Common use of Prohibited Activities Clause in Contracts

Prohibited Activities. Except as and solely to the extent set forth on Schedule 13.1 hereto, the Stockholders will not, for a period of five (5) years following the Funding and Consummation Date, for any reason whatsoever, directly or indirectly, for themselves or on behalf of or in conjunction with any other Person or Persons: (i) engage, as an officer, director, shareholder, owner, partner, joint venturer, or in a managerial capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in any heavy-duty truck, trailer and/or bus components business or operation or related services business in direct competition with TCI or any of the Subsidiaries thereof, within 100 miles of where the Company conducted business prior to the Funding and Consummation Date or within the one-year period prior to the Funding and Consummation Date (the "Territory"); (ii) call upon any individual who is, at that time, within the Territory, an employee of TCI or any Subsidiary thereof for the purpose or with the intent of enticing such employee away from or out of the employ of TCI or any Subsidiary thereof; (iii) call upon any Person which is, at that time, or which has been, within the one-year prior to the Funding and Consummation Date, a customer of TCI or any Subsidiary thereof, of the Company or of any of the Other Founding Companies within the Territory for the purpose of soliciting or selling products or services in direct competition with TCI within the Territory; (iv) call upon any prospective acquisition candidate, on any Stockholder's own behalf or on behalf of any competitor in the heavy-duty truck, trailer or bus components business or operation or any related services business, which candidate, to the actual knowledge of such Stockholder after due inquiry, was called upon by TCI or any Subsidiary thereof or for which, to the actual knowledge of such Stockholder after due inquiry, TCI or any Subsidiary thereof made an acquisition analysis, for the purpose of acquiring such entity; or (v) except on behalf of TCI or any Subsidiary, disclose customers, whether in existence or proposed, of the Company to any Person, for any reason or purpose whatsoever except to the extent that the Company has in the past disclosed such information to the public for valid business reasons. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit any Stockholder from acquiring as a passive investment not more than one percent (1%) of the capital stock of a competing business whose stock is traded on a national securities exchange or over-the-counter.

Prohibited Activities. Except as and solely to the extent set forth on Schedule 13.1 hereto, the The Stockholders will not, without the prior written consent of IES, for a period of five two (52) years following the Funding and Consummation Date, for any reason whatsoever, directly or indirectly, for themselves or on behalf of or in conjunction with any other Person person, persons, company, partnership, corporation or Personsbusiness of whatever nature: (i) engage, as an officer, director, shareholder, owner, partner, joint venturer, or in a managerial capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in any heavy-duty truck, trailer and/or bus components electrical contracting business or operation or related services business in direct competition with TCI IES or any of the Subsidiaries subsidiaries thereof, within 100 miles of where the Company or any of its subsidiaries conducted business prior to the Funding and Consummation Date or within the one-year period prior to the Funding and Consummation Date Effective Time (the "Territory"); (ii) call upon any individual person who is, at that time, within the Territory, an employee of TCI IES or any Subsidiary subsidiary thereof for the purpose or with the intent of enticing such employee away from or out of the employ of TCI IES or any Subsidiary subsidiary thereof; (iii) call upon any Person person or entity which is, at that time, or which has been, within the one-one (1) year prior to the Funding and Consummation Date, a customer of TCI IES or any Subsidiary subsidiary thereof, of the Company or of any of the Other Founding Companies within the Territory for the purpose of soliciting or selling products or services in direct competition with TCI IES within the Territory; (iv) call upon any prospective acquisition candidate, on any Stockholder's own behalf or on behalf of any competitor in the heavy-duty truck, trailer or bus components business or operation or any related services electrical contracting business, which candidate, to the actual knowledge of such Stockholder after due inquiry, was called upon by TCI IES or any Subsidiary subsidiary thereof or for which, to the actual knowledge of such Stockholder after due inquiry, TCI IES or any Subsidiary subsidiary thereof made an acquisition analysis, for the purpose of acquiring such entity; or (v) except on behalf of TCI or any Subsidiary, disclose customers, whether in existence or proposed, of the Company to any Personperson, firm, partnership, corporation or business for any reason or purpose whatsoever except to the extent that the Company has in the past disclosed such information to the public for valid business reasons. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit any Stockholder from acquiring as a passive investment (i) not more than one percent (1%) of the capital stock of a competing business whose stock is traded on a national securities exchange exchange, the NASDAQ Stock Market or over-the-counter, or (ii) not more than five percent (5%) of the capital stock of a competing business whose stock is not publicly traded if the Board of Directors of IES consents to such acquisition.

Prohibited Activities. Except as Each Stockholder severally agrees --------------------- that he will not during the period beginning on the date hereof and solely to ending on the extent set forth on Schedule 13.1 hereto, second anniversary of the Stockholders will not, for a period of five (5) years following the Funding and Consummation IPO Closing Date, for any reason whatsoever, directly or indirectly, for themselves any reason, for his own account or on behalf of or in conjunction together with any other Person or PersonsPerson: (ia) engage, engage as an officer, director, shareholder, director or in any other managerial capacity or as an owner, partner, joint venturer, co-owner or in a managerial capacityother investor of or in, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in any heavy-duty truck, trailer and/or bus components business or operation or related services business in direct the Staffing Industry in competition with TCI the Company, any Company Subsidiary or WORK or any Subsidiary of WORK (WORK and its Subsidiaries collectively being called "WORK" for purposes of this Article X) within any territory surrounding any office or facility (each a "facility") in which any of the Subsidiaries thereof, within 100 miles of where Company or the Company conducted Subsidiaries was engaged in business on the date hereof or immediately prior to the Funding and Consummation Date or Effective Time (for purposes of this Article X, the territory surrounding a facility shall be the area located within 50 miles of the one-year period prior to the Funding and Consummation Date (facility, all of such locations being herein collectively called the "Territory"); (iib) call upon on any individual natural Person who is at that time employed by the Company, any Company Subsidiary or WORK with the purpose or intent of attracting that person from the employ of the Company, any Company Subsidiary or WORK, provided that a Stockholder may call on and hire any of his Immediate Family Members; (c) call on any Person that at that time is, or at any time within one year prior to that timetime was, a customer of the Company, any Company Subsidiary or WORK within the Territory, an employee of TCI or any Subsidiary thereof for the purpose or with the intent of enticing such employee away from or out of the employ of TCI or any Subsidiary thereof; (iiii) call upon any Person which is, at that time, or which has been, within the one-year prior to the Funding and Consummation Date, a customer of TCI or any Subsidiary thereof, of the Company or of any of the Other Founding Companies within the Territory for the purpose of soliciting or selling products any product or services service in direct competition with TCI the Company, any Company Subsidiary or WORK within the Territory;Territory and (ii) with the knowledge of the customer relationship; or (ivd) call upon any prospective acquisition candidate, on any Stockholder's own behalf or on behalf of any competitor in WORK Acquisition Candidate, with the heavy-duty truck, trailer or bus components business or operation or any related services business, which candidate, to the actual knowledge of such Stockholder after due inquiry, was called upon by TCI or any Subsidiary thereof or for which, to the actual knowledge of such Stockholder after due inquiry, TCI or any Subsidiary thereof made an acquisition analysisthat Person's status as a WORK Acquisition Candidate, for the purpose of acquiring such entity; or (v) except on behalf that Person or arranging the acquisition of TCI or that Person by any Subsidiary, disclose customers, whether in existence or proposed, of the Company to any Person, for any reason or purpose whatsoever except to the extent that the Company has in the past disclosed such information to the public for valid business reasonsPerson other than WORK. Notwithstanding the aboveforegoing, the foregoing covenant shall not be deemed to prohibit any Stockholder from acquiring may own and hold as a passive investment not more than one percent (up to 1%) % of a class of the capital stock outstanding Capital Stock of a competing business whose stock Entity if that class of Capital Stock is traded on a national securities exchange or over-the-counterpublicly traded.

Prohibited Activities. Except as and solely to the extent set forth Each Stockholder identified on Schedule 13.1 hereto10.01 (each a "Restricted Stockholder"), and, in the Stockholders case of paragraphs (b) and (d) below of this Section 10.01, each Stockholder, severally agrees that he will not, for a not during the period beginning on the date hereof and ending on the third anniversary of five (5) years following the Funding and Consummation Date, for any reason whatsoeverdate hereof, directly or indirectly, for themselves any reason, for his own account or on behalf of or in conjunction together with any other Person or PersonsPerson: (ia) engage, engage as an officer, director, shareholder, director or in any other managerial capacity or as an owner, partner, joint venturer, co-owner or in a managerial capacityother investor of or in, whether as an employee, independent contractor, consultant or advisor, or as a sales representativerepresentative or distributor of any kind, in any heavy-duty truck, trailer and/or bus components business selling any products or operation or related providing any services business in direct competition with TCI the Company, any Company Subsidiary or TMI or any Subsidiary of TMI (TMI and its Subsidiaries collectively being "TMI" for purposes of this Article X) within any territory surrounding any sales office or distribution center (each a "facility") in which any of the Company or the Company Subsidiaries thereofwas engaged in business on the date hereof or immediately prior to the Effective Time (for purposes of this Article X, the territory surrounding a facility shall be: (i) the city, town or village in which the facility is located, (ii) the county or parish in which the facility is located, (iii) the counties or parishes contiguous to the county or parish in which the facility is located, (iv) the area located within 100 miles of where the Company conducted business prior to facility and (v) the Funding and Consummation Date area in which the facility regularly makes sales or within the one-year period prior to the Funding and Consummation Date (provides services, all of such locations being herein collectively called the "Territory"); (iib) call upon on any individual natural person who is at that time employed by the Company, any Company Subsidiary or TMI in any managerial capacity with the purpose or intent of attracting that person from the employ of the Company, any Company Subsidiary or TMI, provided that the Stockholder may call on and hire any of his Immediate Family Members; (c) call on any Person that at that time is, or at any time within one year prior to that timetime was, a customer of the Company, any Company Subsidiary or TMI within the Territory, an employee of TCI or any Subsidiary thereof for the purpose or with the intent of enticing such employee away from or out of the employ of TCI or any Subsidiary thereof; (iiii) call upon any Person which is, at that time, or which has been, within the one-year prior to the Funding and Consummation Date, a customer of TCI or any Subsidiary thereof, of the Company or of any of the Other Founding Companies within the Territory for the purpose of soliciting or selling products any product or services service in direct competition with TCI the Company, any Company Subsidiary or TMI within the Territory;Territory and (ii) with the knowledge of that customer relationship; or (ivd) call upon any prospective acquisition candidate, on any Stockholder's own behalf or on behalf of any competitor in TMI Acquisition Candidate, with the heavy-duty truck, trailer or bus components business or operation or any related services business, which candidate, to the actual knowledge of such Stockholder after due inquiry, was called upon by TCI or any Subsidiary thereof or for which, to the actual knowledge of such Stockholder after due inquiry, TCI or any Subsidiary thereof made that Person's status as an acquisition analysisTMI Acquisition Candidate, for the purpose of acquiring such entity; or (v) except on behalf that Person or arranging the acquisition of TCI or that Person by any Subsidiary, disclose customers, whether in existence or proposed, of the Company to any Person, for any reason or purpose whatsoever except to the extent that the Company has in the past disclosed such information to the public for valid business reasonsPerson other than TMI. Notwithstanding the aboveforegoing, the foregoing covenant shall not be deemed to prohibit any Restricted Stockholder from acquiring may own and hold as a passive investment not more than one percent (1%) up to 6% of the capital stock outstanding Capital Stock of a competing business whose stock Entity if that class of Capital Stock is traded on a national securities exchange or over-the-counterpublicly traded.

Prohibited Activities. Except as and solely to the extent set forth on Schedule 13.1 hereto13.1, the Stockholders STOCKHOLDERS will not, for a period of five (5) years following the Funding and Consummation Closing Date, for any reason whatsoever, directly or indirectly, for themselves or on behalf of or in conjunction with any other Person person, persons, company, partnership, corporation or Personsbusiness of whatever nature: (i) engage, as an officer, director, shareholder, owner, partner, joint venturer, or in a managerial capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in any heavy-duty truckthe vehicle towing, trailer and/or bus components business transport, salvage or operation or related services business in direct competition with TCI or any of the Subsidiaries thereofauction businesses, within 100 one hundred (100) miles of where the Company COMPANY conducted business prior to the Funding and Consummation Date or within effectiveness of the one-year period prior to the Funding and Consummation Date Merger (the "Territory"); (ii) call upon any individual person who is, at that time, within the Territory, an employee of TCI or any Subsidiary thereof URSI (including the subsidiaries thereof) in a managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of TCI URSI (including the subsidiaries thereof), provided that any STOCKHOLDER shall be permitted to call upon and hire any member of his or any Subsidiary thereofher immediate family; (iii) call upon any Person person or entity which is, at that time, or which has been, within the one-one (1) year prior to the Funding and Consummation Datethat time, a customer of TCI or any Subsidiary URSI (including the subsidiaries thereof, of the Company or of any of the Other Founding Companies ) within the Territory for the purpose of soliciting or selling products or services in direct competition with TCI URSI within the Territory; (iv) call upon any prospective acquisition candidate, on any StockholderSTOCKHOLDER's own behalf or on behalf of any competitor in the heavy-duty truck, trailer vehicle towing or bus components business or operation or any related services transport business, which candidate, to the actual knowledge of such Stockholder after due inquiry, candidate was either called upon by TCI URSI (including the subsidiaries thereof) or for which URSI (or any Subsidiary thereof or for which, to the actual knowledge of such Stockholder after due inquiry, TCI or any Subsidiary thereof subsidiary thereof) made an acquisition analysis, for the purpose of acquiring such entity, provided that no STOCKHOLDER shall be charged with a violation of this Section unless and until such STOCKHOLDER shall have knowledge or notice that such prospective acquisition candidate was called upon, or that an acquisition analysis was made, for the purpose of acquiring such entity; or (v) except on behalf of TCI or any Subsidiary, disclose customers, whether in existence or proposed, of the Company COMPANY (or the COMPANY's Subsidiaries) to any Personperson, firm, partnership, corporation or business for any reason or purpose whatsoever except excluding disclosure to the extent that the Company has in the past disclosed such information to the public for valid business reasonsURSI or any of URSI's Subsidiaries. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit any Stockholder STOCKHOLDER from acquiring as a passive an investment not more than one three percent (13%) of the capital stock of a competing any business whose stock is traded on a national securities exchange or over-the-counter.

Prohibited Activities. Except as and solely to the extent set forth on Schedule 13.1 hereto, the The Stockholders will not, without the prior written consent of AmPaM, for a period of five two (52) years following the Funding and Consummation Closing Date, for any reason whatsoever, directly or indirectly, for themselves or on behalf of or in conjunction with any other Person person, persons, company, partnership, corporation or Personsbusiness of whatever nature: (i) engage, as an officer, director, shareholder, owner, partner, joint venturer, or in a managerial capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, whether paid or unpaid, in any heavy-duty truckplumbing, trailer and/or bus components piping, mechanical, heating, ventilation or air conditioning contracting, installation or services business or operation operation, whether for residential, commercial, industrial or related governmental customers, or any ancillary contracting, installation or services business in direct competition with TCI or any of directly related thereto (such business and operations referred to herein as the Subsidiaries thereof"Plumbing and Mechanical Business"), within 100 miles of where the Company or any of its subsidiaries conducted business within two (2) years prior to the Funding and Consummation Date or within the one-year period prior to the Funding and Consummation Closing Date (the "Territory"); (ii) call upon any individual person who is, at that timethe Closing Date, within the Territory, an employee of TCI AmPaM or any Subsidiary subsidiary thereof for the purpose or with the intent of enticing such employee away from or out of the employ of TCI AmPaM or any Subsidiary subsidiary thereof; (iii) call upon any Person person or entity which is, at that timethe Closing Date, or which has been, been within the one-year three (3) years prior to the Funding and Consummation Closing Date, a customer of TCI AmPaM or any Subsidiary subsidiary thereof, of the Company or of any of the Other Founding Companies within the Territory for the purpose of soliciting customers, orders or selling products or services contracts for any Plumbing and Mechanical Business in direct competition with TCI AmPaM within the Territory; (iv) call upon any prospective acquisition candidate, on any Stockholder's own behalf or on behalf of any competitor in the heavy-duty truck, trailer or bus components business or operation or any related services businessPlumbing and Mechanical Business, which candidate, to the actual knowledge of such Stockholder after due inquiry, was called upon by TCI AmPaM or any Subsidiary subsidiary thereof or for which, to the actual knowledge of such Stockholder after due inquiry, TCI AmPaM or any Subsidiary subsidiary thereof made an acquisition analysis, for the purpose of acquiring such entity; or (v) except on behalf disclose to any person, firm, partnership, corporation or business the names or identities of TCI any person, firm, partnership, corporation or any Subsidiary, disclose customers, whether in existence or proposed, business which has been a customer of the Company or any of its subsidiaries within the two (2) years prior to any Person, the Closing Date for any reason or purpose whatsoever except to the extent that the Company has in the past disclosed such information to the public for valid business reasons; or (vi) testify as an expert witness in matters related to the Plumbing and Mechanical Business for an adverse party to AmPaM, the Company or any Other Founding Companies in litigation. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit any Stockholder from acquiring as a passive investment (i) not more than one percent (1%) of the capital stock of a competing business whose stock is traded on a national securities exchange exchange, the NASDAQ Stock Market or over-the-counter, or (ii) not more than five percent (5%) of the capital stock of a competing business whose stock is not publicly traded if the Board of Directors of AmPaM consents to such acquisition.

Prohibited Activities. Except as and solely to the extent set forth on Schedule 13.1 hereto, the Stockholders The STOCKHOLDERS will not, for a period of five (5) years following the Funding and Consummation Date, for any reason whatsoever, directly or indirectly, for themselves or on behalf of or in conjunction with any other Person person, persons, company, partnership, corporation or Personsbusiness of whatever nature: (i) engage, as an officer, director, shareholder, owner, partner, joint venturer, or in a managerial capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in any heavy-duty truckmetals processing, trailer metals fabricating and/or bus components business or operation or related services business specialty metals business, including brokering, manufacturing and distribution services, in direct competition with TCI METALS or any of the Subsidiaries subsidiaries thereof, within 100 200 miles of where the Company COMPANY or any of its subsidiaries conducted business prior to the Funding and Consummation Date or within effectiveness of the one-year period prior to the Funding and Consummation Date Merger (the "Territory"); (ii) call upon any individual person who is, at that time, within the Territory, an employee of TCI METALS (including the subsidiaries thereof) in a sales representative or any Subsidiary thereof managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of TCI METALS (including the subsidiaries thereof), provided that each STOCKHOLDER shall be permitted to call upon and hire any member of his or any Subsidiary thereofher immediate family; (iii) call upon any Person person or entity which is, at that time, or which has been, within the one-one (1) year prior to the Funding and Consummation Date, a customer of TCI or any Subsidiary METALS (including the subsidiaries thereof), of the Company COMPANY or of any of the Other Founding Companies within the Territory for the purpose of soliciting or selling products or services in direct competition with TCI METALS within the Territory; (iv) call upon any prospective acquisition candidate, on any StockholderSTOCKHOLDER's own behalf or on behalf of any competitor in the heavy-duty truckmetals processing, trailer or bus components business or operation or any related services metals fabricating and/or specialty metals business, including brokering, manufacturing and distribution services, which candidate, to the actual knowledge of such Stockholder STOCKHOLDER after due inquiry, was called upon by TCI or any Subsidiary thereof METALS (including the subsidiaries thereof) or for which, to the actual knowledge of such Stockholder STOCKHOLDER after due inquiry, TCI METALS (or any Subsidiary thereof subsidiary thereof) made an acquisition analysis, for the purpose of acquiring such entity; or (v) except on behalf of TCI or any Subsidiary, disclose customers, whether in existence or proposed, of the Company COMPANY to any Personperson, firm, partnership, corporation or business for any reason or purpose whatsoever except to the extent that the Company COMPANY has in the past disclosed such information to the public for valid business reasons. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit any Stockholder STOCKHOLDER from acquiring as a passive an investment not more than one percent (1%) of the capital stock of a competing business whose stock is traded on a national securities exchange or over-the-counter.

Prohibited Activities. Except as Each Stockholder agrees, severally and solely to the extent set forth on Schedule 13.1 heretonot jointly with any other Person, the Stockholders that he will not, for a during the period beginning on the date hereof and ending on the fifth anniversary of five (5) years following the Funding and Consummation Date, for any reason whatsoeverdate hereof, directly or indirectly, for themselves any reason, for his own account or on behalf of or in conjunction together with any other Person or PersonsPerson: (ia) engage, engage as an officer, director, shareholder, director or in any other managerial capacity or as an owner, partner, joint venturer, co-owner or in a managerial capacityother investor of or in, whether as an employee, independent contractor, consultant or advisor, or as a sales representativerepresentative or distributor of any kind, in any heavy-duty truck, trailer and/or bus components business selling any products or operation or related providing any services business in direct competition with TCI the Company, any Company Subsidiary or Apple or any Subsidiary of Apple (Apple and its Subsidiaries collectively being "Apple" for purposes of this Article X) within a radius of 10 miles of each location in which any of the Subsidiaries thereof, within 100 miles of where Company or the Company conducted Subsidiaries was engaged in business on the date hereof or immediately prior to the Funding and Consummation Date or within the one-year period prior to the Funding and Consummation Date Effective Time (those locations collectively being the "Territory"); (iib) call upon on any individual natural person who is at that time employed by the Company, any Company Subsidiary or Apple with the purpose or intent of attracting that person from the employ of the Company, any Company Subsidiary or Apple, provided that the Stockholder may call on and hire any of his Immediate Family Members; (c) call on any Person that at that time is, or at any time within one year prior to that timetime was, a customer of the Company, any Company Subsidiary or Apple within the Territory, an employee of TCI or any Subsidiary thereof for the purpose or with the intent of enticing such employee away from or out of the employ of TCI or any Subsidiary thereof; (iiii) call upon any Person which is, at that time, or which has been, within the one-year prior to the Funding and Consummation Date, a customer of TCI or any Subsidiary thereof, of the Company or of any of the Other Founding Companies within the Territory for the purpose of soliciting or selling products any product or services service in direct competition with TCI the Company, any Company Subsidiary or Apple within the Territory;Territory and (ii) with the knowledge of that customer relationship; or (ivd) call upon any prospective acquisition candidate, on any Stockholder's own behalf or on behalf of any competitor in Apple Acquisition Candidate, with the heavy-duty truck, trailer or bus components business or operation or any related services business, which candidate, to the actual knowledge of such Stockholder after due inquiry, was called upon by TCI or any Subsidiary thereof or for which, to the actual knowledge of such Stockholder after due inquiry, TCI or any Subsidiary thereof made that Person's status as an acquisition analysisApple Acquisition Candidate, for the purpose of acquiring such entity; or (v) except on behalf that Person or arranging the acquisition of TCI or that Person by any Subsidiary, disclose customers, whether in existence or proposed, of the Company to any Person, for any reason or purpose whatsoever except to the extent that the Company has in the past disclosed such information to the public for valid business reasonsPerson other than Apple. Notwithstanding the aboveforegoing, the foregoing covenant shall not be deemed to prohibit any Stockholder from acquiring may own and hold as a passive investment not more than one percent (up to 1%) % of the capital stock outstanding Capital Stock of a competing business whose stock Entity if that class of Capital Stock is traded listed on a national securities exchange the New York Stock Exchange or over-the-counterincluded in the Nasdaq National Market. For purposes hereof and the respective Tax reporting positions of the parties hereto, each party hereto agrees that the percentage of the cash portion of the Merger Consideration to be received by each Stockholder pursuant to Section 2.04 which equals 1% of that Stockholder's Pro Rata Share of the Transaction Value will represent, and be received as, consideration for that Stockholder's agreement to observe the covenants in this Section 10.01.

Prohibited Activities. Except as and solely to the extent set forth on Schedule 13.1 hereto, the Stockholders The STOCKHOLDERS will not, for a period of five (5) years following the Funding and Consummation Date, for any reason whatsoever, directly or indirectly, for themselves or on behalf of or in conjunction with any other Person person, persons, company, partnership, corporation or Personsbusiness of whatever nature: (i) engage, as an officer, director, shareholder, owner, partner, joint venturer, or in a managerial capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in any heavy-duty truckheating, trailer and/or bus components business ventilating or operation or related air conditioning services business in direct competition with TCI CSI or any of the Subsidiaries subsidiaries thereof, within 100 miles of where the Company COMPANY or any of its subsidiaries conducted business prior to the Funding and Consummation Date or within effectiveness of the one-year period prior to the Funding and Consummation Date Merger (the "Territory"); (ii) call upon any individual person who is, at that time, within the Territory, an employee of TCI CSI (including the subsidiaries thereof) in a sales representative or any Subsidiary thereof managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of TCI CSI (including the subsidiaries thereof), provided that each STOCKHOLDER shall be permitted to call upon and hire any member of his or any Subsidiary thereofher immediate family; (iii) call upon any Person person or entity which is, at that time, or which has been, within the one-one (1) year prior to the Funding and Consummation Date, a customer of TCI or any Subsidiary CSI (including the subsidiaries thereof), of the Company COMPANY or of any of the Other Founding Companies within the Territory for the purpose of soliciting or selling products or services in direct competition with TCI CSI within the Territory; (iv) call upon any prospective acquisition candidate, on any StockholderSTOCKHOLDER's own behalf or on behalf of any competitor in the heavy-duty truckheating, trailer ventilation or bus components business or operation or any related air conditioning services business, which candidate, to the actual knowledge of such Stockholder STOCKHOLDER after due inquiry, was called upon by TCI or any Subsidiary thereof CSI (including the subsidiaries thereof) or for which, to the actual knowledge of such Stockholder STOCKHOLDER after due inquiry, TCI CSI (or any Subsidiary thereof subsidiary thereof) made an acquisition analysis, for the purpose of acquiring such entity; or (v) except on behalf of TCI or any Subsidiary, disclose customers, whether in existence or proposed, of the Company COMPANY to any Personperson, firm, partnership, corporation or business for any reason or purpose whatsoever except to the extent that the Company COMPANY has in the past disclosed such information to the public for valid business reasons. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit any Stockholder STOCKHOLDER from acquiring as a passive an investment not more than one percent (1%) of the capital stock of a competing business whose stock is traded on a national securities exchange or over-the-counter.

