (iv), winds down, liquidates or enters into a definitive agreement to cause the divesture do not undertake any of the Competitive Business of Activities with respect to such Person and thereafter completes such divestiture, or (v) owning, operating, controlling, managing or engaging otherwise have no active participation in any of the Retained Business, as conducted as of the date hereof. In the event of a transaction that results in an unaffiliated third party (or its equityholders) acquiring a majority of the equity of Seller (whether by merger, stock sale or otherwise), such unaffiliated third party and its Affiliates (other than Seller and its subsidiaries) shall not be subject to the restrictions set forth in this Section 7.07 following the completion business of such salePerson.

Non-Competition. (ai) During the Restricted Non-Compete Period, Seller the Executive shall not, and shall cause its subsidiaries not to, directly or indirectly, own, operate, control, manage(A) solicit or encourage any client or customer of the Employer or a Company Affiliate, or engage any person or entity who was a client or customer within 180 days prior to Executive’s action to terminate, reduce or alter in a manner adverse to the Employer, any Competitive Business. existing business arrangements with the Employer or a Company Affiliate or to transfer existing business from the Employer or a Company Affiliate to any other person or entity, (bB) Notwithstanding provide services anywhere in the foregoing, nothing in Section 7.07(a) shall prevent Seller or its subsidiaries from United States to any entity if (i) providing during the preceding 12 months more than 5% of the revenues of such entity and its affiliates is derived from any services to Purchaser business from which the Employer derived more than 5% of its revenue during such period (a “Material Business”) or its Affiliates (including the Company Group) as contemplated by the Transition Services Agreement, (ii) owningthe services to be provided by the Executive are competitive with a Material Business and substantially similar to those previously provided by the Executive to a Material Business; provided, directly however, that following a Change in Control this Section 7(d)(i)(B)(i) shall not apply to the Executive, or indirectly(C) own an interest in any entity described in subsection (B)(i) immediately above; provided, however, that Executive may own, as a passive investmentinvestor, securities of any Person who engages such entity that has outstanding publicly traded securities so long as his direct holdings in a Competitive Business if neither Seller nor any of its subsidiaries, individually or such entity shall not in the aggregate, beneficially owns 10aggregate constitute more than 5% or more of any class of securities the voting power of such Person, (iii) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisitionentity. For purposes of this Section 7(d), a Person “client or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived less than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year, (iv) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived more than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year and Seller, within twelve (12) months after completion of such acquisition referred customer” shall be limited to in this clause (iv), winds down, liquidates or enters into a definitive agreement to cause the divesture any actual borrower of the Competitive Business of such Person and thereafter completes such divestiture, or Employer (v) owning, operating, controlling, managing or engaging in any of the Retained Business, as conducted as of the date hereof. In the event of a transaction that results in an unaffiliated third party (or its equityholders) acquiring a majority of the equity of Seller (whether by merger, stock sale or otherwise), such unaffiliated third party and its Affiliates (other than Seller and its subsidiaries) shall not be subject to the restrictions set forth in the Employer’s CAM or substantially similar successor or related system) and any other entity in the “term sheet issued,” “term sheet executed” or “credit committee approved” categories listed in the Employer’s DealTracker or substantially similar successor or related system. The Executive agrees that, before providing services, whether as an employee or consultant, to any entity during the Non-Compete Period, he will provide a copy of this Agreement to such entity, and such entity shall acknowledge to the Employer in writing that it has read this Agreement. The Executive acknowledges that this covenant has a unique, very substantial and immeasurable value to the Employer, that the Executive has sufficient assets and skills to provide a livelihood for the Executive while such covenant remains in force and that, as a result of the foregoing, in the event that the Executive breaches such covenant, monetary damages would be an insufficient remedy for the Employer and equitable enforcement of the covenant would be proper. (ii) If the restrictions contained in Section 7.07 following 7(d)(i) shall be determined by any court of competent jurisdiction to be unenforceable by reason of their extending for too great a period of time or over too great a geographical area or by reason of their being too extensive in any other respect, Section 7(d)(i) shall be modified to be effective for the completion maximum period of such saletime for which it may be enforceable and over the maximum geographical area as to which it may be enforceable and to the maximum extent in all other respects as to which it may be enforceable.

Non-Competition. (a) The Executive acknowledges that there is a worldwide market for the products of the Company and its Subsidiaries, that the Company and its Subsidiaries engage in one or more facets of their respective businesses throughout the world, and that the Company and its Subsidiaries compete with other Persons in the business of the Company and its Subsidiaries located in jurisdictions throughout the world, including, without limitation, the territorial United States. During the Restricted Employment Period and for a period of 12 months thereafter or the Severance Period, Seller shall whichever is longer, the Executive agrees that he will not, and shall cause its subsidiaries not to, directly or indirectly, own, operate, control, manage, or engage in or have any Competitive Business. interest in any sole proprietorship, partnership, corporation, limited liability company or business or any other Person (b) Notwithstanding other than the foregoingCompany and its Subsidiaries), nothing whether as an employee, officer, director, partner, agent, security holder, consultant or otherwise, that directly or indirectly is engaged in Section 7.07(a) shall prevent Seller any business in which the Company or any of its subsidiaries from Subsidiaries is then engaged, in the territorial United States; provided, however, that (i) providing the provisions of this §7(a) shall not apply in the event that the Employment Period is terminated by reason of the expiration of this Agreement on the third anniversary hereof or any services extension date agreed to Purchaser or its Affiliates (including the Company Group) as contemplated by the Transition Services AgreementExecutive and the Company, and (ii) nothing herein shall be deemed to prevent the Executive from acquiring through market purchases and owning, directly or indirectly, solely as a passive an investment, securities of any Person who engages in a Competitive Business if neither Seller nor any of its subsidiaries, individually or less than one percent in the aggregate, beneficially owns 10% or more aggregate of the equity securities of any class of any issuer whose shares are registered under Section 12(b) or 12(g) of the Securities Exchange Act, and are listed or admitted for trading on any United States national securities exchange or are quoted on the National Association of such Person, (iii) acquiring, by merger, consolidation, stock or asset acquisitionSecurities Dealers Automated Quotations System, or otherwiseany similar system of automated dissemination of quotations of securities prices in common use, and owning, after such acquisition, so long as he is not a Person or business that, at member of any “control group” (within the time of such acquisition, engages in a Competitive Business if such Person or business derived less than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year, (iv) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived more than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year and Seller, within twelve (12) months after completion of such acquisition referred to in this clause (iv), winds down, liquidates or enters into a definitive agreement to cause the divesture meaning of the Competitive Business of such Person rules and thereafter completes such divestiture, or (v) owning, operating, controlling, managing or engaging in any regulations of the Retained Business, as conducted as of the date hereof. In the event of a transaction that results in an unaffiliated third party (or its equityholders) acquiring a majority of the equity of Seller (whether by merger, stock sale or otherwiseUnited States Securities and Exchange Commission), such unaffiliated third party and its Affiliates (other than Seller and its subsidiaries) shall not be subject to the restrictions set forth in this Section 7.07 following the completion of such sale.

Non-Competition. (a) During By and in consideration of the Restricted PeriodCompany’s entering into this Employment Agreement and the payments to be made and benefits to be provided by the Company hereunder, Seller and in further consideration of the Executive’s exposure to the Confidential Information of the Partnership, the Company and their respective Affiliates, the Executive agrees that the Executive shall not, during the Term and shall cause its subsidiaries not tofor a period of twelve (12) months thereafter (the “Restriction Period”), directly or indirectly, own, manage, operate, join, control, managebe employed by, or engage participate in the ownership, management, operation or control of, or be connected in any Competitive Business. (b) Notwithstanding the foregoingmanner with, nothing in Section 7.07(a) shall prevent Seller or its subsidiaries from (i) providing including, without limitation, holding any services to Purchaser or its Affiliates (including the Company Group) as contemplated by the Transition Services Agreement, (ii) owning, directly or indirectly, position as a passive investmentstockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below); provided, that in no event shall ownership of one percent (1%) or less of the outstanding securities of any Person who engages in a Competitive Business if neither Seller nor any of its subsidiaries, individually or in the aggregate, beneficially owns 10% or more of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such Personissuer other than rights as a stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall mean any Person that is actively engaged in any business which is either (iiii) acquiringin competition with the business of the Partnership, by merger, consolidation, stock the Company or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at any of their respective Affiliates conducted during the time of such acquisition, engages in a Competitive Business if such Person or business derived less than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year, (iv) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived more than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year and Seller, within preceding twelve (12) months after completion of such acquisition referred to in this clause (iv)or following the Term, winds down, liquidates or enters into a definitive agreement to cause the divesture twelve (12) months preceding the last day of the Competitive Business of such Person and thereafter completes such divestitureTerm), or (vii) owningproposed to be conducted by the Partnership, operating, controlling, managing the Company or engaging in any of their respective Affiliates in the Retained BusinessPartnership’s, the Company’s or their respective Affiliate’s business plan as conducted in effect at that time (or following the Term, the business plan as in effect as of the date hereof. In the event of a transaction that results in an unaffiliated third party (or its equityholders) acquiring a majority last day of the equity Term); provided, that (x) with respect to any Person that is actively engaged in the refinery business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Partnership, the Company or any of Seller their respective Affiliates operates or markets with respect to its refinery business and (whether by mergery) with respect to any Person that is actively engaged in the fertilizer business, stock sale a Restricted Enterprise shall only include such a Person that operates or otherwise)markets in any geographic area in which the Partnership, such unaffiliated third party and the Company or any of their respective Affiliates operates or markets with respect to its Affiliates (other than Seller and its subsidiaries) fertilizer business. During the Restriction Period, upon request of the Company, the Executive shall notify the Company of the Executive’s then-current employment status. For the avoidance of doubt, a Restricted Enterprise shall not be subject to include any Person or division thereof that is engaged in the restrictions set forth in this Section 7.07 following the completion business of such salesupplying (but not refining) crude oil or natural gas.

Non-Competition. (a) During Except as provided in paragraphs (b), (c), (d) or (e) below, during the period commencing on the Closing Date and ending on the third (3rd) anniversary following the Closing Date (the “Restricted Period”), Seller shall not, and Seller shall cause its subsidiaries Subsidiaries not to, provide outsourced agent-based (i) in-bound consumer-based customer care and technical support call center services on behalf of customers in the telecommunications, finance and insurance and broadcasting industries, (ii) first and third party debt collection services (excluding business to business first and third party debt collection services) to government customers and customers in the finance and healthcare industries, and (iii) in-bound call center services in response to mass media advertisements for direct response marketers, in the case of each of (i), (ii), and (iii) above, of a type provided by the Company Group as of immediately prior to the date of this Agreement (collectively, the “Restricted Activities”). Notwithstanding the immediately preceding sentence, this Section 8.5(a) shall not prohibit Seller or any of its Affiliates from any one or more of the following: (i) owning (A) not more than ten percent (10%) of the outstanding securities of any class listed on a national or foreign securities exchange or regularly traded in the over-the-counter market of any Person engaged, directly or indirectly, ownin a Restricted Activity; or (B) not more than ten percent (10%) in value of the indebtedness of any Person engaged, operatedirectly or indirectly, controlin a Restricted Activity, manageprovided that Seller and its Subsidiaries do not have the power to control or direct the management or affairs of such Person; (ii) acquiring, in one transaction or engage a series of related transactions, by purchase of stock or assets, merger, consolidation or otherwise, the whole or any part of any Person that is engaged in a Restricted Activity or the whole or any part of a business that includes the carrying on of a Restricted Activity (and following such acquisition, actively engaging in the acquired Restricted Activity), if the revenue of such Person or business so acquired attributable to the Restricted Activities did not exceed ten percent (10%) of such Person’s or business’ revenue for the most recently completed fiscal year preceding such transaction; (iii) acquiring, in one transaction or a series of related transactions, by purchase of stock or assets, merger, consolidation or otherwise, the whole or any part of any Person that is engaged in any Competitive BusinessRestricted Activity or the whole or any part of a business that is engaged in any Restricted Activity where the revenue of such Person or business so acquired attributable to the Restricted Activities equals or exceeds ten percent (10%) of such Person’s or business’ revenue for the most recently completed fiscal year preceding such transaction, provided that following such purchase, merger, consolidation or other transaction, Seller shall use commercially reasonable efforts to divest the Restricted Activities previously conducted by such Person within twelve months thereafter (unless the Restricted Period would end prior to the one year anniversary of such acquisition, in which case, no divestiture would be required); or (iv) performing any services pursuant to any Ancillary Agreement. (b) Notwithstanding the foregoingNothing in this Agreement, nothing in including, Section 7.07(a) 8.5(a), shall prevent any Seller or its subsidiaries any Affiliate of Seller from providing any Seller Business Services. “Seller Business Services” means (i) providing any services to Purchaser provided by Seller or its Affiliates (including other than the members of the Company GroupGroup or pursuant to Assumed Contracts) as contemplated by the Transition Services Agreement, (ii) owning, directly or indirectly, as a passive investment, securities of any Person who engages in a Competitive Business if neither Seller nor any of its subsidiaries, individually or in the aggregate, beneficially owns 10% or more of any class of securities of such Person, (iii) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived less than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year, (iv) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived more than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year and Seller, within twelve (12) months after completion of such acquisition referred to in this clause (iv), winds down, liquidates or enters into a definitive agreement to cause the divesture of the Competitive Business of such Person and thereafter completes such divestiture, or (v) owning, operating, controlling, managing or engaging in any of the Retained Business, as conducted as of the date hereof. In the event of , (ii) any services provided by a transaction that results in an unaffiliated third party (or its equityholders) acquiring a majority Company Group Member as of the equity date hereof which is a Retained Business, and/or (iii) any of Seller (whether by merger, stock sale or otherwise), such unaffiliated third party and its Affiliates (other than Seller and its subsidiaries) shall not be subject to the restrictions set forth in this Section 7.07 following the completion of such sale.services:

Non-Competition. (a) During In consideration of the Restricted compensation and benefits to be paid or provided to Employee hereunder, except as otherwise provided in Section 8, Employee covenants that Employee will not, directly or indirectly: (1) during the Employment Term, except in the course of Employee's employment hereunder, and during the Post-Termination Period, Seller shall notengage or invest in, and shall cause its subsidiaries not toown, manage, operate, finance, control or participate, directly or indirectly, ownin the ownership, operatemanagement, controloperation, managefinancing, or engage control of, be employed by, associated with or in any Competitive Business. (b) Notwithstanding manner connected with, lend Employee's name or any similar name to or lend Employee's credit to or render services or advice to, any business which engages in any of the foregoingactivities conducted by Nucleus during the Employment Term; provided, nothing in Section 7.07(a) shall prevent Seller or its subsidiaries from however, that Employee may (i) providing any services devote not more than 10% of his time during reasonable business hours to Purchaser or its Affiliates (including the Company Group) as contemplated by winding up of the Transition Services Agreementaffairs of Eclipse Computer Systems, Inc. and eAtlanta.com, (ii) owningexcept with ▇▇▇▇▇▇▇ ▇▇ Eclipse Computer Systems, directly Inc. and eAtlanta.com purchase or indirectly, as a passive investment, securities of any Person who engages in a Competitive Business if neither Seller nor any of its subsidiaries, individually or in the aggregate, beneficially owns 10% or otherw▇▇▇ ▇▇▇uire up to (but not more than) two percent of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934; (2) whether for Employee's own account or for the account of any other Person, at any time during the Employment Term and the Post-Termination Period, directly or indirectly, solicit business in or related to any business engaged in (iiii) acquiringby Nucleus or (ii) during the Employment Term, from, or provide services to, any Person known by Employee to be a client or customer of any of Nucleus, by mergerNucleus whether or not Employee had personal contact with such Person during and by reason of Employee's employment with Nucleus; (3) whether for Employee's own account or the account of any other Person, consolidationdirectly or indirectly, stock (i) at any time during the Employment Term and the Post-Termination Period, solicit, employ or asset acquisitionotherwise engage as an employee, independent contractor or otherwise, and owningany person who is or was an employee of any of Nucleus at any time during the Employment Term or in any manner induce or attempt to induce any employee of Nucleus to terminate his or her employment with Nucleus; or (ii) at any time during the Employment Term or the Post-Termination Period, intentionally interfere with the relationship of Nucleus with any Person, including any Person who at any time during the Employment Term was an employee, contractor, supplier or client of Nucleus; or (4) at any time during or after such acquisitionthe Employment Term, a Person disparage Nucleus or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived less than 15% any of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal yearshareholders, members, partners, managers, directors, officers, employees or agents. (ivb) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived more than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year and Seller, within twelve (12) months after completion of such acquisition referred to in this clause (iv), winds down, liquidates or enters into a definitive agreement to cause the divesture of the Competitive Business of such Person and thereafter completes such divestiture, or (v) owning, operating, controlling, managing or engaging in If any of the Retained Business, as conducted as of the date hereof. In the event of a transaction that results in an unaffiliated third party (or its equityholders) acquiring a majority of the equity of Seller (whether by merger, stock sale or otherwise), such unaffiliated third party and its Affiliates (other than Seller and its subsidiaries) shall not be subject to the restrictions set forth covenant in this Section 7.07 following 11 is held to be unreasonable, arbitrary or against public policy, such covenant will be considered to be divisible with respect to scope, time and geographic area, and such lesser scope, time or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding and enforceable against Employee. (c) Employee will, while the completion covenant under this Section 11 is in effect, give notice to Nucleus within 10 days after accepting any other employment, of the identity of Employee's employer. Nucleus may notify such saleemployer that Employee is bound by this Agreement and, at Nucleus's election, furnish such employer with a copy of this Agreement or relevant portions thereof.

Non-Competition. (a) During the period beginning at the Effective Time and ending on the date that is (1) with respect to the Restricted Business (as defined below), two years following the Effective Time (the "Restricted Period") and (2) with respect to the Branded/Private Label Restricted Business (as defined below), three years following the Effective Time (the "Branded/Private Label Restricted Period"), Equity Holder covenants and agrees that he will not, directly or indirectly either for Equity Holder or for any other person or business entity, do any of the following: (i) engage (as defined below) (A) during the Restricted Period, Seller shall notin the Restricted Business and (B) during the Branded/Private Label Restricted Period, and shall cause its subsidiaries not toin the Branded/Private Label Restricted Business, directly or indirectly, own, operate, control, manage, or engage in any Competitive Business. each case anywhere (bwithout regard to the distribution channel used) Notwithstanding the foregoing, nothing in Section 7.07(a) shall prevent Seller or its subsidiaries from (i) providing any services to Purchaser or its Affiliates (including the Company Group) as contemplated by the Transition Services Agreement, (ii) owning, directly sells products or indirectly, as a passive investment, securities of any Person who engages in a Competitive Business if neither Seller nor any of its subsidiaries, individually or in the aggregate, beneficially owns 10% or more of any class of securities of such Person, (iii) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, services at the time of the Merger and is then providing such acquisitionproducts and services; however, nothing in this agreement shall prevent Equity Holder from serving as an employee, consultant or contractor of any entity that engages in a Competitive Restricted Business if such Person or Branded/Private Label Restricted Business, as the case may be, so long as Equity Holder does not directly or indirectly engage or participate in the Restricted Business or Branded/Private Label Restricted Business, as the case may be, or otherwise assist that entity in engaging or participating in the Restricted Business or Branded/Private Label Restricted Business, as the case may be; (ii) solicit, induce or attempt to solicit or induce any then current employee, temporary worker or independent contractor of the Company to discontinue employment or engagement with the Company for the purpose of seeking or commencing employment or engagement with any third party; or (iii) persuade or attempt to persuade any person accepting products and services from the Company or providing services, products or facilities to the Company not to do business derived less than 15% with the Company or to reduce the amount of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year, business it does with the Company. (iv) acquiringFor purposes of this agreement, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived more than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year and Seller, within twelve (12) months after completion of such acquisition referred to in this clause (iv), winds down, liquidates or enters into a definitive agreement to cause the divesture of the Competitive Business of such Person and thereafter completes such divestiture, or (v) owning, operating, controlling, managing or engaging in any of the Retained Business, as conducted as of the date hereof. In the event of a transaction that results in an unaffiliated third party (or its equityholders) acquiring a majority of the equity of Seller (whether by merger, stock sale or otherwise), such unaffiliated third party and its Affiliates (other than Seller and its subsidiaries) shall not be subject to the restrictions set forth in this Section 7.07 following the completion of such sale.term:

Non-Competition. 7.12.1 For a period of five (a5) During years from and after the Closing (the “Restricted Period”), Seller Parent agrees that it shall not, and it shall cause its subsidiaries Affiliates not to, directly or indirectly, whether as shareholder, owner, member, partner, agent, consultant or contractor, engage in (or invest in, own, manage, operate, controlfinance or control any Person engaged in), manageany Competitive Business within the United States. 7.12.2 Notwithstanding the provisions of Section 7.12.1, or engage (a) Parent and its Affiliates may own not more than five percent (5%) of the Equity Interests of any Person that is engaged in any Competitive Business. , so long as such Equity Interests have been registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, or the Laws of similar nature in any foreign jurisdiction, and neither Parent nor any of its Affiliates manages or exercises control over any such Person or otherwise takes any part in any of its businesses, other than exercising its rights as a shareholder; (b) Notwithstanding Parent and its Affiliates may continue to conduct and operate all businesses, operations and divisions of Parent and its Affiliates as conducted and operated as of the foregoingdate of this Agreement, nothing other than the Business; (c) Parent and its Affiliates may use the Excluded Assets as long as such Excluded Assets are not used for the purpose of engaging in Section 7.07(a(or investing in, owning, managing, operating, financing or controlling any Person engaged in) shall prevent Seller or its subsidiaries from a Competitive Business; and (id) providing any services to Purchaser Parent or its Affiliates (including the Company Group) as may perform any activities contemplated by the Transition Services AgreementAncillary Agreements. None of the provisions of Section 7.12.1 shall operate to prohibit, (ii) owninghinder, directly impede or indirectly, as a passive investment, securities of any Person who engages restrict from engaging in a Competitive Business if neither Seller nor in any way, any Person (other than an investment fund, private equity fund or similar pooled investment entity) which by way of takeover, acquisition, merger, combination or similar transaction acquires a controlling or significant interest in Parent or any of its subsidiariesAffiliates (provided, individually or in the aggregate, beneficially owns 10% or more of any class of securities of such Person, (iii) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, that Parent and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived less than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year, (iv) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived more than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year and Seller, within twelve (12) months after completion of such acquisition referred to in this clause (iv), winds down, liquidates or enters into a definitive agreement to cause the divesture of the Competitive Business of such Person and thereafter completes such divestiture, or (v) owning, operating, controlling, managing or engaging in any of the Retained Business, as conducted Affiliates as of the date hereof. In the event of a transaction that results in an unaffiliated third party (or its equityholders) acquiring a majority of the equity of Seller (whether by merger, stock sale or otherwise), such unaffiliated third party and its Affiliates (other than Seller and its subsidiaries) transactions shall not continue to be subject to the restrictions set forth in this provisions of Section 7.07 following the completion of 7.12.1 after any such saletransaction).

Non-Competition. Each Seller agrees that, for a period of eighteen (a18) During months after the Restricted PeriodClosing Date, such Seller shall will not, and shall cause its subsidiaries not to, directly or indirectly, own, operate, control, manage, or (i) engage in any Competitive Businessbusiness that is substantially comparable to the business of the Company or its Subsidiary as of the date of this Agreement or (ii) render services to or have any interest, as a shareholder, owner, agent, consultant, lender or guarantor or any other interest, in any other person or entity engaged in any business that is substantially comparable to the business of the Company or its Subsidiary as of the date of this Agreement. (a) For purposes of this Section 10.7 ownership of 15% or less of any class of outstanding securities of a company the securities of which are listed on a national securities exchange or which has 1,000 or more shareholders, shall not be deemed to constitute ownership or participation in the ownership of the business of such company. (b) Notwithstanding None of the foregoingSellers for a period of three years from and after the Closing Date, nothing in Section 7.07(a) shall prevent Seller or its subsidiaries from (i) providing any services to Purchaser or its Affiliates (including the Company Group) as contemplated by the Transition Services Agreement, (ii) owningshall, directly or indirectly, (i) offer to hire, entice away, or solicit or attempt to solicit (either for himself or as a passive investmentagent for another) for employment or for retention as an independent sales agent, securities of contractor or wholesaler (collectively, an "Agent") or induce, persuade or encourage any Person who engages in a Competitive Business if neither Seller nor person to leave the Company's or its Subsidiary's employ or to interfere with the Company's or its Subsidiary's relationship with any of its subsidiariesAgents who, individually prior to the Closing Date was, or during such three year period will be, employed or retained by the Company or its Subsidiary as an employee, agent, consultant, Agent or otherwise or (ii) divert or attempt to divert from the Company or its Subsidiary any business whatsoever by influencing or attempting to influence any customer or supplier of Buyer. (c) Sellers acknowledge and agree that any breach of this Section 10.7 is likely to result in the aggregateirreparable injury to Buyer, beneficially owns 10% or more of any class of securities that monetary damages will be an inadequate remedy of such Person, (iii) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, breach and owning, after such acquisition, a Person or business that, at accordingly, in addition to any other remedy that Buyer may have, Buyer shall be entitled to enforce the time specific performance of such acquisition, engages this Section 10.7 and to seek both permanent and temporary relief in a Competitive Business if such Person or business derived less than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year, (iv) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived more than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year and Seller, within twelve (12) months after completion of such acquisition referred to in this clause (iv), winds down, liquidates or enters into a definitive agreement to cause the divesture of the Competitive Business of such Person and thereafter completes such divestiture, or (v) owning, operating, controlling, managing or engaging in any of the Retained Business, as conducted as of the date hereof. In the event of a transaction any breach hereof. (d) The parties acknowledge that results in an unaffiliated third party (or its equityholders) acquiring a majority the time, scope, geographic area and other provisions of this Section 10.7 have been specifically negotiated by sophisticated commercial parties and agree that all such provisions are reasonable under the circumstances of the equity transactions contemplated by this Agreement. If any portion of Seller (whether by mergerthis Section 10.7 shall be determined to be invalid and unenforceable as written, stock sale or otherwise), each such unaffiliated third party portion shall be enforced to the extent reasonable under the circumstances and its Affiliates (other than Seller and its subsidiaries) such determination shall not be subject affect the validity or enforceability of the balance hereof, and such balance shall remain in full force and effect. It is understood that Sellers are agreeing to the restrictions set forth in this Section 7.07 following the completion of such sale10.7 in order to induce Buyer to enter into this Agreement.