Prohibited Activities. Except as and solely to the extent set forth on Schedule 13.1 hereto, the Stockholders will not, for a period of five (5) years following the Funding and Consummation Date, for any reason whatsoever, directly or indirectly, for themselves or on behalf of or in conjunction with any other Person or Persons: (i) engage, as an officer, director, shareholder, owner, partner, joint venturer, or in a managerial capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in any heavy-duty truck, trailer and/or bus components landscaping business or operation or related services business in direct competition with TCI LandCARE or any of the Subsidiaries thereof, within 100 miles of where the Company conducted business prior to the Funding and Consummation Date or within the one-year period prior to the Funding and Consummation Date (the "Territory"); (ii) call upon any individual who is, at that time, within the Territory, an employee of TCI LandCARE or any Subsidiary thereof for the purpose or with the intent of enticing such employee away from or out of the employ of TCI LandCARE or any Subsidiary thereof; (iii) call upon any Person which is, at that time, or which has been, within the one-year prior to the Funding and Consummation Date, a customer of TCI LandCARE or any Subsidiary thereof, of the Company or of any of the Other Founding Companies within the Territory for the purpose of soliciting or selling products or services in direct competition with TCI LandCARE within the Territory; (iv) call upon any prospective acquisition candidate, on any Stockholder's own behalf or on behalf of any competitor in the heavy-duty truck, trailer or bus components landscaping business or operation or any related services business, which candidate, to the actual knowledge of such Stockholder after due inquiry, was called upon by TCI LandCARE or any Subsidiary thereof or for which, to the actual knowledge of such Stockholder after due inquiry, TCI LandCARE or any Subsidiary thereof made an acquisition analysis, for the purpose of acquiring such entity; or (v) except on behalf of TCI LandCARE or any Subsidiary, disclose customers, whether in existence or proposed, of the Company to any Person, for any reason or purpose whatsoever except to the extent that the Company has in the past disclosed such information to the public for valid business reasons. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit any Stockholder from acquiring as a passive investment not more than one two percent (12%) of the capital stock of a competing business whose stock is traded on a national securities exchange or over-the-counter.

Prohibited Activities. Except as and solely to the extent set forth on Schedule 13.1 hereto, the The Stockholders will not, for a period of five (5) years following the Funding and Consummation Date, for any reason whatsoever, directly or indirectly, for themselves or on behalf of or in conjunction with any other Person person, persons, company, partnership, corporation or Personsbusiness of whatever nature: (i) except as disclosed in Schedule 13.1, engage, as an officer, director, shareholder, owner, partner, joint venturer, or in a managerial capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in any heavy-duty truck, trailer and/or bus components fastener business or operation or related services business in direct competition with TCI Pentacon or any of the Subsidiaries subsidiaries thereof, within 100 miles of where the Company or any of its subsidiaries conducted business prior to the Funding and Consummation Date or within effectiveness of the one-year period prior to the Funding and Consummation Date Merger (the "Territory"); (ii) except with the prior written consent of Pentacon, call upon any individual person who is, at that time, within the Territory, an employee of TCI Pentacon or any Subsidiary subsidiary thereof for the purpose or with the intent of enticing such employee away from or out of the employ of TCI Pentacon or any Subsidiary subsidiary thereof; (iii) call upon any Person person or entity which is, at that time, or which has been, within the one-one (1) year prior to the Funding and Consummation Date, a customer of TCI Pentacon or any Subsidiary subsidiary thereof, of the Company or of any of the Other Founding Companies within the Territory for the purpose of soliciting or selling products or services that are in direct competition with TCI Pentacon within the Territory; (iv) call upon any prospective acquisition candidate, on any Stockholder's own behalf or on behalf of any competitor in the heavy-duty truck, trailer or bus components business or operation or any related services fastener business, which candidate, to the actual knowledge of such Stockholder after due inquiry, was called upon by TCI Pentacon or any Subsidiary subsidiary thereof or for which, to the actual knowledge of such Stockholder after due inquiry, TCI Pentacon or any Subsidiary subsidiary thereof made an acquisition analysis, for the purpose of acquiring such entity; or (v) except on behalf of TCI or any Subsidiary, disclose customers, whether in existence or proposed, of the Company to any Personperson, firm, partnership, corporation or business for any reason or purpose whatsoever relating to the fastener business except to the extent that the Company has in the past disclosed such information to the public for valid business reasons. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit any Stockholder from acquiring as a passive investment not more than one percent (1%) of the capital stock of a competing business whose stock is traded on a national securities exchange or over-the-the counter.

Prohibited Activities. Except as Each Stockholder severally agrees that he will not during the period beginning on the date hereof and solely to ending on the extent set forth on Schedule 13.1 hereto, second anniversary of the Stockholders will not, for a period of five (5) years following the Funding and Consummation IPO Closing Date, for any reason whatsoever, directly or indirectly, for themselves any reason, for his own account or on behalf of or in conjunction together with any other Person or PersonsPerson: (ia) engage, engage as an officer, director, shareholder, director or in any other managerial capacity or as an owner, partner, joint venturer, co-owner or in a managerial capacityother investor of or in, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in any heavy-duty truck, trailer and/or bus components business or operation or related services business in direct the Staffing Industry in competition with TCI the Company, any Company Subsidiary or WORK or any Subsidiary of WORK (WORK and its Subsidiaries collectively being called "WORK" for purposes of this Article X) within any territory surrounding any office or facility (each a "facility") in which any of the Subsidiaries thereof, within 100 miles of where Company or the Company conducted Subsidiaries was engaged in business on the date hereof or immediately prior to the Funding and Consummation Date or Effective Time (for purposes of this Article X, the territory surrounding a facility shall be the area located within 50 miles of the one-year period prior to the Funding and Consummation Date (facility, all of such locations being herein collectively called the "Territory"); (iib) call upon on any individual natural Person who is at that time employed by the Company, any Company Subsidiary or WORK with the purpose or intent of attracting that person from the employ of the Company, any Company Subsidiary or WORK, provided that a Stockholder may call on and hire any of his Immediate Family Members; (c) call on any Person that at that time is, or at any time within one year prior to that timetime was, a customer of the Company, any Company Subsidiary or WORK within the Territory, an employee of TCI or any Subsidiary thereof for the purpose or with the intent of enticing such employee away from or out of the employ of TCI or any Subsidiary thereof; (iiii) call upon any Person which is, at that time, or which has been, within the one-year prior to the Funding and Consummation Date, a customer of TCI or any Subsidiary thereof, of the Company or of any of the Other Founding Companies within the Territory for the purpose of soliciting or selling products any product or services service in direct competition with TCI the Company, any Company Subsidiary or WORK within the Territory;Territory and (ii) with the knowledge of the customer relationship; or (ivd) call upon any prospective acquisition candidate, on any Stockholder's own behalf or on behalf of any competitor in WORK Acquisition Candidate, with the heavy-duty truck, trailer or bus components business or operation or any related services business, which candidate, to the actual knowledge of such Stockholder after due inquiry, was called upon by TCI or any Subsidiary thereof or for which, to the actual knowledge of such Stockholder after due inquiry, TCI or any Subsidiary thereof made an acquisition analysisthat Person's status as a WORK Acquisition Candidate, for the purpose of acquiring such entity; or (v) except on behalf that Person or arranging the acquisition of TCI or that Person by any Subsidiary, disclose customers, whether in existence or proposed, of the Company to any Person, for any reason or purpose whatsoever except to the extent that the Company has in the past disclosed such information to the public for valid business reasonsPerson other than WORK. Notwithstanding the aboveforegoing, the foregoing covenant shall not be deemed to prohibit any Stockholder from acquiring may own and hold as a passive investment not more than one percent (up to 1%) % of a class of the capital stock outstanding Capital Stock of a competing business whose stock Entity if that class of Capital Stock is traded on a national securities exchange or over-the-counterpublicly traded.

Prohibited Activities. Except as and solely to the extent set forth on Schedule 13.1 hereto, the The Stockholders will not, for a period of five (5) years following the Funding and Consummation Date, for any reason whatsoever, directly or indirectly, for themselves or on behalf of or in conjunction with any other Person person, persons, company, partnership, corporation or Personsbusiness of whatever nature: (i) engage, as an officer, director, shareholder, owner, partner, joint venturer, or in a managerial capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in any heavy-duty truckretail (new or used, trailer and/or bus components but excluding used home lots or other activities listed on Schedule 13.1 hereto) manufactured housing business or operation or related services business (including the ownership or management of manufactured housing subdivisions, lots or parks, but excluding any such subdivisions, lots or parks or other activities listed on Schedule 13.1 hereto) in direct competition with TCI Home or any of the Subsidiaries subsidiaries thereof, within 100 miles of where the Company or any of its subsidiaries conducted business prior to the Funding and Consummation Date or within effectiveness of the one-year period prior to the Funding and Consummation Date Merger (the "Territory"); (ii) call upon any individual person who is, at that time, within the Territory, an employee of TCI Home or any Subsidiary subsidiary thereof for the purpose or with the intent of enticing such employee away from or out of the employ of TCI Home or any Subsidiary subsidiary thereof; (iii) call upon any Person person or entity which is, at that time, or which has been, within the one-one (1) year prior to the Funding and Consummation Date, a customer of TCI Home or any Subsidiary subsidiary thereof, of the Company or of any of the Other Founding Companies within the Territory for the purpose of soliciting or selling products or services in direct competition with TCI Home within the Territory; (iv) call upon any prospective acquisition candidate, on any Stockholder's own behalf or on behalf of any competitor in the heavy-duty truck, trailer or bus components business or operation or any related services retail manufactured housing business, which candidate, to the actual knowledge of such Stockholder after due inquiry, was called upon by TCI Home or any Subsidiary subsidiary thereof or for which, to the actual knowledge of such Stockholder after due inquiry, TCI Home or any Subsidiary subsidiary thereof made an acquisition analysis, for the purpose of acquiring such entity; or (v) except on behalf of TCI or any Subsidiary, disclose customers, whether in existence or proposed, of the Company to any Personperson, firm, partnership, corporation or business for any reason or purpose whatsoever except to the extent that the Company has in the past disclosed such information to the public for valid business reasons. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit (i) any Stockholder from acquiring as a passive investment not more than one percent (1%) of the capital stock of a competing business whose stock is traded on a national securities exchange or over-the-counter, or (ii) any of the activities listed on Schedule 13.1 hereto.

Prohibited Activities. Except as Seller and solely to the extent set forth on Schedule 13.1 heretoeach Owner agree, the Stockholders severally and not jointly with any other Person, that he will not, for a during the period beginning on the date hereof and ending on the fifth anniversary of five (5) years following the Funding and Consummation Date, for any reason whatsoeverdate hereof, directly or indirectly, for themselves any reason, for his own account or on behalf of or in conjunction together with any other Person or PersonsPerson: (ia) engagedirectly or indirectly establish, as an officeroperate or provide orthodontist services at any orthodontic office, director, shareholder, owner, partner, joint venturer, clinic or other facility providing services similar to those provided by the Orthodontic Entity or engage or participate in a managerial capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in finance any heavy-duty truck, trailer and/or bus components business or operation or related services business which engages in direct competition with TCI or the business being conducted by Apple, in either case, anywhere within a radius of 25 miles of each location in which any of the Seller or the Seller Subsidiaries thereof, within 100 miles of where was engaged in business on the Company conducted business date hereof or immediately prior to the Funding and Consummation Date or within the one-year period prior to the Funding and Consummation IPO Closing Date (those locations collectively being the "Territory"); (iib) call upon on any individual natural person who is, is at that timetime employed by the Seller, any Seller Subsidiary or Apple with the purpose or intent of attracting that person from the employ of the Seller, any Seller Subsidiary or Apple, provided that each Owner may call on and hire any of his Immediate Family Members; (c) call on any Person that at that time is a customer of the Seller, any Seller Subsidiary or Apple within the Territory, an employee of TCI or any Subsidiary thereof for the purpose or with the intent of enticing such employee away from or out of the employ of TCI or any Subsidiary thereof; (iiii) call upon any Person which is, at that time, or which has been, within the one-year prior to the Funding and Consummation Date, a customer of TCI or any Subsidiary thereof, of the Company or of any of the Other Founding Companies within the Territory for the purpose of soliciting or selling products any product or services service in direct competition with TCI the Seller, any Seller Subsidiary or Apple within the Territory;Territory and (ii) with the knowledge of that customer relationship; or (ivd) call upon any prospective acquisition candidate, on any Stockholder's own behalf or on behalf of any competitor in Apple Acquisition Candidate, with the heavy-duty truck, trailer or bus components business or operation or any related services business, which candidate, to the actual knowledge of such Stockholder after due inquiry, was called upon by TCI or any Subsidiary thereof or for which, to the actual knowledge of such Stockholder after due inquiry, TCI or any Subsidiary thereof made that Person's status as an acquisition analysisApple Acquisition Candidate, for the purpose of acquiring such entity; or (v) except on behalf that Person or arranging the acquisition of TCI or that Person by any Subsidiary, disclose customers, whether in existence or proposed, of the Company to any Person, for any reason or purpose whatsoever except to the extent that the Company has in the past disclosed such information to the public for valid business reasonsPerson other than Apple. Notwithstanding the aboveforegoing, the foregoing covenant shall not be deemed to prohibit Seller or any Stockholder from acquiring Owner may own and hold as a passive investment not more than one percent (up to 1%) % of the capital stock outstanding Capital Stock of a competing business whose stock Entity if that class of Capital Stock is traded listed on a national securities exchange the New York Stock Exchange or over-the-counterincluded in the Nasdaq National Market. For purposes hereof and the respective Tax reporting positions of the parties hereto, each party hereto agrees that the percentage of the cash portion of the Acquisition Consideration to be received by each Owner pursuant to Section 2.04 which equals 1% of that Partner's Pro Rata Share of the Transaction Value will represent, and be received as, consideration for that Owner's agreement to observe the covenants in this Section 10.01.

Prohibited Activities. Except as and solely to the extent set forth on Schedule 13.1 hereto, the Stockholders The STOCKHOLDERS will not, for a period of five (5) years following the Funding and Consummation Date, for any reason whatsoever, directly or indirectly, for themselves or on behalf of or in conjunction with any other Person person, persons, company, partnership, corporation or Personsbusiness of whatever nature: (i) engage, as an officer, director, shareholder, owner, partner, joint venturer, or in a managerial capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in any heavy-duty trucktemporary staffing, trailer and/or bus components business "PEO" or operation staff leasing, permanent placement or related services human resource consulting or outsourcing business in direct competition with TCI PARENT or any of the Subsidiaries subsidiaries thereof, within 100 miles of where the Company COMPANY or any of its subsidiaries conducted business prior to the Funding and Consummation Date or within effectiveness of the one-year period prior to the Funding and Consummation Date Merger (the "Territory"); (ii) call upon any individual person who is, at that time, within the Territory, an employee of TCI PARENT (including the subsidiaries thereof) in a sales representative or any Subsidiary thereof managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of TCI or PARENT (including the subsidiaries thereof), provided that the STOCKHOLDER shall be permitted to call upon and hire any Subsidiary thereofmember of his immediate family; (iii) call upon any Person person or entity which is, at that time, or which has been, within the one-one (1) year prior to the Funding and Consummation Date, a client or customer of TCI PARENT (including the subsidiaries thereof), or any Subsidiary thereof, of the Company COMPANY or of any of the Other Founding Companies within the Territory for the purpose of soliciting or selling products or services in direct competition with TCI PARENT within the Territory; (iv) call upon any prospective acquisition candidate, on any StockholderSTOCKHOLDER's own behalf or on behalf of any competitor in the heavy-duty trucktemporary staffing, trailer "PEO" or bus components business staff leasing, permanent placement or operation human resource consulting or any related services outsourcing business, which candidate, to the actual knowledge of such Stockholder after due inquirySTOCKHOLDER, was called upon by TCI or any Subsidiary thereof PARENT (including the subsidiaries thereof) or for which, to the actual knowledge of such Stockholder after due inquirySTOCKHOLDER, TCI PARENT (or any Subsidiary thereof subsidiary thereof) made an acquisition analysis, for the purpose of acquiring such entity; or (v) except on behalf of TCI disclose clients or any Subsidiary, disclose customers, whether in existence or proposed, of the Company COMPANY to any Personperson, firm, partnership, corporation or business for any reason or purpose whatsoever except to the extent that the Company COMPANY has in the past disclosed such information to the public for valid business reasons. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit any Stockholder STOCKHOLDER from acquiring as a passive an investment not more than one percent (1%) of the capital stock of a competing business whose stock is traded on a national securities exchange or in the over-the-countercounter market.

Prohibited Activities. Except as The STOCKHOLDERS and solely to the extent set forth individuals listed on Schedule 13.1 hereto, the Stockholders 13.1(a) (who shall be deemed to be STOCKHOLDERS for all purposes of this Section 13) will not, for a period of five commencing on the Closing Date and ending on the date that is four (54) years following the Funding and Consummation Closing Date, for any reason whatsoever, directly or indirectly, for themselves or on behalf of or in conjunction with any other Person person, company, partnership, corporation or Personsbusiness of whatever nature: (i) engage, as an officer, director, shareholder, owner, partner, joint venturer, or in a managerial capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in any heavy-duty truckheating, trailer and/or bus components business ventilation, air conditioning, energy or operation or related environmental services business in direct competition with TCI HOLDING or any of the Subsidiaries subsidiaries thereof, within the United States of America or within 100 miles of where the Company COMPANY or any of its subsidiaries or any of the Other Founding Companies conducted business prior to the Funding and Consummation Date or within effectiveness of the one-year period prior to the Funding and Consummation Date Merger (the "Territory")) ; (ii) call upon any individual person who is, at that time, within the Territory, an employee of TCI HOLDING (including the subsidiaries thereof) in a sales representative or any Subsidiary thereof managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of TCI HOLDING (including the subsidiaries thereof), provided that each STOCKHOLDER shall be permitted to call upon and hire any member of his or any Subsidiary thereofher immediate family; (iii) call upon any Person person or entity which is, at that time, or which has been, within the one-one (1) year prior to the Funding and Consummation Closing Date, a customer of TCI or any Subsidiary HOLDING (including the subsidiaries thereof), of the Company COMPANY or of any of the Other Founding Companies within the Territory for the purpose of soliciting or selling products or services in direct competition with TCI HOLDING (or any of the subsidiaries thereof) within the Territory; (iv) call upon any prospective acquisition candidate, on any StockholderSTOCKHOLDER's own behalf or on behalf of any competitor in the heavy-duty truckheating, trailer ventilation, air conditioning, energy or bus components business or operation or any related environmental services business, which candidate, to the actual knowledge of such Stockholder STOCKHOLDER after due inquiry, was called upon by TCI or any Subsidiary thereof HOLDING (including the subsidiaries thereof) or for which, to the actual knowledge of such Stockholder STOCKHOLDER after due inquiry, TCI HOLDING (or any Subsidiary thereof subsidiary thereof) made an acquisition analysis, for the purpose of acquiring such entity; or (v) except on behalf of TCI or any Subsidiary, disclose customers, whether in existence or proposed, of the Company COMPANY to any Personperson, firm, partnership, corporation or business for any reason or purpose whatsoever except to the extent that the Company COMPANY has in the past disclosed such information to the public for valid business reasons. Notwithstanding the above, (A) the foregoing covenant covenants shall not be deemed to prohibit any Stockholder STOCKHOLDER from acquiring as a passive an investment not more than one percent (1%) of the capital stock of a competing business whose stock is traded on a national securities exchange or over-the-countercounter and (B) the foregoing covenants shall not be deemed to apply to any STOCKHOLDER listed on Schedule 13.1(b), each of whom either (i) beneficially owns less than 3% of the COMPANY's outstanding common stock or (ii) only holds shares of the Company's outstanding preferred stock.

Prohibited Activities. Except as and solely Each Stockholder (other than any Stockholder subject to an employment agreement listed in Schedule 10.7, each of which is expressly excepted from the extent set forth on Schedule 13.1 hereto, the Stockholders obligations imposed by this Section 15) will not, for a period of five (5) three years following the Funding and Consummation Closing Date, for any reason whatsoever, directly or indirectly, for themselves himself or on behalf of or in conjunction with any other Person or PersonsPerson: (i) engage, as an officer, director, shareholderstockholder, owner, partner, joint venturer, or in a managerial capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in any heavy-duty truck, trailer and/or bus components business the sale or operation marketing of telecommunication services or related interconnect services business in direct competition with TCI or any of the Subsidiaries thereof, within 100 miles of where the Company conducted business prior to the Funding and Consummation Date or within the one-year period prior to the Funding and Consummation Date state of Oklahoma (the "Territory"); (ii) call upon any individual who is, at that time, person within the Territory, Territory who is an employee of TCI Parent (including the Subsidiaries thereof) in a sales representative or any Subsidiary thereof managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of TCI or any Subsidiary Parent (including the Subsidiaries thereof); (iii) call upon any Person which is, at that time, is or which has been, within the one-one year prior to the Funding and Consummation Closing Date, a customer of TCI or any Subsidiary Parent (including the Subsidiaries thereof, of the Company or of any of the Other Founding Companies within the Territory ) for the purpose of soliciting or selling products or services in direct competition with TCI within the TerritoryParent (or its Subsidiaries); (iv) call upon any prospective acquisition candidate, on any Stockholder's own behalf or on behalf of any competitor of Parent (including the Subsidiaries thereof) in the heavylong-duty truck, trailer distance telephone or bus components business or operation or any related services interconnect business, which candidate, to the actual knowledge of such Stockholder after due inquiry, was called upon by TCI or any Subsidiary thereof Parent (including the Subsidiaries thereof) or for which, to the actual knowledge of such Stockholder after due inquiry, TCI Parent (or any Subsidiary thereof thereof) made an acquisition analysis, for the purpose of acquiring such entity; or (v) except on behalf disclose existing or prospective customers of TCI or any Subsidiary, disclose customers, whether in existence or proposed, of the Company to any Person, Person for any reason or purpose whatsoever except to the extent that the Company has in the past disclosed such information to the public for valid business reasons. Notwithstanding the above, the foregoing covenant covenants shall not be deemed to prohibit any Stockholder from acquiring as a passive an investment after the date of this Agreement not more than one five percent (1%) of the capital stock of a competing business whose stock is traded on a national securities exchange or over-the-counterthe National Association of Securities Dealers' Automated Quotation System.

Prohibited Activities. Except as Seller and solely to the extent set forth on Schedule 13.1 heretoeach Owner agree, the Stockholders severally and not jointly with any other Person, that he will not, for a during the period beginning on the date hereof and ending on the fifth anniversary of five (5) years following the Funding and Consummation Date, for any reason whatsoeverdate hereof, directly or indirectly, for themselves any reason, for his own account or on behalf of or in conjunction together with any other Person or PersonsPerson: (ia) engagedirectly or indirectly establish, as an officeroperate or provide orthodontist services at any orthodontic office, director, shareholder, owner, partner, joint venturer, clinic or other facility providing services similar to those provided by the Orthodontic Entity or engage or participate in a managerial capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in finance any heavy-duty truck, trailer and/or bus components business or operation or related services business which engages in direct competition with TCI or the business being conducted by Apple, in either case, anywhere within a radius of 20 miles of each location in which any of the Seller or the Seller Subsidiaries thereof, within 100 miles of where was engaged in business on the Company conducted business date hereof or immediately prior to the Funding and Consummation Date or within the one-year period prior to the Funding and Consummation IPO Closing Date (those locations collectively being the "Territory"); (iib) call upon on any individual natural person who is, is at that timetime employed by the Seller, any Seller Subsidiary or Apple with the purpose or intent of attracting that person from the employ of the Seller, any Seller Subsidiary or Apple, provided that each Owner may call on and hire any of his Immediate Family Members; (c) call on any Person that at that time is a customer of the Seller, any Seller Subsidiary or Apple within the Territory, an employee of TCI or any Subsidiary thereof for the purpose or with the intent of enticing such employee away from or out of the employ of TCI or any Subsidiary thereof; (iiii) call upon any Person which is, at that time, or which has been, within the one-year prior to the Funding and Consummation Date, a customer of TCI or any Subsidiary thereof, of the Company or of any of the Other Founding Companies within the Territory for the purpose of soliciting or selling products any product or services service in direct competition with TCI the Seller, any Seller Subsidiary or Apple within the Territory;Territory and (ii) with the knowledge of that customer relationship; or (ivd) call upon any prospective acquisition candidate, on any Stockholder's own behalf or on behalf of any competitor in Apple Acquisition Candidate, with the heavy-duty truck, trailer or bus components business or operation or any related services business, which candidate, to the actual knowledge of such Stockholder after due inquiry, was called upon by TCI or any Subsidiary thereof or for which, to the actual knowledge of such Stockholder after due inquiry, TCI or any Subsidiary thereof made that Person's status as an acquisition analysisApple Acquisition Candidate, for the purpose of acquiring such entity; or (v) except on behalf that Person or arranging the acquisition of TCI or that Person by any Subsidiary, disclose customers, whether in existence or proposed, of the Company to any Person, for any reason or purpose whatsoever except to the extent that the Company has in the past disclosed such information to the public for valid business reasonsPerson other than Apple. Notwithstanding the aboveforegoing, the foregoing covenant shall not be deemed to prohibit Seller or any Stockholder from acquiring Owner may own and hold as a passive investment not more than one percent (up to 1%) % of the capital stock outstanding Capital Stock of a competing business whose stock Entity if that class of Capital Stock is traded listed on a national securities exchange the New York Stock Exchange or over-the-counterincluded in the Nasdaq National Market. For purposes hereof and the respective Tax reporting positions of the parties hereto, each party hereto agrees that the percentage of the cash portion of the Acquisition Consideration to be received by each Owner pursuant to Section 2.04 which equals 1% of that Partner's Pro Rata Share of the Transaction Value will represent, and be received as, consideration for that Owner's agreement to observe the covenants in this Section 10.01.