Non-Competition. (a) During 17.1 The Employee undertakes that unless she receives the Restricted Periodprior written consent of the Company, Seller shall notduring the entire term of the existence of the employer-employee relationship between her and the Company and for a period of 12 months thereafter, and shall cause its subsidiaries for any reason whatsoever, she will not towork for nor take part, directly or indirectly, ownin any business, operatewhether incorporated or unincorporated, controlthat competes with the Company or its business directly, manageall whether within the area of the State of Israel or abroad. 17.2 In addition the Employee undertakes that for a period of 24 months after the date of expiration of her employment with the Company, not to turn to or have any business connection whatsoever with any person or entity who, on or around the date of the termination of the Employee’s employment, were customers and/or suppliers of the Company, or engage were in negotiations with the Company in connection with the carrying out of any business with it and/or were the Company’s employees and/or contractors and/or advisors and/or with any person or entity who, on such date was in any Competitive Businessother business contact with the Company, all this in order to carry out directly or indirectly any act which might interfere with the relationship between the Company and any of the parties mentioned above, and/or damage the Company in any form or manner whatsoever. (b) Notwithstanding 17.3 For the avoidance of any doubt, the Employee’s undertakings according to this clause 17 are in addition to all the Employee’s undertakings under this Agreement, including, but without derogating from the generality of the foregoing, nothing her undertaking according to clauses 16 and 18 of this Agreement. The Employee hereby declares and acknowledges that her undertakings according to this clause 17 are reasonable in Section 7.07(a) shall prevent Seller or its subsidiaries from (i) providing any services to Purchaser or its Affiliates (including the Company Group) as contemplated by circumstances and that the Transition Services Agreementamount of her salary has, (ii) owninginter alia, been set on reliance on these undertakings and constitutes proper consideration for such undertakings. 17.4 For the purpose of this clause 17 – “directly or indirectly” includes, as a passive investment, securities without derogating from the generality of any Person who engages in a Competitive Business if neither Seller nor any of its subsidiaries, individually or in the aggregate, beneficially owns 10% or more of any class of securities of such Person, (iii) acquiringforegoing, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time means of such acquisition, engages in a Competitive Business if such Person or business derived less than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year, (iv) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived more than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year and Seller, within twelve (12) months after completion of such acquisition referred to in this clause (iv), winds down, liquidates or enters into a definitive agreement to cause the divesture of the Competitive Business of such Person and thereafter completes such divestiture, or (v) owning, operating, controlling, managing or engaging in any of the Retained Businessbusiness as an owner, as conducted as of the date hereof. In the event of a transaction that results in an unaffiliated third party (self-employed person, shareholder, partner, director, manager, agent, distributor, supplier, contractor, sub-contractor, employee, clerk or its equityholders) acquiring a majority of the equity of Seller (whether by merger, stock sale or otherwise), such unaffiliated third party and its Affiliates (other than Seller and its subsidiaries) shall not be subject to the restrictions set forth in this Section 7.07 following the completion of such saleadvisor.

Non-Competition. (a) During the Restricted period from the Closing Date through the fifth anniversary thereof and any extended period pursuant to Section 8.3(c) below (the "Non-Compete Period"), and subject to Section 8.5 below and the Related Agreements, Seller shall will not, and shall will cause each of its subsidiaries Affiliates not to, directly or indirectly, ownby or through equity ownership or otherwise, operatefor itself or any other person or entity (i) engage in the manufacture or marketing of Products in competition with the Business; provided, controlhowever, managethat Seller shall not be deemed to be engaged in the manufacture or marketing of Products to the extent it acquires products from a third party and incorporates such products into any product it markets, (ii) communicate with or contact any customers of Purchaser (other than Seller itself or its Affiliates) for the purpose of soliciting such customer to purchase Products in competition with the Business, or engage (iii) initiate contact with any employee of Purchaser in the Business for the purpose of soliciting, hiring, attempting to hire or in any Competitive manner attempting to induce such employee to leave the employment of Purchaser to be employed in any capacity in competition with Purchaser or the Business. (b) Notwithstanding anything to the foregoingcontrary herein contained, nothing this Section 8.3 will not apply in Section 7.07(arespect of any business acquisition transaction (whether pursuant to a purchase of assets or another form of business acquisition transaction) shall prevent effected by Seller or any of its subsidiaries Affiliates, or the operation of the business so acquired (whether the same as or different from the operation of such business prior to the acquisition), provided that the net sales of Products during the last full fiscal year for such business prior to the acquisition (or partial fiscal year if it has been engaged in such sales for a shorter period) did not exceed 20% of all net sales of such business for such period (the "20% Limitation"), except that said net sales may exceed the 20% Limitation so long as said net sales of Products do not exceed the lesser of 40% of all net sales of such business for such period or $30,000,000 (the "Threshold Amount"). In addition, if at any time during the Non-Compete Period net sales of Products for such acquired business exceed the Threshold Amount, Seller shall divest such portion of the business relating to the Products and shall grant to Purchaser a right of first refusal in respect of such divestiture in accordance with the provisions of Section 8.3(c) below. (c) Notwithstanding the foregoing provisions of Section 8.3(b), Seller or any of its Affiliates may effect a business acquisition transaction where net sales of Products during the last full fiscal year for such business prior to the acquisition exceed the 20% Limitation or the Threshold Amount so long as said net sales of Products do not exceed 50% of all net sales of such business for such period; provided, however, that (i) providing Seller shall divest (the "Divestiture") such portion of such business relating to the Products within one (1) year of said business acquisition transaction and (ii) the Non-Compete Period shall be extended for a period equal to the number of days such portion of the business relating to the Products was held by Seller before the Divestiture. In effecting the Divestiture, Seller agrees to obtain an executed letter of intent (the "Offer") from any services proposed purchaser and immediately to submit to Purchaser a true and complete copy of the Offer, which shall include details of the proposed purchase price; provided, however, in the event after reasonable diligence Seller is unable to obtain an Offer, Seller's obligation hereunder to obtain an Offer shall cease and in lieu thereof Purchaser shall have the right (but not the obligation) to acquire such portion of the business relating to the Products at such business' fair market value. The Offer must apply only to that portion of the business relating to the Products and may not include an offer to purchase any of Seller's other property or rights. Within 30 business days after its Affiliates receipt of the Offer and all other information requested by Purchaser, Purchaser has the right to notify Seller in writing that Purchaser desires to purchase from Seller that portion of the business relating to the Products for the same purchase price and on the same terms and conditions contained in the Offer, provided that (including i) Purchaser may substitute cash for any form of payment proposed in the Company Group) as contemplated by the Transition Services AgreementOffer, (ii) owningPurchaser's credit, directly or indirectlyif not better than the credit of the proposed purchaser, as a passive investment, securities of any Person who engages in a Competitive Business if neither Seller nor any of its subsidiaries, individually or in shall be deemed equal to the aggregate, beneficially owns 10% or more of any class of securities credit of such Personproposed purchaser, (iii) acquiringPurchaser will have not less than 90 days after giving notice of its election to purchase to prepare for closing, and (iv) Purchaser is entitled to receive, and Seller agrees to make, all customary representations and warranties given by mergerthe seller of the assets of a business, consolidationincluding, stock or asset acquisitionwithout limitation, representations and warranties as to: (a) ownership and condition of, and title to, the assets of the business being purchased, (b) liens and encumbrances relating to the assets of the business being purchased and (c) validity of the contracts and the liabilities, contingent or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived less than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year, (iv) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived more than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year and Seller, within twelve (12) months after completion of such acquisition referred to in this clause (iv), winds down, liquidates or enters into a definitive agreement to cause the divesture of the Competitive Business business being purchased. If Purchaser does not exercise its right of first refusal, Seller may complete the Divestiture to such Person proposed purchaser pursuant to and thereafter completes on the exact terms contained in the Offer; provided, however, that if the Divestiture to such divestiture, or (v) owning, operating, controlling, managing or engaging in any of the Retained Business, as conducted as of the date hereof. In the event of a transaction that results in an unaffiliated third party (or its equityholders) acquiring a majority of the equity of Seller (whether by merger, stock sale or otherwise), such unaffiliated third party and its Affiliates (other than Seller and its subsidiaries) shall proposed purchaser is not be subject to the restrictions set forth in this Section 7.07 following the completion of such sale.completed within 120 days

Non-Competition. Each Founder hereby covenants and undertakes that he shall devote one hundred percent (a100%) During of his working time and attention to the Restricted Periodbusiness of the Group Companies, Seller and use his best efforts to develop the business and care for the interests of the Group Companies, until the first anniversary of the Company’s IPO unless otherwise approved by the Majority Preferred Holders, and shall not, and shall cause its subsidiaries not towithout the prior written consent of the Majority Preferred Holders, either on his own account or through any of his Affiliates, or in conjunction with or on behalf of any other Person, (i) possess, directly or indirectly, the power to direct or cause the direction of the management and business operation of any entity that may compete with any Group Company whether (A) through the ownership of any equity interest in such entity, or (B) by occupying half or more of the board seats of the entity; or (C) by contract, agreements or otherwise; or (ii) devote time to carry out the business operation of any other entity or serve as an officer or employee in any other entity; or (iii) serve as a director or consultant in any other entity, unless (A) such Founder promptly informs all the Investors of his role in such entity, and (B) such Founder acts in good faith to ensure his role in such entity would not cause material adverse effect to the Group Companies. Each Founder hereby further covenants and undertakes that, except for purchase of publicly traded securities up to 1% of the total shares of a listed company on a public capital market, unless conducted through the Group Companies or upon the prior written consent of the Majority Preferred Holders, during the greater of (i) the period when such Founder holds any office with any Group Company; and (ii) the period when such Founder holds any direct or indirect equity interest in any Group Company, and for a further period of twenty four (24) months thereafter, such Founder shall not, directly or indirectly through any Affiliate or associate, own, manage, be engaged in, operate, control, manageControl, or engage work for any business, whether in any Competitive Business. (b) Notwithstanding the foregoingcorporate, nothing in Section 7.07(a) shall prevent Seller proprietorship or its subsidiaries from (i) providing any services to Purchaser or its Affiliates (including the Company Group) as contemplated by the Transition Services Agreement, (ii) owning, directly or indirectly, as a passive investment, securities of any Person who engages in a Competitive Business if neither Seller nor any of its subsidiaries, individually or in the aggregate, beneficially owns 10% or more of any class of securities of such Person, (iii) acquiring, by merger, consolidation, stock or asset acquisition, partnership form or otherwise, and owning, after such acquisition, a Person or business that, at that competes with the time of such acquisition, engages in a Competitive Business if such Person or business derived less than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year, (iv) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived more than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year and Seller, within twelve (12) months after completion of such acquisition referred to in this clause (iv), winds down, liquidates or enters into a definitive agreement to cause the divesture of the Competitive Business of such Person and thereafter completes such divestiture, or (v) owning, operating, controlling, managing or engaging in any of the Retained Principal Business, as conducted as of the date hereof. In the event of a transaction that results in an unaffiliated third party (or its equityholders) acquiring a majority of the equity of Seller (whether by merger, stock sale or otherwise), such unaffiliated third party and its Affiliates (other than Seller and its subsidiaries) shall not be subject to the restrictions set forth in this Section 7.07 following the completion of such sale.

Non-Competition. (a) During By and in consideration of the Restricted PeriodCompany’s entering into this Agreement, Seller and in further consideration of the Participant’s exposure to the Confidential Information of the Group, the Participant agrees that the Participant shall not, and shall cause its subsidiaries not toduring the Restriction Period (as defined below), directly or indirectly, own, manage, operate, join, control, managebe employed by, or engage participate in the ownership, management, operation or control of, or be connected in any Competitive Business. (b) Notwithstanding the foregoingmanner with, nothing in Section 7.07(a) shall prevent Seller or its subsidiaries from (i) providing including, without limitation, holding any services to Purchaser or its Affiliates (including the Company Group) as contemplated by the Transition Services Agreement, (ii) owning, directly or indirectly, position as a passive investmentstockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below); provided, that in no event shall ownership of one percent (1%) or less of the outstanding securities of the limited partnership interest in any Person who engages in a Competitive Business if neither Seller nor any of its subsidiariesprivate equity fund, individually hedge fund or in the aggregate, beneficially owns 10% venture capital fund or more of any class of any issuer whose securities are registered under the Exchange Act, standing alone, be prohibited by this Section 6(b), so long as the Participant does not have, or exercise, any rights to manage or operate the business of such Personfund or issuer other than rights as a limited partner or stockholder thereof. For purposes of this Section 6(b), “Restricted Enterprise” shall mean any enterprise (iii) including, but not limited to, any enterprise related to the business of acquiring, by mergerdeveloping, consolidationinvesting, stock structuring or asset acquisitionmanaging retail net lease real estate properties and any other lines of business any member of the Group is participating in, or otherwisehas taken substantive steps towards participating in, as of the date hereof) that is competitive with the business conducted by the Company and owningits direct or indirect subsidiaries, after such acquisition, a Person or business that, at partnerships and joint ventures during the time of such acquisition, engages in a Competitive Business if such Person or business derived less than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year, (iv) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived more than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year and SellerParticipant’s Service, within the United States and anywhere outside the United States where the Company and its direct or indirect subsidiaries, partnerships and joint ventures operated during the Participant’s Service. The “Restriction Period” shall mean the period of the Participant’s Service and for twelve (12) months after completion of such acquisition referred following the termination thereof; provided, however, that, unless the Participant is or becomes entitled to in this clause (iv), winds down, liquidates or enters into a definitive agreement to cause the divesture accelerated vesting of the Competitive Business Awarded RSUs upon termination of such Person and thereafter completes such divestitureService, the Restriction Period shall automatically end on the date that the Participant’s Service is terminated; provided, further, that the Company in its sole discretion may waive all or (v) owning, operating, controlling, managing or engaging in any portion of the Retained Business, as conducted as of the date hereof. In the event of a transaction that results in an unaffiliated third party (or its equityholders) acquiring a majority of the equity of Seller (whether by merger, stock sale or otherwise), such unaffiliated third party and its Affiliates (other than Seller and its subsidiaries) shall not be subject to the restrictions set forth in this Section 7.07 following the completion of such saleRestriction Period.

Non-Competition. (a) During Sellers understand that Acquiror shall be entitled to protect and preserve the Restricted Periodgoing concern value of the business of the Companies and the Transferred Business to the extent permitted by applicable Law and that Acquiror would not have entered into this Agreement absent the provisions of this Section 5.11 and, Seller therefore, for a period of five (5) years from the Closing, Sellers shall not, and shall cause its subsidiaries each of their Affiliates not to, engage (directly or indirectly), ownalone or in association with another Person, Control, operate, controlmanage or have any ownership interest, managewhether as proprietor, partner, member, stockholder, consultant, or engage otherwise, in any Competitive BusinessCompeting Business (as defined below). Sellers shall not have any obligation under this Section 5.11 with respect to any Person from and after such time as such Person ceases to be an Affiliate of Sellers. (b) Notwithstanding anything to the foregoingcontrary in Section 5.11(a), and without implication that the following activities otherwise would be subject to the provisions of this Section 5.11, nothing in Section 7.07(a) this Agreement shall prevent Seller preclude, prohibit or its subsidiaries restrict Sellers and their respective Affiliates from engaging, or require Sellers or any of their respective Affiliates not to engage, in any manner in any of the following: (i) providing any services purchasing or owning up to Purchaser or its Affiliates and including five percent (including the Company Group5.0%) as contemplated by the Transition Services Agreement, (ii) owning, directly or indirectly, as a passive investment, securities of any Person who engages in a Competitive Business if neither Seller nor any of its subsidiaries, individually or in the aggregate, beneficially owns 10% or more of any class of securities of a publicly-held corporation (if such Personsecurities are listed on any national or regional securities exchange or have been registered under applicable Law) engaged primarily in a Competing Business; (ii) making investments in the ordinary course of business, including in a general or separate account of an insurance company, in Persons engaging in a Competing Business; provided, that each such investment is a passive investment where such Seller or applicable Affiliate: (A) does not intend or have the right to designate a majority of the members of the board of directors or other governing body of such entity or to otherwise influence or direct the operation or management of any such entity and (B) is not a participant with any other Person in any group (as such term is used in Regulation 13D of the Securities Exchange Act of 1934) with such intention or right; (iii) selling or otherwise disposing of any of their respective assets or businesses to a Person engaged in any Competing Business; (iv) making investments in Acquiror or any of its Affiliates; (v) managing or controlling investment funds that make investments in Persons engaged in a Competing Business, so long as such investments are in the ordinary course of business; (vi) engaging in and carrying out the activities and transactions contemplated by the Transaction Agreements (including the Amended and Restated Reinsurance Agreements and the Administrative Services Agreement); (vii) selling, marketing, underwriting, issuing or insuring any insurance products that are not FCIC Policies or Crop Hail Policies; or (viii) acquiring, by mergermerging or combining with any business that would otherwise violate this Section 5.11 that is acquired from any Person after the Closing Date (an “After-Acquired Business”); provided, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, that either (A) at the time of such acquisition, engages in a Competitive merger or combination, the revenues derived from the Competing Business if such Person or business derived less by the After-Acquired Business (the “Competing After-Acquired Revenues”) constitute no more than 15% twenty-five percent (25%) of its total consolidated annual the gross revenues from a Competitive of the After-Acquired Business in its the most recently completed fiscal year, (iv) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after year immediately prior to the date of such acquisition, a Person merger or business thatcombination (the “Aggregate After-Acquired Revenues”), or (B) if at the time of such acquisition, engages in a Competitive Business if such Person merger or business derived combination, the Competing After-Acquired Revenues constitute more than 15% twenty-five percent (25%) of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year and Sellerthe Aggregate After-Acquired Revenues then, within twelve (12) months after completion of such acquisition referred to in this clause acquisition, merger or combination, (iv), winds down, liquidates I) such Seller or enters into applicable Affiliate signs a definitive agreement to cause dispose, and subsequently disposes of, the divesture relevant portion of the Competitive Business business or securities of such Person and thereafter completes After-Acquired Business, (II) such divestiture, Seller or applicable Affiliate otherwise modifies the After-Acquired Business such that the Competing After-Acquired Revenues constitute not more than twenty-five percent (25%) of the Aggregate After-Acquired Revenues or (vIII) owningthe business of such After-Acquired Business otherwise complies with this Section 5.11. (c) For the purposes of this Agreement, operatingthe term “Competing Business” means the business of selling, controllingmarketing, managing underwriting, issuing or engaging in any of the Retained Business, as conducted as of the date hereof. In the event of a transaction that results in an unaffiliated third party (or its equityholders) acquiring a majority of the equity of Seller (whether by merger, stock sale or otherwise), such unaffiliated third party insuring FCIC Policies and its Affiliates Crop Hail Policies (other than Seller and its subsidiariesthe CUMIS Retained Business) shall not be subject to within the restrictions set forth in this Section 7.07 following territory of the completion of such saleUnited States.

Non-Competition. (a) During the Restricted Periodperiod commencing on the Closing Date and ending on the fourth anniversary of the Closing Date, without the express prior written consent of the Purchaser, the Seller shall not, and shall cause its subsidiaries agrees not to, directly or indirectly, own, operate, control, manage, operate or engage participate in, any business or entity that engages in any Competitive Business. the Business (b) Notwithstanding the foregoing, nothing in “Competing Activities”). This Section 7.07(a5.11(b) shall not prevent or preclude the Seller or and its subsidiaries Affiliates from (i) providing any services to Purchaser acquiring an interest or its Affiliates investing in (including the Company Groupby merger, acquisition, sale of assets or otherwise) as contemplated by the Transition Services Agreement, (ii) owning, directly or indirectly, as a passive investment, securities of any Person who listed on a national securities exchange or publicly traded in the over the counter market that engages in a Competitive Business any Competing Activities if neither Seller nor any such interest or investment constitutes less than five per cent (5%) of its subsidiaries, individually the outstanding voting securities or in the aggregate, beneficially owns 10% or more of any class of securities other equity interests of such Person, (iiiii) acquiring, acquiring an interest or investing in (including by merger, consolidation, stock or asset acquisition, sale of assets or otherwise, and owning, after such acquisition, a ) any Person or business that, at the time of such acquisition, that engages in any Competing Activities, provided that (x) the Seller or such Affiliate is a Competitive Business if passive investor and does not directly or indirectly control the activities or management of such Person or business derived and (y) such ownership stake does not exceed 49% of such Person or business, (iii) acquiring any business or equity interest in any Person that is, among other things, engaged in Competing Activities, so long as the percentage of revenues of such business or Person attributable to the Competing Activities during the preceding fiscal year represents less than 1520% of its such business’ or Person’s total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year, during such period (based on such business’ or Person’s latest financial statements) or (iv) acquiringengaging in, by mergerselling or providing any activity, consolidationpublication, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or product service and/or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived more than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year and Seller, within twelve (12) months after completion of such acquisition referred to in this clause (iv), winds down, liquidates or enters into a definitive agreement to cause the divesture of the Competitive Business of such Person and thereafter completes such divestiture, Seller or (v) owning, operating, controlling, managing or engaging in any of the Retained Business, as conducted as of the date hereof. In the event of a transaction that results in an unaffiliated third party (or its equityholders) acquiring a majority of the equity of Seller (whether by merger, stock sale or otherwise), such unaffiliated third party and its Affiliates (other than Seller including its businesses known as Standard & Poor’s Rating Services, S&P Capital IQ and its subsidiariesSNL, Platts and S&P/Dow ▇▇▇▇▇ indices) shall not be subject to as conducted, published or engaged in on the restrictions set forth in this Section 7.07 following the completion of such saledate hereof (or any natural extensions thereof).

Non-Competition. (a1) During the Restricted Periodterm hereof, Seller shall without approval by the Board, the Employee will not, and shall cause its subsidiaries not to, directly or indirectly, own, operate, control, manage, or engage in any Competitive Business. (b) Notwithstanding the foregoing, nothing in Section 7.07(a) shall prevent Seller or its subsidiaries from (i) providing any services to Purchaser engage or its Affiliates (including the Company Group) as contemplated by the Transition Services Agreement, (ii) owningbecome interested, directly or indirectly, as a passive investmentowner, securities employee, director, partner, consultant, through stock ownership (except ownership of any Person who engages in a Competitive Business if neither Seller nor any of its subsidiaries, individually or in the aggregate, beneficially owns 10% or not more than one percent (1%) of any class of securities of such Persona corporation which is publicly traded), (iii) acquiringinvestment of capital, by mergerlending of money or property, consolidation, stock or asset acquisitionrendering of services, or otherwise, either alone or in association with others, in any business which competes directly or indirectly with the business of the Employer, (ii) induce or attempt to induce any customer of the Employer to reduce such customer's business with the Employer, or (iii) solicit any of the Employer's employees to leave the employ of the Employer or employ any of such Employees, except for the Employee's administrative assistant. (2) For a period of one (1) year after any termination of employment, the Employee will not, directly or indirectly, (i) engage or become interested, directly or indirectly, as owner, employee, director, partner, consultant, through stock ownership (except ownership of not more than five percent (5%) of any class of securities of a corporation which is publicly traded), investment of capital, lending of money or property, rendering of services, or otherwise, either alone or in association with others, in any healthcare real estate investment trust financing business which competes directly and owningmaterially with the business of the Employer or (ii) solicit any of the Employer's employees to leave the employ of the Employer or employ any of such employees, after such acquisition, a Person or except for the Employee's administrative assistant. The Employee recognizes and acknowledges that her obligations under this Section 5.1(b) are limited to the geographic areas in which the Employer is doing business that, at the time of such acquisitionthe expiration or termination of this Agreement. (3) As used in Sections 5.1, engages in a Competitive Business if such Person or business derived less than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year5.2, (iv) acquiring7.2 and 7.3, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived more than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year and Seller, within twelve (12) months after completion of such acquisition referred to in this clause (iv), winds down, liquidates or enters into a definitive agreement to cause the divesture of the Competitive Business of such Person and thereafter completes such divestiture, or (v) owning, operating, controlling, managing or engaging in any of the Retained Business, as conducted as of the date hereof. In the event of a transaction that results in an unaffiliated third party (term "Employer" shall mean Meditrust Corporation or its equityholders) acquiring a majority of subsidiaries and affiliates. The restrictions on the equity of Seller (whether by merger, stock sale or otherwise), such unaffiliated third party and its Affiliates (other than Seller and its subsidiaries) shall not be subject to the restrictions Employee set forth in this Section 7.07 following 5.1 shall not apply in the completion case of such salea Termination Upon a Change in Control.