Prohibited Activities. Except for the activities of the Stockholders and their Affiliates as and solely to the extent set forth on in Schedule 13.1 hereto12.1 (which shall be deemed to be permitted activities under this Section 12.1), the Stockholders will not, without the prior written consent of RV Centers, for a period of five (5) years following the Funding and Consummation Date, for any reason whatsoever, directly or indirectly, for themselves or on behalf of or in conjunction with any other Person person, persons, company, partnership, corporation or Personsbusiness of whatever nature: (i) engage, as an officer, director, shareholder, owner, partner, joint venturer, or in a managerial capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in any heavy-duty truck, trailer and/or bus components business or operation selling any products or related services business in direct competition with TCI any products or services sold by RV Centers or any of the Subsidiaries Subsidiary thereof, within 100 one hundred (100) miles of where the RV Centers or any Other Founding Company conducted business prior to the Funding and Consummation Date or within the one-year period prior to the Funding and Consummation Date Effective Time (the "Territory"); (ii) call upon any individual person who is, at that time, within the Territory, an employee of TCI RV Centers or any Subsidiary thereof in a sales or service representative or managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of TCI RV Centers or any Subsidiary thereof; (iii) call upon any Person or entity which is, at that time, or which has been, within the one-one (1) year prior to the Funding and Consummation Date, a customer of TCI RV Centers or any Subsidiary thereof, of the Company or of any of the Other Founding Companies within the Territory for the purpose of soliciting or selling products or services in direct competition with TCI any products or services sold by RV Centers or any Subsidiary thereof within the Territory; (iv) call upon any prospective acquisition candidate, on any Stockholder's own behalf or on behalf of any competitor in the heavy-duty truck, trailer or bus components business or operation or any related services business, which candidatecandidate was, to the actual knowledge of such Stockholder after due reasonable inquiry, was either called upon by TCI RV Centers or any Subsidiary thereof or for which, to the actual knowledge of such Stockholder after due inquiry, TCI which RV Centers or any Subsidiary thereof made an acquisition analysis, for the purpose of acquiring such entity; or (v) except on behalf of TCI or any Subsidiary, disclose customers, whether in existence or proposed, of the Company to any Personperson, firm, partnership, corporation or business for any reason or purpose whatsoever except to the extent that the Company has in the past disclosed such information to the public for valid business reasons. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit any Stockholder from acquiring as a passive investment (i) not more than one three percent (13%) of the capital stock of a competing business whose stock is traded on a national securities exchange exchange, the NASDAQ Stock Market or on an over-the-countercounter or similar market, or (ii) not more than five percent (5%) of the capital stock of a competing business whose stock is not publicly traded.

Prohibited Activities. Except as and solely to the extent set forth described on Schedule 13.1 heretoSCHEDULE 11.1 hereto or as otherwise provided in an employment agreement with CCC or a subsidiary of CCC, the Stockholders will notSurviving Corporation or any other subsidiary of CCC, each Shareholder agrees that for a period of five (5) two years following the Funding and Consummation Closing Date, for any reason whatsoever, directly or indirectly, for themselves or on behalf of or in conjunction with any other Person or Personshe/she shall not: (ia) engage, as an officer, director, shareholder, owner, partner, member, joint venturer, or in a managerial capacity, whether as an employee, independent contractor, consultant or consultant, advisor, or as a sales representative, in any heavy-duty truck, trailer and/or bus components business selling any products or operation or related services business in direct competition with TCI the Holding Company or any of the Subsidiaries thereof, its subsidiaries within 100 miles of where any office of the Holding Company conducted business prior to or any office of any of the Funding and Consummation Date or within the one-year period prior to the Funding and Consummation Date Holding Company's subsidiaries (the "Territory");; ---------- (iib) call upon any individual person who is, at that time, within the Territory, an employee of TCI the Holding Company or any Subsidiary thereof subsidiary of the Holding Company in a managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of TCI the Holding Company or any Subsidiary thereofsubsidiary of the Holding Company; (iiic) call upon any Person which person within the Territory who is, at that time, or which has been, within the one-one year prior to the Funding and Consummation Datethat time, a customer of TCI the Holding Company or any Subsidiary thereof, subsidiary of the Company or of any of the Other Founding Companies within the Territory Holding Company, for the purpose of soliciting or selling products or services in direct competition with TCI the Holding Company or any subsidiary of the Holding Company within the Territory; (ivd) call upon any prospective acquisition candidateperson who is, at the time, or has been, within one year prior to that time, a customer of CCC and/or any subsidiary or affiliate of CCC with whom the Shareholder has had personal contact for the purpose of soliciting or selling products or services in direct competition with CCC and/or any subsidiary or affiliate of CCC; or (e) on any Stockholderthe Shareholder's own behalf or on behalf of any competitor in the heavy-duty truckcompetitor, trailer or bus components business or operation or call upon any related services business, which candidateperson as a prospective acquisition candidate who was, to the actual knowledge of such Stockholder after due inquiryShareholder's knowledge, was either called upon by TCI the Holding Company or a subsidiary of the Holding Company as a prospective acquisition candidate or was the subject of an acquisition analysis by the Holding Company or any Subsidiary thereof or for whichsubsidiary of the Holding Company. The Shareholder, to the actual extent lacking the knowledge of such Stockholder after due inquirydescribed in the preceding sentence, TCI shall immediately cease all contact with any prospective acquisition candidate upon being informed, in writing, that the Holding Company or any Subsidiary thereof subsidiary of the Holding Company had so called upon such candidate or made an acquisition analysis, for the purpose of acquiring such entity; or (v) except on behalf of TCI or any Subsidiary, disclose customers, whether in existence or proposed, of the Company to any Person, for any reason or purpose whatsoever except to the extent that the Company has in the past disclosed such information to the public for valid business reasonsanalysis thereof. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit any Stockholder Shareholder subject to this Article 11 from acquiring as a passive an investment not more than one percent (1%) of the outstanding voting capital stock of a competing business business, whose stock is traded on a national securities exchange or over-the-counterthrough the automated quotation system of a registered securities association.

Prohibited Activities. Except as and solely to the extent set forth on Schedule 13.1 hereto, the Stockholders The STOCKHOLDERS will not, for a period of five four (54) years following the Funding and Consummation Closing Date, for any reason whatsoever, directly or indirectly, for themselves or on behalf of or in conjunction with any other Person person, company, partnership, corporation or Personsbusiness of whatever nature: (ia) engage, as an officer, director, shareholder, owner, partner, joint venturer, or in a managerial capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in any heavy-duty truck, trailer and/or bus components business selling any products or operation or related services business in direct competition with TCI CTS or any of the Subsidiaries subsidiaries thereof, within 100 miles of where the Company COMPANY or any of its subsidiaries or any of the Other Founding Companies conducted business prior to the Funding and Consummation Date or within effectiveness of the one-year period prior to the Funding and Consummation Date Merger (the "Territory")) ; (iib) call upon any individual person who is, at that time, within the Territory, an employee of TCI CTS (including the subsidiaries thereof) in a sales representative or any Subsidiary thereof managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of TCI CTS (including the subsidiaries thereof), provided that each STOCKHOLDER shall be permitted to call upon and hire any member of his or any Subsidiary thereofher immediate family; (iiic) call upon any Person person or entity which is, at that time, or which has been, within the one-one (1) year prior to the Funding and Consummation Closing Date, a customer of TCI or any Subsidiary CTS (including the subsidiaries thereof), of the Company COMPANY or of any of the Other Founding Companies within the Territory for the purpose of soliciting or selling products or services in direct competition with TCI CTS within the Territory; (ivd) call upon any prospective acquisition candidate, on any StockholderSTOCKHOLDER's own behalf or on behalf of any competitor in similar or incidental businesses or activities described in the heavy-duty truck, trailer or bus components business or operation or any related services businessRegistration Statement, which candidate, to the actual knowledge of such Stockholder STOCKHOLDER after due inquiry, was called upon by TCI or any Subsidiary thereof CTS (including the subsidiaries thereof) or for which, to the actual knowledge of such Stockholder STOCKHOLDER after due inquiry, TCI CTS (or any Subsidiary thereof subsidiary thereof) made an acquisition analysis, for the purpose of acquiring such entity; or (ve) except on behalf of TCI or any Subsidiary, disclose customers, whether in existence or proposed, of the Company COMPANY to any Personperson, firm, partnership, corporation or business for any reason or purpose whatsoever except to the extent that the Company COMPANY has in the past disclosed such information to the public for valid business reasonsreasons or disclosure is specifically required by law; provided, however, in the event disclosure is required by law, the STOCKHOLDERS shall provide CTS with prompt notice of such requirement prior to making any disclosure so that CTS may seek a protective order. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit any Stockholder STOCKHOLDER from acquiring as a passive an investment not more than one percent (1%) of the capital stock of a competing business whose stock is traded on a national securities exchange or over-the-countercounter so long as the STOCKHOLDER does not consult with or is not employed by such competitor.

Prohibited Activities. Except as and solely to the extent set forth on Schedule 13.1 hereto, the Stockholders The STOCKHOLDER will not, for a period of five (5) years following the Funding and Consummation Date, for any reason whatsoever, directly or indirectly, for themselves himself or on behalf of or in conjunction with any other Person person, persons, company, partnership, corporation or Personsbusiness of whatever nature: (i) engage, as an officer, director, shareholder, owner, partner, joint venturer, or in a managerial capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in any heavy-duty truckheating, trailer and/or bus components business ventilating or operation or related air conditioning services business in direct competition with TCI CSI or any of the Subsidiaries subsidiaries thereof, within 100 miles of where the Company COMPANY or any of its subsidiaries conducted business prior to the Funding and Consummation Date or within effectiveness of the one-year period prior to the Funding and Consummation Date Merger (the "Territory"); (ii) call upon any individual person who is, at that time, within the Territory, an employee of TCI CSI (including the subsidiaries thereof) in a sales representative or any Subsidiary thereof managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of TCI or CSI (including the subsidiaries thereof), provided that the STOCKHOLDER shall be permitted to call upon and hire any Subsidiary thereofmember of his immediate family; (iii) call upon any Person person or entity which is, at that time, or which has been, within the one-one (1) year prior to the Funding and Consummation Date, a customer of TCI or any Subsidiary CSI (including the subsidiaries thereof), of the Company COMPANY or of any of the Other Founding Companies within the Territory for the purpose of soliciting or selling products or services in direct competition with TCI CSI within the Territory; (iv) call upon any prospective acquisition candidate, on any Stockholder's the STOCKHOLDER'S own behalf or on behalf of any competitor in the heavy-duty truckheating, trailer ventilation or bus components business or operation or any related air conditioning services business, which candidate, to the actual knowledge of such Stockholder the STOCKHOLDER after due inquiry, was called upon by TCI or any Subsidiary thereof CSI (including the subsidiaries thereof) or for which, to the actual knowledge of such Stockholder STOCKHOLDER after due inquiry, TCI CSI (or any Subsidiary thereof subsidiary thereof) made an acquisition analysis, for the purpose of acquiring such entity; or (v) except on behalf of TCI or any Subsidiary, disclose customers, whether in existence or proposed, of the Company COMPANY to any Personperson, firm, partnership, corporation or business for any reason or purpose whatsoever except to the extent that the Company COMPANY has in the past disclosed such information to the public for valid business reasons. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit any Stockholder the STOCKHOLDER from acquiring as a passive an investment not more than one percent (1%) of the capital stock of a competing business whose stock is traded on a national securities exchange or over-the-counter.

Prohibited Activities. Except as Provided that QSI shall have complied with and solely to performed all of its obligations hereunder and that the extent set forth on Schedule 13.1 heretoStockholders shall have received payment in full of the consideration described in Section 2, the Stockholders will shall not, for a period of five (5) years following the Funding and Consummation Date, for any reason whatsoever, directly or indirectly, for themselves or on behalf of or in conjunction with any other Person person, persons, company, partnership, corporation or Personsbusiness of whatever nature: (i) engage, as an officer, director, shareholder, owner, partner, joint venturer, or in a managerial capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in any heavy-duty truck, trailer and/or bus components business or operation or related services electrical engineering and construction business in direct competition with TCI QSI or any of the Subsidiaries subsidiaries thereof, within 100 miles of where the Company or any of its subsidiaries conducted business prior to the Funding and Consummation Date or within the one-year period prior to effectiveness of the Funding and Consummation Date (the "Territory"); (ii) call upon any individual person who is, at that time, within the Territory, an employee of TCI QSI (including the subsidiaries thereof) in a sales representative or any Subsidiary thereof managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of TCI QSI (including the subsidiaries thereof), provided that each Stockholder shall be permitted to call upon and hire any member of his or any Subsidiary thereofher immediate family; (iii) call upon any Person person or entity which is, is at that time, or which has been, within the one-one (l) year prior to the Funding and Consummation Date, a customer of TCI or any Subsidiary QSI (including the subsidiaries thereof), of the Company or of any of the Other Founding Companies within the Territory for the purpose of soliciting or selling products or services in direct competition with TCI QSI within the Territory; (iv) call upon any prospective acquisition candidate, on the Company's or any Stockholder's own behalf or on behalf of any competitor in the heavy-duty truck, trailer or bus components business or operation or any related services electrical engineering and construction business, which candidate, to the actual knowledge Knowledge of the Company or such Stockholder after due inquiry, was called upon by TCI or any Subsidiary thereof QSI (including the subsidiaries thereof) or for which, to the actual knowledge Knowledge of the Company or such Stockholder after due inquiry, TCI QSI (or any Subsidiary thereof subsidiary thereof) made an acquisition analysis, for the purpose of acquiring such entity; or (v) except on behalf of TCI or any Subsidiary, disclose customers, whether in existence or proposed, of the Company to any Personperson, firm, partnership, corporation or business for any reason or purpose whatsoever except to the extent that the Company has in the past disclosed such information to the public types of persons to whom disclosure is then presently contemplated for valid business reasons. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit any Stockholder from acquiring as a passive an investment not more than one two percent (12%) of the capital stock of a competing business whose stock is traded on a national securities exchange or over-the-counter.

Prohibited Activities. Except as Each Stockholder agrees, severally and solely to the extent set forth on Schedule 13.1 heretonot jointly with any other Person, the Stockholders that he will not, for a during the period beginning on the date hereof and ending on the fifth anniversary of five (5) years following the Funding and Consummation Date, for any reason whatsoeverdate hereof, directly or indirectly, for themselves any reason, for his own account or on behalf of or in conjunction together with any other Person or PersonsPerson: (ia) engage, engage as an officer, director, shareholder, director or in any other managerial capacity or as an owner, partner, joint venturer, co-owner or in a managerial capacityother investor of or in, whether as an employee, independent contractor, consultant or advisor, or as a sales representativerepresentative or distributor of any kind, in any heavy-duty truck, trailer and/or bus components business selling any products or operation or related providing any services business in direct competition with TCI the Company, any Company Subsidiary or Apple or any Subsidiary of Apple (Apple and its Subsidiaries collectively being "Apple" for purposes of this Article X) within a radius of 20 miles of each location in which any of the Subsidiaries thereof, within 100 miles of where Company or the Company conducted Subsidiaries was engaged in business on the date hereof or immediately prior to the Funding and Consummation Date or within the one-year period prior to the Funding and Consummation Date Effective Time (those locations collectively being the "Territory"); (iib) call upon on any individual natural person who is at that time employed by the Company, any Company Subsidiary or Apple with the purpose or intent of attracting that person from the employ of the Company, any Company Subsidiary or Apple, provided that the Stockholder may call on and hire any of his Immediate Family Members; (c) call on any Person that at that time is, or at any time within one year prior to that timetime was, a customer of the Company, any Company Subsidiary or Apple within the Territory, an employee of TCI or any Subsidiary thereof for the purpose or with the intent of enticing such employee away from or out of the employ of TCI or any Subsidiary thereof; (iiii) call upon any Person which is, at that time, or which has been, within the one-year prior to the Funding and Consummation Date, a customer of TCI or any Subsidiary thereof, of the Company or of any of the Other Founding Companies within the Territory for the purpose of soliciting or selling products any product or services service in direct competition with TCI the Company, any Company Subsidiary or Apple within the Territory;Territory and (ii) with the knowledge of that customer relationship; or (ivd) call upon any prospective acquisition candidate, on any Stockholder's own behalf or on behalf of any competitor in Apple Acquisition Candidate, with the heavy-duty truck, trailer or bus components business or operation or any related services business, which candidate, to the actual knowledge of such Stockholder after due inquiry, was called upon by TCI or any Subsidiary thereof or for which, to the actual knowledge of such Stockholder after due inquiry, TCI or any Subsidiary thereof made that Person's status as an acquisition analysisApple Acquisition Candidate, for the purpose of acquiring such entity; or (v) except on behalf that Person or arranging the acquisition of TCI or that Person by any Subsidiary, disclose customers, whether in existence or proposed, of the Company to any Person, for any reason or purpose whatsoever except to the extent that the Company has in the past disclosed such information to the public for valid business reasonsPerson other than Apple. Notwithstanding the aboveforegoing, the foregoing covenant shall not be deemed to prohibit any Stockholder from acquiring may own and hold as a passive investment not more than one percent (up to 1%) % of the capital stock outstanding Capital Stock of a competing business whose stock Entity if that class of Capital Stock is traded listed on a national securities exchange the New York Stock Exchange or over-the-counterincluded in the Nasdaq National Market. For purposes hereof and the respective Tax reporting positions of the parties hereto, each party hereto agrees that the percentage of the cash portion of the Merger Consideration to be received by each Stockholder pursuant to Section 2.04 which equals 1% of that Stockholder's Pro Rata Share of the Transaction Value will represent, and be received as, consideration for that Stockholder's agreement to observe the covenants in this Section 10.01.

Prohibited Activities. Except as and solely to the extent set forth on Schedule 13.1 hereto, the Stockholders The Owner agrees that he will not, for a during the period beginning on the date hereof and ending on the fifth anniversary of five (5) years following the Funding and Consummation Date, for any reason whatsoeverdate hereof, directly or indirectly, for themselves any reason, for his own account or on behalf of or in conjunction together with any other Person or PersonsPerson: (ia) engage, engage as an officer, director, shareholder, director or in any other managerial capacity or as an owner, partner, joint venturer, co-owner or in a managerial capacityother investor of or in, whether as an employee, independent contractor, consultant or advisor, or as a sales representativerepresentative or distributor of any kind, in any heavy-duty truck, trailer and/or bus components business selling any products or operation or related providing any services business in direct competition with TCI the Business or Apple or any Subsidiary of the Apple (Apple and its Subsidiaries thereof, collectively being "Apple" for purposes of this Article X) within 100 a radius of 10 miles of where each location in which the Company conducted Owner was engaged in business on the date hereof or immediately prior to the Funding and Consummation Date or within the one-year period prior to the Funding and Consummation IPO Closing Date (those locations collectively being the "Territory"); (iib) call upon on any individual natural person who is at that time employed by Apple with the purpose or intent of attracting that person from the employ of Apple, provided that the Owner may call on and hire any of his Immediate Family Members; (c) call on any Person that at that time is, or at any time within one year prior to that timetime was, a customer of the Owner or Apple within the Territory, an employee of TCI or any Subsidiary thereof for the purpose or with the intent of enticing such employee away from or out of the employ of TCI or any Subsidiary thereof; (iiii) call upon any Person which is, at that time, or which has been, within the one-year prior to the Funding and Consummation Date, a customer of TCI or any Subsidiary thereof, of the Company or of any of the Other Founding Companies within the Territory for the purpose of soliciting or selling products any product or services service in direct competition with TCI Apple within the Territory;Territory and (ii) with the knowledge of that customer relationship; or (ivd) call upon any prospective acquisition candidate, on any Stockholder's own behalf or on behalf of any competitor in Apple Acquisition Candidate, with the heavy-duty truck, trailer or bus components business or operation or any related services business, which candidate, to the actual knowledge of such Stockholder after due inquiry, was called upon by TCI or any Subsidiary thereof or for which, to the actual knowledge of such Stockholder after due inquiry, TCI or any Subsidiary thereof made that Person's status as an acquisition analysisApple Acquisition Candidate, for the purpose of acquiring such entity; or (v) except on behalf that Person or arranging the acquisition of TCI or that Person by any Subsidiary, disclose customers, whether in existence or proposed, of the Company to any Person, for any reason or purpose whatsoever except to the extent that the Company has in the past disclosed such information to the public for valid business reasonsPerson other than Apple. Notwithstanding the aboveforegoing, the foregoing covenant shall not be deemed to prohibit any Stockholder from acquiring Owner may own and hold as a passive investment not more than one percent (up to 1%) % of the capital stock outstanding Capital Stock of a competing business whose stock Entity if that class of Capital Stock is traded listed on a national securities exchange the New York Stock Exchange or over-the-counterincluded in the Nasdaq National Market. For purposes hereof and the respective Tax reporting positions of the parties hereto, each party hereto agrees that the percentage of the cash portion of the Acquisition Consideration to be received by the Owner pursuant to Section 2.04 which equals 1% of the Transaction Value will represent, and be received as, consideration for the Owner's agreement to observe the covenants in this Section 10.01.

Prohibited Activities. Except as Each Stockholder agrees, severally and solely to the extent set forth on Schedule 13.1 heretonot jointly with any other Person, the Stockholders that he will not, for a during the period beginning on the date hereof and ending on the fifth anniversary of five (5) years following the Funding and Consummation Date, for any reason whatsoeverdate hereof, directly or indirectly, for themselves any reason, for his own account or on behalf of or in conjunction together with any other Person or PersonsPerson: (ia) engage, engage as an officer, director, shareholder, director or in any other managerial capacity or as an owner, partner, joint venturer, co-owner or in a managerial capacityother investor of or in, whether as an employee, independent contractor, consultant or advisor, or as a sales representativerepresentative or distributor of any kind, in any heavy-duty truck, trailer and/or bus components business selling any products or operation or related providing any services business in direct competition with TCI the Company, any Company Subsidiary or Apple or any Subsidiary of Apple (Apple and its Subsidiaries collectively being "Apple" for purposes of this Article X) within a radius of ____ miles of each location in which any of the Subsidiaries thereof, within 100 miles of where Company or the Company conducted Subsidiaries was engaged in business on the date hereof or immediately prior to the Funding and Consummation Date or within the one-year period prior to the Funding and Consummation Date Effective Time (those locations collectively being the "Territory"); (iib) call upon on any individual natural person who is at that time employed by the Company, any Company Subsidiary or Apple with the purpose or intent of attracting that person from the employ of the Company, any Company Subsidiary or Apple, provided that the Stockholder may call on and hire any of his Immediate Family Members; (c) call on any Person that at that time is, or at any time within one year prior to that timetime was, a customer of the Company, any Company Subsidiary or Apple within the Territory, an employee of TCI or any Subsidiary thereof for the purpose or with the intent of enticing such employee away from or out of the employ of TCI or any Subsidiary thereof; (iiii) call upon any Person which is, at that time, or which has been, within the one-year prior to the Funding and Consummation Date, a customer of TCI or any Subsidiary thereof, of the Company or of any of the Other Founding Companies within the Territory for the purpose of soliciting or selling products any product or services service in direct competition with TCI the Company, any Company Subsidiary or Apple within the Territory;Territory and (ii) with the knowledge of that customer relationship; or (ivd) call upon any prospective acquisition candidate, on any Stockholder's own behalf or on behalf of any competitor in Apple Acquisition Candidate, with the heavy-duty truck, trailer or bus components business or operation or any related services business, which candidate, to the actual knowledge of such Stockholder after due inquiry, was called upon by TCI or any Subsidiary thereof or for which, to the actual knowledge of such Stockholder after due inquiry, TCI or any Subsidiary thereof made that Person's status as an acquisition analysisApple Acquisition Candidate, for the purpose of acquiring such entity; or (v) except on behalf that Person or arranging the acquisition of TCI or that Person by any Subsidiary, disclose customers, whether in existence or proposed, of the Company to any Person, for any reason or purpose whatsoever except to the extent that the Company has in the past disclosed such information to the public for valid business reasonsPerson other than Apple. Notwithstanding the aboveforegoing, the foregoing covenant shall not be deemed to prohibit any Stockholder from acquiring may own and hold as a passive investment not more than one percent (up to 1%) % of the capital stock outstanding Capital Stock of a competing business whose stock Entity if that class of Capital Stock is traded listed on a national securities exchange the New York Stock Exchange or over-the-counterincluded in the Nasdaq National Market. For purposes hereof and the respective Tax reporting positions of the parties hereto, each party hereto agrees that the percentage of the cash portion of the Merger Consideration to be received by each Stockholder pursuant to Section 2.04 which equals 1% of that Stockholder's Pro Rata Share of the Transaction Value will represent, and be received as, consideration for that Stockholder's agreement to observe the covenants in this Section 10.01.

Prohibited Activities. Except as and solely to the extent set forth Each Stockholder identified on Schedule 13.1 hereto10.01 (each a "Restricted Stockholder") and, in the Stockholders case of paragraphs (b) and (d) below of this Section 10.01, each Stockholder, severally agrees that he will not, for a not during the period beginning on the date hereof and ending on the third anniversary of five (5) years following the Funding and Consummation Date, for any reason whatsoeverdate hereof, directly or indirectly, for themselves any reason, for his own account or on behalf of or in conjunction together with any other Person or PersonsPerson: (ia) engage, engage as an officer, director, shareholder, director or in any other managerial capacity or as an owner, partner, joint venturer, co-owner or in a managerial capacityother investor of or in, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in any heavy-duty truck, trailer and/or bus components business or operation or related services business engaged in direct the Practice of Engineering in competition with TCI the Company, any Company Subsidiary or OEI or any Subsidiary of OEI (OEI and its Subsidiaries collectively being called "OEI" for purposes of this Article X) within any territory surrounding any office or facility (each a "facility") in which any of the Company or the Company Subsidiaries thereofwas engaged in business on the date hereof or immediately prior to the Effective Time (for purposes of this Article X, the territory surrounding a facility shall be: (i) the city, town or village in which the facility is located, (ii) the county or parish in which the facility is located, (iii) the counties or parishes contiguous to the county or parish in which the facility is located, and (iv) the area located within 100 miles of where the Company conducted business prior to the Funding and Consummation Date or within the one-year period prior to the Funding and Consummation Date (facility, all of such locations being herein collectively called the "TerritoryTERRITORY"); (iib) call upon on any individual natural Person who is at that time employed by the Company, any Company Subsidiary or OEI with the purpose or intent of attracting that person from the employ of the Company, any Company Subsidiary or OEI, provided that a Stockholder may call on and hire any of his Immediate Family Members; (c) call on any Person that at that time is, or at any time within one year prior to that timetime was, a customer of the Company, any Company Subsidiary or OEI within the Territory, an employee of TCI or any Subsidiary thereof for the purpose or with the intent of enticing such employee away from or out of the employ of TCI or any Subsidiary thereof; (iiii) call upon any Person which is, at that time, or which has been, within the one-year prior to the Funding and Consummation Date, a customer of TCI or any Subsidiary thereof, of the Company or of any of the Other Founding Companies within the Territory for the purpose of soliciting or selling products any product or services service in direct competition with TCI the Company, any Company Subsidiary or OEI within the Territory;Territory and (ii) with the knowledge of the customer relationship; or (ivd) call upon any prospective acquisition candidate, on any Stockholder's own behalf or on behalf of any competitor in OEI Acquisition Candidate, with the heavy-duty truck, trailer or bus components business or operation or any related services business, which candidate, to the actual knowledge of such Stockholder after due inquiry, was called upon by TCI or any Subsidiary thereof or for which, to the actual knowledge of such Stockholder after due inquiry, TCI or any Subsidiary thereof made that Person's status as an acquisition analysisOEI Acquisition Candidate, for the purpose of acquiring such entity; or (v) except on behalf that Person or arranging the acquisition of TCI or that Person by any Subsidiary, disclose customers, whether in existence or proposed, of the Company to any Person, for any reason or purpose whatsoever except to the extent that the Company has in the past disclosed such information to the public for valid business reasonsPerson other than OEI. Notwithstanding the aboveforegoing, the foregoing covenant shall not be deemed to prohibit any Restricted Stockholder from acquiring may own and hold as a passive investment not more than one percent (up to 1%) % of a class of the capital stock outstanding Capital Stock of a competing business whose stock Entity if that class of Capital Stock is traded on a national securities exchange or over-the-counterpublicly traded.