Non-Competition. (a) During 14.17.1 Except as permitted in this Section 14.17, during the Restricted Periodperiod commencing on the Effective Time and ending on the second anniversary of the Effective Time, Seller the ▇▇▇▇▇▇▇ Entities agree that they shall not, and shall cause its subsidiaries their affiliates not to, (i) engage in the operation of any Competing Business (defined in Section 14.17.4 below) within five (5) miles of any Facility (a "Territory"), or (ii) acquire, lease, own or be a controlling shareholder, controlling partner, controlling member or controlling equity holder of, or acquire or maintain a controlling interest in, any Competing Business that is located in a Territory. Notwithstanding the foregoing, this Section 14.17 shall not apply to (i) any person that succeeds to a substantial portion of any ▇▇▇▇▇▇▇ Entity's or any of its affiliate's assets, (ii) the acquisition of a Competing Business within a Territory to the extent the aggregate number of Competing Businesses within any one or more Territories constitutes less than twenty (20%) of the facilities acquired by the ▇▇▇▇▇▇▇ Entities or their affiliates in any one transaction or series of related transactions, (iii) any ▇▇▇▇▇▇▇ Entity if such ▇▇▇▇▇▇▇ Entity is acquired by or merged with or into any other person that owns or operates a Competing Business, (iv) any ▇▇▇▇▇▇▇ Entity's (a) ownership and/or operation of Jupiter Care Center in Jupiter, Florida and ▇▇▇▇▇ Point in Orange Park, Florida, which are leased and/or subleased to third-party operators as of the date hereof or any of the Leased Facilities or the Managed Facility and (b) operation of such facilities in the event the applicable ▇▇▇▇▇▇▇ Entity exercises its remedies under any such lease, (v) any of the Facilities for which a Closing does not occur in accordance with the terms and provisions of this Agreement or (vi) any ▇▇▇▇▇▇▇ Entities' ownership and/or operation of the Whispering Pines facility in Newport ▇▇▇▇▇▇, Florida, in the event the sale of such facility has not closed prior to the Effective Time, as currently contemplated. As used herein, "controlling" means having possession, directly or indirectly, ownof the power to direct or cause the direction of the management and policies of a person whether through ownership of voting securities, operate, control, manage, by contract or engage in any Competitive Businessotherwise. (b) Notwithstanding 14.17.2 The ▇▇▇▇▇▇▇ Entities recognize that the foregoing, nothing in Section 7.07(a) shall prevent Seller or its subsidiaries from (i) providing any services to Purchaser or its Affiliates (including the Company Group) as contemplated by the Transition Services Agreement, (ii) owning, directly or indirectly, as a passive investment, securities of any Person who engages in a Competitive Business if neither Seller nor any of its subsidiaries, individually or in the aggregate, beneficially owns 10% or more of any class of securities of such Person, (iii) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived less than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year, (iv) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived more than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year and Seller, within twelve (12) months after completion of such acquisition referred to in this clause (iv), winds down, liquidates or enters into a definitive agreement to cause the divesture of the Competitive Business of such Person and thereafter completes such divestiture, or (v) owning, operating, controlling, managing or engaging in any of the Retained Business, as conducted as of the date hereof. In the event of a transaction that results in an unaffiliated third party (or its equityholders) acquiring a majority of the equity of Seller (whether by merger, stock sale or otherwise), such unaffiliated third party and its Affiliates (other than Seller and its subsidiaries) shall not be subject to the restrictions set forth covenants in this Section 7.07 following 14.17, and the completion territorial, time and other limitations with respect thereto, are reasonable and properly required for the adequate protection of the acquisition of the Purchased Assets by Buyer, and agree that such salelimitations are reasonable with respect to its activities, business and public purpose. The ▇▇▇▇▇▇▇ Entities agrees and acknowledges that the violation of the covenants or agreements in this Section 14.17 would cause irreparable injury to Buyer and that the remedy at law for any violation or threatened violation thereof would be inadequate and that, in addition to whatever other remedies may be available at law or in equity, Buyer shall be entitled to temporary and permanent injunctive or other equitable relief without the necessity of proving actual damages or posting bond. The parties also waive any requirement of proving actual damages in connection with the obtaining of any such injunctive or other equitable relief. 14.17.3 It is the intention of each party hereto that the provisions of this Section 14.17 shall be enforced to the fullest extent permissible under the laws and the public policies of the State of Florida and of any other jurisdiction in which enforcement may be sought, but that the unenforceability (or the modification to conform with such laws or public policies) of any provisions hereof shall not render unenforceable or impair the remainder of this Agreement. Accordingly, if any term or provision of this Section 14.17 shall be determined to be illegal, invalid or unenforceable, either in whole or in part, this Agreement shall be deemed amended to delete or modify, as necessary, the offending provisions and to alter the balance of this Agreement in order to render the same valid and enforceable to the fullest extent permissible as aforesaid. 14.17.4 For purposes of this Section 14.17, the term "Competing Business" means the business of owning and operating skilled nursing or assisted living facilities.

Non-Competition. (a) During The Executive acknowledges and agrees that during the Restricted Period, Seller shall term of her employment with the Company the Executive did not and will not, and shall cause its subsidiaries not tothe Executive agrees that for a period of 18 months after the Termination Date the Executive will not, engage in, participate in, carry on, own, or manage, directly or indirectly, owneither for herself or as a partner, operatestockholder, controlinvestor, manageofficer, director, employee, agent, independent contractor, representative or engage consultant of any person, partnership, corporation or other enterprise, any “Competitive Business” in any jurisdiction in which the Company or its affiliates actively conducts business. For purposes of this Section 3.3, “Competitive Business” means (i) a women’s retail and/or catalog apparel business; or (ii) any other retail or catalog business that competes with any significant business of the Company or its affiliates then conducted or actively being developed by the Company or its affiliates; for this purpose, “significant business of the Company or its affiliates” means a business, product line or product category which generates or is reasonably expected to generate $100 million or more in annual sales. (b) Notwithstanding As of the foregoingdate of this Agreement, nothing a Competitive Business under subsection 3.3(a) above would include, by way of illustration and not by way of limitation, such companies as ▇▇▇ ▇▇▇▇▇▇, The Gap, Chico’s FAS, White House/Blackmarket, J. Crew, Liz Claiborne, Limited Brands, Coldwater Creek, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, and Coach, Inc. (c) The Executive’s engaging in Section 7.07(a) shall prevent Seller the following activities will not be deemed to be engaging or its subsidiaries from participating in a Competitive Business: (i) providing any services to Purchaser or its Affiliates (including the Company Group) as contemplated by the Transition Services Agreement, investment banking; (ii) owning, directly or indirectly, as a passive investment, securities ownership of any Person who engages in a Competitive Business if neither Seller nor any of its subsidiaries, individually or in the aggregate, beneficially owns 10less than 2% or more of any class of securities of such Person, a company; and (iii) acquiringengaging or participating solely in a noncompetitive business of an entity which also separately operates a business which is a “Competitive Business”. (d) The Executive acknowledges, by mergerwith the advice of legal counsel, consolidationthat she understands the foregoing provisions of this Section 3.3 and that these provisions are fair, stock or asset acquisition, or otherwisereasonable, and owning, after such acquisition, a Person or business that, at necessary for the time of such acquisition, engages in a Competitive Business if such Person or business derived less than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year, (iv) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived more than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year and Seller, within twelve (12) months after completion of such acquisition referred to in this clause (iv), winds down, liquidates or enters into a definitive agreement to cause the divesture protection of the Competitive Business of such Person and thereafter completes such divestiture, or (v) owning, operating, controlling, managing or engaging in any of the Retained Business, as conducted as of the date hereof. In the event of a transaction that results in an unaffiliated third party (or its equityholders) acquiring a majority of the equity of Seller (whether by merger, stock sale or otherwise), such unaffiliated third party and its Affiliates (other than Seller and its subsidiaries) shall not be subject to the restrictions set forth in this Section 7.07 following the completion of such saleCompany’s business.

Non-Competition. In consideration of this Agreement, and for other good and valuable consideration provided hereunder, the receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that, during Executive’s employment with the Company and for a period of (a12) During twelve months thereafter, or if longer, a number of months thereafter equal to the Restricted Periodnumber of months of Base Salary continuation received pursuant to Section 1(d)(i), Seller Executive shall not, and shall cause its subsidiaries not towithout the prior written consent of the Company, directly or indirectly, own, operate, control, manage, or engage in any or become associated with a Competitive Business. (b) Notwithstanding the foregoingActivity. For purposes of this Section 2(b), nothing in Section 7.07(a) shall prevent Seller or its subsidiaries from (i) providing a “Competitive Activity” means any business or other endeavor involving products or services that are the same or similar to Purchaser products or its Affiliates services (including the “Company Products or Services”) that any business of the Company Group) as contemplated by the Transition Services Agreement, (ii) owning, directly or indirectly, as a passive investment, securities of any Person who engages is engaged in a Competitive Business if neither Seller nor any of its subsidiaries, individually or in the aggregate, beneficially owns 10% or more of any class of securities of such Person, (iii) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived less than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year, (iv) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived more than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year and Seller, within twelve (12) months after completion of such acquisition referred to in this clause (iv), winds down, liquidates or enters into a definitive agreement to cause the divesture of the Competitive Business of such Person and thereafter completes such divestiture, or (v) owning, operating, controlling, managing or engaging in any of the Retained Business, as conducted providing as of the date hereof. In hereof or at any time during the event of a transaction that results in an unaffiliated third party Term, provided (A) such business or its equityholders) acquiring a majority endeavor constituted at least 20% of the equity revenues of Seller the Company during one of the two Company fiscal years immediately preceding the fiscal year in which Executive’s termination of employment with the Company occurs, and (whether by mergerB) such business or endeavor is in the United States, stock sale or otherwisein any foreign jurisdiction in which the Company provides, or has provided during the Term, the relevant Company Products or Services, and (ii) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or in any other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity. Notwithstanding anything else in this Section 2(b), (1) Executive may become employed by or provide services to a partnership, corporation or other organization that is engaged in a Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement in the Competitive Activity, (2) Executive may own, for investment purposes only, up to five percent (5%) of the outstanding capital stock of any publicly-traded corporation engaged in a Competitive Activity if the stock of such unaffiliated third party corporation is either listed on a national stock exchange or on the NASDAQ National Market System and its Affiliates if Executive is not otherwise affiliated with such corporation, (3) if Executive’s employment hereunder is terminated by the Company for any reason other than Seller and its subsidiariesExecutive’s death, Disability or Cause, or is terminated by Executive for Good Reason, then the restrictions contained in this Section 2(b) shall not lapse, other than with respect to the “personals” business (which includes, without limitation, the business of MatchCo), with respect to which the restrictions contained in this Section 2(b) shall apply, and (4) Executive shall only be subject to the restrictions set forth contained in this Section 7.07 following 2(b) to the completion of such saleextent the activity that would otherwise be prohibited by this Section 2(b) poses a reasonable competitive threat to the Company, which determination shall be made by the Company in good faith.

Non-Competition. Following the Closing Date and for a period of five (a5) During years thereafter (the Restricted "Non-Competition Period"), Seller the Sellers shall not, and shall cause its subsidiaries not to, directly or indirectly, own, operate, control, manage, or : (a) engage in any Competitive business or activity that competes with the Business. , anywhere in the United States or Canada; (b) Notwithstanding enter the foregoingemploy of any person or entity engaged in any business or activity that competes with the Business or render any consulting or other services to any person or entity for use in or with the effect of competing with the Business; or (c) have an interest in any business or activity that competes with the Business, in any capacity, including, without limitation, as an investor, partner, stockholder, officer, director, principal, agent, employee, or creditor; provided, however, that nothing in Section 7.07(a) herein shall prevent Seller the purchase or its subsidiaries from (i) providing any services to Purchaser or its Affiliates (including the Company Group) as contemplated ownership by the Transition Services Agreement, (ii) owning, directly or indirectly, as a passive investment, Sellers of less than 3% of the outstanding equity securities of any Person who engages in a Competitive Business if neither Seller nor any of its subsidiaries, individually or in the aggregate, beneficially owns 10% or more of any class of securities of such Persona company registered under Section 12 of the Securities and Exchange Act of 1934, (iii) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at as amended. Notwithstanding anything to the time of such acquisition, engages in a Competitive Business if such Person or business derived less than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year, (iv) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived more than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year and Seller, within twelve (12) months after completion of such acquisition referred to contrary contained in this clause (iv)Section 8, winds downhis Employment Agreement or the Confidentiality, liquidates or enters into a definitive agreement to cause the divesture of the Competitive Business of such Person Inventions and thereafter completes such divestiture, or (v) owning, operating, controlling, managing or engaging in any of the Retained Business, as conducted Non-Compete Agreement dated as of the date hereof. In of his Employment Agreement, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇▇▇") may, upon (i) termination of employment by the event of a transaction that results Company without Cause (as defined in an unaffiliated third party his Employment Agreement), (ii) resignation by ▇▇▇▇▇▇▇▇▇ for Good Reason (as -38- defined in his Employment Agreement), or its equityholders(iii) acquiring a majority expiration of the equity of Seller Employment Term (whether by merger, stock sale or otherwiseas defined in his Employment Agreement), be employed by (A) a consulting company so long as such unaffiliated third party consulting company is not engaged, and its Affiliates does not become engaged, in the Business or (B) a company in the film distribution, production or exhibition business so long as such company is not engaged, and does not become engaged, in the Business (other than Seller the research, development or production of proprietary back office transaction software for both distributors or exhibitors of filmed and digital entertainment for its subsidiaries) own use or for the use of such company's subsidiaries or affiliates); provided, that, prior to commencing employment with any such company, ▇▇▇▇▇▇▇▇▇ shall not be subject deliver written notice to such company, with a copy to the restrictions set forth Company, of his obligations hereunder and under the terms of his Confidentiality, Inventions and Noncompete Agreement. Notwithstanding anything to the contrary contained in this Agreement or any Employment Agreement or Confidentiality, Inventions and Noncompete Agreement to which a Seller is a party, the provisions of this Section 7.07 following 8.1 and any non-compete covenant in favor of Buyer or its affiliates contained in any other document(s) to which such Seller is a party, shall terminate and be of no further force and effect in the completion event that Buyer is in default, and fails to cure such default within thirty (30) days prior written notice from the applicable Seller, under (i) any obligations under the Note or Pledge Agreement securing such Note, (ii) any payment obligation under this Agreement, or (iii) any obligation of such saleBuyer to issue, deliver and/or permit the sale of any shares of Class A Common Stock issued pursuant to the terms of this Agreement.

Non-Competition. (ai) During Except to the Restricted extent that such obligations are prohibited by applicable law, during the Non-Compete Period, Seller the Executive shall not, and shall cause its subsidiaries not to, directly or indirectly, own, operate, control, manage(A) solicit or encourage any client or customer of the Employer or a Company Affiliate, or engage any person or entity who was a client or customer within 180 days prior to Executive’s action to terminate, reduce or alter in a manner adverse to the Employer, any Competitive Business. existing business arrangements with the Employer or a Company Affiliate or to transfer existing business from the Employer or a Company Affiliate to any other person or entity, (bB) Notwithstanding the foregoing, nothing in Section 7.07(a) shall prevent Seller or its subsidiaries from provide services to any entity if (i) providing the entity competes with the Employer by engaging in any services to Purchaser or its Affiliates (including the Company Group) as contemplated business engaged in by the Transition Services AgreementEmployer, or (ii) owningthe services to be provided by the Executive to the entity are competitive with the Employer or substantially similar to those previously provided by the Executive to the Employer; provided, directly however, that following a Change in Control, Section 7(d)(i)(B)(i) shall not apply to the Executive, or indirectly(C) own an interest in any entity described in subsection (B)(i) immediately above; provided, however, that Executive may own, as a passive investmentinvestor, securities of any Person who engages such entity that has outstanding publicly traded securities so long as his direct holdings in a Competitive Business if neither Seller nor any of its subsidiaries, individually or such entity shall not in the aggregate, beneficially owns 10aggregate constitute more than 5% or more of any class of securities the voting power of such Person, (iii) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisitionentity. For purposes of this Section 7(d), a Person “client or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived less than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year, (iv) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived more than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year and Seller, within twelve (12) months after completion of such acquisition referred customer” shall be limited to in this clause (iv), winds down, liquidates or enters into a definitive agreement to cause the divesture any actual borrower of the Competitive Business of such Person and thereafter completes such divestiture, or Employer (v) owning, operating, controlling, managing or engaging in any of the Retained Business, as conducted as of the date hereof. In the event of a transaction that results in an unaffiliated third party (or its equityholders) acquiring a majority of the equity of Seller (whether by merger, stock sale or otherwise), such unaffiliated third party and its Affiliates (other than Seller and its subsidiaries) shall not be subject to the restrictions set forth in the Employer’s CAM or substantially similar successor or related system) and any other entity in the “term sheet issued,” “term sheet executed” or “credit committee approved” categories listed in the Employer’s DealTracker or substantially similar successor or related system. The Executive agrees that, before providing services, whether as an employee or consultant, to any entity during the Non-Compete Period, he will provide a copy of this Agreement to such entity, and such entity shall acknowledge to the Employer in writing that it has read this Agreement. The Executive acknowledges that this covenant has a unique, very substantial and immeasurable value to the Employer, that the Executive has sufficient assets and skills to provide a livelihood for the Executive while such covenant remains in force and that, as a result of the foregoing, in the event that the Executive breaches such covenant, monetary damages would be an insufficient remedy for the Employer and equitable enforcement of the covenant would be proper. (ii) If the restrictions contained in Section 7.07 following 7(d)(i) shall be determined by any court of competent jurisdiction to be unenforceable by reason of their extending for too great a period of time or over too great a geographical area or by reason of their being too extensive in any other respect, Section 7(d)(i) shall be modified to be effective for the completion maximum period of such saletime for which it may be enforceable and over the maximum geographical area as to which it may be enforceable and to the maximum extent in all other respects as to which it may be enforceable.

Non-Competition. Except as expressly permitted herein, effective as of the date hereof Executive agrees that he shall not (aother than for the benefit of the Company pursuant to this Agreement), until after 11:59 p.m. on February 28, 2002: (i) During the Restricted Period, Seller shall not, and shall cause its subsidiaries not to, directly or indirectly, ownindividually or as an officer, operatedirector, controlemployee, manageshareholder, consultant, contractor, partner, joint venturer, agent, equity owner or in any capacity whatsoever, (A) engage in any Competitive Business. radio broadcasting business that transmits a primary or city-grade signal within a Metro Survey Area (bas currently defined by The Arbitron Company in its Radio Markets Reports) Notwithstanding in which (1) a station, which as of the foregoingEffective Time, nothing in Section 7.07(a) shall prevent Seller or its subsidiaries from (i) providing any services to Purchaser or its Affiliates (including is directly operated by the Company Group) as contemplated by the Transition Services Agreement, (ii) owning, directly or indirectly, as a passive investment, securities of any Person who engages in a Competitive Business if neither Seller nor any of its subsidiaries, individually transmits a primary or in city-grade signal or (2) a station, which as of the aggregate, beneficially owns 10% Effective Time is under binding contract to be acquired by the Company or more any of any class of securities of such Person, (iii) acquiring, by merger, consolidation, stock or asset acquisition, or otherwiseits affiliates and is identified on Annex IV attached hereto, and owning, after such acquisition, a Person which shall be directly operated by the Company or business that, at the time any of its subsidiaries upon consummation of such acquisition, engages in transmits a Competitive Business if primary or city grade signal (all such Person areas being collectively called the "GEOGRAPHIC AREA") (a "COMPETING BUSINESS"), (B) hire, attempt to hire, or business derived less than 15% contact or solicit with respect to hiring any employee of the Company or any of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year, (iv) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived more than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year and Seller, within twelve (12) months after completion of such acquisition referred to in this clause (iv), winds down, liquidates or enters into a definitive agreement to cause the divesture of the Competitive Business of such Person and thereafter completes such divestituresubsidiaries, or (vC) owningdivert or take away any customers or suppliers of the Company or any of its subsidiaries in the Geographic Area. Notwithstanding the foregoing, operating, controlling, managing or engaging the Company agrees that Executive may own less than five percent of the outstanding voting securities of any publicly traded company that is a Competing Business so long as Executive does not otherwise participate in such competing business in any way prohibited by the preceding clause; and (ii) use Executive's access to, knowledge of, or application of the Retained Confidential Information and Trade Secrets to perform any duty for any Competing Business, as conducted as of the date hereof. In the event of a transaction ; it being understood and agreed to that results in an unaffiliated third party (or its equityholders) acquiring a majority of the equity of Seller (whether by merger, stock sale or otherwise), such unaffiliated third party and its Affiliates (other than Seller and its subsidiariesthis Section 7(a)(ii) shall be in addition to and not be subject to construed as a limitation upon the restrictions set forth covenants in this Section 7.07 following the completion of such sale7(a)(i) hereof.

Non-Competition. (a) During From the Restricted PeriodClosing and for two years thereafter, Seller shall Sellers will not, and shall will cause its subsidiaries their Affiliates not to, directly or indirectly, own, operate, control, manage, or engage indirectly anywhere in the United States and in any Competitive Business. (b) Notwithstanding other jurisdiction in which the foregoingAcquired Business operates, nothing in Section 7.07(a) shall prevent Seller or its subsidiaries from (i) providing engage in, own any interest in, invest in, lend funds to, or provide any management, consulting, financial, administrative or other services to Purchaser any business that sells or its Affiliates markets automotive towing systems and/or roof-mounted or hitch-mounted load-carrying systems in the automotive aftermarket, except for roof rails and cross-rails in the original equipment suppliers market (including the Company Group) as contemplated by the Transition Services Agreement“Restricted Market”), directly or indirectly in any manner, (ii) owningsolicit, sell or attempt to sell automotive towing systems and/or roof-mounted or hitch-mounted load-carrying systems in the automotive aftermarket to any Person that is a customer of the Acquired Business (or any successor), (iii) disclose any confidential or non-public information regarding the Acquired Business or the Acquired Assets to any third party or (iv) directly or indirectly solicit or encourage to leave employ or contract or offer to employ or contract with any Person who is (or was during the previous 12 months) an employee or independent contractor of the Acquired Business (or any successor) who is (A) at management-level or above, (B) employed in a sales or account management capacity or (C) engaged in research and development activities, and, in the case of (B) and (C), earns more than $40,000 per year, or who is (or was during the previous 12 months) hired by Purchaser in connection with the transactions contemplated hereby; provided, that notwithstanding the foregoing Sellers and their Affiliates may (x) continue to own the Retained Businesses, and to operate those businesses substantially as now conducted, (y) own, directly or indirectly, solely as a passive an investment, securities of any Person who engages in that are traded on any national securities exchange or Nasdaq if Sellers and their Affiliates collectively (1) are not a Competitive Business if neither Seller nor any controlling Person of, or a member of its subsidiariesa group that controls such Person and (2) do not, individually directly or in the aggregateindirectly, beneficially owns 10% own two percent or more of any class of securities of such PersonPerson and (z) acquire and hold interests in or securities of any Person that derived 15% or less of its total annual revenues in its most recent fiscal year from the sale of automotive towing systems and/or roof-mounted or hitch-mounted load-carrying systems in the automotive aftermarket; provided, (iii) acquiringfurther, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a that the provisions of this Section 5.8 shall not apply to any Person or business that, at that acquires the time of such acquisition, engages in a Competitive Retained Business if such Person operates or conducts business derived less than 15% in the Restricted Market prior to such person’s acquisition of its total consolidated annual revenues from a Competitive the Retained Business in its most recently completed fiscal year, (iv) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived more than 15% $10 million of its total consolidated annual revenues from a Competitive Business such business in its fiscal year most recently completed fiscal year and Seller, within twelve (12) months after completion of such ended prior to the acquisition referred to in this clause (iv), winds down, liquidates or enters into a definitive agreement to cause the divesture of the Competitive Business of such Person and thereafter completes such divestiture, or (v) owning, operating, controlling, managing or engaging in any of the Retained Business. Notwithstanding the foregoing, as conducted as the provisions of this Section 5.8 shall not apply to any company or business acquired by ▇▇▇▇▇▇ ▇▇▇▇▇▇, Inc. or any of the date hereof. In funds or accounts managed by it that conducts business or operates in the event Restricted Market, so long as such company or business is not functionally combined with the Retained Business or any material portion thereof. (b) The parties hereto recognize that the Laws and public policies of a transaction that results in an unaffiliated third party (or its equityholders) acquiring a majority of the equity of Seller (whether by merger, stock sale or otherwise), such unaffiliated third party and its Affiliates (other than Seller and its subsidiaries) shall not be subject various jurisdictions may differ as to the restrictions validity and enforceability of covenants similar to those set forth in this Section. It is the intention of the parties that the provisions of this Section 7.07 following be enforced to the completion fullest extent permissible under the Laws and policies of each jurisdiction in which enforcement may be sought, and that the unenforceability (or the modification to conform to such Laws or policies) of any provisions of this Section shall not render unenforceable, or impair, the remainder of the provisions of this Section. Accordingly, if any provision of this Section shall be determined to be invalid or unenforceable, such invalidity or unenforceability shall be deemed to apply only with respect to the operation of such saleprovision in the particular jurisdiction in which such determination is made and not with respect to any other provision or jurisdiction. Furthermore, if in any jurisdiction in which any provision of this Section otherwise would be unenforceable, the provision would be enforceable if reduced in extent, then for conduct in that particular jurisdiction only, the relevant provision shall be deemed reduced in scope to the extent required to render it enforceable. The parties to this Agreement acknowledge and agree that any remedy at law for any breach of the provisions of this Section would be inadequate, and Sellers hereby consent to the granting by any court of an injunction or other equitable relief, without the necessity of actual monetary loss being proved, in order that the breach or threatened breach of such provisions may be effectively restrained.

Non-Competition. Executive acknowledges that the services to be rendered by him to the Company (which, as used in this Section 9, shall be deemed to include the Company and each of its Subsidiaries) are of a special and unique character. In consideration of his employment hereunder, Executive agrees, for the benefit of the Company, that he will not (other than in connection with performing his duties for the Company or its affiliates): (a) During during the Restricted Period, Seller Term and (provided that the Company shall not, and after the Date of Termination, have remained in material breach of any of its material obligations to Executive, under this Agreement or otherwise, for more than ten (10) days after Executive shall cause its subsidiaries not tohave given the Company written notice requesting cure of such material breach) for twelve (12) months thereafter: (i) engage, directly or indirectly, ownwhether as principal, operateagent, controlrepresentative, manageconsultant, employee, partner, stockholder, limited partner or engage other investor (other than a passive investment of not more than (x) five percent (5%) of the stock or equity of any corporation the capital stock of which is publicly traded or (y) five percent (5%) of the ownership interest of any limited partnership or other entity) or otherwise, within the United States of America, in any Competitive Business. (b) Notwithstanding business that competes directly and materially with the foregoing, nothing in Section 7.07(a) shall prevent Seller or its subsidiaries from (i) providing any services to Purchaser or its Affiliates (including business conducted by the Company Group) as contemplated by of the Transition Services Agreement, Date of Termination or (ii) owning, directly solicit or indirectly, as a passive investment, securities of any Person who engages in a Competitive Business if neither Seller nor any of its subsidiaries, individually or in the aggregate, beneficially owns 10% or more of any class of securities of such Person, (iii) acquiring, by merger, consolidation, stock or asset acquisitionentice, or otherwiseattempt to solicit or entice, and owningaway from the Company, after such acquisitioneither for his own account or for any individual, a Person firm or business thatcorporation, any person known by him to have been, at any time during the time of such acquisition, engages in a Competitive Business if such Person or business derived less than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year, (iv) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived more than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year and Seller, within twelve (12) months after completion of prior to such acquisition referred to in this clause (iv)solicitation, winds downenticement or attempt, liquidates or enters into a definitive agreement to cause the divesture of the Competitive Business of such Person and thereafter completes such divestitureborrower from, a lender to, or (v) owninga direct and material participant in a substantial financial transaction with, operatingthe Company, controllingor to have been actively solicited by the Company to become a borrower from, managing a lender to, or engaging a direct and material participant in any a substantial financial transaction with, the Company; provided, however, that the provisions of the Retained Business, as conducted as of the date hereof. In the event of a transaction that results in an unaffiliated third party (or its equityholders) acquiring a majority of the equity of Seller (whether by merger, stock sale or otherwise), such unaffiliated third party and its Affiliates (other than Seller and its subsidiariesthis Section 9(a)(ii) shall not apply to, and thus shall not be subject deemed to restrict, any solicitation, enticement or attempt made on behalf of a venture or business that does not compete directly and materially with the Company in investment activities relating to the real estate industry; and provided, further, that the restrictions set forth in this Section 7.07 9(a) shall not apply after the Date of Termination if Executive's employment with the Company is terminated by the Company Without Cause, or by Executive with Good Reason in accordance with this Agreement, and the Company fails to pay Executive, within seven (7) days following the completion Date of Termination, a lump-sum amount that—when added to the amount paid to him under Section 5(c)(i) and disregarding any other amount paid to him—results in his receiving an aggregate lump-sum amount of $5,000,000 within seven (7) days following the Date of Termination; or (b) during the Term and (provided that the Company shall not, after the Date of Termination, have remained in material breach of any of its material obligations to Executive, under this Agreement or otherwise, for more than ten (10) days after Executive shall have given the Company written notice requesting cure of such salematerial breach) for twelve (12) months thereafter: (i) solicit or entice, or attempt to solicit or entice, away from the Company any individual who is known by Executive to then be an officer or employee of the Company either for his own account or for any individual, firm or corporation, whether or not such individual would commit a breach of a contract of employment by reason of leaving the service of the Company or (ii) employ, directly or indirectly, any person who is known by Executive to have been, during the twelve (12) months prior to employment by Executive, an officer, employee or sales representative of the Company. Executive understands that the provisions of this Section 9 may limit his ability to earn a livelihood in a business similar to the business of the Company but nevertheless agrees and hereby acknowledges that (A) such provisions do not impose a greater restraint than is necessary to protect the goodwill or other business interests of the Company, (B) such provisions contain reasonable limitations as to time and scope of activity to be restrained, (C) such provisions are not harmful to the general public, (D) such provisions are not unduly burdensome to Executive, and (E) the consideration provided hereunder is sufficient to compensate Executive for the restrictions contained in such provisions. In consideration thereof and in light of Executive's education, skills and abilities, Executive agrees that Executive will not assert in any forum that such provisions prevent Executive from earning a living or otherwise are void or unenforceable or should be held void or unenforceable.

Non-Competition. A. In the event of the Employee's voluntary withdrawal from GCOR's employment (awhich is not a Resignation for Good Reason) During prior to a change in GCOR's ownership or control in which more than fifty (50) percent of GCOR's outstanding shares of common stock are acquired in one or more transaction(s) by an unaffiliated third party or GCOR's discharge of the Restricted PeriodEmployee for Cause as defined in paragraph 7 of the Employment Agreement to which this Exhibit A is appended prior to a change in GCOR's ownership or control in which more than fifty (50) percent of GCOR's outstanding shares of common stock are acquired in one or more transaction(s) by an unaffiliated third party, Seller until the expiration of a 18-month period commencing on the date of such termination of his employment, the Employee shall not, and shall cause its subsidiaries not to, directly or indirectly, own, operate, control, manage, or engage in any Competitive Business. (b) Notwithstanding the foregoing, nothing in Section 7.07(a) shall prevent Seller or its subsidiaries from (i) providing any services to Purchaser or its Affiliates (including the Company Group) as contemplated by the Transition Services Agreement, (ii) owning, compete directly or indirectly, as a passive investmentprincipal, securities of any Person who engages in a Competitive Business if neither Seller nor any of its subsidiaries, individually or in the aggregate, beneficially owns 10% or more of any class of securities of such Person, (iii) acquiring, by merger, consolidation, stock or asset acquisitionon his own account, or otherwiseas a shareholder in, and owningor be an employee of or consultant to, after such acquisitionany corporation or other legal entity, a Person including limited or general partnerships, or carry out any activities which are competitive with or would be inimical to the technology or business thatinterests of GCOR. The Employee, at further, shall not (during the time of such acquisition, engages in a Competitive Business if such Person or business derived less than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year, (iv) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived more than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year and Seller, within twelve (12) months after completion of such acquisition period referred to in the first sentence of this clause paragraph A) extend credit or lend money for the purpose of establishing or operating any such business, nor furnish any information (iv)including the information subject to the restriction in paragraph l above) or give advice, winds downeither directly or indirectly, liquidates to any such third party, corporation or enters into business entity of any kind. The non-compete restrictions of this paragraph A shall apply, in the case of a definitive agreement large corporation conducting business in diverse business fields, only to cause the divesture of the Competitive Business employment or competition in that unit, division, subsidiary or other part of such Person and thereafter completes such divestiture, corporation (or other legal entity) in competition with GCOR. If prior to a change in GCOR's ownership or control in which more than fifty (v50) owning, operating, controlling, managing percent of GCOR's outstanding shares of common stock are acquired in one or engaging in any of the Retained Business, as conducted as of the date hereof. In the event of a transaction that results in more transaction(s) by an unaffiliated third party the Employee is involuntarily terminated without Cause or if he terminates his employment due to a Resignation for Good Reason, he will receive Termination Compensation as contemplated by his Employment Agreement unless he becomes employed by a competitor as described above or otherwise violates the terms of this agreement. At that time, all compensation from GCOR (as contemplated by the preceding sentence) ceases. If after a change in GCOR's ownership or its equityholderscontrol in which more than fifty (50) acquiring a majority percent of the equity GCOR's outstanding shares of Seller (whether common stock are acquired in one or more transaction(s) by merger, stock sale or otherwise), such an unaffiliated third party the Employee is involuntarily terminated without Cause or if he terminates his employment due to a Resignation for Good Reason, he will receive Enhanced Termination Compensation as contemplated by his Employment Agreement. B. It is recognized by GCOR and its Affiliates (other than Seller the Employee that his efforts, and its subsidiaries) shall not be subject those of his fellow employees are critically important to the restrictions set forth in this Section 7.07 following overall profitability of GCOR. The future profitability of GCOR is also linked to the completion continuing services of the Employee and the covenant of the Employee not to compete with GCOR should he choose to leave the employ of GCOR. C. It is understood and agreed that the present and proposed business of GCOR is becoming increasingly competitive and that there is an ever increasing risk that competing companies may seek to hire the employees of GCOR who are critical to its continued success, not only because of the abilities of such saleemployees, but also because of the proprietary knowledge acquired by such employees while at GCOR.

Non-Competition. (a) During For a period of three (3) years and six (6) months commencing on the Closing Date (the “Restricted Period”), Seller Sellers shall not, and shall cause its subsidiaries not permit any of their respective Affiliates to, directly or indirectly, own(1) own or operate (A) a mobile wireless network in the Territory or (B) AT&T branded retail stores primarily selling consumer mobile wireless services in the Territory, operate, control, managein each case other than through the Transferred Companies or the Buyer, or (2) engage in targeted advertising (including through Affiliates or through any Competitive Businessbundling of Sellers’ or their Affiliates’ services with any mobile wireless service in the Territory) directed at Persons residing within the Territory for the provision of mobile wireless voice or mobile wireless data communications services to such Persons (excluding all national or global advertising campaigns not specifically targeting Persons in the Territory) (“Restricted Activities”); provided that the restrictions in this Section 6.22 shall not apply to any of the following: (i) investments directly or indirectly in the “beneficial ownership” of capital stock or other equity or voting interests within the meaning of Rule 13d-3 under the Exchange Act of 1934, as amended, of any Person engaged in Restricted Activities in the Territory representing up to fifteen percent (15%) of the voting power of all outstanding capital stock of or other equity or voting interests of such Person; (ii) engaging directly or indirectly in any transaction or series of related transactions resulting in an acquisition (of assets, equity or other securities), merger, consolidation or other reorganization (“Strategic Transaction”) with or with respect to any Person or business engaging in any activities in the Territory that would otherwise constitute Restricted Activities but where such activities in the Territory represent ten percent (10%) or less of the overall value of the Strategic Transaction as determined by the purchase price or similar consideration reasonably allocated to such activities of such Person or business in the Territory; (iii) any goods or services sold to any Governmental Entity, any instrumentality thereof or prime contractor to the foregoing in connection with global services provided by Sellers and their Affiliates; (iv) all or any portion of the FirstNet services or global services provided by Sellers and their Affiliates or any global or FirstNet account or business of Sellers or their Affiliates; (v) all or any portion of the DirecTV line of business of Sellers or their Affiliates (provided, however, that this clause shall not be interpreted to permit Sellers or any of their Affiliates to violate clause (2) above); (vi) any activities of Sellers or their Affiliates in support of their internal operations and/or activities that are not Restricted Activities; and (vii) obtaining numbering resources to serve (1) customers of mobile wireless voice and mobile wireless data communications services with billing addresses outside Puerto Rico and USVI but with phone numbers having a Numbering Plan Area (i.e., area code) assigned to Puerto Rico or USVI or (2) global or FirstNet accounts or customers located in Puerto Rico or USVI. (b) Notwithstanding Sellers acknowledge that the foregoing, nothing restrictions contained in this Section 7.07(a) shall prevent Seller or its subsidiaries from (i) providing any services 6.22 are reasonable and necessary to Purchaser or its Affiliates (including protect the Company Group) as legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by the Transition Services this Agreement, (ii) owning, directly or indirectly, as a passive investment, securities of any Person who engages in a Competitive Business if neither Seller nor any of its subsidiaries, individually or in the aggregate, beneficially owns 10% or more of any class of securities of such Person, (iii) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived less than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year, (iv) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived more than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year and Seller, within twelve (12) months after completion of such acquisition referred to in this clause (iv), winds down, liquidates or enters into a definitive agreement to cause the divesture of the Competitive Business of such Person and thereafter completes such divestiture, or (v) owning, operating, controlling, managing or engaging in any of the Retained Business, as conducted as of the date hereof. In the event of a transaction that results in an unaffiliated third party (or its equityholders) acquiring a majority of the equity of Seller (whether by merger, stock sale or otherwise), such unaffiliated third party and its Affiliates (other than Seller and its subsidiaries) shall not be subject to the restrictions set forth any covenant contained in this Section 7.07 following 6.22 should ever be adjudicated to exceed the completion time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court of competent jurisdiction is expressly empowered and requested to reform such salecovenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 6.22 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.

Non-Competition. Each of the Selling Shareholders, in its own name and on behalf of its owners, founders, shareholders, partners, members, directors, officers, employees and affiliates, hereby undertakes that during the Pre-Closing period and a period of four (4) years from the Closing Date, it shall not directly or indirectly permit or conduct any of the following, without the prior written consent of the Purchaser (which may be denied at the Purchaser’s sole discretion and without reasoning): (a) During carry on, engage in, have any interest in, acquire or aid or assist anyone else to engage in, have any interest in, whether for consideration or otherwise, in any capacity whatsoever (including, without limitation, as an owner, founder, shareholder, partner, member, advisor, director, officer, consultant, contractor, agent, employee, affiliate or co-venturer of any Person) in any Competing Business. Notwithstanding the Restricted Periodforegoing, Seller no Selling Shareholder shall notbe prohibited from holding or taking a financial interest in securities of a public company in the Competing Business which are held for investment purposes only, if (x) such interest amounts to less than 5% (five percent) of the issued securities of a company which is listed on a generally recognized stock exchange; and shall cause its subsidiaries (y) such interest carries less than 5% (five percent) of the voting rights (if any) attaching to the issued securities of the issuer; and (z) Selling Shareholder is not toinvolved in any way whatsoever in the management of the issuer of the securities other than by the exercise of voting rights attached to the securities and does not have any other additional minority rights in the issuer; (b) solicit or offer the employment or engagement, directly or indirectly, ownfor itself or for a third party, operateof any current and/or future officer or employee of the Company, controlits Affiliates, manage, Subsidiaries or engage in any Competitive Business.distributors; (bc) Notwithstanding the foregoing, nothing in Section 7.07(a) shall prevent Seller or its subsidiaries from (i) providing any services to Purchaser or its Affiliates (including the Company Group) as contemplated by the Transition Services Agreement, (ii) owningactually employ, directly or indirectly, for itself or for a third party, any current and/or future officer or employee of the Company, its Affiliates, Subsidiaries or distributors; (d) each undertaking contained in this Section 5.10 above shall be read and construed independently of the other covenants and obligations therein contained so that if one or more should be held to be invalid as a passive investment, securities an unreasonable restraint of trade or for any Person who engages in a Competitive Business if neither Seller nor any of its subsidiaries, individually or in other reason whatsoever then the aggregate, beneficially owns 10% remaining covenants and obligations shall be valid to the extent that they are not held to be invalid. If one or more of any class of securities of such Person, (iii) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, the covenants and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived less than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year, (iv) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived more than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year and Seller, within twelve (12) months after completion of such acquisition referred to obligations contained in this clause (iv)Section 5.9 is held invalid as an unreasonable restraint of trade or for any other reason whatsoever, winds down, liquidates or enters into a definitive agreement to cause the divesture but would have been held valid if part of the Competitive Business wording thereof had been deleted or the period thereof reduced or the range of activities or area dealt with thereby reduced in scope, the said covenants and obligations shall apply with such Person modifications as may be necessary to make them valid and thereafter completes such divestiture, effective; and (e) The covenants and obligations contained in this Section 5.9 are considered by the Parties to be reasonable in all circumstances and each Party undertakes not to contend or (v) owning, operating, controlling, managing or engaging in dispute any of the Retained Business, aforementioned covenants and obligations; (f) The Selling Shareholders further acknowledge that they will receive as conducted as an element of the date hereof. In Aggregate Purchase Price full and fair compensation for the event of a transaction restrictions under this Section 5.10. (g) Notwithstanding the aforementioned, it is agreed that results the non-competition undertakings in an unaffiliated third party (or its equityholders) acquiring a majority of the equity of Seller (whether by merger, stock sale or otherwise), such unaffiliated third party and its Affiliates (other than Seller and its subsidiaries) accordance with this Section 5.10 shall not be subject apply to the restrictions set forth in this Section 7.07 following Company’s current CEO, ▇▇▇▇ ▇▇▇▇▇▇▇ and entities (corporations, trusts etc.) directly or indirectly controlled by him for a period of four (4) years starting from the completion termination of such salehis services to the Company.

Non-Competition. (a) During Except as permitted in this Section 6.11 during the Restricted Periodperiod commencing at the Effective Time and ending on the second anniversary of the Effective Time, Seller HCA agrees that it shall not, and shall cause each of its subsidiaries Controlled Subsidiaries not to, directly or indirectly, own, operate, control, manage(i) engage in the operation of any Competing Business located within the Territory, or engage in (ii) acquire, lease, construct, develop or own any Competitive BusinessCompeting Business located within the Territory, or (iii) be a controlling shareholder, controlling partner, controlling member or controlling equity holder of, exercise management control over, or acquire or maintain a controlling interest in, any Competing Business that is located within the Territory (items (i) through (iii) collectively, “Restricted Activities”). (b) Notwithstanding the foregoingThis Section 6.11 shall continue to apply if HCA is acquired by or merged with or into any other Person that engages in Restricted Activities, nothing in Section 7.07(a) but shall prevent Seller or its subsidiaries from not apply to (i) providing any services to Purchaser Restricted Activities of such other Person existing as of the effective time of such merger or its Affiliates sale (including the Company Groupcompletion of (A) as contemplated by the Transition Services Agreementacquisition, development or construction of a Competing Business, or (B) the acquisition of an interest in a Person that is engaged in Restricted Activities, that, in either case, is under way at the effective time of the merger or acquisition), (ii) owningexpansions and extensions of such existing exempt Restricted Activities, or (iii) insofar as the Restricted Activities described in clauses (i) and (ii), above, are concerned, to such other Person or its Affiliates that engage in such Restricted Activities. (c) Nothing herein contained shall be deemed to prevent or limit the right of HCA or any of its Controlled Subsidiaries to purchase, acquire, merge or consolidate with, by any means whatsoever (and, thereafter, to own or operate), any Person (or the assets of any Person) that engages in Restricted Activities so long as the Person or assets that are purchased or acquired have or include five or more general acute care hospitals, with at least 4 of such hospitals located outside the Territory. Additionally, the covenants in Section 6.11(a) will not apply to (i) any Persons or assets, operations or facilities that cease to be owned, directly or indirectly, as a passive investmentby HCA, securities of any Person who engages in a Competitive Business if neither Seller nor any of including assets, operations or facilities that may be divested or spun-off by HCA or its subsidiaries, individually or in the aggregate, beneficially owns 10% or more of any class of securities of such PersonAffiliates, (iiiii) acquiring, any transitional services (including IT and billing/collections services) provided by merger, consolidation, stock or asset acquisition, on behalf of HCA or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if its Affiliates to (A) any such Person or business derived less than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal yearassets, (iv) acquiring, by merger, consolidation, stock operations or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived more than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year and Seller, within twelve (12) months after completion of such acquisition facilities referred to in this clause (iv), winds down, liquidates or enters into a definitive agreement to cause the divesture of the Competitive Business of such Person and thereafter completes such divestiture, i) above or (vB) owningany Persons in which HCA has, operatingdirectly or indirectly, controlling, managing or engaging in any of non-controlling ownership interest. (d) HCA recognizes that the Retained Business, as conducted as of the date hereof. In the event of a transaction that results in an unaffiliated third party (or its equityholders) acquiring a majority of the equity of Seller (whether by merger, stock sale or otherwise), such unaffiliated third party and its Affiliates (other than Seller and its subsidiaries) shall not be subject to the restrictions set forth covenants in this Section 7.07 following 6.11, and the completion territorial, time and other limitations with respect thereto, are reasonable and properly required for the adequate protection of the acquisition of the Acquired Company Ownership Interests by Purchaser, and agrees that such salelimitations are reasonable with respect to its activities, business and public purpose. HCA agrees and acknowledges that the violation of the covenants or agreements in this Section 6.11 would cause irreparable injury to Purchaser and that the remedy at law for any violation or threatened violation thereof would be inadequate and that, in addition to whatever other remedies may be available at law or in equity, Purchaser shall be entitled to temporary and permanent injunctive or other equitable relief without the necessity of proving actual damages or posting bond. The parties hereto also waive any requirement of proving actual damages in connection with the obtaining of any such injunctive or other equitable relief. (e) It is the intention of each party hereto that the provisions of this Section 6.11 shall be enforced to the fullest extent permissible under the laws and the public policies of the state in which the applicable portion of the Territory is located, but that the unenforceability (or the modification to conform with such laws or public policies) of any provisions hereof shall not render unenforceable or impair the remainder of this Agreement. Accordingly, if any term or provision of this Section 6.11 shall be determined to be illegal, invalid or unenforceable, either in whole or in part, this Agreement shall be deemed amended to delete or modify, as necessary, the offending provisions and to alter the balance of this Agreement in order to render the same valid and enforceable to the fullest extent permissible as aforesaid.

Non-Competition. (a) During the period beginning on the Closing Date and ending on the date that is three years and six months after the Closing Date (the “Restricted Period”), Seller shall not, and shall cause its subsidiaries Affiliates (together with Seller, the “Restricted Entities”) not to, directly or indirectly, own, operate, control, manage, issue or engage sell in any Competitive state or jurisdiction within the United States, any products or services of a type that comprises part of the Business as of the date hereof and that was underwritten, issued, sold, renewed or serviced as part of the Business during the two years prior to the date hereof (the “Competing Businesses”); provided , however , that this Section 5.13 shall not prohibit or in any way prevent or restrict: (a) any Restricted Entity from operating any business other than the Business (including the business described in the proviso included in the definition of “Business.”) or from operating the Business from and after the time at which the Business or any portion thereof is recaptured under any coinsurance agreement; (b) Notwithstanding the foregoing, nothing in Section 7.07(a) shall prevent Seller or its subsidiaries any Restricted Entity from providing (i) providing any services to Purchaser provider network access or its Affiliates (including the Company Group) as contemplated by the Transition Services Agreement, network management services; (ii) owningmedical management, case management, or cost containment services; or (iii) administrative services for short-term disability plans that are provided in conjunction with a self-funded plan sponsor’s medical benefits coverage or plan that is administered or serviced by a Restricted Entity. (c) any Restricted Entity from performing any act or conducting any business expressly required by this Agreement or any other Transaction Agreement; (d) any Restricted Entity from entering into a reinsurance agreement or similar arrangement primarily reinsuring the Competing Business of a ceding company that is not a Restricted Entity, so long as none of the Restricted Entities engages in the issuing, underwriting, selling, distributing, marketing, delivering, cancelling or administering of such underlying reinsured business; (e) any Restricted Entity from (A) making any investment or providing advisory services (or activities related thereto) in a fiduciary or agency capacity and carried out on behalf of clients or other third party beneficiaries in the ordinary course of business, or (B) making passive investments for general insurance accounts or investment management, proprietary investing or trading activities in the ordinary course of its businesses; provided that in no event shall the aggregate ownership interest held by Restricted Entities in any Person engaged in a Competing Business, whether directly or indirectly, as a passive investment, securities equal or exceed 20% of any Person who engages in a Competitive Business if neither Seller nor any of its subsidiaries, individually the aggregate voting power or in the aggregate, beneficially owns 10% or more of any class of issued and outstanding equity securities of such Person, subject to Sections 5.13(f) and (iiig) acquiringbelow; (f) the ownership of, by any affiliation with, or the conduct of any other activity with respect to, a Person that conducts, either directly or indirectly, a Competing Business (any such person, together with all of its Affiliates, a “Competing Person”) that is the result of (A) the merger, consolidation, stock share exchange, sale or asset acquisitionpurchase of assets, scheme of arrangement or otherwise, and owning, after such acquisition, a similar business combination involving any Restricted Entity with any Competing Person or business that(B) the acquisition of 20% or more of the voting power or outstanding equity interests in any Competing Person by any Restricted Entity, if, in the case of either (A) or (B), at least 66 2/3% of the time total consolidated revenues of such acquisitionCompeting Person in the calendar year prior to such ownership or affiliation was derived from activities that do not constitute Competing Business; provided , engages however , that such Restricted Entity may proceed with such acquisition of a Competing Person that derived in a Competitive Business if such Person or business derived less than 15excess of 33 1/3% of its total consolidated annual revenues from a Competitive Business in its most recently completed recent fiscal yearyear from activities that constitute Competing Business only if such Restricted Entity divests, (iv) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such within 24 months of its acquisition, a Person or business that, at the time sufficient portion of such acquisition, engages in a Competitive Competing Person such that the total consolidated revenues from activities that constitute Competing Business if that remain with any such Competing Person or business derived more after such divestment over the last four full fiscal quarters prior to such acquisition are not greater than 1533 1/3% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year and Seller, within twelve for such period; or (12g) months after completion of such acquisition referred subject to in this the foregoing clause (ivf), winds down, liquidates any Restricted Entity from foreclosing on collateral of or enters into a definitive agreement to cause the divesture acquiring any of the Competitive Business of such Person and thereafter completes such divestitureoutstanding capital stock or other interests in any person that has outstanding indebtedness to any Restricted Entity, or (v) owning, operating, controlling, managing or engaging in any activities otherwise prohibited by this Section 5.13 in connection with any such Person as a result of the Retained Business, as conducted as of the date hereof. In the event of a transaction that results in an unaffiliated third party (or its equityholders) acquiring a majority of the equity of Seller (whether by merger, stock sale or otherwise), such unaffiliated third party and its Affiliates (other than Seller and its subsidiaries) shall not be subject to the restrictions set forth in this Section 7.07 following the completion acquisition of such salecapital stock or other interests in connection with a debt previously contracted.

Non-Competition. (a) During For a period of one year after the Restricted PeriodClosing Date (the "NON-COMPETE TERM"), neither Seller shall notnor any of its Affiliates shall, and shall cause its subsidiaries not towithout the prior written approval of the Company, directly or indirectly, own, operate, control, manageeither: (1) provide, or engage enter into a Contract to provide, in the United States of America any Competitive Businessmaterial services for clearing and settlement, roaming, network solutions support or fraud detection for the wireless telecommunications business of the type provided as of the Closing Date by the Company pursuant to customer contracts listed in Section 2.5 of the Seller Disclosure Schedule ("SERVICES") to any Person (other than Seller and its Affiliates, including Verizon Wireless, its Affiliates and Persons with which Verizon Wireless or its Affiliates has a management contract or affiliation agreement) that is a customer of the Company as of the date hereof and that purchased more than $2,000,000 in Services in the twelve months ended September 30, 2001 (together with its successors and assigns, "CUSTOMERS"); or (2) induce or attempt to induce any such Customer to cease purchasing Services from the Company (each of such activities in clause (1) and (2), a "PROHIBITED ACTIVITY"). (b) Notwithstanding Section 5.6(a), this Section 5.6 shall not prohibit the foregoing, nothing in Section 7.07(a) shall prevent Seller or its subsidiaries from (i) providing any services to Purchaser or its Affiliates (including the Company Group) as contemplated by the Transition Services Agreement, (ii) owning, directly or indirectly, as a passive investment, securities of any Person who engages in a Competitive Business if neither Seller nor any of its subsidiaries, individually or in Affiliates from: (1) acquiring the aggregate, beneficially owns 10% or more of any class of securities of such Person, (iii) acquiring, by merger, consolidation, stock or asset acquisitionassets of (or merging with), or otherwiseentering into an agreement to acquire or merge with, and owning, after such acquisition, a any Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business which derived less than 1530% of its total consolidated annual revenues from a Competitive Business products or services that compete with the Services (as modified or updated after the Closing Date) in its most recently completed fiscal year, (iv) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived more than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed last full fiscal year and Seller, within twelve (12) months after completion prior to the date of such acquisition referred (a "COMPETITIVE BUSINESS"); PROVIDED that during the Non-Compete Term any such Competitive Business may provide products or services that compete with the Services (as modified or updated after the Closing Date) only to in this clause (iv), winds down, liquidates or enters into a definitive agreement to cause the divesture Persons that were customers of the Competitive Business of such Person and thereafter completes such divestiture, or (v) owning, operating, controlling, managing or engaging in any of the Retained Business, as conducted as of the date hereof. In immediately prior to the event date of a transaction that results in an unaffiliated third party such acquisition or merger; (or its equityholders2) acquiring a majority owning less than 10% of the equity outstanding stock of any class which is entitled to vote for the election of directors generally of any company which is publicly traded and which engages in the provision of products or services that compete with the Services (as modified or updated after the Closing Date); (3) providing any Services pursuant to any Contract between Seller (whether by merger, stock sale or otherwise), such unaffiliated third party and any of its Affiliates (other than the Company) and any Person existing on the date hereof which has been disclosed in the Seller Disclosure Schedule (without giving effect to any amendment of such Contract after the date hereof); (4) providing telecommunications services, products or service or support functions for such services, products or functions as part of or incidental to its primary business of offering telecommunications or related services, including the provision of interconnection services, transport services, access services, Signaling System 7 services, long distance services, data transmission, Internet services, network monitoring, and billing services (including, with respect to wireline operations only, ▇▇▇▇ verification and fraud detection), including any of the foregoing provided pursuant to any intercarrier agreement, end user agreement, tariff service arrangement, or interconnection agreement; or (5) providing any service required to be provided by Seller or its Affiliates by applicable federal or state law or regulations. (c) Notwithstanding Section 5.6(a), the obligations of Verizon as an Affiliate of Seller with respect to Verizon Wireless (and its successors and assigns) pursuant to Section 5.6(a) shall be limited to the exercise of such rights of approval or disapproval as it may have pursuant to partnership, stockholder or other agreements or applicable Law, to the fullest extent permitted by law, to prohibit Verizon Wireless from engaging in or participating in any such Prohibited Activity (subject to the foregoing exceptions contained in Section 5.6(b)). (d) Buyer shall cause the Company to use commercially reasonable efforts to notify the Seller promptly after it learns that Seller or its Affiliates are engaged, or propose to engage, in a Prohibited Activity. Seller and its subsidiariesAffiliates shall have an opportunity to cure any breach within 30 days after receipt of notice of such breach or alleged breach. (e) shall not be subject to The parties acknowledge and agree that the restrictions covenants set forth in this Section 7.07 following 5.6 are reasonable in all respects and are necessary to protect the completion goodwill of the Business. If in any judicial proceeding any of the restrictions stated in this Section 5.6 are found to be unenforceable, the period, scope or geographical area, as the case may be, shall be reduced to the extent necessary to permit such saleprovision to be enforceable.