Prohibited Activities. Except as and solely to (a) For no additional consideration, (i) the extent set forth on Schedule 13.1 heretoStockholders, other than the Stockholders Minor Stockholders, will not, not for a period of five (5) years following the Funding Closing Date and, as to Stockholders (other than Minor Stockholders) who are parties to Employment Agreements, if longer, one year following such Stockholder's voluntary termination of his or her employment agreement with the Surviving Corporation or its Affiliates or the termination of such individual's employment with the Surviving Corporation or its Affiliates "for cause," in each case as determined in accordance with such individual's Employment Agreement, and Consummation (ii) the Minor Stockholders will not for two years following the Closing Date, and, as to Minor Stockholders who are parties to Employment Agreements, if longer, one year following such Minor Stockholder's voluntary termination of his or her employment agreement with the Surviving Corporation or its Affiliates or the termination of such individual's employment with the Surviving Corporation or its Affiliates "for any reason whatsoevercause," in each case as determined in accordance with such individual's Employment Agreement (with the applicable period being herein referred to as the "Noncompete Term"), directly or indirectly, for themselves himself or on behalf of or in conjunction with any other Person person, company, partnership, corporation or Personsbusiness of whatever nature: (i) engage, as an officer, director, shareholder, owner, partner, joint venturer, or in a managerial or advisory capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in a Competitive Business (A) in the counties in California in which either of the Companies or any heavy-duty truck, trailer and/or bus components subsidiaries conducts business or operation or related services has conducted business in direct competition with TCI within the past three years, all of which counties are set forth on Schedule 5.1, (B) within 150 miles of where either of the Companies or any of the Subsidiaries thereofits subsidiaries conducts business, within 100 miles of where the Company or has conducted business prior to the Funding and Consummation Date or within the one-year period prior past three years, outside of California, including any territory outside of California that is serviced by either of the Companies or any of such subsidiaries (the counties and other areas included within clause (A) and (B) being herein referred to the Funding and Consummation Date (as the "Territory"); (ii) call upon any individual person who is, at that time, within the Territory, is an employee or consultant of TCI Quanta or the Surviving Corporation or any Subsidiary thereof of their respective subsidiaries for the purpose or with the intent or effect of enticing such employee or consultant away from or out of the employ of TCI or contract with Quanta or the Surviving Corporation or any Subsidiary thereof;of their respective subsidiaries; or (iii) call upon any Person person or entity which is, at that time, or which has been, within the one-one year prior to the Funding and Consummation Datethat time, a customer of TCI or any Subsidiary thereof, of the Company or of the Surviving Corporation or any of the Other Founding Companies subsidiaries of such parties within the Territory for the purpose purpose, or with the effect, of soliciting or selling services or products or services in direct competition with TCI a Competitive Business within the Territory;. (ivb) call upon any prospective acquisition candidate, on any Stockholder's own behalf or on behalf of any competitor in the heavy-duty truck, trailer or bus components business or operation or any related services business, which candidate, to the actual knowledge of such Stockholder after due inquiry, was called upon by TCI or any Subsidiary thereof or for which, to the actual knowledge of such Stockholder after due inquiry, TCI or any Subsidiary thereof made an acquisition analysis, for the purpose of acquiring such entity; or (v) except on behalf of TCI or any Subsidiary, disclose customers, whether in existence or proposed, of the Company to any Person, for any reason or purpose whatsoever except to the extent that the Company has in the past disclosed such information to the public for valid business reasons. Notwithstanding the above, (i) if the foregoing covenant employment of a Stockholder (other than a Minor Stockholder) identified in Section 9.1(a) is terminated by the Surviving Corporation other than "for cause," as determined under such individual's Employment Agreement, if applicable, then the Noncompete Term shall be five years following the Closing Date, (ii) Section 9.1(a) shall not be deemed to prohibit any such Stockholder from acquiring acquiring, as a passive investment investor with no involvement in the operations of the business, not more than one percent (1%) of the capital stock of a competing business Competitive Business whose stock is publicly traded on a national securities exchange exchange, The Nasdaq Stock Market or over-thethe- counter, and (iii) if the employment of a Stockholder is terminated for other than "good cause", as determined under such individual's Employment Agreement, if applicable, then no non-counter.compete provision shall be enforceable for any period of time during which or for which such Stockholder is not receiving or has not received severance compensation..

Prohibited Activities. Except as Each Management Stockholder and solely to each Selling Stockholder owning five percent or more of the extent set forth on Schedule 13.1 heretoCompany Capital Stock (each a "Covenanting Stockholder") agrees severally, the Stockholders but not jointly with any other Person, that he or she will not, for a during the period beginning on the date hereof and ending on the third anniversary of five (5) years following the Funding and Consummation Closing Date, for any reason whatsoever, directly or indirectly, for themselves any reason, for his or her own account, or on behalf of of, or in conjunction with together with, any other Person except for, and on behalf of, the Company or Personsany Company Subsidiary: (ia) engage, be engaged as an officer, director, shareholder, officer or director or in any other managerial or sales capacity or as an owner, partner, joint venturer, co-owner or in a managerial capacityother investor of or in, whether as an employee, independent contractor, consultant or advisor, or as a sales representativerepresentative or distributor of any kind, in a business that sells any heavy-duty truck, trailer and/or bus components business products or operation or related provides any services business in direct competition with TCI the Company, any Company Subsidiary, or IDG or any Subsidiary of IDG (IDG and its Subsidiaries collectively being "IDG" for purposes of this Article X) within a radius of 100 miles of each location in which any of the Subsidiaries thereof, within 100 miles of where Company or any Company Subsidiary or IDG was engaged in the Company conducted business prior to Business on the Funding and Consummation Date date hereof or within on the one-year period prior to the Funding and Consummation Closing Date (those locations collectively being the "Territory"); (iib) call upon on any individual natural person who is at that time employed by the Company, any Company Subsidiary, or IDG in any managerial or sales capacity with the purpose or intent of attracting that person from the employ of the Company, any Company Subsidiary, or IDG; (c) call on any Person who at that time is, or at any time within one year prior to that timetime was, a customer of the Company, any Company Subsidiary, or IDG within the Territory, an employee of TCI or any Subsidiary thereof for whom the purpose or with the intent of enticing such employee away from or out of the employ of TCI or any Subsidiary thereof; (iii) call upon any Person which isCovenanting Stockholder had knowledge, at and contact with, that timecustomer relationship, or which has been, within the one-year prior to the Funding and Consummation Date, a customer of TCI or any Subsidiary thereof, of the Company or of any of the Other Founding Companies within the Territory for the purpose of soliciting or selling products any product or services service in direct competition with TCI the Company, any Company Subsidiary, or IDG within the Territory;; or (ivd) call upon any prospective acquisition candidate, on any Stockholder's own behalf or on behalf of any competitor in IDG Acquisition Candidate, with the heavy-duty truck, trailer or bus components business or operation or any related services business, which candidate, to the actual knowledge of such Stockholder after due inquiry, was called upon by TCI or any Subsidiary thereof or for which, to the actual knowledge of such Stockholder after due inquiry, TCI or any Subsidiary thereof made that Person's status as an acquisition analysisIDG Acquisition Candidate, for the purpose of acquiring such entity; or (v) except on behalf that Person or arranging the acquisition of TCI or that Person by any Subsidiary, disclose customers, whether in existence or proposed, of the Company to any Person, for any reason or purpose whatsoever except to the extent that the Company has in the past disclosed such information to the public for valid business reasonsPerson other than IDG. Notwithstanding the aboveforegoing, the foregoing covenant shall not be deemed to prohibit any Covenanting Stockholder from acquiring may own and hold as a passive investment not more than up to one percent (1%) of the capital stock outstanding Capital Stock of a competing business whose stock Entity if that class of Capital Stock is traded listed for trading or quotation on a national securities or regional stock exchange registered with the SEC or over-the-counteron The Nasdaq National Stock Market.

Prohibited Activities. Except as and solely to the extent set forth on Schedule 13.1 hereto, the Stockholders The Stockholder will not, for a period of five (5) years following the Funding and Consummation Date, for any reason whatsoever, directly or indirectly, for themselves himself or on behalf of or in conjunction with any other Person person, persons, company, partnership, corporation or Personsbusiness of whatever nature: (i) engage, as an officer, director, shareholder, owner, partner, joint venturer, or in a managerial capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in any heavy-duty truckretail (new or used, trailer and/or bus components but excluding used home lots or other activities listed on Schedule 13.1 hereto) manufactured housing business or operation or related services business (including the ownership or management of manufactured housing subdivisions, lots or parks, but excluding any such subdivisions, lots or parks or other activities listed on Schedule 13.1 hereto) in direct competition with TCI Home or any of the Subsidiaries subsidiaries thereof, within 100 miles of where the Company or any of its subsidiaries conducted business prior to the Funding and Consummation Date or within effectiveness of the one-year period prior to the Funding and Consummation Date Merger (the "Territory"); (ii) call upon any individual person who is, at that time, within the Territory, an employee of TCI Home or any Subsidiary subsidiary thereof for the purpose or with the intent of enticing such employee away from or out of the employ of TCI Home or any Subsidiary subsidiary thereof; (iii) call upon any Person person or entity which is, at that time, or which has been, within the one-one (1) year prior to the Funding and Consummation Date, a customer of TCI Home or any Subsidiary subsidiary thereof, of the Company or of any of the Other Founding Companies within the Territory for the purpose of soliciting or selling products or services in direct competition with TCI Home within the Territory; (iv) call upon any prospective acquisition candidate, on any Stockholder's own behalf or on behalf of any competitor in the heavy-duty truck, trailer or bus components business or operation or any related services retail manufactured housing business, which candidate, to the actual knowledge of such Stockholder after due inquiry, was called upon by TCI Home or any Subsidiary subsidiary thereof or for which, to the actual knowledge of such Stockholder after due inquiry, TCI Home or any Subsidiary subsidiary thereof made an acquisition analysis, for the purpose of acquiring such entity; or (v) except on behalf of TCI or any Subsidiary, disclose customers, whether in existence or proposed, of the Company to any Personperson, firm, partnership, corporation or business for any reason or purpose whatsoever except to the extent that the Company has in the past disclosed such information to the public for valid business reasons. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit (i) any Stockholder from acquiring as a passive investment not more than one percent (1%) of the capital stock of a competing business whose stock is traded on a national securities exchange or over-the-counter, or (ii) any of the activities listed on Schedule 13.1 hereto.

Prohibited Activities. Except as and solely to the extent set forth on Schedule 13.1 hereto, the Stockholders The Principal Shareholder will not, for a period of five (5) years following the Funding and Consummation Date, for any reason whatsoever, directly or indirectly, for themselves himself or on behalf of or in conjunction with any other Person person, persons, company, partnership, corporation or Personsbusiness of whatever nature other than DoveBid until after the longer of (i) two (2) years following the Closing Date or (ii) three (months) following the termination of the Principal Shareholder's employment with DoveBid; provided -------- that under no circumstances will this restriction extend beyond three (3) years ---- of the Closing Date: (ia) engage, engage directly or as an officer, director, shareholder, owner, partner, joint venturer, or in a managerial capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in any heavy-duty truck, trailer and/or bus components business listed or operation or related services business in direct competition with TCI or any of the Subsidiaries thereof, within 100 miles of where the Company conducted business prior to the Funding and Consummation Date or within the one-year period prior to the Funding and Consummation Date (the "Territory")described on Exhibit G; (iib) call upon any individual person who is, at that time, within the Territory, an employee of TCI or any Subsidiary thereof DoveBid (including the subsidiaries thereof) for the purpose or with the intent of enticing such employee away from or out of the employ of TCI DoveBid (including the subsidiaries thereof), provided that the Principal Shareholder shall be ------------- permitted to call upon and hire any shareholder of his or any Subsidiary thereofher immediate family; (iiic) call upon any Person person or entity which is, at that time, or which that has been, within the one-one (1) year prior to the Funding and Consummation Datethat time, a customer of TCI or any Subsidiary DoveBid (including the subsidiaries thereof, of the Company or of any of the Other Founding Companies within the Territory ) for the purpose of soliciting or selling products or services in direct competition with TCI within the TerritoryDoveBid; (ivd) call upon any prospective acquisition candidate, on any Stockholderthe Principal Shareholder's own behalf or on behalf of any competitor in the heavy-duty truck, trailer or bus components business or operation or any related services businessof DoveBid, which candidate, to the actual knowledge of such Stockholder after due inquiry, candidate was either called upon by TCI DoveBid or OWP (including the subsidiaries thereof) or for which DoveBid (or any Subsidiary thereof or for which, to the actual knowledge of such Stockholder after due inquiry, TCI or any Subsidiary thereof subsidiary thereof) made an acquisition analysis, for the purpose of acquiring such entity, provided that the Principal -------- Shareholder shall not be charged with a violation of this Section unless and until the Principal Shareholder shall have knowledge or notice that such prospective acquisition candidate was called upon, or that an acquisition analysis was made, for the purpose of acquiring such entity; or (ve) except on behalf in furtherance of TCI or any SubsidiaryDoveBid's business, disclose customers, whether in existence or proposed, of the Company DoveBid or OWP to any Personperson, firm, partnership, corporation or business for any reason or purpose whatsoever except excluding disclosure to the extent that the Company has in the past disclosed such information to the public for valid business reasonsDoveBid. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit any Stockholder Principal Shareholder from acquiring as a passive an investment not more than one percent (1%) of the capital stock of a competing any business whose stock is traded on a national securities exchange or over-the-countercounter market.

Prohibited Activities. Except as Each of Trustee, Unitholder and solely to the extent set forth on Schedule 13.1 hereto, the Stockholders ▇▇▇▇▇ will not, for a period of five (5) years following the Funding and Consummation Date, --------------------- for any reason whatsoever, directly or indirectly, for themselves itself or on behalf of or in conjunction with any other Person person, persons, company, partnership, corporation or Personsbusiness of whatever nature other than DoveBid or its subsidiaries (including Sub) or any of their affiliates: (ia) engage, as an officer, director, shareholder, owner, partner, joint venturer, or in a managerial capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, engage in any heavy-duty truckbusiness comprising or involving the buying and selling of assets, trailer and/or bus components business or operation or the auctioning of assets, valuing assets and related services business activities (including dealing in, and refurbishment of, assets) in direct competition with TCI DoveBid or its subsidiaries (including Sub) or any of the Subsidiaries thereof, within 100 miles of where the Company conducted business prior to the Funding and Consummation Date or within the one-year period prior to the Funding and Consummation Date (the "Territory")their affiliates; (iib) call upon any individual person who is, at that time, within the Territory, an employee of TCI DoveBid or any Subsidiary thereof Sub for the purpose or with the intent of enticing such employee away from or out of the employ of TCI DoveBid or its subsidiaries (including Sub) or any Subsidiary thereofof their affiliates; (iiic) call upon any Person person or entity which is, at that time, or which that has been, within the one-one (1) year prior to the Funding and Consummation Datethat time, a customer of TCI DoveBid or any Subsidiary thereof, of the Company or of any of the Other Founding Companies within the Territory its subsidiaries (including Sub) for the purpose of soliciting or selling products or offering services in direct competition connection with TCI within the Territorybuying and selling of assets, the auctioning of assets, valuing assets and related activities (including dealing in, and refurbishment of, assets); (ivd) call upon any prospective acquisition candidate, on any Stockholdersuch person's own behalf or on behalf of any competitor in the heavy-duty truck, trailer or bus components business or operation of DoveBid or any related services businessof its subsidiaries (including Sub) or any of their affiliates, which candidate, to the actual knowledge of such Stockholder after due inquiry, candidate was either called upon by TCI DoveBid or its subsidiaries (including Sub) or any Subsidiary thereof of their affiliates or for which, to the actual knowledge of such Stockholder after due inquiry, TCI which DoveBid or any Subsidiary thereof of its subsidiaries (including Sub) or any of their affiliates made an acquisition analysis, for the purpose of acquiring such entity, and such entity carries on a comprising or involving the buying and selling of assets, of the auctioning of assets, valuing assets and related activities (including dealing in, and refurbishment of, assets), provided, however, that Trustee and the Principals shall not be charged with a breach of this Section 9.1(d) unless and until such person, respectively, shall have knowledge or notice that such prospective acquisition candidate was called on, or that an acquisition analysis was made, for the purpose of acquiring such entity; or (ve) except on behalf in furtherance of TCI the business of DoveBid or its subsidiaries (including Sub) or any Subsidiaryof their affiliates, disclose customers, whether in existence or proposed, of the Company Sub or Trustee to any Personperson, firm, partnership, corporation or business for any reason or purpose whatsoever except excluding disclosure to the extent that the Company has in the past disclosed such information to the public for valid business reasonsDoveBid or its subsidiaries (including Sub) or any of their affiliates. Notwithstanding the above, the foregoing covenant covenants in this Section 9.1 shall not be deemed to prohibit any Stockholder Trustee, the Unitholder or ▇▇▇▇▇ from (in aggregate) acquiring as a passive an investment not more than one percent (1%) of the capital stock of a competing any business or entity whose stock is traded on a national securities exchange or over-the-countercounter market.

Prohibited Activities. Except as and solely to the extent set forth on Schedule 13.1 hereto, the Stockholders The STOCKHOLDERS will not, for a period of five three (53) years following the Funding and Consummation Date, for any reason whatsoever, directly or indirectly, for themselves or on behalf of or in conjunction with any other Person person, company, partnership, corporation or Personsbusiness of whatever nature: (i) engage, as an officer, director, shareholder, owner, partner, joint venturer, or in a managerial capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in any heavy-duty truck, trailer and/or bus components business or operation or related services business collectibles retailing and animation art marketing businesses in direct competition with TCI CEI or any of the Subsidiaries subsidiaries thereof, within the United States of America or within 100 miles of where the Company COMPANY or any of its subsidiaries or any of the Other Founding Companies conducted business prior to the Funding and Consummation Date or within effectiveness of the one-year period prior to the Funding and Consummation Date Merger (the "Territory")) ; (ii) call upon any individual person who is, at that time, within the Territory, an employee of TCI CEI (including the subsidiaries thereof) in a sales representative or any Subsidiary thereof managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of TCI CEI (including the subsidiaries thereof), provided that each STOCKHOLDER shall be permitted to call upon and hire any member of his or any Subsidiary thereofher immediate family; (iii) call upon any Person person or entity which is, at that time, or which has been, within the one-one (1) year prior to the Funding and Consummation Date, a customer of TCI or any Subsidiary CEI (including the subsidiaries thereof), of the Company COMPANY or of any of the Other Founding Companies within the Territory for the purpose of soliciting or selling products or services in direct competition with TCI CEI within the Territory; (iv) call upon any prospective acquisition candidate, on any StockholderSTOCKHOLDER's own behalf or on behalf of any competitor in the heavy-duty truck, trailer or bus components business or operation or any related services businesscollectibles retailing and animation art marketing businesses, which candidate, to the actual knowledge of such Stockholder STOCKHOLDER after due inquiry, was called upon by TCI or any Subsidiary thereof CEI (including the subsidiaries thereof) or for which, to the actual knowledge of such Stockholder STOCKHOLDER after due inquiry, TCI CEI (or any Subsidiary thereof subsidiary thereof) made an acquisition analysis, for the purpose of acquiring such entity; or (v) except on behalf of TCI or any Subsidiary, disclose customers, whether in existence or proposed, of the Company COMPANY to any Personperson, firm, partnership, corporation or business for any reason or purpose whatsoever except to the extent that the Company COMPANY has in the past disclosed such information to the public for valid business reasons. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit any Stockholder STOCKHOLDER from acquiring as a passive an investment not more than one two percent (12%) of the capital stock of a competing business whose stock is traded on a national securities exchange or over-the-counter.

Prohibited Activities. Except as Each of (i) the Shareholders, on behalf of --------------------- themselves and solely to their directors, officers, shareholders, owners, employees, successors and assigns, and (ii) the extent set forth on Schedule 13.1 hereto, the Stockholders Principals agree that they will not, for a period of five (5) years following the Funding and Consummation Date, for any reason whatsoever, directly or indirectly, for themselves or on behalf of or in conjunction with any other Person person, persons, company, partnership, corporation or Personsbusiness of whatever nature: (i) engage, engage directly or as an officer, director, shareholderstockholder, owner, partner, joint venturer, or in a managerial capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in any heavy-duty truckbusiness selling any products or services in competition with, trailer and/or bus components business or operation or related services business in direct competition with TCI or and which are substantially similar to, any of the Subsidiaries thereof, within 100 miles DoveBid Products and Services (as defined below) offered by DoveBid (including its subsidiaries) as of where the Company conducted business prior to the Funding and Consummation Date or within the one-year period prior to the Funding and Consummation Date (the "Territory")date of this Agreement; (ii) call upon any individual person who is, at that time, within the Territory, an employee of TCI or any Subsidiary thereof DoveBid (including the subsidiaries thereof) for the purpose or with the intent of enticing such employee away from or out of the employ of TCI or any Subsidiary DoveBid (including the subsidiaries thereof); (iii) call upon any Person person or entity which is, at that time, or which that has been, within the one-one year prior to that time, to the Funding and Consummation Dateknowledge of such Shareholder or such Principal, a customer of TCI or any Subsidiary DoveBid (including the subsidiaries thereof, of the Company or of any of the Other Founding Companies within the Territory ) for the purpose of soliciting or selling products or services in direct competition with TCI within the TerritoryDoveBid; (iv) call upon any prospective acquisition candidate, on any Stockholdera Shareholder's or Principal's own behalf or on behalf of any competitor in the heavy-duty truck, trailer or bus components business or operation or any related services businessof DoveBid, which candidate, to the actual knowledge of such Stockholder after due inquiry, candidate was either called upon by TCI DoveBid or the Company (including the subsidiaries thereof) or for which DoveBid (or any Subsidiary thereof or for which, to the actual knowledge of such Stockholder after due inquiry, TCI or any Subsidiary thereof subsidiary thereof) made an acquisition analysis, for the purpose of acquiring such entity, provided that any Shareholder and/or any Principal shall not be charged with a -------- violation of this Section 9.1(iv) unless and until a Principal shall have knowledge or notice that such prospective acquisition candidate was called upon, or that an acquisition analysis was made, for the purpose of acquiring such entity; or (v) except on behalf in furtherance of TCI or any SubsidiaryDoveBid's business, disclose customers, whether in existence or proposed, of DoveBid or the Company to any Personperson, firm, partnership, corporation or business for any reason or purpose whatsoever except excluding disclosure to the extent that the Company has in the past disclosed such information to the public for valid business reasons. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit any Stockholder from acquiring as a passive investment not more than one percent (1%) of the capital stock of a competing business whose stock is traded on a national securities exchange or over-the-counterDoveBid.

Prohibited Activities. Except as and solely to the extent set forth on Schedule 13.1 hereto, the The Stockholders will not, for a period of five (5) years following the Funding and Consummation Date, for any reason whatsoever, directly or indirectly, for themselves or on behalf of or in conjunction with any other Person person, persons, company, partnership, corporation or Personsbusiness of whatever nature: (i) except as disclosed in Section 13.1, engage, as an officer, director, shareholder, owner, partner, joint venturer, or in a managerial capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in any heavy-duty truck, trailer and/or bus components fastener business or operation or related services business in direct competition with TCI Pentacon or any of the Subsidiaries subsidiaries thereof, within 100 miles of where the Company or any of its subsidiaries conducted business prior to the Funding and Consummation Date or within effectiveness of the one-year period prior to the Funding and Consummation Date Merger (the "Territory"); (ii) except with the prior written consent of Pentacon, call upon any individual person who is, at that time, within the Territory, an employee of TCI Pentacon or any Subsidiary subsidiary thereof for the purpose or with the intent of enticing such employee away from or out of the employ of TCI Pentacon or any Subsidiary subsidiary thereof; (iii) call upon any Person person or entity which is, at that time, or which has been, within the one-one (1) year prior to the Funding and Consummation Date, a customer of TCI Pentacon or any Subsidiary subsidiary thereof, of the Company or of any of the Other Founding Companies within the Territory for the purpose of soliciting or selling products or services that are in direct competition with TCI Pentacon within the Territory; (iv) call upon any prospective acquisition candidate, on any Stockholder's own behalf or on behalf of any competitor in the heavy-duty truck, trailer or bus components business or operation or any related services fastener business, which candidate, to the actual knowledge of such Stockholder after due inquiry, was called upon by TCI Pentacon or any Subsidiary subsidiary thereof or for which, to the actual knowledge of such Stockholder after due inquiry, TCI Pentacon or any Subsidiary subsidiary thereof made an acquisition analysis, for the purpose of acquiring such entity; or (v) except on behalf of TCI or any Subsidiary, disclose customers, whether in existence or proposed, of the Company to any Personperson, firm, partnership, corporation or business for any reason or purpose whatsoever relating to the fastener business except to the extent that the Company has in the past disclosed such information to the public for valid business reasons. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit any Stockholder from acquiring as a passive investment not more than one percent (1%) of the capital stock of a competing business whose stock is traded on a national securities exchange or over-the-the counter.