Non-Competition. (a) During Except as set forth in Schedule 6.17, the Restricted Period, Seller Non-Compete Persons shall not, and shall cause its subsidiaries their Affiliates not to, for a period of five (5) years from and after the Initial Closing Date, directly or indirectly, anywhere in the world, own, control, engage in, operate, manage, consult with, advise, be employed by or invest in a business that is engaged in or competitive with the Business as currently conducted (any such business, a “Competing CH\1406641 Business”); provided, however, that it shall not be deemed to be a violation of this Section 6.17 for any Non-Compete Person to, directly or indirectly, own(i) invest in or own or hold any debt securities or other debt obligations of any Competing Business, operate(ii) invest in or own or hold any passive equity interest in any Competing Business so long as such Non-Compete Person’s investment or interest is less than five percent (5%) of the outstanding equity interests in such Competing Business and such Non-Compete Persons do not exercise voting control over such Competing Business or participate directly in such Competing Business, control(iii) invest in any fund in which such Non-Compete Person has no discretion with respect to the investment strategy of such fund, manage(iv) own any equity interests through any benefit plan or pension plan or (v) become employed by, provide services to, purchase securities of, consult with, or engage otherwise advise, Buyer or any of its Affiliates (or any of their respective successors) and perform any activities in connection with any Competitive Businessof the foregoing. (b) Notwithstanding The Non-Compete Persons shall not, and shall cause their Affiliates not to, for a period of five (5) years from the foregoingInitial Closing Date, nothing in Section 7.07(a) shall prevent Seller or its subsidiaries from (i) providing solicit, entice, persuade or induce any services to Purchaser or its Affiliates employee of Buyer who was a Company Employee as of the Initial Closing (including the Company Groupafter the Initial Closing Date) as contemplated by the Transition Services Agreement, to terminate his or her employment with Buyer; (ii) owning, directly or indirectly, as a passive investment, securities solicit the employment of any Person who engages in a Competitive Business if neither Seller nor any of its subsidiaries, individually such individual; or in the aggregate, beneficially owns 10% or more of any class of securities of such Person, (iii) acquiringhire or engage, by mergeras an officer, consolidationemployee, stock or asset acquisitionconsultant, independent contractor or otherwise, any such individuals, in each case without the prior written consent of Buyer; provided, however, the restrictions of this paragraph shall not apply to (A) any general solicitation in any newspaper, website or other publication, or through any search firm engagement which, in any such case, is not directed or focused on personnel employed by Buyer or (B) the solicitation or hiring of any employee of Buyer, whose employment has been terminated by Buyer prior to the commencement of employment discussions with the applicable Non-Compete Person. (c) If the covenants contained in subsections (a) or (b) above are more restrictive than permitted by applicable Law, Buyer and owningthe Non-Compete Persons agree that the covenants contained therein shall be enforceable and enforced to the maximum extent permitted by applicable Law. (d) With respect to the entity listed in Schedule 6.17, after such acquisition, a Person or business that, at ▇▇▇ ▇▇▇▇ ▇▇▇▇ shall resign from the time board of directors of such acquisition, engages entity and divest his equity interests in a Competitive Business if such Person entity on or business derived less than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year, before the twenty four (iv24) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived more than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year and Seller, within twelve (12) months after completion of such acquisition referred to in this clause (iv), winds down, liquidates or enters into a definitive agreement to cause the divesture month anniversary of the Competitive Business Initial Closing Date. Prior to the date of such Person and thereafter completes such divestiture, ▇▇▇ ▇▇▇▇ Wang shall not actively participate in the ordinary course business or affairs of such entity. (ve) owning, operating, controlling, managing The Non-Compete Persons acknowledge that Buyer would be irreparably harmed by any breach of this Section 6.17 and that there would be no adequate remedy in damages to compensate Buyer for any such breach. It is accordingly agreed that Buyer shall be entitled to seek an injunction or engaging injunctions to prevent breaches of this Section 6.17 and to enforce specifically the terms and provisions hereof in any court of the Retained BusinessUnited States or any state having jurisdiction, as conducted as of the date hereof. In the event of a transaction that results this being in an unaffiliated third party (addition to any other remedy to which Buyer is entitled at law or its equityholders) acquiring a majority of the equity of Seller (whether by merger, stock sale or otherwise), such unaffiliated third party and its Affiliates (other than Seller and its subsidiaries) shall not be subject to the restrictions set forth in this Section 7.07 following the completion of such saleequity.

Non-Competition. (a) During HD Supply agrees that for the Restricted Periodperiod from the Closing Date until the third anniversary of the Closing Date, Seller shall not, it will not and shall will cause its subsidiaries Affiliates not to, directly or indirectly, own, operate, control, manage, or engage in a business competitive with the Business anywhere in the United States of America or Canada (each, a “Business Competitive Activity”); provided that the foregoing will not prohibit HD Supply or any of its Affiliates from collectively owning up to an aggregate of five percent of the outstanding shares of any class of capital stock of any Person that engages in any Business Competitive BusinessActivity (a “Business Competing Person”) so long as none of HD Supply or its Affiliates has any participation in the management of such Business Competing Person. (b) Notwithstanding anything to the contrary in the foregoing, nothing in this Section 7.07(a) shall prevent Seller 5.18 will prohibit HD Supply or its subsidiaries from (i) providing any services to Purchaser or its Affiliates (including the Company Group) as contemplated by the Transition Services Agreement, (ii) owning, directly or indirectly, as a passive investment, securities of any Person who engages in a Competitive Business if neither Seller nor any of its subsidiaries, individually Affiliates from acquiring the whole or in the aggregate, beneficially owns 10% or more any part of any class of securities of such Person, (iii) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, which engages in a any Business Competitive Activity; provided that where such Business if Competitive Activities of such Person or business derived less represent greater than 1525% of its total consolidated the annual revenues from as set out in the latest available annual financial statements of that Person or business, HD Supply and/or its Affiliates shall divest such Person, business or portion thereof to the extent engaging in such Business Competitive Activity within 12 months after the consummation of such acquisition (irrespective of whether the end of such 12-month period occurs after the expiration of the non-compete period). (c) Notwithstanding anything to the contrary in the foregoing, following the acquisition of a Competitive Business in its most recently completed fiscal year, majority of the capital stock of HD Supply (iv) acquiring, whether directly or indirectly and whether by merger, consolidation, stock or asset acquisition, consolidation or otherwise) or all or substantially all of the assets of HD Supply by any Person, and owningthe covenants set forth in Section 5.18(a) will terminate without further action. (d) Notwithstanding anything to the contrary in the foregoing, after such acquisition, a Person nothing in this Section 5.18 will prohibit HD Supply or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived more than 15% any of its total consolidated annual revenues Affiliates from a Competitive Business in its most recently completed fiscal year and Seller, within twelve (12) months after completion of such acquisition referred to in this clause (iv), winds down, liquidates or enters into a definitive agreement to cause the divesture of the Competitive Business of such Person and thereafter completes such divestiture, or (v) owning, operating, controlling, managing or engaging in any business (other than the Business) conducted by HD Supply or any of the Retained Business, as conducted its Affiliates as of the date hereof. In the event of a transaction that results in an unaffiliated third party (hereof or its equityholders) acquiring a majority of the equity of Seller (whether by merger, stock sale or otherwise), such unaffiliated third party and its Affiliates (other than Seller and its subsidiaries) shall not be subject to the restrictions set forth in this Section 7.07 following the completion of such saleany natural extensions thereof.

Non-Competition. (a) During By and in consideration of the Restricted PeriodCompany’s entering into this Agreement, Seller and in further consideration of the Participant’s exposure to the Confidential Information of the Group, the Participant agrees that the Participant shall not, and shall cause its subsidiaries not toduring the Restriction Period (as defined below), directly or indirectly, own, manage, operate, join, control, managebe employed by, or engage participate in the ownership, management, operation or control of, or be connected in any Competitive Business. (b) Notwithstanding the foregoingmanner with, nothing in Section 7.07(a) shall prevent Seller or its subsidiaries from (i) providing including, without limitation, holding any services to Purchaser or its Affiliates (including the Company Group) as contemplated by the Transition Services Agreement, (ii) owning, directly or indirectly, position as a passive investmentstockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below); provided, that in no event shall ownership of one percent (1%) or less of the outstanding securities of the limited partnership interest in any Person who engages in a Competitive Business if neither Seller nor any of its subsidiariesprivate equity fund, individually hedge fund or in the aggregate, beneficially owns 10% venture capital fund or more of any class of any issuer whose securities are registered under the Exchange Act, standing alone, be prohibited by this Section 6(b), so long as the Participant does not have, or exercise, any rights to manage or operate the business of such Personfund or issuer other than rights as a limited partner or stockholder thereof. For purposes of this Section 6(b), “Restricted Enterprise” shall mean any enterprise (iii) including, but not limited to, any enterprise related to the business of acquiring, by mergerdeveloping, consolidationinvesting, stock structuring or asset acquisitionmanaging retail net lease real estate properties and any other lines of business any member of the Group is participating in, or otherwisehas taken substantive steps towards participating in, as of the date hereof) that is competitive with the business conducted by the Company and owningits direct or indirect subsidiaries, after such acquisition, a Person or business that, at partnerships and joint ventures during the time of such acquisition, engages in a Competitive Business if such Person or business derived less than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year, (iv) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived more than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year and SellerParticipant’s Service, within the United States and anywhere outside the United States where the Company and its direct or indirect subsidiaries, partnerships and joint ventures operated during the Participant’s Service. The “Restriction Period” shall mean the period of the Participant’s Service and for twelve (12) months after completion of such acquisition referred following the termination thereof[; provided, however, that, unless the 267832291 v2 Participant is or becomes entitled to in this clause (iv), winds down, liquidates or enters into a definitive agreement to cause the divesture accelerated vesting of the Competitive Business Restricted Stock Units upon termination of such Person and thereafter completes such divestitureService, the Restriction Period shall automatically end on the date that the Participant’s Service is terminated; provided, further, that the Company in its sole discretion may waive all or (v) owning, operating, controlling, managing or engaging in any portion of the Retained Business, as conducted as of the date hereof. In the event of a transaction that results in an unaffiliated third party (or its equityholders) acquiring a majority of the equity of Seller (whether by merger, stock sale or otherwise), such unaffiliated third party and its Affiliates (other than Seller and its subsidiaries) shall not be subject to the restrictions set forth in this Section 7.07 following the completion of such sale.Restriction Period].1

Non-Competition. (a) During In consideration of the Restricted Periodcompensation to be paid to the Executive hereunder, Seller shall not, and shall cause its subsidiaries not to, directly or indirectly, own, operate, control, manage, or engage in any Competitive Business.the Executive agrees that: (b) Notwithstanding the foregoing, nothing in Section 7.07(a) shall prevent Seller or its subsidiaries from (i) providing any services to Purchaser or its Affiliates (including during the Company Group) as contemplated by period beginning on the Transition Services Agreement, (ii) owning, directly or indirectly, as a passive investment, securities of any Person who engages in a Competitive Business if neither Seller nor any of its subsidiaries, individually or in the aggregate, beneficially owns 10% or more of any class of securities of such Person, (iii) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, Closing Date and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived less than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year, (iv) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived more than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year and Seller, within ending twelve (12) months after completion of such acquisition referred to in this clause following the Termination Date (ivthe “Non-Competition Period”), winds downhe shall not, liquidates whether individually or enters into in his capacity as a definitive agreement director, officer, manager, member, partner, shareholder, employee, consultant, agent or representative of or to cause a person or entity engage directly or indirectly in any business engaged in the divesture provision of the Competitive Business telecommunications services or other services provided by the Company or any of their subsidiaries and downstream affiliates as of the Closing Date or at any time during the term of the Agreement in any state in which the Company or any of its subsidiaries and downstream affiliates provided such Person services to the extent such services in each such state accounted for greater than one percent (1%) of the Company’s revenues; provided, however, that ownership of less than one percent (1%) of the outstanding stock of any publicly-traded corporation shall not be deemed to violate this subsection; and (ii) during the period starting on the Closing Date and thereafter completes such divestitureending on the second anniversary of the Termination Date, the Executive shall not (A) whether individually or in his capacity as a director, officer, manager, member, partner, shareholder, employee, consultant, agent or representative of or to a person or entity, solicit or otherwise endeavor to entice away, any person or entity who, during the term of the Agreement and at any time during me six (6) months prior to the termination of the Executive’s services hereunder, is or was an officer, employee, sales agent, consultant, customer or supplier of the Company or its subsidiaries and affiliates, or (vB) owningeither directly or indirectly, operatingalone or in conjunction with another party, controllinginterfere with or harm, managing or engaging in any attempt to interfere with or harm, the relationship of the Retained BusinessCompany or its subsidiaries and affiliates (including the termination of such relationship or causing the purchase of services from a competitor) with any person or entity who, as conducted as during the term of the date hereof. In Agreement, and at any time during the event six (6) months prior to the termination of the Executive’s services hereunder, is or was a transaction that results in an unaffiliated third party (current or prospective employee, sales agent, consultant, customer or supplier of the Company or its equityholders) acquiring subsidiaries and affiliates or otherwise had a majority of business relationship with the equity of Seller (whether by merger, stock sale Company or otherwise), such unaffiliated third party its subsidiaries and its Affiliates (affiliates other than Seller and its subsidiaries) shall not be subject to the restrictions set forth in this Section 7.07 following the completion of such saleExecutive’s secretary/administrative assistant.

Non-Competition. As a material inducement to Parent’s consummation of the Contemplated Transactions, including, without limitation, Parent’s acquisition of the goodwill associated with the business of the Company, each Person set forth on Section 6.5 of the Parent Disclosure Schedule (a “Restricted Person”) agrees to the terms in this Section 6.5. (a) During Such Restricted Person will not, for a period of two (2) years following the Closing Date (or, with respect to each Restricted Person, if longer, co-terminus with the non-compete provisions in the Restricted Person’s Employment Agreement) (computed by excluding from such computation any time during which such Restricted Person is found by a court of competent jurisdiction to have been in violation of any provision of this Section 6.5(a)) (the “Restricted Period, Seller shall not, and shall cause its subsidiaries not to”), directly or indirectly, ownfor himself or on behalf of or in conjunction with any other Person, operateengage in, controlinvest in or otherwise participate in (whether as an owner, manageemployee, officer, director, manager, consultant, independent contractor, agent, partner, advisor, or engage in any Competitive other capacity) an influencer marketing business which is in competition with the business of the Company in any of the geographical areas where the Company was conducting or was pursuing a material amount of business at the beginning of the Restricted Period or thereafter (such business, the “Restricted Business”) in any Restricted Area, or at any time following the Closing Date make any use of any Owned Intellectual Property other than in connection with the business of the Company. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit the acquisition as a passive investment of not more than five percent (5%) of the capital stock of a competing business whose stock is traded on a national securities exchange or over-the-counter and shall not be deemed to prohibit the acquisition of any capital stock of Parent. (b) Notwithstanding Such Restricted Person will not, for a period of two (2) years following the foregoingClosing Date (or, nothing with respect to each Restricted Person, if longer, co-terminus with the non-solicitation provisions in the Restricted Person’s Employment Agreement) (computed by excluding from such computation any time during which such Restricted Person is found by a court of competent jurisdiction to have been in violation of any provision of this Section 7.07(a) shall prevent Seller or its subsidiaries from (i) providing any services to Purchaser or its Affiliates (including the Company Group) as contemplated by the Transition Services Agreement, (ii) owning6.5(b)), directly or indirectly, as a passive investmentfor himself or on behalf of or in conjunction with any other Person, securities (i) solicit or hire (or assist or encourage any other Person to solicit or hire), or otherwise interfere in any manner with any employee, advertiser or strategic partner of any Person who engages in a Competitive Business if neither Seller nor of Parent, the Company, or any of its subsidiariesParent’s subsidiaries (each, individually a “Restricted Entity”), other than by general public advertisement or in the aggregate, beneficially owns 10% or more of other such general solicitation not specifically targeted at any class of securities of such Person, (ii) induce or request any customer of any Restricted Entity to reduce, cancel or terminate its business with such Restricted Entity or otherwise interfere in any manner in any Restricted Entity’s business relationship with any of its customers, or (iii) acquiring, by merger, consolidation, stock solicit or asset acquisition, or otherwise, and owning, after such acquisitionaccept business from any customer of any Restricted Entity in connection with a Restricted Business. For purposes of this Section 6.5(b), a Person shall be deemed to be an employee, customer, advertiser or strategic partner of any Restricted Entity if any such relationship existed or exists at any time (A) during the thirty (30) days prior to the execution of this Agreement or (B) after the Closing Date and during the operation of this provision, and any such Person shall cease to have the applicable status six months after the termination of any such relationship. (c) Such Restricted Person agrees that the foregoing covenants are reasonable with respect to their duration, geographic area and scope, to protect, among other things, Parent’s acquisition of the goodwill associated with the business thatof the Company. If a judicial or arbitral determination is made that any provision of this Section 6.5 constitutes an unreasonable or otherwise unenforceable restriction against a Restricted Person, at then the provisions of this Section 6.5 shall be rendered void with respect to such Restricted Person only to the extent such judicial or arbitral determination finds such provisions to be unenforceable. In that regard, any judicial or arbitral authority construing this Section 6.5 shall be empowered to sever any prohibited business activity, time period or geographical area from the coverage of any such agreements and to apply the remaining provisions of this Section 6.5 to the remaining business activities, time periods and/or geographical areas not so severed. Moreover, in the event that any provision, or the application thereof, of this Section 6.5 is determined not to be specifically enforceable, Parent may be entitled to recover monetary damages as a result of the breach of such acquisitionagreement. (d) Such Restricted Person acknowledges that he has carefully read and considered the provisions of this Section 6.5. Such Restricted Person acknowledges that he has received and will receive sufficient consideration and other benefits to justify the restrictions in this Section 6.5. Such Restricted Person also acknowledges and understands that these restrictions are reasonably necessary to protect interests of Parent, engages in a Competitive Business if such Person or business derived less than 15% including, without limitation, protection of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year, (iv) acquiring, by merger, consolidation, stock or asset acquisition, or otherwisethe goodwill acquired, and owning, after such acquisition, a Restricted Person or business that, at acknowledges that such restrictions will not prevent him from conducting businesses that are not included in the time of such acquisition, engages in a Competitive Restricted Business if such Person or business derived more than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year and Seller, within twelve (12) months after completion of such acquisition referred to set forth in this clause (iv), winds down, liquidates or enters into a definitive agreement to cause Section 6.5 during the divesture periods covered by the restrictive covenants set forth in this Section 6.5. Such Restricted Person also acknowledges that the Contemplated Transactions constitute full and adequate consideration for the execution and enforceability of the Competitive Business of such Person and thereafter completes such divestiture, or (v) owning, operating, controlling, managing or engaging in any of the Retained Business, as conducted as of the date hereof. In the event of a transaction that results in an unaffiliated third party (or its equityholders) acquiring a majority of the equity of Seller (whether by merger, stock sale or otherwise), such unaffiliated third party and its Affiliates (other than Seller and its subsidiaries) shall not be subject to the restrictions set forth in this Section 7.07 following the completion 6.5. (e) Such Restricted Persons who have not yet executed a confidentiality and assignment of such saleinventions agreement shall execute an Intellectual Property Assignment Agreement.

Non-Competition. (a) During the Restricted term of the Grantee’s employment with the Company or any of its Affiliates and for a period of two (2) years thereafter (the “Non-Compete Period”), Seller the Grantee shall not, and shall cause its subsidiaries not to(without the prior written consent of the Company), directly or indirectly, own, operate, control, manage, or (i) engage in any Competitive Business. , (bii) render any services to any Competitive Business in a manner that enhances the capacity of such Competitive Business to engage in the production, sale, provision or distribution of products or services similar to those produced, sold, distributed or provided by the Company or any of its Affiliates, or (iii) acquire a financial interest in any Competitive Business. For purposes of this Section 7(b): (A) the phrase “directly or indirectly engage in” shall include any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, member, partner, joint venturer of or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, consultant, director, officer, licensor of technology or otherwise (provided that licensers of technology shall only be covered if the Grantee is personally working on technology for a Competitive Business and such technology is not technology that is generally available to a broad group of customers), and (B) the term “Competitive Business” shall mean a business that engages in the production, sale, provision or distribution of products or services similar to those produced, sold, distributed or provided by the Company or any of its Affiliates during the three-year period ending on the date of the Grantee’s termination of employment. Notwithstanding the foregoing, nothing in Section 7.07(a) herein shall prevent Seller or its subsidiaries prohibit the Grantee from (i) providing any services to Purchaser or its Affiliates (including the Company Group) as contemplated by the Transition Services Agreement, (ii) owning, directly or indirectly, as being a passive investment, owner of not more than 2% of the outstanding equity securities of any Person who engages in a Competitive Business if neither Seller nor any of its subsidiaries, individually or in the aggregate, beneficially owns 10% or more of any class of a corporation or other entity that is publicly traded, or not more than 2% of any non-voting equity securities or debt securities of such Personany corporation or other entity, (iii) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or so long as the Grantee has no active participation in the business that, at the time of such acquisitioncorporation or other entity (including, engages without limitation, serving as a member of the board of directors or as a consultant). The obligations of the Grantee under this Section 7(b) shall apply to (x) any geographic area or territory in a Competitive Business if such Person which the Company or business derived less than 15% any of its total consolidated annual revenues from a Competitive Business Affiliates is engaged in its most recently completed fiscal year, (iv) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived more than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year and Seller, within twelve (12) months after completion of such acquisition referred to in this clause (iv), winds down, liquidates or enters into a definitive agreement to cause the divesture of the Competitive Business of such Person and thereafter completes such divestiture, or (v) owning, operating, controlling, managing or engaging in any of the Retained Business, as conducted as of the date hereof. In of his or her termination of employment, and (y) any prospective geographic area or territory that within the event six months preceding the date of a transaction that results in an unaffiliated third party (or its equityholders) acquiring a majority termination of the equity Grantee's employment, has been the subject of Seller (whether serious consideration by merger, stock sale the Company or otherwise), such unaffiliated third party and any of its Affiliates (other than Seller as a business location and its subsidiaries) shall not be subject to which the restrictions set forth in this Section 7.07 following the completion of such saleGrantee is or has been made aware of.

Non-Competition. Each Major Seller acknowledges that (a) During the Buyer would not have entered into this Agreement but for the agreements and covenants contained in this Section 11 and (b) the agreements and covenants contained in this Section 11 are essential to protect the business and goodwill of the Company and the Business. To induce the Buyer to enter into this Agreement, each Major Seller hereby severally, and not jointly, agrees that following the Closing Date and for a period of three (3) years thereafter (the “Restricted Period”), such Major Seller shall not, and shall cause its subsidiaries not to, directly or indirectly, own, manage, operate, controljoin, managecontrol or participate in the ownership, management, operation or control of, or engage be employed or retained by, render services to, provide financing (equity or debt) or advice to any business engaged in any Competitive Business. (b) Notwithstanding the foregoingbusiness of researching, nothing developing, distributing and/or manufacturing generic pharmaceutical products for distribution, directly or through a third party in Section 7.07(a) shall prevent Seller or its subsidiaries from (i) providing any services to Purchaser country where the Buyer or any of its Affiliates (including has commenced distribution, marketing or sales of generic pharmaceutical products prior to the Company Group) as contemplated by the Transition Services Agreementdate that such other business has commenced distribution, marketing or sales of generic pharmaceutical products in such country or (ii) owning, directly or indirectly, as a passive investment, securities of any Person who engages in a Competitive Business if neither Seller nor any of its subsidiaries, individually or in the aggregateUnited States of America; provided, beneficially owns however, that nothing contained herein shall (A) prevent the purchase or ownership by any Major Seller of less than ten (10% or more %) percent of the outstanding equity securities of any class of securities of such Person, (iii) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived less than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year, (iv) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived more than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year and Seller, within twelve (12) months after completion of such acquisition referred to in this clause (iv), winds down, liquidates or enters into a definitive agreement to cause the divesture company registered under Section 12 of the Competitive Business Securities and Exchange Act of such Person and thereafter completes such divestiture1934, as amended, or (vB) restrict or prevent any Major Seller from, directly or indirectly, owning, managing, operating, controllingjoining, managing controlling or engaging participating in the ownership, management, operation or control of, or being employed or retained by, rendering services to, providing financing (equity or debt) or advice to, or otherwise be connected in any manner with any business engaged in the business of researching, developing, distributing and/or manufacturing generic pharmaceutical products solely for distribution (whether directly or through a third party) (1) outside both (x) countries where the Buyer or any of its Affiliates has commenced distribution, marketing or sales of generic pharmaceutical products and (y) the United States of America or (2) in a country other than the United States of America in which such business is engaged in such conduct before the Buyer or any of its Affiliates has commenced distribution, marketing or sales of generic pharmaceutical products, regardless of the Retained Business, as conducted as location of the date hereof. In the event of a transaction that results in an unaffiliated third party (facilities, offices, management, properties or its equityholders) acquiring a majority of the equity of Seller (whether by merger, stock sale or otherwise), such unaffiliated third party and its Affiliates (other than Seller and its subsidiaries) shall not be subject to the restrictions set forth in this Section 7.07 following the completion assets of such salebusiness.