Prohibited Activities. Except as and solely to the extent set forth Each Stockholder identified on Schedule 13.1 hereto10.01 (each a "Restricted Stockholder") and, in the Stockholders case of paragraphs (b) and (d) below of this Section 10.01, each Stockholder, severally agrees that he will not, for a not during the period beginning on the date hereof and ending on the third anniversary of five (5) years following the Funding and Consummation Date, for any reason whatsoeverdate hereof, directly or indirectly, for themselves any reason, for his own account or on behalf of or in conjunction together with any other Person or PersonsPerson: (ia) engage, engage as an officer, director, shareholder, director or in any other managerial capacity or as an owner, partner, joint venturer, co-owner or in a managerial capacityother investor of or in, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, any business engaged in any heavy-duty truck, trailer and/or bus components business or operation or related services business the Practice of Engineering in direct competition with TCI the Company, any Company Subsidiary or OEI or any Subsidiary of OEI (OEI and its Subsidiaries collectively being called "OEI" for purposes of this Article X) within any territory surrounding any office or facility (each a "facility") in which any of the Company or the Company Subsidiaries thereofwas engaged in business on the date hereof or immediately prior to the Effective Time (for purposes of this Article X, the territory surrounding a facility shall be: (i) the city, town or village in which the facility is located, (ii) the county or parish in which the facility is located, (iii) the counties or parishes contiguous to the county or parish in which the facility is located, and (iv) the area located within 100 miles of where the Company conducted business prior to the Funding and Consummation Date or within the one-year period prior to the Funding and Consummation Date (facility, all of such locations being herein collectively called the "TerritoryTERRITORY"); (iib) call upon on any individual natural Person who is at that time employed by the Company, any Company Subsidiary or OEI with the purpose or intent of attracting that person from the employ of the Company, any Company Subsidiary or OEI, provided that a Stockholder may call on and hire any of his Immediate Family Members; (c) call on any Person that at that time is, or at any time within one year prior to that timetime was, a customer of the Company, any Company Subsidiary or OEI within the Territory, an employee of TCI or any Subsidiary thereof for the purpose or with the intent of enticing such employee away from or out of the employ of TCI or any Subsidiary thereof; (iiii) call upon any Person which is, at that time, or which has been, within the one-year prior to the Funding and Consummation Date, a customer of TCI or any Subsidiary thereof, of the Company or of any of the Other Founding Companies within the Territory for the purpose of soliciting or selling products any product or services service in direct competition with TCI the Company, any Company Subsidiary or OEI within the Territory;Territory and (ii) with the knowledge of the customer relationship; or (ivd) call upon any prospective acquisition candidate, on any Stockholder's own behalf or on behalf of any competitor in OEI Acquisition Candidate, with the heavy-duty truck, trailer or bus components business or operation or any related services business, which candidate, to the actual knowledge of such Stockholder after due inquiry, was called upon by TCI or any Subsidiary thereof or for which, to the actual knowledge of such Stockholder after due inquiry, TCI or any Subsidiary thereof made that Person's status as an acquisition analysisOEI Acquisition Candidate, for the purpose of acquiring such entity; or (v) except on behalf that Person or arranging the acquisition of TCI or that Person by any Subsidiary, disclose customers, whether in existence or proposed, of the Company to any Person, for any reason or purpose whatsoever except to the extent that the Company has in the past disclosed such information to the public for valid business reasonsPerson other than OEI. Notwithstanding the aboveforegoing, the foregoing covenant shall not be deemed to prohibit any Restricted Stockholder from acquiring may own and hold as a passive investment not more than one percent (up to 1%) % of a class of the capital stock outstanding Capital Stock of a competing business whose stock Entity if that class of Capital Stock is traded on a national securities exchange or over-the-counterpublicly traded.

Prohibited Activities. Except as and solely to the extent set forth on Schedule 13.1 hereto, the Stockholders The Shareholders will not, for a period of five (5) years following the Funding and Consummation Date, for any reason --------------------- whatsoever, directly or indirectly, for themselves or on behalf of or in conjunction with any other Person person, persons, company, partnership, corporation or Persons:business of whatever nature other than DoveBid or its subsidiaries (including any Company): (ia) engage, engage directly or as an officer, director, shareholderstockholder, owner, partner, joint venturer, or in a managerial capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in any heavy-duty truck, trailer and/or bus components business selling any products or operation or related services business then in direct competition with TCI DoveBid or its subsidiaries (including any of the Subsidiaries thereof, within 100 miles of where the Company conducted business prior to the Funding and Consummation Date or within the one-year period prior to the Funding and Consummation Date (the "Territory"Company); (iib) call upon any individual person who is, at that time, within the Territory, an employee of TCI DoveBid or its subsidiaries (including any Subsidiary thereof Company) for the purpose or with the intent of enticing such employee away from or out of the employ of TCI DoveBid or its subsidiaries (including any Subsidiary thereofCompany); (iiic) call upon any Person person or entity which is, at that time, or which that has been, within the one-one (1) year prior to the Funding and Consummation Datethat time, a customer of TCI DoveBid or its subsidiaries (including any Subsidiary thereof, of the Company or of any of the Other Founding Companies within the Territory Company) for the purpose of soliciting or selling products or services in direct competition with TCI within the TerritoryDoveBid; (ivd) call upon any prospective acquisition candidate, on any Stockholder's the Shareholders' own behalf or on behalf of any competitor in the heavy-duty truck, trailer of DoveBid or bus components business or operation or its subsidiaries (including any related services businessCompany), which candidate, to the actual knowledge of such Stockholder after due inquiry, candidate was either called upon by TCI DoveBid or the Companies for which DoveBid or its subsidiaries (including any Subsidiary thereof or for which, to the actual knowledge of such Stockholder after due inquiry, TCI or any Subsidiary thereof Company) made an acquisition analysis, for the purpose of acquiring such entity, provided that, the Shareholders shall not be charged with a violation of this Section unless and until a Shareholder shall have knowledge or notice that such prospective acquisition candidate was called upon, or that an acquisition analysis was made, for the purpose of acquiring such entity; or (ve) except on behalf in furtherance of TCI DoveBid's or its subsidiaries' (including any SubsidiaryCompany's) business, disclose customers, whether in existence or proposed, of the Company DoveBid or its subsidiaries (including any Company) to any Personperson, firm, partnership, corporation or business for any reason or purpose whatsoever except excluding disclosure to the extent that the Company has in the past disclosed such information to the public for valid business reasonsDoveBid. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit any Stockholder the Shareholders from acquiring as a passive an investment not more than one percent (1%) of the share capital stock of a competing any business whose stock is traded on a national securities exchange or over-the-countercounter market.

Prohibited Activities. Except as and solely to the extent set forth on Schedule 13.1 hereto13.1, the Stockholders STOCKHOLDERS will not, for a period of five (5) years following the Funding and Consummation DateDate or, if the STOCKHOLDER becomes an employee or director of VESTCOM or one of its subsidiaries, for a period of one (1) year following the termination of such relationship as an employee or director of VESTCOM or its subsidiaries (whichever period is longer), for any reason whatsoever, directly or indirectly, for themselves or on behalf of or in conjunction with any other Person person, persons, company, partnership, corporation or Personsbusiness of whatever nature: (i) engage, as an officer, director, shareholder, owner, partner, joint venturer, or in a managerial capacity, whether as an employee, independent contractor, consultant or -76- 84 advisor, or as a sales representative, in any heavy-duty truck, trailer and/or bus components business selling any products or operation or related services business in direct competition with TCI VESTCOM or any of the Subsidiaries subsidiaries thereof, within 100 miles of where the Company conducted Surviving Corporation or VESTCOM or any of its subsidiaries conducts business prior to the Funding and Consummation Date or within the one-year period prior to the Funding and Consummation Date (the "Territory"); (ii) call upon any individual person who is, at that time, within the Territory, an employee of TCI or any Subsidiary thereof VESTCOM (including the subsidiaries thereof) in a managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of TCI VESTCOM (including the subsidiaries thereof), provided that any STOCKHOLDER shall be permitted to call upon and hire any member of his or any Subsidiary thereofher immediate family; (iii) call upon any Person person or entity which is, at that time, or which has been, within the one-year 18 months prior to the Funding and Consummation Datethat time, a customer of TCI or any Subsidiary VESTCOM (including the subsidiaries thereof, of the Company or of any of the Other Founding Companies ) within the Territory for the purpose of soliciting or selling products or services in direct competition with TCI VESTCOM within the Territory; (iv) call upon any prospective acquisition candidate, on any Stockholder's STOCKHOLDER'S own behalf or on behalf of any competitor in the heavybusiness of creating, distributing or archiving computer-duty truckgenerated documents, trailer or bus components business or operation or performing any related other services businessfor customers described in VESTCOM'S Registration Statement, which candidate, to the actual knowledge of such Stockholder after due inquiry, candidate was either called upon by TCI VESTCOM (including the subsidiaries thereof) or for which VESTCOM (or any Subsidiary thereof or for which, to the actual knowledge of such Stockholder after due inquiry, TCI or any Subsidiary thereof subsidiary thereof) made an acquisition analysis, for the purpose of acquiring such entity, provided that no STOCKHOLDER shall be charged with a violation of this section unless and until such STOCKHOLDER shall have knowledge or notice that such prospective acquisition candidate was called upon, or that an acquisition analysis was made, for the purpose of acquiring such entity; or (v) except on behalf of TCI or any Subsidiary, disclose customers, whether in existence or proposed, of the Company COMPANY (or the COMPANY'S Subsidiaries) to any Personperson, firm, partnership, corporation or business for any reason or purpose whatsoever except excluding disclosure to the extent that the Company has in the past disclosed such information to the public for valid business reasons. VESTCOM or any of Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit any Stockholder STOCKHOLDER from acquiring as a passive an investment not more than one two percent (12%) of the capital stock of a competing business whose stock is traded on a national securities exchange or over-the-counterpublicly traded. In determining whether any of the Prohibited Activities have occurred, such determination shall be made with respect to the business and locations of VESTCOM and NEWCO, including the subsidiaries of either thereof, subsequent to the Merger and the effectiveness of the Registration Statement.

Prohibited Activities. Except The Vendor acknowledges that he has developed relationships on behalf of and acquired proprietary and confidential information about the Company, including, but not limited to, its customers, vendors, prices, sales strategies and other information, some of which may be regarded and treated by the Company and the Purchaser as trade secrets. In order to protect the Company's and/or the Purchaser's critical interest in these relationships and solely to the extent set forth on Schedule 13.1 heretoinformation, the Stockholders Vendor covenants that he will not, for a period of five four (54) years following the Funding and Consummation Date, for any reason whatsoever, directly or indirectly, for themselves himself or on behalf of or in conjunction with any other Person person, persons, partnership, corporation, or Personsbusiness of whatever nature: (ia) engage, as an officer, director, shareholder, owner, partner, member, joint venturer, or in a managerial capacity, whether as an employee, independent contractor, consultant or advisoradviser, or as a sales representative, in any heavy-duty truck, trailer and/or bus components business or operation or related services business in direct competition with TCI or selling any of the Subsidiaries thereof, within 100 miles of where the Company conducted business prior to the Funding and Consummation Date or within the one-year period prior to the Funding and Consummation Date (the "Territory"); (ii) call upon any individual who is, at that time, within the Territory, an employee of TCI or any Subsidiary thereof for the purpose or with the intent of enticing such employee away from or out of the employ of TCI or any Subsidiary thereof; (iii) call upon any Person which is, at that time, or which has been, within the one-year prior to the Funding and Consummation Date, a customer of TCI or any Subsidiary thereof, of the Company or of any of the Other Founding Companies within the Territory for the purpose of soliciting or selling products or services in direct competition with TCI the Company, within 50 miles of any locations where the Company both has an office and conducts business ("Territory"). As used in this subsection, "competition" shall mean engaging, directly or indirectly, for himself or any other person or entity, in (i) any facet of the business of the Company in which the Vendor was engaged in prior to the Funding Date or (ii) any facet of the business of the Company about which the Vendor acquired proprietary or confidential information during the course of his ownership of the Shares; (b) hire or join with in a competitive business capacity, any employee of the Company within the Territory; (ivc) call upon solicit or accept business which competes with the business of the Company from any prospective acquisition candidateperson who is, on any Stockholder's own behalf the Funding Date, or on behalf of any competitor in the heavy-duty truckthat has been, trailer or bus components business or operation or any related services business, which candidate, within one (1) year prior to the actual knowledge Funding Date, a customer of such Stockholder after due inquiry, was called upon by TCI or any Subsidiary thereof or for which, to the actual knowledge of such Stockholder after due inquiry, TCI or any Subsidiary thereof made an acquisition analysis, for the purpose of acquiring such entityCompany; or (vd) except on behalf of TCI acquire or enter into any Subsidiaryagreement to acquire any prospective acquisition candidate that was, disclose customers, whether in existence or proposed, to the knowledge of the Vendor, either called upon by the Company as a prospective acquisition candidate or was the subject of an acquisition analysis by the Company within 3 years prior to any Personthe Funding Date. The Vendor, for any reason or purpose whatsoever except to the extent lacking the knowledge described in the preceding sentence, shall immediately cease all contact with such prospective acquisition candidate upon being informed that the Company has in the past disclosed had called upon such information to the public for valid business reasonscandidate or made an acquisition analysis thereof. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit any Stockholder the Vendor from acquiring as a passive an investment not more than one percent (1%) of the capital stock of a competing business whose stock is traded on a national securities exchange or over-over- the-counter.

Prohibited Activities. Except as Each Stockholder (other than ▇▇▇▇▇ --------------------- ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇ and solely to ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇) severally agrees that he will not during the extent set forth period beginning on Schedule 13.1 hereto, the Stockholders will not, for a period date hereof and ending on the second anniversary of five (5) years following the Funding and Consummation IPO Closing Date, for any reason whatsoever, directly or indirectly, for themselves any reason, for his own account or on behalf of or in conjunction together with any other Person or PersonsPerson: (ia) engage, engage as an officer, director, shareholder, director or in any other managerial capacity or as an owner, partner, joint venturer, co-owner or in a managerial capacityother investor of or in, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in any heavy-duty truck, trailer and/or bus components business or operation or related services business in direct the Staffing Industry in competition with TCI the Company, any Company Subsidiary or WORK or any Subsidiary of WORK (WORK and its Subsidiaries collectively being called "WORK" for purposes of this Article X) within any territory surrounding any office or facility (each a "facility") in which any of the Subsidiaries thereof, within 100 miles of where Company or the Company conducted Subsidiaries was engaged in business on the date hereof or immediately prior to the Funding and Consummation Date or Effective Time (for purposes of this Article X, the territory surrounding a facility shall be the area located within 50 miles of the one-year period prior to the Funding and Consummation Date (facility, all of such locations being herein collectively called the "Territory"); (iib) call upon on any individual natural Person who is at that time employed by the Company, any Company Subsidiary or WORK with the purpose or intent of attracting that person from the employ of the Company, any Company Subsidiary or WORK, provided that a Stockholder may call on and hire any of his Immediate Family Members; (c) call on any Person that at that time is, or at any time within one year prior to that timetime was, a customer of the Company, any Company Subsidiary or WORK within the Territory, an employee of TCI or any Subsidiary thereof for the purpose or with the intent of enticing such employee away from or out of the employ of TCI or any Subsidiary thereof; (iiii) call upon any Person which is, at that time, or which has been, within the one-year prior to the Funding and Consummation Date, a customer of TCI or any Subsidiary thereof, of the Company or of any of the Other Founding Companies within the Territory for the purpose of soliciting or selling products any product or services service in direct competition with TCI the Company, any Company Subsidiary or WORK within the Territory;Territory and (ii) with the knowledge of the customer relationship; or (ivd) call upon any prospective acquisition candidate, on any Stockholder's own behalf or on behalf of any competitor in WORK Acquisition Candidate, with the heavy-duty truck, trailer or bus components business or operation or any related services business, which candidate, to the actual knowledge of such Stockholder after due inquiry, was called upon by TCI or any Subsidiary thereof or for which, to the actual knowledge of such Stockholder after due inquiry, TCI or any Subsidiary thereof made an acquisition analysisthat Person's status as a WORK Acquisition Candidate, for the purpose of acquiring such entity; or (v) except on behalf that Person or arranging the acquisition of TCI or that Person by any Subsidiary, disclose customers, whether in existence or proposed, of the Company to any Person, for any reason or purpose whatsoever except to the extent that the Company has in the past disclosed such information to the public for valid business reasonsPerson other than WORK. Notwithstanding the aboveforegoing, the foregoing covenant shall not be deemed to prohibit any Stockholder from acquiring may own and hold as a passive investment not more than one percent (up to 1%) % of a class of the capital stock outstanding Capital Stock of a competing business whose stock Entity if that class of Capital Stock is traded on a national securities exchange or over-the-counterpublicly traded.

Prohibited Activities. Except as and solely to the extent set forth on Schedule 13.1 hereto, the Stockholders The Owner agrees that he will not, for a during the period beginning on the date hereof and ending on the fifth anniversary of five (5) years following the Funding and Consummation Date, for any reason whatsoeverdate hereof, directly or indirectly, for themselves any reason, for his own account or on behalf of or in conjunction together with any other Person or PersonsPerson: (ia) engage, engage as an officer, director, shareholder, director or in any other managerial capacity or as an owner, partner, joint venturer, co-owner or in a managerial capacityother investor of or in, whether as an employee, independent contractor, consultant or advisor, or as a sales representativerepresentative or distributor of any kind, in any heavy-duty truck, trailer and/or bus components business selling any products or operation or related providing any services business in direct competition with TCI the Business or Apple or any Subsidiary of the Apple (Apple and its Subsidiaries thereof, collectively being "Apple" for purposes of this Article X) within 100 a radius of 25 miles of where each location in which the Company conducted Owner was engaged in business on the date hereof or immediately prior to the Funding and Consummation Date or within the one-year period prior to the Funding and Consummation IPO Closing Date (those locations collectively being the "Territory"); (iib) call upon on any individual natural person who is at that time employed by Apple with the purpose or intent of attracting that person from the employ of Apple, provided that the Owner may call on and hire any of his Immediate Family Members; (c) call on any Person that at that time is, or at any time within one year prior to that timetime was, a customer of the Owner or Apple within the Territory, an employee of TCI or any Subsidiary thereof for the purpose or with the intent of enticing such employee away from or out of the employ of TCI or any Subsidiary thereof; (iiii) call upon any Person which is, at that time, or which has been, within the one-year prior to the Funding and Consummation Date, a customer of TCI or any Subsidiary thereof, of the Company or of any of the Other Founding Companies within the Territory for the purpose of soliciting or selling products any product or services service in direct competition with TCI Apple within the Territory;Territory and (ii) with the knowledge of that customer relationship; or (ivd) call upon any prospective acquisition candidate, on any Stockholder's own behalf or on behalf of any competitor in Apple Acquisition Candidate, with the heavy-duty truck, trailer or bus components business or operation or any related services business, which candidate, to the actual knowledge of such Stockholder after due inquiry, was called upon by TCI or any Subsidiary thereof or for which, to the actual knowledge of such Stockholder after due inquiry, TCI or any Subsidiary thereof made that Person's status as an acquisition analysisApple Acquisition Candidate, for the purpose of acquiring such entity; or (v) except on behalf that Person or arranging the acquisition of TCI or that Person by any Subsidiary, disclose customers, whether in existence or proposed, of the Company to any Person, for any reason or purpose whatsoever except to the extent that the Company has in the past disclosed such information to the public for valid business reasonsPerson other than Apple. Notwithstanding the aboveforegoing, the foregoing covenant shall not be deemed to prohibit any Stockholder from acquiring Owner may own and hold as a passive investment not more than one percent (up to 1%) % of the capital stock outstanding Capital Stock of a competing business whose stock Entity if that class of Capital Stock is traded listed on a national securities exchange the New York Stock Exchange or over-the-counterincluded in the Nasdaq National Market. For purposes hereof and the respective Tax reporting positions of the parties hereto, each party hereto agrees that the percentage of the cash portion of the Acquisition Consideration to be received by the Owner pursuant to Section 2.04 which equals 1% of the Transaction Value will represent, and be received as, consideration for the Owner's agreement to observe the covenants in this Section 10.01.

Prohibited Activities. Except as and solely to the extent set forth on Schedule 13.1 hereto13.1, the Stockholders STOCKHOLDERS will not, for a period of five (5) years following the Funding and Consummation DateDate or, if the STOCKHOLDER becomes an employee or director of VESTCOM or one of its subsidiaries, for a period of one (1) year following the termination of such relationship as an employee or director of VESTCOM or its subsidiaries (whichever period is longer), for any reason whatsoever, directly or indirectly, for themselves or on behalf of or in conjunction with any other Person person, persons, company, partnership, corporation or Personsbusiness of whatever nature: (i) engage, as an officer, director, shareholder, owner, partner, joint venturer, or in a managerial capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in any heavy-duty truck, trailer and/or bus components business selling any products or operation or related services business in direct competition with TCI VESTCOM or any of the Subsidiaries subsidiaries thereof, within 100 miles of where the Company conducted Surviving Corporation or VESTCOM or any of its subsidiaries conducts business prior to the Funding and Consummation Date or within the one-year period prior to the Funding and Consummation Date (the "Territory"); (ii) call upon any individual person who is, at that time, within the Territory, an employee of TCI or any Subsidiary thereof VESTCOM (including the subsidiaries thereof) in a managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of TCI VESTCOM (including the subsidiaries thereof), provided that any STOCKHOLDER shall be permitted to call upon and hire any member of his or any Subsidiary thereofher immediate family; (iii) call upon any Person person or entity which is, at that time, or which has been, within the one-year 18 months prior to the Funding and Consummation Datethat time, a customer of TCI or any Subsidiary VESTCOM (including the subsidiaries thereof, of the Company or of any of the Other Founding Companies ) within the Territory for the purpose of soliciting or selling products or services in direct competition with TCI VESTCOM within the Territory; (iv) call upon any prospective acquisition candidate, on any Stockholder's STOCKHOLDER'S own behalf or on behalf of any competitor in the heavybusiness of creating, distributing or archiving computer-duty truckgenerated documents, trailer or bus components business or operation or performing any related other services businessfor customers described in VESTCOM'S Registration Statement, which candidate, to the actual knowledge of such Stockholder after due inquiry, candidate was either called upon by TCI or any Subsidiary thereof or for which, to the actual knowledge of such Stockholder after due inquiry, TCI or any Subsidiary thereof made an acquisition analysis, for the purpose of acquiring such entity; orupon (v) except on behalf of TCI or any Subsidiary, disclose customers, whether in existence or proposed, of the Company COMPANY (or the COMPANY'S Subsidiaries) to any Personperson, firm, partnership, corporation or business for any reason or purpose whatsoever except excluding disclosure to VESTCOM or any of VESTCOM'S Subsidiaries (all of the extent that foregoing collectively referred to as the Company has in the past disclosed such information to the public for valid business reasons"Prohibited Activities"). Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit any Stockholder STOCKHOLDER from acquiring as a passive an investment not more than one two percent (12%) of the capital stock of a competing business whose stock is traded on a national securities exchange or over-the-counterpublicly traded. In determining whether any of the Prohibited Activities have occurred, such determination shall be made with respect to the business and locations of VESTCOM and NEWCO, including the subsidiaries of either thereof, subsequent to the Merger and the effectiveness of the Registration Statement.

Prohibited Activities. Except as and solely to the extent set forth on Schedule 13.1 hereto, the Stockholders The Stockholder will not, for a period of five (5) years following the Funding and Consummation Date, for any reason whatsoever, directly or indirectly, for themselves or on behalf of or in conjunction with any other Person person, persons, company, partnership, corporation or Personsbusiness of whatever nature: (i) except as disclosed in Schedule 13.1, engage, as an officer, director, shareholder, owner, partner, joint venturer, or in a managerial capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in any heavy-duty truck, trailer and/or bus components fastener business or operation or related services business in direct competition with TCI Pentacon or any of the Subsidiaries subsidiaries thereof, within 100 miles of where the Company or any of its subsidiaries conducted business prior to the Funding and Consummation Date or within effectiveness of the one-year period prior to the Funding and Consummation Date Merger (the "Territory"); (ii) except with the prior written consent of Pentacon, call upon any individual person who is, at that time, within the Territory, an employee of TCI Pentacon or any Subsidiary subsidiary thereof for the purpose or with the intent of enticing such employee away from or out of the employ of TCI Pentacon or any Subsidiary subsidiary thereof; (iii) call upon any Person person or entity which is, at that time, or which has been, within the one-one (1) year prior to the Funding and Consummation Date, a customer of TCI Pentacon or any Subsidiary subsidiary thereof, of the Company or of any of the Other Founding Companies within the Territory for the purpose of soliciting or selling products or services that are in direct competition with TCI Pentacon within the Territory; (iv) call upon any prospective acquisition candidate, on any Stockholder's own behalf or on behalf of any competitor in the heavy-duty truck, trailer or bus components business or operation or any related services fastener business, which candidate, to the actual knowledge of such Stockholder after due inquiry, was called upon by TCI Pentacon or any Subsidiary subsidiary thereof or for which, to the actual knowledge of such Stockholder after due inquiry, TCI Pentacon or any Subsidiary subsidiary thereof made an acquisition analysis, for the purpose of acquiring such entity; or (v) except on behalf of TCI or any Subsidiary, disclose customers, whether in existence or proposed, of the Company to any Personperson, firm, partnership, corporation or business for any reason or purpose whatsoever relating to the fastener business except to the extent that the Company has in the past disclosed such information to the public for valid business reasons. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit any Stockholder from acquiring as a passive investment not more than one percent (1%) of the capital stock of a competing business whose stock is traded on a national securities exchange or over-the-the counter.

Prohibited Activities. Except as Each of (i) Shareholder, on behalf of itself --------------------- and solely to the extent set forth on Schedule 13.1 heretoits directors, the Stockholders officers, shareholders, owners, employees, successors and assigns, and (ii) ▇. ▇▇▇▇▇▇▇ agrees that they will not, for a period of five (5) years following the Funding and Consummation Date, for any reason whatsoever, directly or indirectly, for themselves or on behalf of or in conjunction with any other Person person, persons, company, partnership, corporation or Personsbusiness of whatever nature: (i) engage, engage directly or as an officer, director, shareholderstockholder, owner, partner, joint venturer, or in a managerial capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in any heavy-duty truck, trailer and/or bus components business selling any products or operation or related services business then in direct competition with TCI or any of the Subsidiaries thereof, within 100 miles of where the Company conducted business prior to the Funding and Consummation Date or within the one-year period prior to the Funding and Consummation Date DoveBid (the "Territory"including its subsidiaries); (ii) call upon any individual person who is, at that time, within the Territory, an employee of TCI or any Subsidiary thereof DoveBid (including the subsidiaries thereof) for the purpose or with the intent of enticing such employee away from or out of the employ of TCI or any Subsidiary DoveBid (including the subsidiaries thereof); (iii) call upon any Person person or entity which is, at that time, or which that has been, within the one-one year prior to the Funding and Consummation Datethat time, a customer of TCI or any Subsidiary DoveBid (including the subsidiaries thereof, of the Company or of any of the Other Founding Companies within the Territory ) for the purpose of soliciting or selling products or services in direct competition with TCI within the TerritoryDoveBid; (iv) call upon any prospective acquisition candidate, on any StockholderShareholder's or ▇▇▇▇▇▇▇'▇ own behalf or on behalf of any competitor in the heavy-duty truck, trailer or bus components business or operation or any related services businessof DoveBid, which candidate, to the actual knowledge of such Stockholder after due inquiry, candidate was either called upon by TCI DoveBid or the Company (including the subsidiaries thereof) or for which DoveBid (or any Subsidiary thereof or for which, to the actual knowledge of such Stockholder after due inquiry, TCI or any Subsidiary thereof subsidiary thereof) made an acquisition analysis, for the purpose of acquiring such entity, provided that -------- Shareholder and/or ▇. ▇▇▇▇▇▇▇ shall not be charged with a violation of this Section 7.1(iv) unless and until ▇. ▇▇▇▇▇▇▇ shall have knowledge or notice that such prospective acquisition candidate was called upon, or that an acquisition analysis was made, for the purpose of acquiring such entity; or (v) except on behalf in furtherance of TCI or any SubsidiaryDoveBid's business, disclose customers, whether in existence or proposed, of DoveBid or the Company to any Personperson, firm, partnership, corporation or business for any reason or purpose whatsoever except excluding disclosure to the extent that the Company has in the past disclosed such information to the public for valid business reasonsDoveBid. Notwithstanding the above, the foregoing covenant shall not be deemed (A) apply to prohibit any Stockholder from acquiring the business operations, as currently conducted, of Dubied S.A., a Swiss corporation owned by Shareholder, or the business operations, as currently conducted, of Mondiale, or to ▇. ▇▇▇▇▇▇▇'▇ position as a passive investment director and/or officer of such entities, or (B) prohibit Shareholder or ▇▇▇▇▇▇▇ from acquiring, as an investment, not more than one percent (1%) of the capital stock of a competing any business to which the foregoing prohibition would apply and whose stock is traded on a national securities exchange or over-the-countercounter market.

Prohibited Activities. Except as As partial consideration for the execution, delivery and solely to the extent set forth on Schedule 13.1 heretoperformance of this Agreement by LandCARE, the Stockholders Stockholder will not, for a period of five (5) years following the Funding and Consummation Closing Date, for any reason whatsoever, directly or indirectly, for themselves himself or on behalf of or in conjunction with any other Person person, persons, company, partnership, corporation or Personsbusiness of whatever nature: (i) own, manage, operate, join, control, consult or advise (whether or not compensated for such consultation or advice), or participate in, or render assistance to, or derive any benefit whatever from, any business offering services or products in direct competition with the Surviving Corporation within 200 miles of where the Company conducted business at any time within one year prior to the Closing Date (the "Territory"); (ii) engage, as an officer, director, shareholder, owner, partner, joint venturer, or in a sales or managerial capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in any heavy-duty truck, trailer and/or bus components business offering services or operation or related services business products in direct competition with TCI the Surviving Corporation or any of the Subsidiaries thereof, within 100 miles of where the Company conducted business prior to the Funding and Consummation Date or LandCARE within the one-year period prior to the Funding and Consummation Date (the "Territory"); (iiiii) call upon any individual person who is, at that time, within the Territory, an employee of TCI LandCARE or any Subsidiary thereof of its subsidiaries (including the Surviving Corporation) for the purpose or with the intent of enticing such employee away from or out of the employ of TCI LandCARE or any Subsidiary thereofof its subsidiaries (including the Surviving Corporation); (iiiiv) call upon any Person person or entity which is, at that time, or which has been, within the one-one year prior to the Funding and Consummation Closing Date, a customer of TCI or any Subsidiary thereofLandCARE, of the Company or of any of LandCARE's subsidiaries (including the Other Founding Companies within the Territory Surviving Corporation) for the purpose of soliciting or selling products or services in direct competition with TCI LandCARE or any of its subsidiaries (including the Company) within the Territory; (iv) call upon any prospective acquisition candidate, on any Stockholder's own behalf or on behalf of any competitor in the heavy-duty truck, trailer or bus components business or operation or any related services business, which candidate, to the actual knowledge of such Stockholder after due inquiry, was called upon by TCI or any Subsidiary thereof or for which, to the actual knowledge of such Stockholder after due inquiry, TCI or any Subsidiary thereof made an acquisition analysis, for the purpose of acquiring such entity; or (v) except on behalf of TCI or any Subsidiary, disclose customers, whether in existence or proposed, of the Company to any Person, for any reason or purpose whatsoever except to the extent that the Company has in the past disclosed such information to the public for valid business reasons. Notwithstanding the above, the foregoing covenant covenants shall not be deemed to prohibit any the Stockholder from (i) acquiring as a passive investment investor with no involvement in the operations or management of the business, not more than one percent (1%) of the capital stock of a competing business whose stock is publicly traded on a national securities exchange or over-the-countercounter market. The provisions of this Section are independent of the noncompetition provisions contained in any consulting or employment agreement to which the Stockholder may be or may become a party in connection with the transactions contemplated hereby. All such provisions are intended to be observed and enforced in accordance with their terms.

Prohibited Activities. Except as and solely to the extent set forth on Schedule 13.1 hereto, the Stockholders The Shareholder will not, for a --------------------- period of five four (54) years following the Funding and Consummation Closing Date, for any reason whatsoever, directly or indirectly, for themselves himself, herself or on behalf of or in conjunction with any other Person person, persons, company, partnership, corporation or Personsbusiness of whatever nature: (ia) engage, as an officer, director, shareholderstockholder, owner, partner, member, joint venturer, or in a managerial capacity, whether as an employee, independent contractor, consultant or advisoradviser, or as a sales representative, in any heavy-duty truck, trailer and/or bus components business selling any products or operation or related services business in direct competition with TCI or any NII, within one hundred (100) miles of anywhere where NII conducts business, as of the Subsidiaries thereof, within 100 miles of where the Company conducted business prior to the Funding and Consummation Date or within the one-year period prior to the Funding and Consummation Closing Date (the "Territory"); (iib) call upon any individual person who is, at that time, within the Territory, an employee of TCI or any Subsidiary thereof NII in a managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of TCI or any Subsidiary thereofNII; (iiic) call upon any Person which person who is or entity that is, at that time, or which that has been, within the one-one year prior to the Funding and Consummation Datethat time, a customer of TCI or any Subsidiary thereof, of the Company or of any of the Other Founding Companies NII within the Territory for the purpose of soliciting or selling products or services in direct competition with TCI NII within the Territory;; or (ivd) call upon any prospective acquisition candidate, on any Stockholder's own behalf or on behalf of any competitor in the heavy-duty truck, trailer or bus components business or operation or any related services business, which candidatecandidate that was, to the actual knowledge of such Stockholder after due inquirythe Shareholder, was either called upon by TCI NII as a prospective acquisition candidate or any Subsidiary thereof or for whichwas the subject of an acquisition analysis by NII, in either event within the preceding eighteen (18) months. The Shareholder, to the actual extent lacking the knowledge of described in the preceding sentence, shall immediately cease all contact with such Stockholder after due inquiry, TCI prospective acquisition candidate upon being informed that NII had called upon such candidate or any Subsidiary thereof made an acquisition analysis, for analysis thereof within the purpose of acquiring such entity; or preceding eighteen (v18) except on behalf of TCI or any Subsidiary, disclose customers, whether in existence or proposed, of the Company to any Person, for any reason or purpose whatsoever except to the extent that the Company has in the past disclosed such information to the public for valid business reasonsmonths. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit any Stockholder the Shareholder from acquiring as a passive an investment not more than one two percent (12%) of the capital stock of a competing business whose stock is traded on a national securities exchange or over-over- the-counter. For purposes of this Article 9, the term "NII" includes all subsidiaries of NII (including without limitation the Company and any companies NII has resolved to acquire of which the Shareholder is aware).

Prohibited Activities. Except as As partial consideration for the execution, delivery and solely to the extent set forth on Schedule 13.1 heretoperformance of this Agreement by LandCARE, the Stockholders Stockholder will not, for a period of five (5) years following the Funding and Consummation Closing Date, for any reason whatsoever, directly or indirectly, for themselves himself or on behalf of or in conjunction with any other Person person, persons, company, partnership, corporation or Personsbusiness of whatever nature: (i) own, manage, operate, join, control, consult or advise (whether or not compensated for such consultation or advice), or participate in, or render assistance to, or derive any benefit whatever from, any business offering services or products in direct competition with the Surviving Corporation within 100 miles of where the Company conducted business at any time within one year prior to the Closing Date (the "Territory"); (ii) engage, as an officer, director, shareholder, owner, partner, joint venturer, or in a sales or managerial capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in any heavy-duty truck, trailer and/or bus components business offering services or operation or related services business products in direct competition with TCI the Surviving Corporation or any of the Subsidiaries thereof, within 100 miles of where the Company conducted business prior to the Funding and Consummation Date or LandCARE within the one-year period prior to the Funding and Consummation Date (the "Territory"); (iiiii) call upon any individual person who is, at that time, within the Territory, an employee of TCI LandCARE or any Subsidiary thereof of its subsidiaries (including the Surviving Corporation) for the purpose or with the intent of enticing such employee away from or out of the employ of TCI LandCARE or any Subsidiary thereofof its subsidiaries (including the Surviving Corporation); (iiiiv) call upon any Person person or entity which is, at that time, or which has been, within the one-one year prior to the Funding and Consummation Closing Date, a customer of TCI or any Subsidiary thereofLandCARE, of the Company or of any of LandCARE's subsidiaries (including the Other Founding Companies within the Territory Surviving Corporation) for the purpose of soliciting or selling products or services in direct competition with TCI LandCARE or any of its subsidiaries (including the Company) within the Territory; (iv) call upon any prospective acquisition candidate, on any Stockholder's own behalf or on behalf of any competitor in the heavy-duty truck, trailer or bus components business or operation or any related services business, which candidate, to the actual knowledge of such Stockholder after due inquiry, was called upon by TCI or any Subsidiary thereof or for which, to the actual knowledge of such Stockholder after due inquiry, TCI or any Subsidiary thereof made an acquisition analysis, for the purpose of acquiring such entity; or (v) except on behalf of TCI or any Subsidiary, disclose customers, whether in existence or proposed, of the Company to any Person, for any reason or purpose whatsoever except to the extent that the Company has in the past disclosed such information to the public for valid business reasons. Notwithstanding the above, the foregoing covenant covenants shall not be deemed to prohibit any the Stockholder from (a) assisting her husband Walt Weaver with his existing landscape architecture business, (b) entering the retail plant and tree nursery business after her employment with the Surviving Corporation and any other LandCARE affiliates ends, or (c) acquiring as a passive investment investor with no involvement in the operations or management of the business, not more than one percent (1%) of the capital stock of a competing business whose stock is publicly traded on a national securities exchange or over-the-countercounter market. The provisions of this Section are independent of the noncompetition provisions contained in any consulting or employment agreement to which the Stockholder may be or may become a party in connection with the transactions contemplated hereby. All such provisions are intended to be observed and enforced in accordance with their terms.

Prohibited Activities. Except as and solely to the extent set forth on Schedule 13.1 hereto, the The Stockholders will not, agree that for a period of five (5) two years following the Funding and Consummation Merger Effective Date, for any reason whatsoeverthey shall not, directly or indirectly, for themselves or except on behalf of USFloral or in conjunction with any other Person or Personssubsidiary of USFloral: (ia) except as otherwise provided in this Section 11, engage, as an officer, director, shareholder, owner, partner, joint venturer, or in a managerial capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in any heavy-duty truck, trailer and/or bus components business selling any products or operation or related services business in direct competition with TCI the Surviving Corporation or USFloral, including without limitation the importing, brokerage, manufacture, assembly, packaging, distribution, shipping or marketing of floral products (including, without limitation, hardgoods), or any business engaging in the consolidation of the Subsidiaries thereof, within 100 miles of where the Company conducted business prior to the Funding and Consummation Date or floral industry within the one-year period prior to the Funding and Consummation Date United States of America (the "Territory"); (iib) call upon any individual person who is, at that time, within the Territory, an employee of TCI USFloral or any Subsidiary thereof subsidiary of USFloral in a managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of TCI USFloral or any Subsidiary thereofsuch subsidiary; (iiic) call upon any Person person or entity which is, at that time, or which has been, within the one-one year prior to the Funding and Consummation Datethat time, a customer of TCI USFloral or any Subsidiary thereofsubsidiaries of USFloral, of the Company or of any of the Other Founding Companies within the Territory for the purpose of soliciting or selling floral products or services in direct competition with TCI within the Territory; (ivd) call upon any prospective acquisition candidate, on any Stockholder's their own behalf or on behalf of any competitor in the heavy-duty truck, trailer or bus components business or operation or any related services businesscompetitor, which candidate, to the actual knowledge of such Stockholder after due inquiry, candidate was either called upon by TCI or any Subsidiary thereof of them or for which, to the actual knowledge which any of such Stockholder after due inquiry, TCI or any Subsidiary thereof them made an acquisition analysisanalysis for themselves or USFloral or any subsidiaries of USFloral, for the purpose of acquiring such entityCompany; or (ve) except on behalf of TCI or any Subsidiary, disclose customers, whether in existence or proposed, of the Company to any Personperson, firm, partnership, corporation or business for any reason or purpose whatsoever except to the extent that the Company has in the past disclosed such information to the public for valid business reasonswhatsoever. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit any Stockholder Stockholders from (i) acquiring as a passive an investment not more than one percent (1%) of the capital stock of a competing business business, whose stock is traded on a national securities exchange or in the over-the-countercounter market, (ii) engaging in any activity to which USFloral shall have provided its prior written consent or (iii) owning or engaging in any business, acting in any capacity for, or otherwise operating Flying High Venture, Floraltech, Inc., Day One Fresh, LLC, Cultivitos Miramonte and its subsidiaries, C.I. Colombiana De Bouquets or Agropecuaria Pamputik, S.A. and its subsidiaries. The Stockholders, however may not maintain any interest in Flying High Venture, Floraltech, Inc., Day One Fresh, LLC, if any such company is in direct competition with the Company in the importation of flowers into the United States for distribution to supermarkets, convenience stores and mass market retailers.

Prohibited Activities. Except as For the period commencing with the Closing and solely to ending on the extent set forth on Schedule 13.1 heretofourth (4th) anniversary of the Closing Date, the Stockholders will each Seller shall not, for a period of five (5) years following the Funding and Consummation Date, for any reason whatsoever, directly or indirectly, for themselves himself, or on behalf of or in conjunction with any other Person or PersonsPerson: (ia) engage, engage as an officer, director, shareholdera stockholder, owner, partner, joint venturer, or in a managerial capacity, whether as an a director, officer, employee, independent contractor, consultant or advisor, in any business selling any products or services in direct or indirect competition with the business of the Company as currently conducted or as a sales representativeproposed to be conducted as of the Closing Date; provided, in any heavy-duty truckhowever, trailer and/or bus components business or operation or related services business in direct competition with TCI or that neither of the Sellers nor any of their respective Affiliates shall be precluded from the Subsidiaries thereof, within 100 miles ownership of where securities of corporations that are listed on a national securities exchange or traded in the Company conducted business prior to national over-the-counter market in an aggregate amount that shall not exceed five percent (5%) of the Funding and Consummation Date outstanding shares of any such corporation or within the one-year period prior to the Funding and Consummation Date (the "Territory")entity; (iib) employ, or call upon any individual who is, at that time, within the Territory, an employee of TCI or any Subsidiary thereof for the purpose or with the intent of enticing such employee or soliciting away from or out of the employ of TCI the Buyer, the Company or any Subsidiary thereof; (iii) call upon of the Buyer’s Affiliates, any Person which is, person who is at that time, or which has been, was within the one-year six (6) months prior to that time, an employee of the Funding and Consummation DateBuyer, a customer of TCI the Company or any Subsidiary thereofof the Buyer’s Affiliates; (c) other than on behalf of the Buyer or its Affiliates, sell products or services in direct or indirect competition with the business of the Company or of any as currently conducted and as proposed to be conducted as of the Other Founding Companies within the Territory Closing Date to, or call upon for the purpose of soliciting or selling products or services in direct or indirect competition with TCI the business of the Company as currently conducted and as proposed to be conducted as of the Closing Date to, any Person who is at that time, or has been within one (1) year prior to that time, a customer or prospective customer of the Territory; (iv) call upon any prospective acquisition candidateBuyer, on any Stockholder's own behalf or on behalf of any competitor in the heavy-duty truck, trailer or bus components business or operation Company or any related services business, which candidate, to of the actual knowledge of such Stockholder after due inquiry, was called upon by TCI or any Subsidiary thereof or for which, to the actual knowledge of such Stockholder after due inquiry, TCI or any Subsidiary thereof made an acquisition analysis, for the purpose of acquiring such entityBuyer’s Affiliates; or (vd) except on behalf without in any manner limiting the ability of TCI such Seller to exercise any and all rights, benefits and privileges under this Agreement and the additional agreements contemplated hereby, publish any statement or make any statement (under any circumstances reasonably likely to become public) critical of the Buyer, the Company or any Subsidiary, disclose customers, whether in existence or proposed, of the Buyer’s Affiliates, or in any way adversely affecting or otherwise maligning the reputation of the Buyer, the Company to or any Person, for any reason or purpose whatsoever except to of the extent Buyer’s Affiliates. The Parties intend that the Company has covenants contained in the past disclosed such information to the public for valid business reasons. Notwithstanding the above, the foregoing covenant this Section 10.1 shall not be deemed to prohibit any Stockholder from acquiring as be a passive investment not more than series of separate covenants, one percent (1%) for each county in each state of the capital stock of a competing business whose stock is traded on a national securities exchange or over-the-counterUnited States and, except for geographic coverage, each such separate covenant shall be identical in terms to the covenant contained in this Section 10.1.

Prohibited Activities. Except as and solely to the extent set forth on Schedule 13.1 hereto, the Stockholders The STOCKHOLDER will not, for a period of five four (54) years following the Funding and Consummation Closing Date, for any reason whatsoever, directly or indirectly, for themselves themself or on behalf of or in conjunction with any other Person person, company, partnership, corporation or Persons:business of whatever nature; (ia) engage, as an officer, director, shareholder, owner, partner, joint venturer, or in a managerial capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in any heavy-duty truck, trailer and/or bus components business selling any products or operation or related services business in direct competition with TCI CTS or any of the Subsidiaries subsidiaries thereof, within 100 miles of where the Company COMPANY or any of its subsidiaries or any of the Other Founding Companies conducted business prior to the Funding and Consummation Date or within effectiveness of the one-year period prior to the Funding and Consummation Date Merger (the "Territory"); (iib) call upon any individual person who is, at that time, within the Territory, an employee of TCI CTS (including the subsidiaries thereof) in a sales representative or any Subsidiary thereof managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of TCI CTS (including the subsidiaries thereof), provided that the STOCKHOLDER shall be permitted to call upon and hire any member of his or any Subsidiary thereofher immediate family; (iiic) call upon any Person person or entity which is, at that time, or which has been, within the one-one (1) year prior to the Funding and Consummation Closing Date, a customer of TCI or any Subsidiary CTS (including the subsidiaries thereof), of the Company COMPANY or of any of the Other Founding Companies within the Territory for the purpose of soliciting or selling products or services in direct competition with TCI CTS within the Territory; (ivd) call upon any prospective acquisition candidate, on any Stockholderthe STOCKHOLDER's own behalf or on behalf of any competitor in similar or incidental businesses or activities described in the heavy-duty truck, trailer or bus components business or operation or any related services businessRegistration Statement, which candidate, to the actual knowledge of such Stockholder the STOCKHOLDER after due inquiry, was called upon by TCI or any Subsidiary thereof CTS (including the subsidiaries thereof) or for which, to the actual knowledge of such Stockholder the STOCKHOLDER after due inquiry, TCI CTS (or any Subsidiary thereof subsidiary thereof) made an acquisition analysis, for the purpose of acquiring such entity; or (ve) except on behalf of TCI or any Subsidiary, disclose customers, whether in existence or proposed, of the Company COMPANY to any Personperson, firm, partnership, corporation or business for any reason or purpose whatsoever except to the extent that the Company COMPANY has in the past disclosed such information to the public for valid business reasonsreasons or disclosure is specifically required by law; provided, however, in the event disclosure is required by law, the STOCKHOLDER shall provide CTS with prompt notice of such requirement prior to making any disclosure so that CTS may seek a protective order. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit any Stockholder the STOCKHOLDER from acquiring as a passive an investment not more than one percent (1%) of the capital stock of a competing business whose stock is traded on a national securities exchange or over-the-countercounter so long as the STOCKHOLDER does not consult with or is not employed by such competitor.

Prohibited Activities. Except as and solely to the extent set forth on Schedule 13.1 hereto, the Stockholders The Executive will not, for a period of five (5) years following from the Funding and Consummation Dateeffectiveness of the Business Combination, for any reason whatsoever, directly or indirectly, for themselves himself or on behalf of or in conjunction with any other Person person, company partnership, corporation or Personsbusiness of whatever nature: (i) engage, as an officer, director, shareholder, owner, partner, joint venturer, or in a managerial capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in any heavy-duty truck, trailer and/or bus components business selling any products or operation or related services business in direct competition with TCI the Company or any of the Subsidiaries subsidiaries thereof, within 100 miles of where PPI or any of the Company other for businesses which are part of the Business Combination (the "Other Foundry Companies conducted business prior to the Funding and Consummation Date or within effectiveness of the one-year period prior to the Funding and Consummation Date Merger (the "Territory"); (ii) call upon solicit any individual person who is, is at that time, time within the Territory, an employee of TCI the Company (including the subsidiaries thereof) in a sales representative or any Subsidiary thereof managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of TCI or any Subsidiary Company (including the subsidiaries thereof); (iii) call upon solicit any Person person or entity which is, at that time, or which has been, been within the one-one (1) year prior to the Funding and Consummation Dateconsummation of the Business Combination, a customer of TCI or any Subsidiary the Company (including the subsidiaries thereof), of the Company PPI or of any of the Other Founding Companies companies within the Territory for the purpose of soliciting or selling products or services in direct competition with TCI the Company within the Territory; (iv) call upon solicit any prospective acquisition candidate, on any Stockholderthe Executive's own behalf or on behalf of any competitor in the heavy-duty truck, trailer medical software development or bus components business or operation or any related services distribution business, which candidate, to the actual knowledge of such Stockholder after due inquiry, candidate was either called upon by TCI the Company (including the subsidiaries thereof) or for which the Company (or any Subsidiary thereof or for which, to the actual knowledge of such Stockholder after due inquiry, TCI or any Subsidiary thereof subsidiary thereof) made an acquisition analysisanalysis which was known (or should have been known) to the Executive, for the purpose of acquiring such entity; or (v) except on behalf of TCI or any Subsidiary, disclose customers, whether in existence or proposed, of the Company PPI to any Personperson, firm, partnership, corporation or business for any reason or purpose whatsoever except to the extent that the Company PPI has in the past disclosed such information to the public for valid business reasons. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit any Stockholder the Executive from acquiring as a passive an investment not more than one three percent (13%) of the capital stock of a competing competitive business whose stock is traded on a national securities exchange or over-the-counter. Notwithstanding the foregoing, in the event the Executive is not during the initial five-year term hereof actively employed by the Company not receiving any severance pay under Section 5(a)(i) hereof, the Company shall pay the Executive, in equal monthly installments, an amount equal to $25,000 per annum, as a condition of the Executive being bound by the non-competition provisions set forth above.

Prohibited Activities. Except as The Stockholder and solely to each MTM Stockholder agrees that it will not during the extent set forth period beginning on Schedule 13.1 hereto, the Stockholders will not, for a period date hereof and ending on the third anniversary of five (5) years following the Funding and Consummation Date, for any reason whatsoeverdate hereof, directly or indirectly, for themselves any reason, for its own account or on behalf of or in conjunction together with any other Person or PersonsPerson: (ia) engage, engage as an officer, director, shareholder, director or in any other managerial capacity or as an owner, partner, joint venturer, co-owner or in a managerial capacityother investor of or in, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in any heavy-duty truck, trailer and/or bus components business or operation or related services business in direct competition with TCI the Company, Purchaser or any Subsidiary of Purchaser (Purchaser and its Subsidiaries collectively being called "Purchaser" for purposes of this Article X) within any territory surrounding any office or facility (each a "FACILITY") in which the Subsidiaries thereofCompany was engaged in business on the date hereof or immediately prior to the Effective Time (for purposes of this Article X, the territory surrounding a facility shall be: (i) the city, town or village in which the facility is located, (ii) the county or parish in which the facility is located, (iii) the counties or parishes contiguous to the county or parish in which the facility is located, and (iv) the area located within 100 miles of where the Company conducted business prior to the Funding and Consummation Date or within the one-year period prior to the Funding and Consummation Date (facility, all of such locations being herein collectively called the "TerritoryTERRITORY"); (iib) call upon on any individual natural Person who is at that time employed by the Company or Purchaser with the purpose or intent of attracting that person from the employ of the Company or Purchaser, provided that the Stockholder and the MTM Stockholders may call on and hire any of their respective Immediate Family Members; (c) call on any Person that at that time is, or at any time within one year prior to that timetime was, a customer of the Company or Purchaser within the Territory, an employee of TCI or any Subsidiary thereof for the purpose or with the intent of enticing such employee away from or out of the employ of TCI or any Subsidiary thereof; (iiii) call upon any Person which is, at that time, or which has been, within the one-year prior to the Funding and Consummation Date, a customer of TCI or any Subsidiary thereof, of the Company or of any of the Other Founding Companies within the Territory for the purpose of soliciting or selling products any product or services service in direct competition with TCI the Company or Purchaser within the Territory;Territory and (ii) with the knowledge of the customer relationship; or (ivd) call upon any prospective acquisition candidate, on any Stockholder's own behalf or on behalf of any competitor in Purchaser Acquisition Candidate, with the heavy-duty truck, trailer or bus components business or operation or any related services business, which candidate, to the actual knowledge of such Stockholder after due inquiry, was called upon by TCI or any Subsidiary thereof or for which, to the actual knowledge of such Stockholder after due inquiry, TCI or any Subsidiary thereof made that Person's status as an acquisition analysisPurchaser Acquisition Candidate, for the purpose of acquiring such entity; or (v) except on behalf that Person or arranging the acquisition of TCI or that Person by any Subsidiary, disclose customers, whether in existence or proposed, of the Company to any Person, for any reason or purpose whatsoever except to the extent that the Company has in the past disclosed such information to the public for valid business reasonsPerson other than Purchaser. Notwithstanding the aboveforegoing, the foregoing covenant shall not be deemed to prohibit any Stockholder from acquiring and the MTM Stockholders may own and hold as a passive investment not more than one percent (1%) up to 5% in the aggregate of a class of the capital stock outstanding Capital Stock of a competing Entity business whose stock if that class of Capital Stock is traded on a national securities exchange or over-the-counterpublicly traded.