Non-Competition. (a) During the Restricted Term and for a period of twelve (12) months following the termination of the Employee’s employment if such employment termination was pursuant to Section 5.1 or Section 5.2, or twenty-four (24) months following the termination of the Employee’s employment termination if such employment termination was pursuant to Section 5.3 (the “Non-Compete Period”), Seller the Employee shall not, and shall cause its subsidiaries not to, directly or indirectly, whether individually, as a director, manager, member, stockholder, partner, owner, employee, consultant or agent of any business, or in any other capacity, other than on behalf of the Company or its Affiliates, organize, establish, own, operate, manage, control, manageengage in, participate in, invest in, permit her name to be used by, act as a consultant or advisor to, render services for (alone or in association with any person, firm, corporation or business organization), or otherwise assist any person or entity that engages in or owns, invests in, operates, manages or controls any venture or enterprise which engages or proposes to engage in any Competitive Business. (a) the sale, distribution, manufacturing and/or design of structural metal components and assemblies for the automotive industry, or (b) Notwithstanding any other business conducted by the foregoingCompany, nothing in Section 7.07(a) shall prevent Seller or its subsidiaries from (i) providing any services to Purchaser or its Affiliates (including other member of the Company Group) as contemplated by the Transition Services Agreement, (ii) owning, directly Group or indirectly, as a passive investment, securities of any Person who engages in a Competitive Business if neither Seller nor any of its subsidiaries, individually their respective Affiliates on the date of the Employee’s termination of employment or in the aggregate, beneficially owns 10% or more of any class of securities of such Person, (iii) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived less than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year, (iv) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived more than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year and Seller, within twelve (12) months after completion the Employee’s employment termination if such employment termination was pursuant to Section 5.1 or Section 5.2, or twenty-four (24) months after the Employee’s employment termination if such employment termination was pursuant to Section 5.3, in the geographic locations where the Company, the other members of the Company Group and/or their respective Affiliates engage or propose to engage in such acquisition referred to business (the “Business”). Notwithstanding the foregoing, nothing in this clause Agreement shall prevent the Employee from owning for passive investment purposes not intended to circumvent this Agreement, less than five percent (iv), winds down, liquidates or enters into a definitive agreement to cause the divesture 5%) of the Competitive publicly traded common equity securities of any company engaged in the Business of such Person (so long as the Employee has no power to manage, operate, advise, consult with or control the competing enterprise and thereafter completes such divestitureno power, alone or in conjunction with other affiliated parties, to select a director, manager, general partner, or (v) owning, operating, controlling, managing or engaging in any similar governing official of the Retained Business, as conducted as of the date hereof. In the event of a transaction that results in an unaffiliated third party (or its equityholders) acquiring a majority of the equity of Seller (whether by merger, stock sale or otherwise), such unaffiliated third party and its Affiliates (competing enterprise other than Seller in connection with the normal and its subsidiaries) shall not be subject to customary voting powers afforded the restrictions set forth Employee in this Section 7.07 following the completion of such saleconnection with any permissible equity ownership).

Non-Competition. Executive agrees that, except in accordance with his duties under this Agreement on behalf of Employer, he will not, during the term of his employment with Employer and for a period of three (3) months after termination of Executive's employment with Employer for any reason (the "Non-Competition Period"): (a) During the Restricted PeriodIndependent of any other obligation under this Agreement directly, Seller shall notor indirectly through any other individual, and shall cause its subsidiaries not person or entity (i) own, (ii) manage, (iii) operate, (iv) be employed by, (v) render services to, directly (vi) become interested in or indirectlyassociated with, own(vii) join in, operate, (viii) control, manage(ix) participate in (whether as an officer, director, shareholder, creditor, partner, promoter, proprietor, associate, employee, representative, or engage otherwise) or (x) otherwise carry on any Competing Business (as hereinafter defined); provided, however, that this paragraph (a) shall not preclude Executive from owning not more than five percent (5%) of the equity ownership of any Competing Business, provided that such interest is owned as a passive investment and Executive does not actively participate in any Competitive such Competing Business. (b) Notwithstanding the foregoing, nothing in Section 7.07(a) shall prevent Seller or its subsidiaries from (i) providing Independent of any services to Purchaser or its Affiliates (including the Company Group) as contemplated by the Transition Services other obligation under this Agreement, (ii) owningdirectly, directly or indirectlyindividually through any other individual, as person or entity solicit, entice, persuade or induce any individual, person or entity which presently is, or at any time during the Non-Competition Period shall be, an employee of Employer, to terminate or refrain from renewing or extending his or her employment with Employer or to become employed by or enter into a passive investmentcontractual relationship with Executive or any other individual, securities person or entity, and Executive shall not approach any employee for any such purpose or authorize or knowingly cooperate with the taking of any Person who engages such action by other individual, person or entity. (c) Independent of any other obligation under this Agreement, directly, or indirectly through any other individual, person or entity solicit, entice, persuade or induce any individual, person or entity which presently is, or at any time during the Non-Competition Period shall be, a supplier or vendor to Employer, to terminate, reduce or refrain from renewing or extending its contractual or other relationship with Employer, and the Executive shall not approach any such supplier or vendor for any such purpose or authorize or knowingly cooperate with the taking of any such action by any other individual, person or entity. (d) Independent of any other obligation under this Agreement, directly, or indirectly through any other individual, person or entity solicit, entice, persuade, induce, contact or otherwise discuss with any individual person or entity which presently is, or at any time during the Non-Competition Period shall be, a customer of Employer, to terminate, reduce or refrain for renewing or extending its contractual or other relationship with the Employer, or to become a customer of or enter into any contractual or other relationship with any Competing Business for or to provide goods or services of the type provided by Employer or Executive shall not approach any such customer for any such purpose or authorize or knowingly cooperate with the taking of any such action by any other individual, person or entity. (e) For purposes of this Agreement, a Competing Business shall include any business conducted in a Competitive Business if neither Seller nor any of its subsidiaries, individually whole or in part within the aggregate, beneficially owns 10% or more continental United States of any class of securities of such Person, (iii) acquiring, by merger, consolidation, providing stock or asset acquisitionsecurities price quotations to brokerage firms, banks, trust companies or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived less than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year, (iv) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived more than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year and Seller, within twelve (12) months after completion of such acquisition referred to in this clause (iv), winds down, liquidates or enters into a definitive agreement to cause the divesture of the Competitive Business of such Person and thereafter completes such divestiture, or (v) owning, operating, controlling, managing or engaging in any of the Retained Business, as conducted as of the date hereof. In the event of a transaction that results in an unaffiliated third party (or its equityholders) acquiring a majority of the equity of Seller (whether by merger, stock sale or otherwise), such unaffiliated third party and its Affiliates (other than Seller and its subsidiaries) shall not be subject to the restrictions set forth in this Section 7.07 following the completion of such saleinsurance companies.

Non-Competition. (a) During A. The Company and the Restricted PeriodEmployee recognize that the Employee has been retained to occupy a position that constitutes part of the professional, Seller management and executive staff of the Company whose duties will include the formulation and execution of management policy. The Employee, for and in consideration of the payments, rights and benefits provided herein, agrees that so long as he is employed by the Company and during the 18 month period immediately thereafter, the Employee shall not, and shall cause its subsidiaries not toanywhere within the continental United States or in any other market in which the Company is conducting business at the time the Employee's employment with the Company is terminated, (i) work, (ii) assist, (iii) own any interest, directly or indirectlyindirectly and whether individually or as a joint venturer, ownpartner, operatemember, controlofficer, managedirector, shareholder, consultant, employee or otherwise, in or (iv) make a financial investment, whether in the form of equity or debt, in any business other than Spider Technologies, Inc. if an affiliate of the Company, that is in the business of (i) inbound or outbound telemarketing or teleservicing, (ii) outsourced teleservicing, and/or (iii) such other business in which the Employee is actively involved with the Company at or within six months before the termination of his employment (the "Business"). The parties agree that, during such period, they shall not make public statements in derogation of each other, except as may be required by law. For the purposes of this Section 6 and Sections 7, 8, 9 and 10, the term "the Company" shall be deemed to include any direct or indirect subsidiaries, parents and affiliates of the Company other than Spider Technologies, Inc. if an affiliate of the Company. This Subsection 6.A. shall no longer apply if both (i) (A) the Employee has terminated this Agreement for Cause under Subsection 3.F., or engage in any Competitive Businessthe Company has terminated this Agreement, and (B) the Company has obligations to make post-termination payments under this Agreement, and (ii) after twenty (20) days notice by the Employee to the Company that the Company has failed to make such post-termination payments, the Company has not cured such failure to make payments. (b) B. Notwithstanding the foregoing, nothing in Section 7.07(a) herein shall prevent Seller or its subsidiaries prohibit the Employee from (i) providing any services to Purchaser or its Affiliates (including the Company Group) as contemplated by the Transition Services Agreement, (ii) owning, directly or indirectly, as a passive investment, securities of any Person who engages in a Competitive Business if neither Seller nor any of its subsidiaries, individually or in the aggregate, beneficially owns 10holding 5% or more less of any class of voting securities of such Person, (iii) acquiring, by merger, consolidation, stock any entity whose equity securities are listed on a national securities exchange or asset acquisition, or otherwiseregularly traded in The Nasdaq National Market. C. Upon the termination of the Employee's employment with the Company, and owningfor 18 months thereafter, after such acquisitionthe Employee shall immediately notify the Company of each employment or agency relationship entered into by the Employee, and each corporation, proprietorship or other entity formed or used by the Employee, the business of which is directly or indirectly similar to or in competition with the Business. The provisions of this Subsection 6.C. shall survive termination of this Agreement for any reason. D. The Employee agrees that the restrictions contained in this Section 6 are reasonable as to time and geographic scope because of the nature of the Business and the Employee agrees, in particular, that the geographic scope of this restriction is reasonable because companies engaged in the Business compete on a Person or nationwide basis. The Employee acknowledges that the Company is in direct competition with all other companies engaged in the Business throughout the continental United States and other markets in which the Company may be conducting business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived less than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year, (iv) acquiring, by merger, consolidation, stock or asset acquisition, or otherwisethe Employee's employment with the Company is terminated, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived more than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year and Seller, within twelve (12) months after completion of such acquisition referred to in this clause (iv), winds down, liquidates or enters into a definitive agreement to cause the divesture because of the Competitive Business of such Person and thereafter completes such divestiture, or (v) owning, operating, controlling, managing or engaging in any nature of the Retained Business, as conducted as of the date hereof. In Employee agrees that the event of a transaction that results in an unaffiliated third party (or its equityholders) acquiring a majority of the equity of Seller (whether by merger, stock sale or otherwise), such unaffiliated third party and its Affiliates (other than Seller and its subsidiaries) shall not be subject to the restrictions set forth covenants contained in this Section 7.07 following the completion of such sale6 cannot reasonably be limited to any smaller geographic area.

Non-Competition. (a) During For a period of four years from the Closing Date (the “Restricted Period”), except as permitted by this Section 4.15, Seller shall not, not (and shall cause each of its subsidiaries Affiliates not to), directly without the prior written consent of Buyer, (i) engage in or indirectly, own, operate, control, managecarry on any Competitive Activities (as defined in Exhibit D), or engage (ii) have an equity interest in any Person that engages in any Competitive BusinessActivities; provided, however, that “Competitive Activities” shall in no event be deemed to include performing any act or conducting any business (A) contemplated by the Transition Services Agreement or the Continuing Relationship Agreement, or (B) to retail customers of Seller or any of its Affiliates or investment professionals licensed with Seller’s or Seller’s Affiliates’ private banking, wealth management or retail banking operations. (b) This Section 4.15 shall cease to apply (i) to any Person at such time as it is no longer an Affiliate of Seller, or (ii) upon the occurrence of an arm’s length transaction in which any Person acquires or combines with Seller in a transaction in which (A) Persons who are directors of Seller immediately prior to the consummation of the transaction do not constitute upon the consummation of such transaction a majority of the board of directors of the Person which survives such transaction (or the publicly traded parent thereof) and (B) the holders of the common stock of Seller hold upon the consummation thereof 60% or less of the shares of equity securities normally entitled to vote in the election of directors of such Person, and shall not apply to any Person that, in an arm’s length transaction, acquires or combines with one of Seller’s Affiliates or acquires assets, operations or a business from Seller or one of its Affiliates if such Person is not an Affiliate of Seller after such transaction is consummated. No restriction in this Section 4.15 shall apply to BlackRock, Inc. or any of its controlled Affiliates. (c) Notwithstanding the foregoingforegoing provisions of this Section 4.15, nothing in Section 7.07(a) this Agreement shall prevent preclude, prohibit or restrict Seller or any of its subsidiaries Affiliates from (i) providing acquiring, owning or holding up to 10% of the outstanding securities of any services entity whose securities are listed and traded on a national securities exchange or market or any securities required to Purchaser be registered under the Exchange Act; (ii) holding or exercising rights of ownership with respect to any security in a fiduciary capacity or otherwise for the benefit of a third party not affiliated with Seller; (iii) acquiring more than 10% of the outstanding capital stock or other equity interests in, but less than a Controlling Interest in, any Person that derives 25% or less of its total annual revenues in its most recent fiscal year from Competitive Activities; or (iv) acquiring a Controlling Interest in any Person that derives less than 25% of its total annual revenues in its most recent fiscal year from Competitive Activities; provided, however, that in the case of this clause (iv) Seller shall divest or enter into a binding agreement to divest to an unaffiliated third party, or cause its applicable Affiliate to divest or enter into such an agreement, with respect to that portion of such Person that engages in Competitive Activities as soon as reasonably practicable, and in any event not later than one year, following the acquisition of such ownership or interest (except that the obligations set forth in this proviso shall not apply to Seller or any of its Affiliates in the event that Seller or any of its Affiliates consummate the acquisition of such Controlling Interest at any time during the final year of the Restricted Period); or (including the Company Groupv) as performing any act or conducting any business contemplated by this Agreement or the Transition Services Agreement, . (iid) owning, directly or indirectly, as a passive investment, securities of any Person who engages in a Competitive Business if neither If Seller nor any of its subsidiaries, individually or in the aggregate, beneficially owns 10% or more of any class of securities of such Person, (iii) acquiring, by merger, consolidation, stock or asset acquisitionbreaches, or otherwisethreatens to commit a breach of, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived less than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year, (iv) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived more than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year and Seller, within twelve (12) months after completion of such acquisition referred to in this clause (iv), winds down, liquidates or enters into a definitive agreement to cause the divesture of the Competitive Business of such Person and thereafter completes such divestiture, or (v) owning, operating, controlling, managing or engaging in any of the Retained Businessprovisions of this Section 4.15, Buyer and the Company shall have the right in addition to, and not in lieu of, any other rights and remedies available to Buyer or the Company under law or in equity (including the right and remedy to recover from Seller all monetary damages suffered by Buyer or the Company or any Subsidiary of the Company, as conducted the case may be, as the result of any acts or omissions constituting a breach of this Section 4.15) to have such provision specifically enforced by any court having jurisdiction, it being acknowledged and agreed that any such breach or threatened breach may cause irreparable injury to each of Buyer and the date hereofCompany and that money damages may not provide an adequate remedy to Buyer or the Company. (e) Seller acknowledges that the restrictions contained in this Section 4.15 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event of a transaction that results in an unaffiliated third party (or its equityholders) acquiring a majority of the equity of Seller (whether by merger, stock sale or otherwise), such unaffiliated third party and its Affiliates (other than Seller and its subsidiaries) shall not be subject to the restrictions set forth any covenant contained in this Section 7.07 following 4.15 should ever be adjudicated to exceed the completion time, geographic, product or service, or other limitations permitted by Applicable Law in any jurisdiction, then any court of competent jurisdiction is expressly empowered to reform such salecovenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by Applicable Law. The covenants contained in this Section 4.15 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.

Non-Competition. (a) During the term of Employee’s employment and during the one year immediately following (x) the date of any termination of Employee’s employment with the Company by the Company with or without Cause and (y) if earlier than the date referenced in clause (x) hereof, the date that notice is given by Employee to the Company of Employee’s termination of this Agreement and his performance of services hereunder for any reason (other than due to Employee’s death) (such period, the “Restricted Period”), Seller shall Employee will not, and shall cause its subsidiaries not to, directly or indirectly, own, operate, control, manage, or : (i) engage in any business that competes, wholly or in part, as of the Relevant Date (as defined below), in the provision or sale of acquired brain injury services, therapeutic ▇▇▇▇▇▇ care, other ▇▇▇▇▇▇ care or other home or community based healthcare, therapy, counseling or other educational or human services to people with special needs, or any other businesses that the Company is actively conducting or is actively considering conducting at the time of Employee’s termination of employment (so long as Employee knows or reasonably should have known about such plan(s)), in each case, anywhere in the United States (a “Competitive Business.”); (b) Notwithstanding the foregoing, nothing in Section 7.07(a) shall prevent Seller or its subsidiaries from (i) providing any services to Purchaser or its Affiliates (including the Company Group) as contemplated by the Transition Services Agreement, (ii) owningenter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which is a Competitive Business as of the date Employee enters such employment or renders such services; or (iii) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business which is a Competitive Business as of the date of such acquisition or involvement, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or Employee. (iv) Notwithstanding the provisions of Section 7(a)(i), (ii) or (iii) above, nothing contained in Section 7(a) shall prohibit Employee from (i) investing, as a passive investmentinvestor, securities of in any Person who engages in a Competitive Business if neither Seller nor any of its subsidiaries, individually or in the aggregate, beneficially owns 10% or more publicly held company provided that Employee’s beneficial ownership of any class of such publicly held company’s securities does not exceed one percent (1%) of the outstanding securities of such Personclass, (ii) entering the employ of any academic institution or governmental or regulatory instrumentality of any country or any domestic or foreign state, county, city or political subdivision, or (iii) acquiringproviding services to a subsidiary or affiliate of an entity that controls a separate subsidiary or affiliate that is a Competitive Business, by merger, consolidation, stock so long as the subsidiary or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in affiliate for which Employee may be providing services is not itself a Competitive Business if and Employee is not, as an Employee of such Person subsidiary or business derived less than 15% of its total consolidated annual revenues from affiliate, engaging in activities that would otherwise cause such subsidiary or affiliate to be deemed a Competitive Business in its most recently completed fiscal year, (iv) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived more than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year and Seller, within twelve (12) months after completion of such acquisition referred to in this clause (iv), winds down, liquidates or enters into a definitive agreement to cause the divesture of the Competitive Business of such Person and thereafter completes such divestiture, or (v) owning, operating, controlling, managing or engaging in any of the Retained Business, as conducted as of the date hereof. In the event of a transaction that results in an unaffiliated third party (or its equityholders) acquiring a majority of the equity of Seller (whether by merger, stock sale or otherwise), such unaffiliated third party and its Affiliates (other than Seller and its subsidiaries) shall not be subject to the restrictions set forth in this Section 7.07 following the completion of such sale.

Non-Competition. Employee acknowledges that, in the course of his employment by ART, he will have access to the Companies’ Confidential Information; and he will be intimately and directly involved in developing and maintaining the Companies’ goodwill and serving the Companies’ customers and prospective customers. Accordingly, Employee agrees that: (a) During the Restricted Periodduring his employment by ART and for a period of two (2) years after such employment has ceased for any reason, Seller Employee shall not, and shall cause its subsidiaries not to, without the prior written consent of ART:  (i) directly or indirectlyindirectly solicit or accept any business substantially similar to that done by any of the Companies from any person, owncompany, operate, control, managefirm or organization, or engage any affiliate of the foregoing, which is or was a customer or active prospect of any of the Companies during the two (2) year period prior to the end of Employee’s employment at ART, for or on account of any individual, business enterprise, firm, partnership, association or corporation other than the Companies; or  (ii) directly or indirectly solicit the employment of, entice away, or in any Competitive Business.other manner persuade or attempt to persuade any person employed by any of the Companies to leave such employment; or  (b) Notwithstanding during his employment by ART and for a period of six (6) months after such employment has ceased for any reason, Employee shall not, without the foregoingprior written consent of ART directly or indirectly engage in, nothing assist or have an interest in (whether as proprietor, partner, investor, stockholder, officer, director of any type of principal), or enter the employment of or act as an agent for or advisor or consultant to, any person, firm, partnership, association, corporation, business organization, entity or enterprise which is, or is about to become, directly or indirectly engaged in any business which is directly or indirectly competitive with any of the Companies; provided that Employee may own less than five percent (5%) of the outstanding equity securities of a corporation that is engaged in such a competitive business if the equity securities of such corporation are publicly traded and registered under the Securities Exchange Act of 1934; provided, however, that the post-employment restrictive period contained in this Section 7.07(a5(b) shall prevent Seller or its subsidiaries from be extended to (i) providing any services to Purchaser one (1) year if Employee’s employment terminates for Cause (as defined in Section 8(a) below), in connection with a Change in Control (as defined in Section 8(b) below), or its Affiliates (including the Company Group) as contemplated by the Transition Services Agreementa result of his resignation, or (ii) owningtwo (2) years with respect to any such engagement with or interest in Select Engineering in Fitchburg, directly or indirectly, as a passive investment, securities of any Person who engages in a Competitive Business if neither Seller nor any of its subsidiaries, individually or in the aggregate, beneficially owns 10% or more of any class of securities of such Person, (iii) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived less than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year, (iv) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived more than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year and Seller, within twelve (12) months after completion of such acquisition referred to in this clause (iv), winds down, liquidates or enters into a definitive agreement to cause the divesture of the Competitive Business of such Person and thereafter completes such divestiture, or (v) owning, operating, controlling, managing or engaging in any of the Retained Business, as conducted as of the date hereofMA. In the event of a transaction that results in an unaffiliated third party (or its equityholders) acquiring a majority of the equity of Seller (whether by merger, stock sale or otherwise), such unaffiliated third party and its Affiliates (other than Seller and its subsidiaries) shall not be subject to the restrictions set forth in this Section 7.07 following the completion of such sale.

Non-Competition. (ai) During the Restricted Non-Compete Period, Seller to the extent permissible under California law, the Executive shall not, and shall cause its subsidiaries not to, directly or indirectlyindirectly through an intermediary, own, operate, control, manage(A) solicit or encourage any client or customer of the Employer or any Company Affiliate, or engage any person or entity who was a client or customer within 180 days prior to Executive’s action, to terminate, reduce or alter in a manner adverse to the Employer or any Competitive Business. Company Affiliate any existing business arrangements with the Employer or any Company Affiliate or to transfer existing business from the Employer or any Company Affiliate to any other person or entity, or (bB) Notwithstanding the foregoing, nothing in Section 7.07(a) shall prevent Seller or its subsidiaries from provide services to any entity if (i) providing during the preceding 12 months more than 10% of the revenues of such entity and its affiliates is derived from any services to Purchaser business from which the Employer derived more than 10% of its revenues during such period (such percentage determined on a pro forma basis for any business acquired during such 12 month period as if the acquisition had occurred at the beginning of such 12 month period) (a “Material Business”) or its Affiliates (including the Company Group) as contemplated by the Transition Services Agreement, (ii) owningthe services to be provided by the Executive are competitive with a Material Business and substantially similar to those previously provided by the Executive to the Employer; provided, directly however, that following a Change in Control, this Section 7(d)(i)(B)(i) shall not apply to the Executive, or indirectly(C) own an interest in any entity described in subsection (B)(i) immediately above; provided, however, that Executive may own, as a passive investmentinvestor, securities of any Person who engages such entity that has outstanding publicly traded securities so long as his direct holdings in a Competitive Business if neither Seller nor any of its subsidiaries, individually or such entity shall not in the aggregate, beneficially owns 10aggregate constitute more than 5% or more of any class of securities the voting power of such Person, (iii) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisitionentity. For purposes of this Section 7(d), a Person “client or business thatcustomer” shall be limited to any actual borrower, at the time of such acquisition, engages in a Competitive Business if such Person customer or business derived less than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year, (iv) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived more than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year and Seller, within twelve (12) months after completion of such acquisition referred to in this clause (iv), winds down, liquidates or enters into a definitive agreement to cause the divesture client of the Competitive Business of such Person and thereafter completes such divestiture, or Employer (v) owning, operating, controlling, managing or engaging in any of the Retained Business, as conducted as of the date hereof. In the event of a transaction that results in an unaffiliated third party (or its equityholders) acquiring a majority of the equity of Seller (whether by merger, stock sale or otherwise), such unaffiliated third party and its Affiliates (other than Seller and its subsidiaries) shall not be subject to the restrictions set forth in the Employer’s CAM or substantially similar successor or other system) and any other entity in the “term sheet issued,” “term sheet executed” or “credit committee approved” categories listed in the Employer’s DealTracker or substantially similar successor or other system. The Executive agrees that, before providing services, whether as an employee or consultant, to any entity during the Non-Compete Period, he will provide a copy of this Agreement to such entity, and such entity shall acknowledge to the Employer in writing that it has read this Agreement. The Executive acknowledges that this covenant has a unique, very substantial and immeasurable value to the Employer, that the Executive has sufficient assets and skills to provide a livelihood for the Executive while such covenant remains in force and that, as a result of the foregoing, in the event that the Executive breaches such covenant, monetary damages would be an insufficient remedy for the Employer and equitable enforcement of the covenant would be proper. (ii) If the restrictions contained in Section 7.07 following 7(d)(i) shall be determined by any court of competent jurisdiction to be unenforceable by reason of their extending for too great a period of time or over too great a geographical area or by reason of their being too extensive in any other respect, Section 7(d)(i) shall be modified to be effective for the completion maximum period of such saletime for which it may be enforceable and over the maximum geographical area as to which it may be enforceable and to the maximum extent in all other respects as to which it may be enforceable.