Prohibited Activities. Except as and solely to the extent set forth on Schedule 13.1 hereto13.1, the Stockholders --------------------- STOCKHOLDERS will not, for a period of five four (54) years following the Funding Closing Date (except that (v) below shall apply to the period ending at the Closing Date if this Agreement is not terminated prior to the Closing Date, and Consummation June 30, 1999 if this Agreement is terminated prior to the Closing Date), for any reason whatsoever, directly or indirectly, for themselves or on behalf of or in conjunction with any other Person person, persons, company, partnership, corporation or Personsbusiness of whatever nature: (i) engage, as an officer, director, shareholder, owner, partner, joint venturer, or in a managerial capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in any heavy-duty truck, trailer and/or bus components business selling any products or operation or related services business in direct competition with TCI HDS or any of the Subsidiaries subsidiaries thereof, within 100 one hundred (100) miles of where the Company COMPANY conducted business prior to the Funding and Consummation Date or within effectiveness of the one-year period prior to the Funding and Consummation Date Merger (the "Territory"); (ii) call upon contact or solicit any individual person who is, at that time, within the Territory, an employee of TCI or any Subsidiary thereof HDS (including the subsidiaries thereof) in a managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of TCI HDS (including the subsidiaries thereof), provided that any -------- STOCKHOLDER shall be permitted to solicit and hire any member of his or any Subsidiary thereofher immediate family; (iii) call upon contact any Person person or entity which is, at that time, or which has been, within the one-one (1) year prior to the Funding and Consummation Datethat time, a customer of TCI HDS (including the subsidiaries thereof), or any Subsidiary thereofaffiliate of such a person or entity, of the Company or of any of the Other Founding Companies within the Territory for the purpose of soliciting or selling products or services in direct competition with TCI within the TerritoryHDS; (iv) call upon contact any prospective acquisition candidate, on any StockholderSTOCKHOLDER's own behalf or on behalf of any competitor within the Territory in the heavy-duty truck, trailer or bus components business or operation or any related services commercial kitchen design and/or supply business, which candidate, to the actual knowledge of such Stockholder after due inquiry, candidate was either called upon by TCI HDS (including the subsidiaries thereof) or for which HDS (or any Subsidiary thereof or for which, to the actual knowledge of such Stockholder after due inquiry, TCI or any Subsidiary thereof subsidiary thereof) made an acquisition analysis, for the purpose of acquiring such entity, provided that no STOCKHOLDER shall be charged with a violation of -------- this Section unless and until such STOCKHOLDER shall have knowledge or notice that such prospective acquisition candidate was called upon, or that an acquisition analysis was made, for the purpose of acquiring such entity; (v) engage, directly or indirectly, through any intermediary or otherwise, in any conversations or negotiations with any Other Company regarding a possible business combination between or among them; provided that such ------------- prohibition shall not preclude the COMPANY from conducting business in the ordinary course with any Other Company or from having business combination discussions with any other party subject to the provisions in this Agreement; or (vvi) except on behalf in furtherance of TCI or any SubsidiaryHDS's business, disclose customers, whether in existence or proposed, of the Company COMPANY to any Personperson, firm, partnership, corporation or business for any reason or purpose whatsoever except excluding disclosure to the extent that the Company has in the past disclosed such information to the public for valid business reasonsHDS or any of HDS's Subsidiaries. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit any Stockholder STOCKHOLDER from acquiring as a passive an investment not more than one percent (1%) of the capital stock of a competing any business whose stock is traded on a national securities exchange or over-the-counter.

Prohibited Activities. Except as and solely to the extent set forth described on Schedule 13.1 heretoSCHEDULE 11.1 hereto or as otherwise provided in an employment agreement with CCC or a subsidiary of CCC, the Stockholders will notSurviving Corporation or any other subsidiary of CCC, Green agrees, for a period of five (5) two years following the Funding and Consummation Closing Date, for any reason whatsoever, directly or indirectly, for themselves or on behalf of or in conjunction with any other Person or Personsnot to: (ia) engage, as an officer, director, shareholder, owner, partner, joint venturer, or in a managerial capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in any heavy-duty truck, trailer and/or bus components business selling any electrical contracting products or operation or related services business (the "Business") in -------- direct competition with TCI the Surviving Corporation or any of the Subsidiaries thereof, CCC's other electrical contracting subsidiaries within 100 miles of where any office of CCC or any office of its subsidiaries engaged in the Company conducted business prior to the Funding and Consummation Date or within the one-year period prior to the Funding and Consummation Date Business (the "Territory");; --------- (iib) call upon any individual person who is, at that time, or who was at any time within the Territoryone year prior to that time, an employee of TCI or any Subsidiary thereof the Company (including its subsidiaries) in a managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of TCI or any Subsidiary thereofCCC (including its subsidiaries); (iiic) call upon any Person person or entity which is, at that time, or which has been, within the one-one year prior to the Funding and Consummation Datethat time, a customer of TCI or any Subsidiary thereof, of the Company or of any of CCC (including their respective subsidiaries engaged in the Other Founding Companies Business) within the Territory for the purpose of soliciting or selling products or services within the Territory which are in direct competition with TCI within the TerritorySurviving Corporation or CCC's other subsidiaries engaged in the Business; (ivd) call upon any prospective acquisition candidate, on any the Stockholder's own behalf or on behalf of any competitor in the heavy-duty truck, trailer or bus components business or operation or any related services businesscompetitor, which candidate, to the actual knowledge of such Stockholder after due inquiry, candidate either was called upon by TCI the Company or any Subsidiary thereof CCC (including their respective subsidiaries) or for which, to was the actual knowledge subject of such Stockholder after due inquiry, TCI or any Subsidiary thereof made an acquisition analysis, for analysis conducted by the purpose of acquiring such entityCompany or CCC (including their respective subsidiaries); or (ve) except on behalf of TCI or any Subsidiary, disclose customers, whether in existence or proposed, of the Company to any Personperson, firm, partnership, corporation or business for any reason or purpose whatsoever except to the extent that the Company has in the past disclosed such information to the public for valid business reasonswhatsoever. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit any Stockholder Green from acquiring as a passive an investment not more than one 2.5 percent (1%) of the outstanding voting capital stock of a competing business business, whose stock is traded on a national securities exchange or over-the-counterthrough the auto mated quotation system of a registered securities association.

Prohibited Activities. Except as The STOCKHOLDERS and solely to the extent set forth individuals listed on Schedule 13.1 hereto, the Stockholders 13.1(a) (who shall be deemed to be STOCKHOLDERS for all purposes of this Section 13) will not, for a period of five commencing on the Closing Date and ending on the date that is four (54) years following the Funding and Consummation Closing Date, for any reason whatsoever, directly or indirectly, for themselves or on behalf of or in conjunction with any other Person person, company, partnership, corporation or Personsbusiness of whatever nature: (i) engage, as an officer, director, shareholder, owner, partner, joint venturer, or in a managerial capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in any heavy-duty truckheating, trailer and/or bus components business ventilation, air conditioning, energy or operation or related environmental services business in direct competition with TCI HOLDING or any of the Subsidiaries subsidiaries thereof, within the United States of America or within 100 miles of where the Company COMPANY or any of its subsidiaries or any of the Other Founding Companies conducted business prior to the Funding and Consummation Date or within effectiveness of the one-year period prior to the Funding and Consummation Date Merger (the "Territory"); (ii) call upon any individual person who is, at that time, within the Territory, an employee of TCI HOLDING (including the subsidiaries thereof) in a sales representative or any Subsidiary thereof managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of TCI HOLDING (including the subsidiaries thereof), provided that each STOCKHOLDER shall be permitted to call upon and hire any member of his or any Subsidiary thereofher immediate family; (iii) call upon any Person person or entity which is, at that time, or which has been, within the one-one (1) year prior to the Funding and Consummation Closing Date, a customer of TCI or any Subsidiary HOLDING (including the subsidiaries thereof), of the Company COMPANY or of any of the Other Founding Companies within the Territory for the purpose of soliciting or selling products or services in direct competition with TCI HOLDING (or any of the subsidiaries thereof) within the Territory; (iv) call upon any prospective acquisition candidate, on any StockholderSTOCKHOLDER's own behalf or on behalf of any competitor in the heavy-duty truckheating, trailer ventilation, air conditioning, energy or bus components business or operation or any related environmental services business, which candidate, to the actual knowledge of such Stockholder STOCKHOLDER after due inquiry, was called upon by TCI or any Subsidiary thereof HOLDING (including the subsidiaries thereof) or for which, to the actual knowledge of such Stockholder STOCKHOLDER after due inquiry, TCI HOLDING (or any Subsidiary thereof subsidiary thereof) made an acquisition analysis, for the purpose of acquiring such entity; or (v) except on behalf of TCI or any Subsidiary, disclose customers, whether in existence or proposed, of the Company COMPANY to any Personperson, firm, partnership, corporation or business for any reason or purpose whatsoever except to the extent that the Company COMPANY has in the past disclosed such information to the public for valid business reasons. Notwithstanding the above, (A) the foregoing covenant covenants shall not be deemed to prohibit any Stockholder STOCKHOLDER from acquiring as a passive an investment not more than one percent (1%) of the capital stock of a competing business whose stock is traded on a national securities exchange or over-the-countercounter and (B) the foregoing covenants shall not be deemed to apply to any STOCKHOLDER listed on Schedule 13.1(b), each of whom either (i) beneficially owns less than 3% of the COMPANY's outstanding common stock or (ii) only holds shares of the Company's outstanding preferred stock.

Prohibited Activities. Except as As partial consideration for the execution, delivery and solely to the extent set forth on Schedule 13.1 heretoperformance of this Agreement by LandCARE, the Stockholders Stockholder will not, for a period of five (5) two years following the Funding and Consummation Closing Date, for any reason whatsoever, directly or indirectly, for themselves himself or on behalf of or in conjunction with any other Person person, persons, company, partnership, corporation or Personsbusiness of whatever nature: (i) own, manage, operate, join, control, consult or advise (whether or not compensated for such consultation or advice), or participate in, or render assistance to, or derive any benefit whatever from, any business offering services or products in direct competition with the Surviving Corporation within 100 miles of where the Company conducted business at any time within one year prior to the Closing Date (the "Territory"); (ii) engage, as an officer, director, shareholder, owner, partner, joint venturer, or in a sales or managerial capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in any heavy-duty truck, trailer and/or bus components business offering services or operation or related services business products in direct competition with TCI the Surviving Corporation or any of the Subsidiaries thereof, within 100 miles of where the Company conducted business prior to the Funding and Consummation Date or LandCARE within the one-year period prior to the Funding and Consummation Date (the "Territory"); (iiiii) call upon any individual person who is, at that time, within the Territory, an employee of TCI LandCARE or any Subsidiary thereof of its subsidiaries (including the Surviving Corporation) for the purpose or with the intent of enticing such employee away from or out of the employ of TCI LandCARE or any Subsidiary thereofof its subsidiaries (including the Surviving Corporation); (iiiiv) call upon any Person person or entity which is, at that time, or which has been, within the one-one year prior to the Funding and Consummation Closing Date, a customer of TCI or any Subsidiary thereofLandCARE, of the Company or of any of LandCARE's subsidiaries (including the Other Founding Companies within the Territory Surviving Corporation) for the purpose of soliciting or selling products or services in direct competition with TCI LandCARE or any of its subsidiaries (including the Company) within the Territory; (iv) call upon any prospective acquisition candidate, on any Stockholder's own behalf or on behalf of any competitor in the heavy-duty truck, trailer or bus components business or operation or any related services business, which candidate, to the actual knowledge of such Stockholder after due inquiry, was called upon by TCI or any Subsidiary thereof or for which, to the actual knowledge of such Stockholder after due inquiry, TCI or any Subsidiary thereof made an acquisition analysis, for the purpose of acquiring such entity; or (v) except on behalf of TCI or any Subsidiary, disclose customers, whether in existence or proposed, of the Company to any Person, for any reason or purpose whatsoever except to the extent that the Company has in the past disclosed such information to the public for valid business reasons. Notwithstanding the above, the foregoing covenant covenants shall not be deemed to prohibit any the Stockholder from acquiring as a passive investment investor with no involvement in the operations or management of the business, not more than one two percent (12%) of the capital stock of a competing business whose stock is publicly traded on a national securities exchange or over-the-countercounter market. The provisions of this Section are independent of the noncompetition provisions contained in any consulting or employment agreement to which the Stockholder may be or may become a party in connection with the transactions contemplated hereby. All such provisions are intended to be observed and enforced in accordance with their terms.

Prohibited Activities. Except as Each Management Stockholder and solely to each Selling Stockholder owning five percent or more of the extent set forth on Schedule 13.1 heretoCompany Capital Stock (each a "Covenanting Stockholder") agrees severally, the Stockholders but not jointly with any other Person, that he or she will not, for a during the period beginning on the date hereof and ending on the third anniversary of five (5) years following the Funding and Consummation Closing Date, for any reason whatsoever, directly or indirectly, for themselves any reason, for his or her own account, or on behalf of of, or in conjunction with together with, any other Person except for, and on behalf of, the Company or Personsany Company Subsidiary: (ia) engage, be engaged as an officer, director, shareholder, officer or director or in any other managerial or sales capacity or as an owner, partner, joint venturer, co-owner or in a managerial capacityother investor of or in, whether as an employee, independent contractor, consultant or advisor, or as a sales representativerepresentative or distributor of any kind, in a business that sells any heavy-duty truck, trailer and/or bus components business products or operation or related provides any services business in direct competition with TCI the Company, any Company Subsidiary, or IDG or any Subsidiary of IDG (IDG and its Subsidiaries collectively being "IDG" for purposes of this Article X) within a radius of 100 miles of each location in which any of the Subsidiaries thereof, within 100 miles of where Company or any Company Subsidiary or IDG was engaged in the Company conducted business prior to Business on the Funding and Consummation Date date hereof or within on the one-year period prior to the Funding and Consummation Closing Date (those locations collectively being the "Territory"); (iib) call upon on any individual natural person who is at that time employed by the Company, any Company Subsidiary, or IDG in any managerial or sales capacity with the purpose or intent of attracting that person from the employ of the Company, any Company Subsidiary, or IDG; (c) call on any Person who at that time is, or at any time within one year prior to that timetime was, a customer of the Company, any Company Subsidiary, or IDG within the Territory, an employee of TCI or any Subsidiary thereof for whom the purpose or with the intent of enticing such employee away from or out of the employ of TCI or any Subsidiary thereof; (iii) call upon any Person which isCovenanting Stockholder had knowledge, at and contact with, that timecustomer relationship, or which has been, within the one-year prior to the Funding and Consummation Date, a customer of TCI or any Subsidiary thereof, of the Company or of any of the Other Founding Companies within the Territory for the purpose of soliciting or selling products any product or services service in direct competition with TCI the Company, any Company Subsidiary, or IDG within the Territory;; or (ivd) call upon any prospective acquisition candidate, on any Stockholder's own behalf or on behalf of any competitor in IDG Acquisition Candidate, with the heavy-duty truck, trailer or bus components business or operation or any related services business, which candidate, to the actual knowledge of such Stockholder after due inquiry, was called upon by TCI or any Subsidiary thereof or for which, to the actual knowledge of such Stockholder after due inquiry, TCI or any Subsidiary thereof made that Person's status as an acquisition analysisIDG Acquisition Candidate, for the purpose of acquiring such entity; or (v) except on behalf that Person or arranging the acquisition of TCI or that Person by any Subsidiary, disclose customers, whether in existence or proposed, of the Company to any Person, for any reason or purpose whatsoever except to the extent that the Company has in the past disclosed such information to the public for valid business reasonsPerson other than IDG. Notwithstanding the aboveforegoing, the foregoing covenant shall not be deemed to prohibit any Covenanting Stockholder from acquiring may own and hold as a passive investment not more than up to one percent (1%) of the capital stock outstanding Capital Stock of a competing business whose stock Entity if that class of Capital Stock is traded listed for trading or quotation on a national securities or regional stock exchange registered with the SEC or over-the-counteron The Nasdaq Stock Market.

Prohibited Activities. Except as and solely to the extent set forth described on Schedule 13.1 heretoSCHEDULE 11.1 hereto or as otherwise provided in an employment agreement with CCC or a subsidiary of CCC, the Stockholders will notSurviving Corporation or any other subsidiary of CCC, each Shareholder agrees that for a period of five (5) two years following the Funding and Consummation Closing Date, for any reason whatsoever, directly or indirectly, for themselves or on behalf of or in conjunction with any other Person or Personshe/she shall not: (ia) engage, as an officer, director, shareholder, owner, partner, member, joint venturer, or in a managerial capacity, whether as an employee, independent contractor, consultant or consultant, advisor, or as a sales representative, in any heavy-duty truck, trailer and/or bus components business selling any products or operation or related services business in direct competition with TCI the Holding Company or any of the Subsidiaries thereof, its subsidiaries within 100 miles of where any office of the Holding Company conducted business prior to or any office of any of the Funding and Consummation Date or within the one-year period prior to the Funding and Consummation Date Holding Company's subsidiaries (the "Territory");; ---------- (iib) call upon any individual person who is, at that time, within the Territory, an employee of TCI the Holding Company or any Subsidiary thereof subsidiary of the Holding Company in a managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of TCI the Holding Company or any Subsidiary thereofsubsidiary of the Holding Company; (iiic) call upon any Person which person within the Territory who is, at that time, or which has been, within the one-one year prior to the Funding and Consummation Datethat time, a customer of TCI the Holding Company or any Subsidiary thereof, subsidiary of the Company or of any of the Other Founding Companies within the Territory Holding Company, for the purpose of soliciting or selling products or services in direct competition with TCI the Holding Company or any subsidiary of the Holding Company within the Territory; (ivd) call upon any prospective acquisition candidateperson who is, at the time, or has been, within one year prior to that time, a customer of CCC and/or any subsidiary or affiliate of CCC with whom the Shareholder has had personal contact for the purpose of soliciting or selling products or services in direct competition with CCC and/or any subsidiary or affiliate of CCC; or (e) on any Stockholderthe Shareholder's own behalf or on behalf of any competitor in the heavy-duty truckcompetitor, trailer or bus components business or operation or call upon any related services business, which candidateperson as a prospective acquisition candidate who was, to the actual knowledge of such Stockholder after due inquiryShareholder's knowledge, was either called upon by TCI the Holding Company or a subsidiary of the Holding Company as a prospective acquisition candidate or was the subject of an acquisition analysis by the Holding Company or any Subsidiary thereof or for whichsubsidiary of the Holding Company. The Shareholder, to the actual extent lacking the knowledge of such Stockholder after due inquirydescribed in the preceding sentence, TCI shall immediately cease all contact with any prospective acquisition candidate upon being informed, in writing, that the Holding Company or any Subsidiary thereof subsidiary of the Holding Company had so called upon such candidate or made an acquisition analysis, for the purpose of acquiring such entity; or (v) except on behalf of TCI or any Subsidiary, disclose customers, whether in existence or proposed, of the Company to any Person, for any reason or purpose whatsoever except to the extent that the Company has in the past disclosed such information to the public for valid business reasonsanalysis thereof. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit any Stockholder Shareholder subject to this Article 11 from acquiring as a passive an investment not more than one percent (1%) of the outstanding voting capital stock of a competing business business, whose stock is traded on a national securities exchange or over-the-counterthrough the automated quotation system of a registered securities association.

Prohibited Activities. Except as and solely to Each of the extent set forth on Schedule 13.1 hereto, the Stockholders Sellers will not, for a period of five (5) years 36 calendar months following the Funding and Consummation later of (a) the termination of their employment with the Purchaser or (b) the Closing Date, for any reason whatsoever, directly or indirectly, for themselves himself or herself or on behalf of or in conjunction with any other Person or PersonsPerson: (i) engage, as an officer, director, shareholder, owner, partner, joint venturer, or in a managerial capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in the sale or marketing of any heavy-duty truckcommunications, trailer and/or bus components business natural gas or operation or related electrical goods and services business in direct competition with TCI or any of (collectively, the Subsidiaries thereof"Proscribed Business"), within 100 miles the State of where the Company conducted business prior to the Funding and Consummation Date or within the one-year period prior to the Funding and Consummation Date Kansas (the "Territory"); (ii) call upon any individual who is, at that time, Person within the Territory, Territory who is an employee of TCI the Purchaser, Parent or any Subsidiary thereof Old ACG (including the Subsidiaries thereof) in a sales representative or managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of TCI the Purchaser, Parent or any Subsidiary Old ACG (including the Subsidiaries thereof); provided that Sellers shall be permitted to call upon and hire immediate family members; (iii) call upon any Person which is, at that time, is or which has been, within the one-one year prior to the Funding and Consummation later of (a) the termination of a Seller's respective employment with the Purchaser or (b) the Closing Date, a customer of TCI the Purchaser, Parent or any Subsidiary Old ACG (including the Subsidiaries thereof), or of the Company or of any of the Other Founding Companies Sellers within the Territory Territory, for the purpose of soliciting or selling products or services in direct competition with TCI the Purchaser, Parent or Old ACG (including the Subsidiaries thereof) within the Territory; (iv) call upon any prospective acquisition candidate, on any StockholderSeller's own behalf or on behalf of any competitor of the Purchaser, Parent and Old ACG (including the Subsidiaries thereof) engaged in the heavy-duty truck, trailer or bus components business or operation or any related services businessa Proscribed Business, which candidate, to the actual knowledge of such Stockholder after due inquiry, candidate was called upon by TCI the Purchaser, Parent or any Subsidiary thereof Old ACG (including the Subsidiaries thereof) or for which, to the actual knowledge of such Stockholder Seller after due inquiry, TCI the Purchaser, Parent or Old ACG (or any Subsidiary thereof thereof) made an acquisition analysis, for the purpose of acquiring such entity; or (v) except on behalf of TCI disclose existing or any Subsidiary, disclose customers, whether in existence or proposed, prospective customers of the Company Purchaser, Parent or Old ACG to any Person, Person for any reason or purpose whatsoever except to the extent that either of the Company has Sellers in the past disclosed such information to the public for valid business reasons. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit any Stockholder either Sellers from acquiring and holding as a passive investment not more than one five percent (1%) of the capital stock of a competing business whose stock is traded on a national securities exchange or over-the-counterexchange.

Prohibited Activities. Except as and solely to the extent set forth on Schedule 13.1 hereto13.1, the Stockholders --------------------- STOCKHOLDERS will not, for a period of five four (54) years following the Funding Closing Date (except that (v) below shall apply to the period ending at the Closing if this Agreement is not terminated prior to the Closing and Consummation DateJune 30, 1999 if this Agreement is terminated prior to the Closing), for any reason whatsoever, directly or indirectly, for themselves or on behalf of or in conjunction with any other Person person, persons, company, partnership, corporation or Personsbusiness of whatever nature: (i) engage, as an officer, director, shareholder, owner, partner, joint venturer, or in a managerial capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in any heavy-duty truck, trailer and/or bus components business selling any products or operation or related services business in direct competition with TCI HDS or any of the Subsidiaries subsidiaries thereof, within 100 one hundred (100) miles of where the Company COMPANY conducted business prior to the Funding and Consummation Date or within effectiveness of the one-year period prior to the Funding and Consummation Date Merger (the "Territory"); (ii) call upon contact or solicit any individual person who is, at that time, within the Territory, an employee of TCI or any Subsidiary thereof HDS (including the subsidiaries thereof) in a managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of TCI HDS (including the subsidiaries thereof), provided that any -------- STOCKHOLDER shall be permitted to solicit and hire any member of his or any Subsidiary thereofher immediate family; (iii) call upon contact any Person person or entity which is, at that time, or which has been, within the one-one (1) year prior to the Funding and Consummation Datethat time, a customer of TCI HDS (including the subsidiaries thereof), or any Subsidiary thereofaffiliate of such a person or entity, of the Company or of any of the Other Founding Companies within the Territory for the purpose of soliciting or selling products or services in direct competition with TCI within the TerritoryHDS; (iv) call upon contact any prospective acquisition candidate, on any StockholderSTOCKHOLDER's own behalf or on behalf of any competitor within the Territory in the heavy-duty truck, trailer or bus components business or operation or any related services commercial kitchen design and/or supply business, which candidate, to the actual knowledge of such Stockholder after due inquiry, candidate was either called upon by TCI HDS (including the subsidiaries thereof) or for which HDS (or any Subsidiary thereof or for which, to the actual knowledge of such Stockholder after due inquiry, TCI or any Subsidiary thereof subsidiary thereof) made an acquisition analysis, for the purpose of acquiring such entity, provided that no STOCKHOLDER shall be -------- charged with a violation of this Section unless and until such STOCKHOLDER shall have knowledge or notice that such prospective acquisition candidate was called upon, or that an acquisition analysis was made, for the purpose of acquiring such entity; (v) engage, directly or indirectly, through any intermediary or otherwise, in any conversations or negotiations with any Other Company regarding a possible business combination between or among them; provided that -------- ---- such prohibition shall not preclude the COMPANY from conducting business in the ordinary course with any Other Company or from having business combination discussions with any other party subject to the provisions in this Agreement; or (vvi) except on behalf in furtherance of TCI or any SubsidiaryHDS's business, disclose customers, whether in existence or proposed, of the Company COMPANY to any Personperson, firm, partnership, corporation or business for any reason or purpose whatsoever except excluding disclosure to the extent that the Company has in the past disclosed such information to the public for valid business reasonsHDS or any of HDS's Subsidiaries. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit any Stockholder STOCKHOLDER from acquiring as a passive an investment not more than one percent (1%) of the capital stock of a competing any business whose stock is traded on a national securities exchange or over-the-counter.