Non-Competition. (a) During the Restricted period commencing on the Closing Date and ending on the fifth (5th) anniversary thereof (the “Non-Competition Period”), Seller shall notneither Seller, and shall cause nor any of its subsidiaries not toAffiliates shall, directly or indirectly, ownfor himself, operateherself or itself or through or on behalf of any other Person, controlinvest (other than interests of less than five percent (5%) in publicly traded securities), manageengage or become involved, either as an owner, principal, agent, advisor, equity holder, manager, partner, joint venturer, participant or consultant, or engage in permit any of its then-employed officers or directors to serve as an officer or director in, any business enterprise which (a) derives any revenues from the rendering of medical diagnostic imaging services, and (b) is located or operating, or servicing patients or customers located, within ten (10) miles of any location at which RH or its Subsidiaries operated its respective businesses immediately prior to the Closing Date (“Competitive Business”). (b) Notwithstanding the foregoing, nothing none of the following transactions shall be deemed to violate the covenant contained in Section 7.07(a5.2(a) shall prevent Seller or its subsidiaries from hereof: (i) providing the acquisition by Seller or any services to Purchaser or of its Affiliates (including the Company Group) as contemplated by the Transition Services Agreement, (ii) owning, directly or indirectly, as a passive investment, securities of any Person who engages in a Competitive Business if neither Seller nor any by merger, acquisition, purchase of its subsidiaries, individually or in substantially all of the aggregate, beneficially owns 10% or more of any class of securities assets of such Person, or otherwise, where the acquired Person derived no more than ten percent (iii10%) acquiringof its consolidated revenues from any Competitive Business in the twelve (12) month period prior to such acquisition (“Exempt Acquisition”), or (ii) any acquisition of Seller by merger, consolidationacquisition, stock or asset acquisitionpurchase of substantially all of the assets of Seller, or otherwise, and owning, after such acquisition, even if all or a Person or portion of the acquiring entity’s business that, at the time of such acquisition, engages in includes a Competitive Business if such Person or business derived less than 15% Business; provided that the purpose of its total consolidated annual revenues from a the acquisition was not to circumvent the prohibition in Section 5.2(a). (c) In the event of an Exempt Acquisition, Seller shall, promptly following consummation of the Exempt Acquisition, provide written notice to Buyer (the “Sale Notice”) offering to sell the applicable Competitive Business to Buyer for a purchase price that reflects a fair allocation to the Competitive Business of the aggregate purchase price paid by Seller in its most recently completed fiscal year, the Exempt Acquisition. (iviii) acquiring, by merger, consolidation, stock or asset acquisitionIf Buyer does not deliver a written response to Seller accepting such offer within ten (10) Business Days of the date of the Sale Notice, or otherwisedelivers a written notice within such time period declining to purchase the Competitive Business, and owning, after such acquisition, a Person Seller may operate or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived more than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year and Seller, within twelve (12) months after completion of such acquisition referred to in this clause (iv), winds down, liquidates or enters into a definitive agreement to cause the divesture dispose of the Competitive Business of without restriction. (iv) If Buyer delivers a written response to Seller accepting such Person and thereafter completes such divestiture, or offer within ten (v10) owning, operating, controlling, managing or engaging in any of the Retained Business, as conducted as Business Days of the date hereof. In the event of a transaction that results in an unaffiliated third party (or its equityholders) acquiring a majority of the equity of Sale Notice, Seller shall sell the Competitive Business to Buyer on an “as is, where is” basis with no representations and warranties from Seller (whether except that Seller shall use commercially reasonable efforts, to the extent contractually permissible, to assign to Buyer any rights to indemnification with respect to the Competitive Business under the purchase agreement relating to Seller’s acquisition of the Competitive Business). At the closing of the sale to Buyer of the Competitive Business, which shall occur no later than sixty (60) days following the date of Buyer’s election to accept Seller’s offer, Buyer shall pay to Seller the purchase price specified in the Sale Notice in full in immediately available funds to an account specified by mergerSeller. If the closing of the sale to Buyer does not occur within such sixty (60) day period other than as a result of Seller’s actions or omissions taken or made with the intent to delay the closing, stock Seller may operate or dispose of the Competitive Business without restriction; provided that if the closing of the sale or otherwise)to Buyer does not occur within such sixty (60) day period as a result of the failure to obtain any required regulatory approval for reasons beyond Buyer’s control, such unaffiliated third party and its Affiliates (other than Seller and its subsidiaries) shall not closing may be subject delayed for a reasonable period of time in order to the restrictions set forth in this Section 7.07 following the completion of obtain such saleapproval.

Non-Competition. (a) During Seller agrees that for the Restricted Periodperiod commencing on the Closing Date and expiring on the third anniversary of the Closing Date, Seller shall not, and shall cause neither it nor any of its subsidiaries not toSubsidiaries shall, directly or indirectly, own, manage, operate, control, manage, participate or otherwise engage in any Competitive business that competes with the Business (together, a “Competing Business.”), including by using, licensing or otherwise exploiting Intellectual Property in a Competing Business; provided, that nothing in this Section 5.10(a) shall preclude Seller or a Seller Entity from: (bA) Notwithstanding owning or (B) acquiring and, after such acquisition, owning, in each case, up to 5% of the foregoingoutstanding equity interests of any Person engaged in a Competing Business so long as its ownership interest in such Person is passive and non-controlling; (A) owning or (B) acquiring and, nothing in Section 7.07(a) shall prevent Seller or its subsidiaries from (i) providing any services to Purchaser or its Affiliates (including the Company Group) as contemplated by the Transition Services Agreementafter such acquisition, (ii) owning, directly or indirectly, as a passive investmentan interest of no greater than 10% of the outstanding equity securities in, securities of and thereafter participating in the business of, any Person who engages that does not have a class of securities registered under the Securities Exchange Act of 1934, as amended, or an equivalent Law in a Competitive foreign jurisdiction, so long as (w) such investment at the time it was made did not exceed $10,000,000, (x) the implied valuation of such Person as of the date of such investment did not exceed $250,000,000, (y) Seller or its Subsidiary, as applicable, does not have the right to more than two seats on the board of directors or similar governing body of such Person (so long as such seats do not constitute 50% or more of the total board seats) and (z) the primary business in which such Person is engaged is not a Competing Business; (iii) acquiring and, after such acquisition, owning an interest in, or being acquired by, any Person that is engaged in a Competing Business if such Competing Business generated less than 15% of such Person’s consolidated annual revenues in the last completed fiscal year of such Person and Buyer is provided prompt written notice on the closing date of such acquisition; provided, that (A) if Seller or any of its Affiliates has acquired control of such Person engaged in a Competing Business, it will cause a sufficient portion of such Competing Business to be divested within 12 months after such acquisition such that any portion of such Competing Business retained following such divestiture generated less than 5% of such Person’s consolidated annual revenues in the last completed fiscal year of such Person and (B) if Seller or any of its Affiliates has not acquired control, it will use its reasonable best efforts to cause a sufficient portion of such Competing Business to be divested within 12 months after such acquisition such that any portion of such Competing Business retained following such divestiture generated less than 5% of such Person’s consolidated annual revenues in the last completed fiscal year of such Person; (iv) entering into or participating in a joint venture, partnership or other strategic business relationship with any Person engaged in a Competing Business, so long as (A) such joint venture, partnership or other strategic business relationship does not itself, directly or indirectly, own, manage, operate, control, participate or engage in a Competing Business or take any action in furtherance of, or in preparation of, directly or indirectly, owning, managing, operating, controlling, participating or engaging in a Competing Business at a future date and (B) neither Seller nor any of its subsidiariesAffiliates renders financial assistance or takes any other action, individually in each case, in furtherance of or in the aggregate, beneficially owns 10% or more of any class of securities preparation of such Personjoint venture, (iii) acquiringpartnership or other strategic business relationship, by mergerdirectly or indirectly, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived less than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year, (iv) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived more than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year and Seller, within twelve (12) months after completion of such acquisition referred to in this clause (iv), winds down, liquidates or enters into a definitive agreement to cause the divesture of the Competitive Business of such Person and thereafter completes such divestiture, or (v) owningmanaging, operating, controlling, managing participating or engaging in a Competing Business at a future date; (v) exercising its rights or performing or complying with its obligations under or as contemplated by this Agreement or any of the Retained Ancillary Agreements; (vi) engaging in any business relating to tires used for agricultural or proximately related purposes that are not otherwise a Competing Business; (vii) providing services or offering solutions that have applications for both tires included in the definition of “Business” and other tires; provided, as conducted that such services or solutions are not provided, designed, offered or marketed primarily to service or address solutions for tires included in the definition of the “Business” at the time of the Closing; provided, further, that the foregoing shall not permit Seller and its Subsidiaries to design, manufacture, or sell OTR Tire Products; (viii) engaging in any business set forth on Section 5.10(a) of the Seller Disclosure Letter; or (ix) owning, managing, operating, or otherwise engaging in any business that is owned, managed, operated or otherwise engaged in as of the date hereof. In of this Agreement under the event “Dunlop” brand or any similar brands derived therefrom, in each case, solely to the extent consistent, in all material respects, with the ordinary conduct of a transaction such business in the 12 months immediately preceding the Execution Date, including as to specific product type and size, annual manufacturing and sales volumes, specific geographic scope and number and type of customers. (b) The Parties acknowledge that results in an unaffiliated third party (or its equityholders) acquiring a majority of the equity of Seller (whether by merger, stock sale or otherwise), such unaffiliated third party and its Affiliates (other than Seller and its subsidiaries) shall not be subject to the restrictions set forth in this Section 7.07 following 5.10 are reasonable in scope, geographic area and duration. The Parties further acknowledge that the completion restrictions set forth in this Section 5.10, including with respect to scope, geographic area and duration, are necessary, reasonable and fair in all respects to protect Buyer’s significant investment in the Business, including its goodwill, and that Buyer would not enter into this Agreement without the restrictions contained in this Section 5.10. It is the desire and intent of the Parties that the provisions of this Section 5.10 be enforced to the fullest extent permissible under applicable Law. It is expressly further understood and agreed that although Seller and Buyer consider such salecovenants to be necessary, fair and reasonable, if a judicial determination is made by a court of competent jurisdiction that the time or any other restriction contained in Section 5.10(a) is an invalid or unenforceable restriction against Seller or any of its Affiliates, the provisions of Section 5.10(a) shall not be rendered void but shall be deemed amended to apply to such maximum time and to such maximum extent as such court may judicially determine or indicate to be enforceable. Therefore, the Parties agree that money damages would not be a sufficient remedy for any threatened or actual breach of Section 5.10(a) by Seller, and that, in addition to all other remedies it may be entitled to, Buyer shall be entitled to specific performance, or injunctive or other equitable relief in order to enforce or prevent any breach of this Section 5.10 without the requirement of posting a bond, other security or any similar requirement. The time period that Section 5.10(a) shall be in effect shall be extended by the length of any period during which Seller or any of its Affiliates is in breach of the terms of Section 5.10(a).

Non-Competition. While the Executive is employed by the Company or is --------------- receiving payments pursuant to Section 9.4 of this Employment Agreement and for a period of two years immediately thereafter (a) During the Restricted "Non-Competition Period"), Seller the Executive shall not, and shall cause its subsidiaries not to, directly or indirectlyindirectly (including, without limitation, through any affiliate), alone or in association with others, own, manage, operate, controlcontrol or participate in the ownership, managemanagement, operation or control of, or engage be connected as an officer, employee, investor, principal, joint venturer, stockholder, partner, director, consultant, agent or otherwise with, or have any financial interest (through stock or other equity ownership, investing of capital, lending of money or otherwise) (other than wholly passive ownership of less than five percent (5%) of the outstanding equity securities of any class registered under the Securities Exchange Act of 1934, as amended, or similar laws of Canada) in, any business, venture or activity that, anywhere in the United States of America or Canada, is involved in competition with the Company or any Competitive Business. of its Subsidiaries or Affiliates, namely (bA) Notwithstanding the foregoingmanufacture, nothing in Section 7.07(a) shall prevent Seller distribution, sale or its subsidiaries from installation of (i) providing any products or services to Purchaser of the type manufactured, distributed, sold or installed by the Company or any of its Subsidiaries or Affiliates (including including, without limitation, custom, semi-custom and stock wood and laminate kitchen cabinets, bathroom vanities and related accessories for distribution to independent dealers, home centers and lumber yards) or (ii) any other products or services that compete with any products or services of the type referred to in clause (i), or (B) any other business in which the Company Groupor any of its Subsidiaries or Affiliates is engaged, or is actively considering becoming engaged, on the date hereof or thereafter during such Executive's employment with the Company or, with respect to post-employment activities, was so engaged or actively considering becoming engaged at the date of termination of employment (it being agreed, however, that this Section 6.1 shall not prohibit (i) as contemplated by the Transition Services Agreement▇▇▇▇ ▇▇▇▇▇▇ from having an ownership interest in, or being employed by, Evin Marketing Ltd., an Alberta corporation, (ii) owning▇▇▇▇▇▇▇ ▇▇▇▇, directly ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, or indirectly▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ from having an ownership interest in, as or being employed by, Bulrad Enterprises, Inc., a passive investment, securities of any Person who engages in a Competitive Business if neither Seller nor any of its subsidiaries, individually or in the aggregate, beneficially owns 10% or more of any class of securities of such PersonCalifornia corporation, (iii) acquiringthe Executive from lending up to (U.S.) $150,000 to ▇▇▇▇▇▇▇ ▇▇▇▇, by merger▇▇▇▇ ▇▇▇▇, consolidation, stock or asset acquisition▇▇▇▇▇▇▇ ▇▇▇▇, or otherwise▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ in connection with the sale of Bulrad Enterprises, Inc. to ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, and owning▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, after such acquisitionon the terms and subject to the conditions previously disclosed to the Company, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived less than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year, and (iv) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisitionthe Executive from maintaining a passive ownership interest (not to exceed 25% of the outstanding capital stock) in KCC Toronto Ltd., a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived more than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year and Seller, within twelve (12) months after completion of such acquisition referred to in this clause (ivCanadian corporation), winds down, liquidates or enters into a definitive agreement to cause the divesture of the Competitive Business of such Person and thereafter completes such divestiture, or (v) owning, operating, controlling, managing or engaging in any of the Retained Business, as conducted as of the date hereof. In the event of a transaction that results in an unaffiliated third party (or its equityholders) acquiring a majority of the equity of Seller (whether by merger, stock sale or otherwise), such unaffiliated third party and its Affiliates (other than Seller and its subsidiaries) shall not be subject to the restrictions set forth in this Section 7.07 following the completion of such sale.

Non-Competition. (a) During Except with the Restricted Periodprior written consent of the Buyer, during the period commencing immediately after the Closing Date and ending on the third anniversary of the Closing Date, the Seller shall not, and shall cause its subsidiaries Subsidiaries (the Seller together with its Subsidiaries, the “Restricted Entities”) not to, directly or indirectly, own, operate, control, manage, or to engage in (i) any Competitive business with annual revenue greater than $10,000,000 whose primary revenue source comes from owning and operating consumer facing websites or (ii) any consumer facing internet business that provides financial information or price comparison or search services (each such business, as so conducted, a “Competing Business”). (b) Notwithstanding any provision to the foregoingcontrary in this Section 5.12, nothing in Section 7.07(a) shall prevent Seller or its subsidiaries from (i) providing any services to Purchaser or its Affiliates (including the Company Group) as contemplated by the Transition Services AgreementRestricted Entities, (ii) owningcollectively, may, directly or indirectly, as a passive investment, securities of any Person who engages in a Competitive Business if neither Seller nor any of its subsidiaries, individually : (i) purchase or in the aggregate, beneficially owns 10% or more of any class of securities of such Person, (iii) acquiring, otherwise acquire by merger, consolidationpurchase of assets, stock or asset acquisition, controlling interest or otherwise, and owning, after such acquisition, a otherwise any Person or business thatthe acquisition of which would otherwise cause non-compliance with Section 5.12(a) (such acquired Person, the “Acquired Entity”), so long as: (A) a Restricted Entity divests to an unaffiliated third party within six months of such acquisition any portion of such business that would otherwise cause non-compliance with Section 5.12(a) unless the third anniversary of the Closing has occurred prior to such six-month anniversary); or (B) at the time of such acquisition, the revenues derived from that portion of the Acquired Entity that engages in the Competing Business constitute less than 20% of the annual net revenues of the Acquired Entity for each of the last 3 years prior to such acquisition; (ii) acquire, own or invest in any class of security of any Person regardless of whether such Person engages in a Competitive Business if such Person or business derived less than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal yearCompeting Business, (iv) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after but only to the extent such acquisition, ownership or investment is completed through a Person or business that, at bona fide employee benefit plan of any Restricted Entity in the time ordinary course of such acquisition, engages plan's operation; or (iii) hold or make investments in a Competitive Business any Person if such Person or business derived more than 15securities are listed on an internationally recognized securities exchange, in each case not in excess of 5% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year and Seller, within twelve (12) months after completion the outstanding securities of such acquisition referred to in this clause Person. (iv), winds down, liquidates or enters into a definitive agreement to cause the divesture of the Competitive Business of such Person and thereafter completes such divestiture, or (vc) owning, operating, controlling, managing or engaging in any of the Retained Business, as conducted as of the date hereof. In the event of a transaction that results in an unaffiliated third party (or its equityholders) acquiring a majority any Subsidiary of the equity Seller ceases to be a Subsidiary of the Seller (whether by mergerdivestiture, stock sale merger or otherwisebusiness combination), the provisions of this Section 5.12 shall no longer apply to such unaffiliated third party and its Affiliates Person or any surviving entity of the same. (other than Seller and its subsidiariesd) shall not be subject to the The restrictions set forth in this Section 7.07 following 5.12 shall not apply to any third Person who is engaged in a Competing Business at the completion time such third Person engages in a merger or business combination with a Restricted Entity, including any surviving entity of such salethe same. (e) If, at any time of enforcement of any of the provisions of this Section 5.12, a court of competent jurisdiction holds that the restrictions stated herein are unreasonable under the circumstances then existing, the parties hereto agree that the maximum period, scope or geographic area of this Section 5.12 shall be limited to those that are necessary or appropriate to protect the property of the Transferred Group.

Non-Competition. (a) During the Restricted period commencing immediately after the Closing and ending on the third anniversary of the Closing Date (the "Noncompetition Period") (unless only a shorter maximum period is permitted by applicable Law, in which case, during such shorter period), the Seller shall not, and shall cause its subsidiaries Affiliates (the Seller together with its Affiliates, the "Restricted Entities") not to, engage, directly or indirectly, in any capacity, have any direct or indirect ownership interest in, manage, operate, finance or control any business anywhere in the United States which is engaged, either directly or indirectly, in the Restricted Business. (b) Notwithstanding any provision to the contrary in this Section 6.12, any Restricted Entity may: (i) purchase or otherwise acquire by merger, purchase of assets, stock or controlling interest or otherwise, or engage in any similar merger and acquisition activity with, any Person or business that engages in the Restricted Business and thereafter continue such Person's business, so long as at the time of such acquisition, the revenues derived from that portion of the acquired Person that engages in the Restricted Business constitute less than 15% of the annual gross revenues of the acquired Person; (ii) acquire, own or manage for the account of third parties through a mutual fund, employee benefit plan, trust account or similar investment pool or vehicle, any class of security of any Person regardless of whether such Person engages in the Restricted Business (so long as such investment is solely passive in nature and made only for investment purposes); (iii) hold or make any equity investment in any Person in which (x) no Restricted Entity has a right to designate a majority, or such higher amount constituting a controlling number, of the members of the board of directors (or similar governing body) of such Person, and (y) such Restricted Entity holds not more than 10% of the outstanding voting securities or similar equity interest in such Person; provided, that no Restricted Entity controls the management of such Person; or (iv) for the avoidance of doubt, engage in manufacturing of any kind and any selling, marketing, distributing, supplying, renting, third party billing or any other business activity in the fields of pain management, wound site management or post-operative surgical treatments. (c) In the event any Affiliate of the Seller ceases to be an Affiliate of the Seller (or any of its successors and assigns), the provisions of this Section 6.12 shall no longer apply to such Person. (d) If the Seller is purchased or otherwise acquired by merger, purchase of assets, stock or controlling interest or otherwise, by any Person that is not an Affiliate of the Seller immediately prior to the execution of the definitive agreement relating to such purchase or other acquisition, then (i) such Person and its Affiliates shall not be deemed Restricted Entities for the purposes of this Section 6.12 and (ii) the restrictions set forth in Section 6.12(e) and (f) shall not apply to such Person and its Affiliates. (e) The Seller covenants that, during the Noncompetition Period, the Seller shall not, and it shall cause its current Affiliates not to, directly or indirectly, own, operate, control, manage, solicit or entice any clients or customers of the Company to engage in any Competitive business relationship which could reasonably be expected to materially harm the Restricted Business. (bf) Notwithstanding The Seller covenants that, during the foregoingperiod commencing from the Closing Date and ending on the second anniversary of the Closing Date, nothing in Section 7.07(a) without the prior written consent of the Buyer (which consent shall prevent not be unreasonably withheld, delayed or conditioned), the Seller or its subsidiaries from (i) providing any services to Purchaser or shall not, and it shall cause its Affiliates (including the Company Group) as contemplated by the Transition Services Agreement, (ii) owningnot to, directly or indirectly, as a passive investment, securities of any Person who engages in a Competitive Business if neither Seller nor any of its subsidiaries, individually or in the aggregate, beneficially owns 10% or more of any class of securities of such Person, (iii) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived less than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year, (iv) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived more than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year and Seller, within twelve (12) months after completion of such acquisition referred to in this clause (iv), winds down, liquidates or enters into a definitive agreement to cause the divesture of the Competitive Business of such Person and thereafter completes such divestiture, or (v) owning, operating, controlling, managing or engaging in any of the Retained Business, as conducted as of the date hereof. In the event of a transaction that results in an unaffiliated third party (or its equityholders) acquiring a majority of the equity of Seller (whether by merger, stock sale or otherwise), such unaffiliated third party and its Affiliates indirectly solicit (other than Seller a solicitation by general advertisement) the employment or engagement of services of, any person who is or was employed as an employee, contractor or consultant by the Company during such period on a full- or part-time basis. (g) If a court of competent jurisdiction determines that the character, duration or geographical scope of the provisions of this Section 6.12 is unreasonable, it is the intention and its subsidiaries) the agreement of the parties that such court shall be empowered to reform such provisions, in such jurisdiction to the extent that comes closest to the intentions of the parties with respect to such unreasonable term or provision. The covenants contained in this Section 6.12 are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not be subject to invalidate or render unenforceable the restrictions remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction. (h) The Seller acknowledges that the covenants of the Seller set forth in this Section 7.07 following 6.12 are an essential element of this Agreement and that any breach by the completion Seller of any provision of this Section 6.12 will result in irreparable injury to the Buyer. The Seller acknowledges that in the event of such salea breach, in addition to all other remedies available at law, the Buyer shall be entitled to equitable relief, including injunctive relief, and an equitable accounting of all earnings, profits or other benefits arising therefrom, as well as such other damages as may be appropriate.

Non-Competition. (a) During For a period of five years after the Closing (the "Restricted Period"), Seller ISI and its Subsidiaries shall notnot engage in any business anywhere in the world that competes in any material respect with the Business; provided, however, that: (i) Nothing contained in this Section 5.08(a) shall relate to or otherwise restrict the existing steel service, distribution and materials processing business of Ryerson ▇▇▇▇, Inc., a subsidiary of ISI, and the existing Subsidiaries of Ryerson ▇▇▇▇, Inc., or the existing business of Magnetics International, Inc. or Inland International, Inc.; (ii) Nothing contained in this Section 5.08(a) shall cause preclude ISI, Ryerson ▇▇▇▇, Inc., its subsidiaries not tosubsidiaries, Magnetics International, Inc. or Inland International Inc., from expanding their existing business; provided that no such expansion shall include, directly or indirectlythrough ownership of an equity interest in any Person, ownany business engaged in steel manufacturing or any steel manufacturing assets, operate, control, manageexcept that ISI may acquire any interest in any business (an "Acquired ISI Business") some or all of the operations of which would otherwise violate the foregoing provision (the "Competing ISI Operations") so long as (x) the annual revenues attributable to the Competing ISI Operations do not exceed 20% of the annual revenues of the Acquired ISI Business, or engage in any Competitive Business.(y) if they do, the acquiring entity divests itself of the Competing ISI Operations as soon as practicable, but no later than 12 months after such acquisition; and (b) Notwithstanding the foregoing, nothing in Section 7.07(a) shall prevent Seller or its subsidiaries from (i) providing any services to Purchaser or its Affiliates (including the Company Group) as contemplated by the Transition Services Agreement, (ii) owning, directly or indirectly, as a passive investment, securities of any Person who engages in a Competitive Business if neither Seller nor any of its subsidiaries, individually or in the aggregate, beneficially owns 10% or more of any class of securities of such Person, (iii) acquiringFor the purposes of this Section 5.08(a), by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time ownership of such acquisition, engages in a Competitive Business if such Person or business derived less than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year, (iv) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived securities having no more than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year and Seller, within twelve (12) months after completion of such acquisition referred to in this clause (iv), winds down, liquidates or enters into a definitive agreement to cause the divesture two percent of the Competitive Business outstanding voting power of such Person and thereafter completes such divestiture, any company which are listed on any national securities exchange or (v) owning, operating, controlling, managing or engaging traded actively in any of the Retained Business, as conducted as of the date hereof. In the event of a transaction that results in an unaffiliated third party (or its equityholders) acquiring a majority of the equity of Seller (whether by merger, stock sale or otherwise), such unaffiliated third party and its Affiliates (other than Seller and its subsidiaries) national over-the-counter market shall not be subject deemed to the restrictions set forth be in violation of this Section 7.07 following 5.08(a) so long as the completion of Person owning such salesecurities has no other connection or relationship with such company.

Non-Competition. (a) During The parties have negotiated the Restricted Periodnon-competition provisions of this Agreement as an integral part of the transaction. The merger consideration is substantially higher than the net book value of Jaguar, Seller shall notresulting in substantial "goodwill" being paid by Central for the ongoing prospects of Jaguar's business. The Employees acknowledge that the Central is willing to pay the merger consideration and proceed with the transaction because of Jaguar's customer relationships, growth potential, and shall cause its subsidiaries other prospects, and that such prospects would be severely and irreparably harmed by competition from the Employees. The Employees further acknowledge that Central would not tohave entered into this Agreement without the non-competition provisions contained herein. The Employees willingly agree to the non-competition provisions of Section 6.05(b) hereof as consideration for the merger consideration and agree that the non-competition provisions are reasonable and are necessary to induce Central to enter into this Agreement. Through the later of (i) six (6) months following termination of employment with Central or an affiliate, or (ii) June 30, 2004, each Employee agrees that he will not, directly or indirectly, except in the course of his employment with Central, or an affiliate, engage or invest in, own, manage, operate, finance, control, manageor participate in the ownership, management, operation, financing, or engage control of, be employed by, associated with, or in any manner connected with, lend their name or any similar name to, lend their credit to or render services or advice to, any Competitive Business. (b) Notwithstanding the foregoing, nothing in Section 7.07(a) shall prevent Seller or its subsidiaries from (i) providing any services to Purchaser or its Affiliates (including the Company Group) as contemplated by the Transition Services Agreement, (ii) owning, directly or indirectly, as a passive investment, securities of any Person who Business that engages in a Competitive Business if neither Seller nor any of its subsidiaries, individually or business in the aggregateUnited States; provided, beneficially owns 10% however, that each employee may purchase or otherwise acquire up to (but not more than) one percent as an aggregate of all such purchases and acquisitions made by such Employee of any class of securities of any enterprise (but without otherwise participating in the activities of such Personenterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934; whether for his own account or for the account of any other person, (iii) acquiringat any time after the Closing, solicit business of the same or similar type being carried on by mergerCentral, consolidationor an affiliate, stock from any person that is or asset acquisitionwas a customer of Central, Jaguar, or any affiliate, whether or not they had personal contact with such person during and by reason of such Employee's employment with Central, Jaguar, or any affiliate; whether for his own account or the account of any other person at any time after Closing, solicit, employ, or otherwise engage as an employee, independent contractor, or otherwise, and owningany person who is or was an employee of Central, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived less than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year, (iv) acquiring, by merger, consolidation, stock or asset acquisitionJaguar, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived more than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year and Seller, within twelve (12) months after completion of such acquisition referred to in this clause (iv), winds down, liquidates or enters into a definitive agreement to cause the divesture of the Competitive Business of such Person and thereafter completes such divestiturean affiliate, or (v) owning, operating, controlling, managing or engaging in any manner induce or attempt to induce any employee of Central, Jaguar, or an affiliate to terminate his or her employment with Central, Jaguar, or an affiliate; or at any time interfere with the Retained Businessrelationship between Central, as conducted as or any affiliate and any other person, including any person who at any time was an employee, contractor, supplier, or customer of the date hereof. In the event Central, Jaguar, or an affiliate; or at any time after Closing, disparage Central, Jaguar, or any affiliate, or any of a transaction that results in an unaffiliated third party (their shareholders, directors, officers, employees, or its equityholders) acquiring a majority of the equity of Seller (whether by merger, stock sale or otherwise), such unaffiliated third party and its Affiliates (other than Seller and its subsidiaries) shall not be subject to the restrictions set forth in this Section 7.07 following the completion of such saleagents.

Non-Competition. (a) During For a period beginning on the Closing Date until the date which is five (5) years after the Closing Date (the “Restricted Period”), Seller shall will not, and shall will cause its subsidiaries Subsidiaries not to, directly or indirectly, for itself or on behalf of or in conjunction with any third party, own, manage, operate, controlcontrol hold any interest in, manageengage or participate in any manner with the ownership, management, operation or control of any Person or business, whether in corporate, proprietorship or partnership form or otherwise, that is engaged in, or engage otherwise competes with, the Business in any the United States of America, Canada or Mexico. The activities of the Business as presently conducted are referred to in this Agreement collectively as the “Seller Competitive BusinessActivities.” (b) Notwithstanding the foregoing, nothing in Section 7.07(a) shall prevent Seller or its subsidiaries from and for the avoidance of doubt, the activities of (i) providing any services to Purchaser or its Affiliates (including the Company Group) as contemplated by the Transition Services AgreementAssociated Spring, (ii) owning, directly or indirectly, as a passive investment, securities of any Person who engages in a Competitive Business if neither Seller nor any of its subsidiaries, individually or in the aggregate, beneficially owns 10% or more of any class of securities of such PersonAssociated Spring R▇▇▇▇▇▇, (iii) acquiringaerospace, (iv) H▇▇▇▇▇ stamping and fineblanking technology, (v) nitrogen gas spring and press tools, (vi) S▇▇▇▇▇-Orbis or (vii) Synventive molding solutions. as conducted on the date hereof shall not be deemed to be Seller Competitive Activities. (c) Notwithstanding the provisions of Section 6.6(a), commencing no earlier than twelve (12) months after the Closing Date the acquisition (by asset purchase, stock purchase, merger, consolidation, stock or asset acquisition, consolidation or otherwise) by Seller or any of its Affiliates of the stock, and owning, after such acquisition, a business or assets of any Person or business that, that at the time of such acquisitionacquisition is engaged in Seller Competitive Activities, engages and the continuation of such Seller Competitive Activities following such acquisition shall not be in a Competitive Business if breach of the terms of this Section 6.6 if: the portion of the revenues of such Person or business derived and its subsidiaries on a consolidated basis for the fiscal year ending prior to the date of such acquisition that is attributable to Seller Competitive Activities by such Person and its subsidiaries (“Seller Competitive Revenues”) account for less than 15% twenty percent (20%) of the revenues of such Person and its total subsidiaries on a consolidated annual revenues from a Competitive Business in its most recently completed basis for such fiscal year; and, (iv) acquiringreasonably promptly after the acquisition thereof, by merger, consolidation, stock or asset acquisitionSeller offers, or otherwise, and owning, after such acquisition, a Person or business that, at causes its Affiliates to offer the time portion of such acquisitionbusiness or assets that represent Seller Competitive Activities to Buyer and negotiates in good faith with Buyer as to the terms and conditions of Buyer’s purchase of such business and assets, engages provided that (A) if Buyer notifies Seller in writing that it is unwilling to purchase such business or assets, or (B) if following such good faith negotiations, the Parties are unable to reach agreements on the terms of such a Competitive Business if purchase, Seller promptly uses its commercially reasonable efforts to sell such Person business or assets, including by actively marketing the business derived more than 15% of its total consolidated annual revenues from a Competitive Business or assets on commercially reasonable terms, but, in its most recently completed fiscal year and Sellerany event, causes such sale within twelve (12) months after completion of such acquisition referred to in this clause (iv), winds down, liquidates or enters into a definitive agreement to cause the divesture of the Competitive Business of such Person and thereafter completes such divestiture, or acquisition thereof. (vd) owning, operating, controlling, managing or engaging in any of the Retained Business, as conducted as of the date hereof. In the event of a transaction that results in an unaffiliated third party (or its equityholders) acquiring a majority of the equity of Seller (whether by merger, stock sale or otherwise), such unaffiliated third party and its Affiliates (other than Seller and its subsidiaries) shall not be subject to the restrictions set forth Nothing in this Section 7.07 following 6.6 will restrict or prevent Seller or any of its Affiliates from maintaining and/or undertaking passive investments in Persons primarily engaged in Seller Competitive Activities so long as the completion aggregate interest represented by such investments does not exceed five percent (5%) of any class of the outstanding equity or debt securities of any such salePerson.

Non-Competition. (a) During the Restricted Periodperiod commencing on the Closing Date and ending on the fifth (5th) anniversary of the Closing Date, Seller shall not, and Seller shall cause its subsidiaries Affiliates not to, directly or indirectly, own, operate, manage, control, manageparticipate in, consult with, advise, provide services for, or in any manner engage in any business (including by itself or in association with any Person) that directly competes with the Business as conducted by the Company in the Territory as of the Closing Date (after giving effect to the Transaction) (a “Competitive Business”). Notwithstanding the immediately preceding sentence, this Section 7.3(a) shall not prohibit Seller or any of its Affiliates from: (i) owning (A) not more than five percent (5%) of the outstanding securities of any class listed on a national or foreign securities exchange or regularly traded in the over-the-counter market of any Person engaged, directly or indirectly, in all or a portion of a Competitive Business; or (B) not more than five percent (5%) in value of the indebtedness of any Person engaged, directly or indirectly, in all or a portion of a Competitive Business, without violating the provisions of this Section 7.3, provided that Seller or its applicable Affiliate does not have the power to control or direct the management or affairs of such Person; or (ii) acquiring, in one transaction or a series of transactions, by purchase of stock or assets, merger, consolidation or otherwise, the whole or any part of any Person that carries on all or a portion of a Competitive Business or the whole or any part of a business that includes the carrying on of all or a portion of a Competitive Business if the revenue of such Person or business so acquired attributable to the Competitive Business did not exceed the greater of (A) an amount equal to ten percent (10%) of such Person’s or business’ total revenue as set out in the latest available annual financial statements of such Person or business to the extent such amount is less than or equal to U.S.$250,000,000 and (B) U.S.$50,000,000; provided that Seller or the relevant Affiliate uses its reasonable best efforts to dispose of the Competitive Business as soon as possible, and in any event within twelve (12) months of the date of acquisition of such Person or business. (b) Notwithstanding anything herein to the foregoingcontrary, nothing in Section 7.07(a7.3(a) shall prevent Seller or its subsidiaries from not (i) providing apply to or bind any services to Purchaser third party or its Affiliates that (including A) acquires all or a portion of the Company Group) as contemplated by the Transition Services Agreement, (ii) owning, directly outstanding equity interest of Seller or indirectly, as a passive investment, securities of any Person who engages in a Competitive Business if neither Seller nor any of its subsidiariesAffiliates or (B) acquires all or a portion of the business or assets of Seller or any of its Affiliates, individually or in regardless of the aggregate, beneficially owns 10% or more of any class of securities form of such Persontransaction, (iii) acquiring, by merger, consolidation, stock nor apply to or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived less than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year, (iv) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived more than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year and Seller, within twelve (12) months after completion of such acquisition referred to in this clause (iv), winds down, liquidates or enters into a definitive agreement to cause the divesture of the Competitive Business of such Person and thereafter completes such divestiture, or (v) owning, operating, controlling, managing or engaging in bind any of the Retained Business, as conducted as Affiliates of the date hereof. In the event of a transaction that results in an unaffiliated such third party (or its equityholders) acquiring a majority of the equity of Seller (whether by merger, stock sale or otherwise), such unaffiliated third party and its Affiliates (other than Seller and the entities that were Affiliates of Seller prior to such acquisition) or (ii) in any way limit, diminish or waive any of Seller’s or its subsidiaries) shall not be subject to Affiliates’ rights or obligations under the restrictions set forth in this Section 7.07 following the completion of such saleSeller Transition Services Agreement.

Non-Competition. (ai) During Except as contemplated by the Restricted Transaction Agreements, for a period of twenty-four (24) months following the Closing Date (the “Non-Compete Period”), Seller shall notSellers agree not to, and shall cause its subsidiaries each of their Affiliates not to, directly or indirectly, ownengage, operateas a principal or jointly with others or otherwise, controlin the business of writing, manageissuing, selling, administrating, marketing or engage reinsuring any insurance policies of the types written or issued in connection with the Business within the United States (a “Competing Business”). Sellers shall cause any Competitive Businessand all obligations under this Section 6(i)(i) with respect to any Affiliate that ceases to be an Affiliate of Sellers during the Non-Compete Period to continue in full force and effect with respect to such Affiliate for the then remaining balance of the Non-Compete Period. (bii) Notwithstanding anything to the foregoingcontrary set forth in Section 6(i)(i), and without implication that the following activities otherwise would be subject to the provisions of this Section 6(i), nothing in Section 7.07(athis Agreement shall preclude, prohibit or restrict Sellers from engaging, or require Sellers to cause any of their Affiliates not to engage, in any manner in any of the following: (A) shall prevent Seller making investments in the Ordinary Course of Business in Persons engaging in a Competing Business, provided that each such investment is a passive investment where Sellers and their Affiliates: (I) do not have the right to designate a majority of the members of the board of directors or its subsidiaries from other governing body of such entity or to otherwise influence or direct the operation or management of any such entity, (iII) are not participants with any other Person in any group (as such term is used in Regulation 13D of the Securities Exchange Act of 1934, as amended) with such intention or right, and (III) own less than five percent (5%) of the outstanding voting securities (including convertible securities) of such entity; (B) providing any services reinsurance to Purchaser or its Affiliates (including the Company Group) as contemplated by the Transition Services Agreement, (ii) owning, directly or indirectly, as a passive investment, securities of any Person who engages engaging in a Competitive Business if neither Seller nor any of its subsidiariesCompeting Business, individually or so long as Sellers and their Affiliates are not engaged in the aggregatemarketing, beneficially owns 10% production or more of any class of securities administration of such Person, reinsured business; or (iiiC) acquiring, by mergermerging or combining with any business that would otherwise violate this Section 6(i) that is acquired from any Person after the Closing Date (an “After-Acquired Business”); provided, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, either (I) at the time of such acquisition, engages in a Competitive merger or combination, the revenues derived from the Competing Business if such Person or business derived less by the After-Acquired Business (the “Competing After-Acquired Revenues”) constitute no more than fifteen percent (15% %) of its total consolidated annual the gross revenues from a Competitive of the After-Acquired Business in its the most recently completed fiscal year, (iv) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after year immediately prior to the date of such acquisition, a Person merger or business thatcombination (the “Aggregate After-Acquired Revenues”), or (II) if at the time of such acquisition, engages in a Competitive Business if such Person merger or business derived combination, the Competing After-Acquired Revenues constitute more than fifteen percent (15% %) of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year and Sellerthe Aggregate After-Acquired Revenues then, within twelve six (126) months after completion of such acquisition referred to in this clause acquisition, merger or combination, (iv), winds down, liquidates or enters into x) Sellers and/or their Affiliates sign a definitive agreement to cause dispose, and subsequently dispose of, the divesture relevant portion of the Competitive Business business or securities of such Person and thereafter completes After-Acquired Business, (y) Sellers and/or their Affiliates otherwise modify the After-Acquired Business such divestiturethat the Competing After-Acquired Revenues constitute not more than fifteen percent (15%) of the Aggregate After-Acquired Revenues, or (vz) owningthe business of such After-Acquired Business otherwise complies with this Section 6(i); in each case, operating, controlling, managing or engaging in any only if none of the Retained trademarks, service marks, trade names or other designations of Sellers are used in connection with such After-Acquired Business, as conducted as of the date hereof. In the event of a transaction that results in an unaffiliated third party (or its equityholders) acquiring a majority of the equity of Seller (whether by merger, stock sale or otherwise), such unaffiliated third party and its Affiliates (other than Seller and its subsidiaries) shall not be subject to the restrictions set forth in this Section 7.07 following the completion of such sale.

Non-Competition. (a) During the period beginning on the Closing Date and ending on the fifth (5th) anniversary of the Closing Date (the “Non-Competition Period”), each of ▇. ▇▇, ▇▇▇▇▇ and Pen (each, a “Restricted Period, Seller Party”) shall not, and shall cause its subsidiaries each of their Affiliates not to, directly or indirectly, (i) acquire, own, manage, operate, join, control, manageparticipate in the ownership, management, operation or control of or engage in, consult with or perform services for, lend money or capital to, invest capital in, or engage be connected in any Competitive manner with, including as a partner or through ownership of Equity Interests in, any business or Person (other than ownership of Equity Interests in Buyer or any of its Affiliates) that engages anywhere in the world (the “Restricted Territory”) that competes with the Business or (ii) become employed by or otherwise render personal services to any Person (other than Buyer or any of its Affiliates) that competes with the Business; provided, that nothing in this Agreement will prohibit any Restricted Party’s ability to (A) make or maintain passive investments of less than five percent (5%) of the outstanding equity of a Person so long as such Restricted Party or Affiliate, as applicable, has no active participation in connection with the business of such Person, (B) continue after the Closing to own or operate the businesses described in clauses (a) and (b) of the definition of “Excluded Businesses”, subject to the scope and geographic limitations set forth in such definition, or (C) with respect to the Restricted Parties who are members of the board of directors of NimbleFins as of the Closing Date, continue to serve as board members of NimbleFins for so long as such board membership is required by applicable Laws. (b) Notwithstanding During the foregoingNon-Competition Period, nothing in Section 7.07(a) each Restricted Party and ▇. ▇▇ shall prevent Seller or its subsidiaries from (i) providing any services to Purchaser or its not, and shall cause each of their Affiliates (including the Company Group) as contemplated by the Transition Services Agreement, (ii) owningnot to, directly or indirectly, as a passive investment, securities solicit or offer employment to any individual who is an employee of any Person who engages in a Competitive Business if neither Seller nor any of its subsidiaries, individually Acquired Company or in otherwise induce or attempt to induce (whether for their own account or for the aggregate, beneficially owns 10% or more account of any class other Person) any individual who is an employee of securities any Acquired Company to leave the employ of Buyer, its Affiliates or any Acquired Company; provided, that nothing in this Section 6.6(b) shall prohibit any Restricted Party from: (i) using general solicitations (including through search firms) not targeted at employees of any Acquired Company, or employing any individual who responds to such Personsolicitation; (ii) hiring, employing or discussing employment with any individual who contacts such Restricted Party independently without any solicitations by such Restricted Party or (iii) acquiringsoliciting any individual who has left the employment of Buyer, by merger, consolidation, stock its Affiliates or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, any Acquired Company at the time of such acquisition, engages in a Competitive Business if such Person or business derived less than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year, (iv) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived more than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year and Seller, within least twelve (12) months after completion prior to such Restricted Party soliciting such individual. (c) During the Non-Competition Period, each Restricted Party shall not, and shall cause each of their Affiliates not to, directly or indirectly, induce or attempt to induce any customer, supplier, licensee or other business relation of any Acquired Company to cease doing business with Buyer, any Acquired Company or any of their respective Affiliates or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and Buyer, any Acquired Company or any of their respective Affiliates. (d) Each Restricted Party agrees that such Restricted Party’s obligations under this Section 6.6 are special and unique and that any violation thereof would not be adequately compensated by money damages, and each expressly grants Buyer the right to specifically enforce (including injunctive relief where appropriate) the terms of this Section 6.6. (e) The obligations contained in this Section 6.6 shall be construed as a series of separate covenants, one for each country, state, city or other political subdivision of the Restricted Territory. If any of such acquisition referred separate covenants (or any part thereof) is deemed invalid or unenforceable, Buyer and the Restricted Parties agree that such invalid or unenforceable covenant (or such part) shall be eliminated from this Agreement to in this clause the extent necessary to permit the remaining separate covenants (iv), winds down, liquidates or enters into a definitive agreement portions thereof) to cause the divesture of the Competitive Business of such Person and thereafter completes such divestiture, or (v) owning, operating, controlling, managing or engaging in be enforced. If any of the Retained Businessprovisions of this Section 6.6 are deemed to exceed the time, geographic or scope limitations permitted by applicable Law, Buyer and the Restricted Parties agree that such provisions shall be reformed to the maximum time, geographic or scope limitations, as conducted as of the date hereof. In the event of a transaction that results in an unaffiliated third party (or its equityholders) acquiring a majority of the equity of Seller (whether case may be, permitted by merger, stock sale or otherwise), such unaffiliated third party and its Affiliates (other than Seller and its subsidiaries) shall not be subject to the restrictions set forth in this Section 7.07 following the completion of such saleapplicable Law.

Non-Competition. (a) During Each of the Seller and IEG agrees that for a period of thirty-six (36) calendar months beginning at the Closing (the “Restricted Period”), Seller none of the Seller, IEG or any of their Affiliates, whether or not a party to this Agreement or any Related Agreement, shall notoffer, and shall cause its subsidiaries not toparticipate through ownership or engage, either directly or indirectly, ownin the sale or marketing of wholesale electricity in the United States, or otherwise operate, control, control or manage, either directly or engage in indirectly, any Competitive business substantially similar to the Business (the “Restricted Business”). (b) Notwithstanding the foregoing, nothing in this Section 7.07(a) 7.9 shall not operate to prevent Seller or its subsidiaries from restrict: (i) providing any services to Purchaser or its the regulated public utility Affiliates (including of each of the Company Group) as contemplated by the Transition Services Agreement, Seller and IEG that are identified on Schedule 7.9; (ii) owningthe Seller, directly IEG or indirectlytheir Affiliates from managing, as a passive investmentservicing, securities of any Person who engages in a Competitive Business if neither Seller nor operating, using or otherwise transacting business with any of its subsidiaries, individually the Excluded Assets or in the aggregate, beneficially owns 10% or more of any class of securities of such Person, Excluded Transactions; (iii) acquiringany Person or Persons acquiring any of the Seller, IEG or their respective Affiliates by merger, consolidation, stock amalgamation, share purchase or asset acquisitionpurchase of substantially all of the assets of the Seller, IEG or otherwiseany such Affiliates where such Person was not, and owning, after prior to such acquisition, a Person an Affiliate of the Seller or business thatIEG, at as the time of such acquisition, engages in a Competitive Business if such Person or business derived less than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year, case may be; (iv) acquiringthe Seller, IEG and their Affiliates from purchasing or selling wholesale electricity, or related hedge positions, in connection with (A) the generation facilities owned by mergerthe Seller, consolidationIEG or their Affiliates, stock and (B) the retained retail electricity business encompassed by the Excluded Assets; provided, that the primary purpose of the Seller, IEG or asset any of their Affiliates in conducting such activity is not to compete with the Restricted Business; (v) the direct or indirect acquisition by the Seller, IEG or any of their Affiliates (through acquisition, merger or otherwiseother strategic transaction) of an interest in any Person that engages in the Restricted Business; provided, that the primary purpose of the Seller, IEG or any of their Affiliates in conducting such activity is not to complete with the Restricted Business; and (c) The Restricted Period shall be extended by the length of any period during which the Seller, IEG or its Affiliates are in breach of the terms of this Section 7.9. (d) As a separate and independent covenant of each of the Seller and IEG, for a period of one (1) year following the Effective Date, each of the Seller and IEG shall, and owningshall cause their respective Affiliates not to, after such acquisition, a Person (i) employ or business that, at receive or accept the time performance of such acquisition, engages in a Competitive Business if such Person or business derived more than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year and Seller, within twelve (12) months after completion of such acquisition referred to in this clause (iv), winds down, liquidates or enters into a definitive agreement to cause the divesture of the Competitive Business of such Person and thereafter completes such divestitureservices by any Purchaser Key Employee, or (vii) owningsolicit for employment any Purchaser Key Employee; provided, operating, controlling, managing that clause (i) or engaging in any of the Retained Business, as conducted as of the date hereof. In the event of a transaction that results in an unaffiliated third party (or its equityholders) acquiring a majority of the equity of Seller (whether by merger, stock sale or otherwise), such unaffiliated third party and its Affiliates (other than Seller and its subsidiariesii) shall not be subject limit the Seller’s, IEG’s or their respective Affiliates’ ability to engage in general solicitations of employment not targeted at Purchaser Key Employees or employing an individual who contacts Seller, IEG or their respective Affiliates on his or her own initiative. (e) Each of the restrictions Seller and IEG acknowledges and agrees that its obligations set forth in this Section 7.07 following 7.9 are an essential element of this Agreement and that, but for the completion agreement of the Seller and IEG in this Section 7.9, the Purchaser would not have entered into this Agreement. Each of the Seller, IEG and the Purchaser acknowledges and agrees that the undertakings of the Seller and IEG in this Section 7.9 constitute an independent covenant of the Seller and IEG and shall not be affected by the performance or nonperformance by any Party hereto of any other term or provision of this Agreement. Each of the Seller, IEG and the Purchaser acknowledges that it has consulted with its own counsel with regard to this Section 7.9 and, after such saleconsultation, agrees that the obligations of the Seller and IEG set forth in this Section 7.9 are reasonable and proper, have been negotiated fully and fairly and represent an agreement based on the totality of the Contemplated Transactions.

Non-Competition. The Director hereby agrees that: (a) During For the Restricted Periodperiod commencing on the Closing and ending on the latest to occur of: (i) three (3) years from the Closing, (ii) the date which is (a) one year following the date on which the Director shall no longer serve as a member of the Board, Seller if ▇▇▇▇'▇ Significant Interest (as defined in the Contribution and Exchange Agreement) is retained by the ▇▇▇▇ Group on the date the Director ceases to be a member of the Board or (b) six (6) months following the date on which the Director shall no longer serve as a member of the Board if ▇▇▇▇'▇ Significant Interest is not retained by the ▇▇▇▇ Group on the date the Director ceases to be a member of the Board and (iii) the date on which both (a) neither ▇▇▇▇▇, ▇▇▇▇▇, nor ▇▇▇▇▇▇▇ ▇▇▇▇ shall serve on the Board and (b) ▇▇▇▇'▇ Significant Interest is no longer retained by the ▇▇▇▇ Group, the Director shall not, and shall cause its subsidiaries not to, directly or indirectly, within the continental United States engage in, or own, operateinvest in, control, manage, manage or engage control any venture or enterprise engaged in any Competitive Business. (b) Notwithstanding development, acquisition or management activities with respect to office-service, office or flex property without regard to whether or not such activities compete with Cali; provided, however, that in the foregoingevent that the Director acquires industrial or other property and subsequently determines that the most commercially practicable use for such property is flex, nothing the property may be converted to flex and the prohibitions set forth in Section 7.07(a) this Paragraph 1 shall prevent Seller or its subsidiaries not apply to such property. Nothing herein shall prohibit the Director from being a passive owner of not more than (i) providing any services to Purchaser or its Affiliates five percent (including 5%) of the Company Group) as contemplated by the Transition Services Agreement, (ii) owning, directly or indirectly, as a passive investment, securities of any Person who engages in a Competitive Business if neither Seller nor any of its subsidiaries, individually or in the aggregate, beneficially owns 10% or more outstanding stock of any class of securities of a corporation or other entity engaged in real estate which is publicly traded or (ii) fifteen (15%) percent of any real estate venture so long as such Personinvestment does not exceed $15,000,000 per venture and so long as, in either case, the Director has no active participation in the business of such venture, corporation or other entity. Moreover, the foregoing limitations shall not be deemed to restrict or otherwise limit the Director from: (A) conducting real estate development or management activities with respect to Eliminated Property (as defined in the Contribution and Exchange Agreement) and the properties set forth in Schedule 5.1(r) of the Contribution and Exchange Agreement, (B) acquiring and conducting real estate development, acquisition or management activities with respect to properties which may be purchased by the Director pursuant to Section 27 of the Contribution and Exchange Agreement, or (C) engaging in any development, acquisition, management or ownership of office-service, office or flex property through the Apollo Real Estate Funds, its successor and related funds, any funds formed by the Apollo Real Estate Funds or any funds in which the principals of the Apollo Real Estate Funds own a majority of the general partnership or similar management or controlling interest. provided that the performance of the activities set forth in (A), (iiiB) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, (C) above does not materially impair the Director's performance of his obligations as a Person or business thatmember of the Board. (b) If, at the time of enforcement of this Paragraph 1, a court of competent jurisdiction shall hold that the duration, scope, area or other restriction stated herein is unreasonable, the parties hereto agree that without further action by the parties hereto the maximum duration, scope, area or other restriction may be substituted by such acquisitioncourt for the stated duration, engages in a Competitive Business if such Person scope, area or business derived less than 15% other restriction. (c) For purposes of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal yearthis Agreement, (iv) acquiringCali shall be deemed to include any entity which is controlled, directly or indirectly, by merger, consolidation, stock or asset acquisition, or otherwise, Cali and owning, after such acquisition, a Person or business that, at the time any entity of such acquisition, engages in a Competitive Business if such Person or business derived more than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year and Seller, within twelve (12) months after completion of such acquisition referred to in this clause (iv), winds down, liquidates or enters into a definitive agreement to cause the divesture of the Competitive Business of such Person and thereafter completes such divestiture, or (v) owning, operating, controlling, managing or engaging in any of the Retained Business, as conducted as of the date hereof. In the event of a transaction that results in an unaffiliated third party (or its equityholders) acquiring which a majority of the equity of Seller (whether economic interest is owned, directly or indirectly, by merger, stock sale or otherwise), such unaffiliated third party and its Affiliates (other than Seller and its subsidiaries) shall not be subject to the restrictions set forth in this Section 7.07 following the completion of such saleCali.