Prohibited Activities. Except as and solely to the extent set forth on Schedule 13.1 hereto, the The Stockholders will not, without the prior written consent of AmPaM, for a period of five two (52) years following the Funding and Consummation Date, Closing Date for any reason whatsoever, directly or indirectly, for themselves or on behalf of or in conjunction with any other Person person, persons, company, partnership, corporation or Personsbusiness of whatever nature: (i) engage, as an officer, director, shareholder, owner, partner, joint venturer, or in a managerial capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, whether paid or unpaid, in any heavy-duty truckplumbing, trailer and/or bus components piping, mechanical, heating, ventilation or air conditioning contracting, installation or services business or operation operation, whether for residential, commercial, industrial or related governmental customers, or any ancillary contracting, installation or services business in direct competition with TCI or any of directly related thereto (such business and operations referred to herein as the Subsidiaries thereof"Plumbing and Mechanical Business"), within 100 miles of where the Company or any of its subsidiaries conducted business within two (2) years prior to the Funding and Consummation Date or within the one-year period prior to the Funding and Consummation Closing Date (the "Territory"); (ii) call upon any individual person who is, at that timethe Closing Date, within the Territory, an employee of TCI AmPaM or any Subsidiary subsidiary thereof for the purpose or with the intent of enticing such employee away from or out of the employ of TCI AmPaM or any Subsidiary subsidiary thereof; (iii) call upon any Person person or entity which is, at that timethe Closing Date, or which has been, been within the one-year three (3) years prior to the Funding and Consummation Closing Date, a customer of TCI AmPaM or any Subsidiary subsidiary thereof, of the Company or of any of the Other Founding Companies within the Territory for the purpose of soliciting customers, orders or selling products or services contracts for any Plumbing and Mechanical Business in direct competition with TCI AmPaM within the Territory; (iv) call upon any prospective acquisition candidate, on any Stockholder's own behalf or on behalf of any competitor in the heavy-duty truck, trailer or bus components business or operation or any related services businessPlumbing and Mechanical Business, which candidate, to the actual knowledge of such Stockholder after due inquiry, was called upon by TCI AmPaM or any Subsidiary subsidiary thereof or for which, to the actual knowledge of such Stockholder after due inquiry, TCI AmPaM or any Subsidiary subsidiary thereof made an acquisition analysis, for the purpose of acquiring such entity; or (v) except on behalf disclose to any person, firm, partnership, corporation or business the names or identities of TCI any person, firm, partnership, corporation or any Subsidiary, disclose customers, whether in existence or proposed, business which has been a customer of the Company or any of its subsidiaries within the two (2) years prior to any Person, the Closing Date for any reason or purpose whatsoever except to the extent that the Company has in the past disclosed such information to the public for valid business reasons; or (vi) testify as an expert witness in matters related to the Plumbing and Mechanical Business for an adverse party to AmPaM, the Company or any Other Founding Companies in litigation. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit any Stockholder from acquiring as a passive investment (i) not more than one percent (1%) of the capital stock of a competing business whose stock is traded on a national securities exchange exchange, the NASDAQ Stock Market or over-the-counter, or (ii) not more than five percent (5%) of the capital stock of a competing business whose stock is not publicly traded if the Board of Directors of AmPaM consents to such acquisition. In addition, the provisions of clause (i) above shall not apply to Geor▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇h respect to the heating, ventilation and air conditioning installation and service business.

Prohibited Activities. Except as (a) For no additional consideration, Seller and solely to each Trust will not for the extent set forth on Schedule 13.1 hereto, the Stockholders will not, for a period of five (5) years following the Funding and Consummation DateClosing Date (and, for any reason whatsoeverin the case of the Seller, if longer, one year following the Seller's termination of employment with the Companies or their Affiliates) (with the applicable period being herein referred to as the "Noncompete Term"), directly or indirectly, for themselves himself or itself or on behalf of or in conjunction with any other Person person, company, partnership, corporation or Personsbusiness or other entity of whatever nature: (i) engage, as an officer, director, shareholder, owner, investor, partner, joint venturer, or in a managerial or advisory capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, dealer or distributor, in any heavybusiness conducted by the Companies on the Closing Date, including, without limitation, any business that involves the production and sale of ready-duty mixed concrete (including truck, trailer and/or bus components business -mixed concrete) and other cement mixtures and pre-cast concrete products (a "Competitive Business") within any Territory surrounding any plant or operation or related services business in direct competition with TCI or any other operating facility from which either of the Subsidiaries thereofCompanies was engaged in business on the date immediately prior to the Closing Date (for purposes of this Article VII, the "Territory" surrounding any such plant or other operating facility will be: (A) the city, town or village in which such plant or facility is located, (B) the county in which such plant or facility is located, (C) the counties contiguous to the county in which such plant or facility is located, (D) the area located within 100 miles of where such plant or facility, and (E) the Company conducted business prior to area in which such plant or facility regularly provides products or services at the Funding and Consummation Date or within the one-year period prior to the Funding and Consummation Date (the "Territory")locations of its customers; (ii) call upon or otherwise solicit any individual person, who is, at that time, within the Territory, an employee or consultant of TCI the Purchaser or the Companies or any Subsidiary thereof of their respective subsidiaries, for the purpose or with the intent or effect of enticing such employee or consultant away from or out of the employ of TCI or contract with the Purchaser or the Companies or any Subsidiary thereofof their respective subsidiaries; (iii) call upon or otherwise solicit any Person person or entity which is, at that time, or which has been, within the one-year two years prior to the Funding and Consummation Datethat time, a customer of TCI the Companies or any Subsidiary thereof, of the Company Purchaser or of any of the Other Founding Companies subsidiaries of such parties within the Territory for the purpose of soliciting or selling services or products or services in direct competition with TCI a Competitive Business within the Territory;; or (iv) call upon or otherwise solicit any prospective entity engaged in a Competitive Business which the Companies or the Purchaser has called on in connection with the possible acquisition candidate, on any Stockholder's own behalf or on behalf by either of any competitor in the heavy-duty truck, trailer or bus components business or operation or any related services business, which candidate, to the actual knowledge them of such Stockholder after due inquiry, was called upon by TCI entity or any Subsidiary thereof or for which, to the actual knowledge of such Stockholder after due inquiry, TCI or any Subsidiary thereof which either of them has made an acquisition analysis, with the knowledge of that entity's status as an acquisition candidate of the Purchaser, for the purpose of acquiring such entity; orthat entity or arranging the acquisition of that entity by any person or entity other than the Purchaser. (vb) except on behalf of TCI or any Subsidiary, disclose customers, whether in existence or proposed, of the Company to any Person, for any reason or purpose whatsoever except to the extent that the Company has in the past disclosed such information to the public for valid business reasons. Notwithstanding the above, the foregoing covenant Section 7.1(a) shall not be deemed to prohibit the Seller, any Stockholder Trust or their Affiliates from acquiring any of the following: (i) acquiring, as a passive investment investor with no involvement in the operations of the business, not more than one two and one-half percent (1%) of the capital stock of a competing business Competitive Business whose stock is publicly traded on a national securities exchange exchange, the Nasdaq National Market or over-the-counter; (ii) engaging in a business that is not a Competitive Business or selling products or services to, purchasing products or services from or otherwise doing business with a Competitive Business; (iii) with respect to United States Lime & Minerals, Inc., a Texas corporation ("USLM") (A) acquiring and owning any amount of the capital stock of USLM without limitation or (B) serving as a director, officer or consultant of USLM or in any similar capacity; provided, however, that if during the Noncompete Term USLM engages in a Competitive Business, then (1) the Seller shall resign from his position as a director, officer, consultant or similar position with USLM as soon as reasonably practicable, and he shall not serve in any such capacity for so long as USLM engages in a Competitive Business during the Noncompete Term and (2) the Seller shall divest his ownership of any equity securities of USLM as soon as reasonably practicable so that Seller is in compliance with clause (i) of this Section 7.1(b); provided, further, however, that in no event shall the Seller's obligations under this clause (2) require the Seller to (y) sell any equity securities of USLM at less than the original price paid by the Seller for such equity securities or (z) sell any equity securities of USLM in violation of applicable federal or state securities laws or contractual restrictions on transfer; or (iv) continuing to own the limestone quarry in ▇▇▇▇▇▇ County, Texas currently owned by the Seller (the "Limestone Quarry"), granting to third parties the right to produce limestone and/or other aggregates there and receiving royalties in connection therewith; provided, however, that upon expiration or termination of the Seller's current lease with Allied Aggregates (including any extension or modification thereof) relating to the Limestone Quarry; if, and only if, the Seller determines to lease the Limestone Quarry to a third party, then the Seller shall, during the Noncompete Term but not thereafter, first offer to lease the Limestone Quarry to the Purchaser on terms mutually acceptable to the Seller and the Purchaser, provided that such terms shall be no less favorable to the Seller than those offered by any other third party in a proposed arms-length transaction, and if the Purchaser is unwilling to lease the Limestone Quarry on such terms within 10 days after receipt of written notice thereof, then the Seller shall have the right to lease the Limestone Quarry on the more favorable terms to a third party other than the Purchaser; and provided, further, that during any period during which the Seller does not lease the Limestone Quarry to a third party, the Seller shall have the unrestricted right to operate the Limestone Quarry directly for his own benefit whether during or after the Noncompete Term.

Prohibited Activities. Except as and solely to the extent set forth described on Schedule 13.1 heretoSCHEDULE 11.1 hereto or as otherwise provided in an employment agreement with CCC or a subsidiary of CCC, the Stockholders will notSurviving Corporation or any other subsidiary of CCC, each Shareholder agrees that for a period of five (5) two years following the Funding and Consummation Closing Date, for any reason whatsoever, directly or indirectly, for themselves or on behalf of or in conjunction with any other Person or Personshe/she shall not: (ia) engage, as an officer, director, shareholder, owner, partner, member, joint venturer, or in a managerial capacity, whether as an employee, independent contractor, consultant or consultant, advisor, or as a sales representative, in any heavy-duty truck, trailer and/or bus components business selling any products or operation or related services business in direct competition with TCI the Holding Company or any of the Subsidiaries thereof, its subsidiaries within 100 miles of where any office of the Holding Company conducted business prior to or any office of any of the Funding and Consummation Date or within the one-year period prior to the Funding and Consummation Date Holding Company's subsidiaries (the "Territory");; --------- (iib) call upon any individual person who is, at that time, within the Territory, an employee of TCI the Holding Company or any Subsidiary thereof subsidiary of the Holding Company in a managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of TCI the Holding Company or any Subsidiary thereofsubsidiary of the Holding Company; (iiic) call upon any Person which person within the Territory who is, at that time, or which has been, within the one-one year prior to the Funding and Consummation Datethat time, a customer of TCI the Holding Company or any Subsidiary thereof, subsidiary of the Company or of any of the Other Founding Companies within the Territory Holding Company, for the purpose of soliciting or selling products or services in direct competition with TCI the Holding Company or any subsidiary of the Holding Company within the Territory; (ivd) call upon any prospective acquisition candidateperson who is, at the time, or has been, within one year prior to that time, a customer of CCC and/or any subsidiary or affiliate of CCC with whom the Shareholder has had personal contact for the purpose of soliciting or selling products or services in direct competition with CCC and/or any subsidiary or affiliate of CCC; or (e) on any Stockholderthe Shareholder's own behalf or on behalf of any competitor in the heavy-duty truckcompetitor, trailer or bus components business or operation or call upon any related services business, which candidateperson as a prospective acquisition candidate who was, to the actual knowledge of such Stockholder after due inquiryShareholder's knowledge, was either called upon by TCI the Holding Company or a subsidiary of the Holding Company as a prospective acquisition candidate or was the subject of an acquisition analysis by the Holding Company or any Subsidiary thereof or for whichsubsidiary of the Holding Company. The Shareholder, to the actual extent lacking the knowledge of such Stockholder after due inquirydescribed in the preceding sentence, TCI shall immediately cease all contact with any prospective acquisition candidate upon being informed, in writing, that the Holding Company or any Subsidiary thereof subsidiary of the Holding Company had so called upon such candidate or made an acquisition analysis, for the purpose of acquiring such entity; or (v) except on behalf of TCI or any Subsidiary, disclose customers, whether in existence or proposed, of the Company to any Person, for any reason or purpose whatsoever except to the extent that the Company has in the past disclosed such information to the public for valid business reasonsanalysis thereof. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit any Stockholder Shareholder subject to this Article 11 from acquiring as a passive an investment not more than one percent (1%) of the outstanding voting capital stock of a competing business business, whose stock is traded on a national securities exchange or over-the-counterthrough the automated quotation system of a registered securities association.

Prohibited Activities. Except as For the period commencing with Closing and solely to ending on the extent set forth on Schedule 13.1 heretolater of the third (3rd) anniversary of the Closing and two (2) years after the date of termination of any employment or consulting arrangement with the Buyer, the Stockholders will notSurviving Corporation or the Buyer’s Affiliates, for a period of five (5) years following the Funding and Consummation Dateneither Management Seller shall, for any reason whatsoever, directly or indirectly, for themselves himself, or on behalf of or in conjunction with any other Person or PersonsPerson: (ia) engageengage as a stockholder, as an officer, director, shareholder, owner, partner, joint venturer, or in a managerial capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in any heavy-duty truck, trailer and/or bus components business selling any products or operation services (x) in direct or related services indirect competition with the business of the Surviving Corporation or any of its Affiliates or (y) in direct competition with TCI the Buyer or any of its Affiliates, in each case as conducted as of the Subsidiaries thereofClosing and during the period commencing with the Closing and ending on the date of termination of any employment or consulting arrangement with the Buyer, within 100 miles the Surviving Corporation or the Buyer’s Affiliates; provided, however, that neither Management Seller nor any of where such Management Seller’s respective Affiliates shall be precluded from the Company conducted business prior to ownership of securities of corporations that are listed on a national securities exchange or traded in the Funding and Consummation Date or within national over-the-counter market in an amount that shall not exceed one percent (1%) of the one-year period prior to the Funding and Consummation Date (the "Territory")outstanding shares of any such corporation; (iib) employ, or call upon any individual who is, at that time, within the Territory, an employee of TCI or any Subsidiary thereof for the purpose or with the intent of enticing such employee or soliciting away from or out of the employ of TCI the Buyer, the Surviving Corporation or any Subsidiary thereof; (iii) call upon of the Buyer’s Affiliates, any Person which is, person who is at that time, or which has been, was within the one-one (1) year prior to the Funding and Consummation Datethat time, a customer of TCI or any Subsidiary thereof, an employee of the Company Buyer, the Company, the Surviving Corporation or of any of the Other Founding Companies within the Territory Buyer’s Affiliates; (c) sell products or services to, or call upon for the purpose of soliciting or selling products or services in direct competition with TCI to, any Person who is a customer of the Surviving Corporation or who at that time, or has been within one (1) year prior to that time, a customer or prospective customer of the Territory; (iv) call upon any prospective acquisition candidate, on any Stockholder's own behalf or on behalf of any competitor in the heavy-duty truck, trailer or bus components business or operation Buyer or any related services businessof the Buyer’s Affiliates; for purposes of this Section 10.1(c), (x) a “customer of the Company” means the Department of Defense Intelligence Agency, the National Cryptologic School, the Office of Naval Intelligence, the National Geospatial Intelligence Agency, the Defense Acquisition University and the State of Maryland and any federal or other government program office of or under any of the foregoing and (y) a “customer or prospective customer of the Buyer or any of the Buyer’s Affiliates” means any federal government program office for which candidate, a contract is being supported to which the Buyer or such Affiliate is a party and which the Buyer or such Affiliate has performed or been performing at any time prior to the actual knowledge date of such Stockholder after due inquiry, was called upon by TCI the determination thereof or any Subsidiary thereof or federal government program office for which, to the actual knowledge of such Stockholder after due inquiry, TCI or any Subsidiary thereof made an acquisition analysis, for the purpose of acquiring such entitywhich a contract is being pursued; or (vd) except on behalf publish any statement or make any statement (under any circumstances reasonably likely to become public) critical of TCI the Buyer, the Company, the Surviving Corporation or any Subsidiary, disclose customers, whether in existence or proposed, of the Company to Buyer’s Affiliates, or in any Personway adversely affecting or otherwise maligning the reputation of the Buyer, for the Company, the Surviving Corporation or any reason or purpose whatsoever except to of the extent Buyer’s Affiliates. The parties intend that the Company has covenants contained in the past disclosed such information to the public for valid business reasons. Notwithstanding the above, the foregoing covenant this Section 10.1 shall not be deemed to prohibit any Stockholder from acquiring as be a passive investment not more than series of separate covenants, one percent (1%) for each county in each state of the capital stock of a competing business whose stock is traded on a national securities exchange or over-the-counterUnited States and, except for geographic coverage, each such separate covenant shall be identified in terms to the covenant contained in this Section 10.1.

Prohibited Activities. Except as and solely Subject to the extent set forth on Schedule 13.1 heretosubsection (f) below, the Stockholders agree severally and not jointly that each such Stockholder will not, for a period of five three (53) years following the Funding and Consummation Closing Date, for any reason whatsoever, directly or indirectly, for themselves or on behalf of or in conjunction with any other Person or PersonsPerson, of whatever nature: (ia) engage, as an officer, director, shareholderstockholder, owner, partner, joint venturer, or in a managerial capacity, whether or as an employee, independent contractor, consultant or advisor, or as a sales representative, in any heavy-duty truck, trailer and/or bus components business selling any products or operation or related services business in direct competition with TCI Acquiror or any of the Subsidiaries thereof, within 100 miles subsidiaries thereof [text regarding a territory of where the Company conducted business prior to the Funding and Consummation Date or within the one-year period prior to the Funding and Consummation Date (the "Territory")noncompetition was deleted here]; (iib) call upon any individual person who is, at that time, within the Territory, time an employee of TCI Acquiror (including the subsidiaries thereof) in a sales representative or any Subsidiary thereof managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of TCI Acquiror (including the subsidiaries thereof), provided that each Stockholder shall be permitted to call upon and hire any member of his or any Subsidiary thereofher immediate family; (iiic) call upon any Person which is, at that time, or which has been, within the one-year three (3) years prior to the Funding and Consummation Closing Date, a customer of TCI Acquiror (including the subsidiaries thereof), or any Subsidiary thereof, of the Company or of any of the Other Founding Companies within the Territory for the purpose of soliciting or selling products or services in direct competition with TCI within the TerritoryAcquiror (including its subsidiaries); (ivd) call upon any prospective acquisition candidate, on any Stockholder's own behalf or on behalf of any competitor in the heavy-duty truck, trailer similar or bus components business incidental businesses or operation or any related services businessactivities, which candidate, to the actual knowledge of such Stockholder after due inquiry, was called upon by TCI or any Subsidiary thereof Acquiror (including the subsidiaries thereof) or for which, to the actual knowledge of such Stockholder after due inquiry, TCI Acquiror (or any Subsidiary thereof subsidiary thereof) made an acquisition analysis, for the purpose of acquiring such entity; or (ve) except on behalf of TCI or any Subsidiary, disclose customers, whether in existence or proposed, of the any Company to any Person, Person for any reason or purpose whatsoever except to the extent that the each Company has in the past disclosed such information to the public for valid business reasonsreasons or disclosure is specifically required by law. (f) ▇▇▇▇ has developed and patented a telephone switching device (the "Device") described in Schedule 14.1 hereto. Notwithstanding the aboveterms of this Section 14.1, ▇▇▇▇'▇ continued development, sale, lease, marketing and exploitation of the foregoing covenant Device after the date hereof shall not be deemed to prohibit any Stockholder from acquiring as considered a passive investment not more than one percent breach of subsections (1%a) of the capital stock of a competing business whose stock is traded on a national securities exchange or over-the-counter(c) above.

Prohibited Activities. Except as and solely to (a) Each Stockholder will not for the extent set forth on Schedule 13.1 hereto, the Stockholders will not, for a period longer of (y) five (5) years following the Funding Closing Date and Consummation Date(z) with respect to ▇▇▇▇▇ ▇▇▇▇▇▇, for any reason whatsoeverone year following his voluntary termination of his employment with Newco or its Affiliates or the termination of such individual's employment with Newco "with cause," as determined in accordance with the respective individual's Employment Agreement, directly or indirectly, for themselves himself or on behalf of or in conjunction with any other Person person, company, partnership, corporation or Personsbusiness of whatever nature: (i) engage, as an officer, director, shareholder, owner, partner, joint venturer, or in a managerial or advisory capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in any heavy-duty truck, trailer and/or bus components business or operation or related services business in direct competition with TCI or any of the Subsidiaries thereof, Competitive Business within 100 175 miles of where any Company has a facility or conducts or proposes to conduct business as of the Company conducted business Closing Date or where Newco or an Affiliate of Newco has a facility after the Closing that is, within six months prior to the Funding and Consummation Date date of termination of such Stockholder's employment, under such Stockholder's supervision or within the one-year period prior to the Funding and Consummation Date managerial authority (the "Territory");; --------- (ii) call upon directly or indirectly hire any individual person who is, at that time, within the Territory, an employee of TCI PalEx or any Subsidiary thereof of its subsidiaries or call upon any such person for the purpose or with the intent of enticing such employee away from or out of the employ of TCI PalEx or any Subsidiary thereof;of its subsidiaries; or (iii) call upon any Person person or entity which is, at that time, or which has been, within the one-one year prior to the Funding and Consummation Datethat time, a customer of TCI the Companies or PalEx or any Subsidiary thereof, of the Company or of any of the Other Founding Companies its subsidiaries within the Territory for the purpose of soliciting or selling services or products or services in direct competition with TCI a Competitive Business within the Territory;. (ivb) call upon any prospective acquisition candidate, on any Stockholder's own behalf or on behalf of any competitor in the heavy-duty truck, trailer or bus components business or operation or any related services business, which candidate, to the actual knowledge of such Stockholder after due inquiry, was called upon by TCI or any Subsidiary thereof or for which, to the actual knowledge of such Stockholder after due inquiry, TCI or any Subsidiary thereof made an acquisition analysis, for the purpose of acquiring such entity; or (v) except on behalf of TCI or any Subsidiary, disclose customers, whether in existence or proposed, of the Company to any Person, for any reason or purpose whatsoever except to the extent that the Company has in the past disclosed such information to the public for valid business reasons. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit any Stockholder from acquiring (i) acquiring, as a passive investment investor with no involvement in the operations of the business, not more than one percent (1%) of the capital stock of a competing business Competitive Business whose stock is publicly traded on a national securities exchange or the Nasdaq National Market or over-the-counter.counter or (ii) servicing the Chep Agreements between the date hereof and the date of termination of such agreements in accordance with the notice provisions contained therein, which notice of termination shall have been provided in accordance with Section 5.8 hereof. ---

Prohibited Activities. Except as and solely to the extent set forth on Schedule 13.1 hereto, the Stockholders will not, The Stockholder agrees that for a period of five (5) two years following the Funding and Consummation Merger Effective Date, for any reason whatsoever, directly or indirectly, for themselves or on behalf of or in conjunction with any other Person or Personshe shall not: (ia) engage, as an officer, director, shareholder, owner, partner, joint venturer, or in a managerial capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in any heavy-duty truck, trailer and/or bus components business selling any products or operation or related services business in direct competition with TCI either Surviving Corporation or USFloral, including without limitation the importing, brokerage, manufacture, assembly, packaging, distribution, shipping or marketing of floral products (including, without limitation, hard goods), or any business engaging in the consolidation of the Subsidiaries thereof, within 100 miles of where the Company conducted business prior to the Funding and Consummation Date or floral industry within the one-year period prior to the Funding and Consummation Date United States of America (the "Territory"), except that Stockholder may continue to conduct activities on behalf of Greens Only Europe Import/Export BV, Greens Only USA, The Australian Flower Company, Alfaflora, Inc., Wesflora, Inc. and Flower Alliance, L.L.C. (the "Related Entities") to the same, and no greater, extent that the Stockholder currently conducts such activities, so long as the conduct of such activities does not otherwise violate the provisions of Sections 11(b) through (e) below; (iib) call upon any individual person who is, at that time, within the Territory, an employee of TCI USFloral or any Subsidiary thereof subsidiary of USFloral in a managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of TCI USFloral or any Subsidiary thereofsuch subsidiary; (iiic) call upon any Person person or entity which is, at that time, or which has been, within the one-one year prior to the Funding and Consummation Datethat time, a customer of TCI USFloral, any subsidiaries of USFloral, or any Subsidiary thereof, of the either Company or of any of the Other Founding Companies within the Territory for the purpose of soliciting or selling floral products or services in direct competition with TCI within the TerritoryTerritory unless such customer was a customer of any of the Related Entities prior to the date of this Agreement; (ivd) call upon any prospective acquisition candidate, on any Stockholder's his own behalf or on behalf of any competitor in the heavy-duty truck, trailer or bus components business or operation or any related services businesscompetitor, which candidate, to the actual knowledge of such Stockholder after due inquiry, candidate was either called upon by TCI or any Subsidiary thereof the Stockholder or for which, to which the actual knowledge of such Stockholder after due inquiry, TCI or any Subsidiary thereof made an acquisition analysisanalysis for himself, for the purpose USFloral, any subsidiaries of acquiring such entityUSFloral or either Company; or (ve) except on behalf of TCI or any Subsidiary, disclose customers, whether in existence or proposed, of the either Company to any Personperson, firm, partnership, corporation or business for any reason or purpose whatsoever except to the extent that the Company has in the past disclosed such information to the public for valid business reasonswhatsoever. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit any the Stockholder from (i) acquiring as a passive an investment not more than one percent (1%) of the capital stock of a competing business business, whose stock is traded on a national securities exchange or in the over-the-countercounter market; or (ii) engaging in any activity to which USFloral shall have provided its prior written consent.

Prohibited Activities. Except as and solely to Each stockholder of the extent set forth on Schedule 13.1 hereto, the Stockholders Company (a "Stockholder") will not, for a period of five (5) years one year following the Funding and Consummation Closing Date, for any reason whatsoever, directly or indirectly, for themselves himself or on behalf of or in conjunction with any other Person or PersonsPerson: (i) engage, as an officer, director, shareholderstockholder, owner, partner, joint venturer, or in a managerial capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in any heavy-duty truck, trailer and/or bus components business the sale or operation marketing of telecommunication services or related interconnect services business in direct competition with TCI or any of the Subsidiaries thereof, within 100 miles of where the Company conducted business prior to the Funding and Consummation Date or within the one-year period prior to the Funding and Consummation Date state of Oklahoma (the "Territory"); (ii) call upon any individual who is, at that time, person within the Territory, Territory who is an employee of TCI Parent (including the Subsidiaries thereof) in a sales representative or any Subsidiary thereof managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of TCI or any Subsidiary Parent (including the Subsidiaries thereof); (iii) call upon any Person which is, at that time, is or which has been, within the one-one year prior to the Funding and Consummation Closing Date, a customer of TCI or any Subsidiary Parent (including the Subsidiaries thereof, of the Company or of any of the Other Founding Companies within the Territory ) for the purpose of soliciting or selling products or services in direct competition with TCI within the TerritoryParent (or its Subsidiaries); (iv) call upon any prospective acquisition candidate, on any Stockholder's own behalf or on behalf of any competitor of Parent (including the Subsidiaries thereof) in the heavylong-duty truck, trailer distance telephone or bus components business or operation or any related services interconnect business, which candidate, to the actual knowledge of such Stockholder after due inquiry, was called upon by TCI or any Subsidiary thereof Parent (including the Subsidiaries thereof) or for which, to the actual knowledge of such Stockholder after due inquiry, TCI Parent (or any Subsidiary thereof thereof) made an acquisition analysis, analysis for the purpose of acquiring such entity; or (v) except on behalf disclose existing or prospective customers of TCI or any Subsidiary, disclose customers, whether in existence or proposed, of the Company to any Person, Person for any reason or purpose whatsoever except to the extent that the Company has in the past disclosed such information to the public for valid business reasons. Notwithstanding the above, the foregoing covenant covenants shall not be deemed to prohibit any Stockholder from acquiring as a passive an investment after the date of this Agreement not more than one five percent (1%) of the capital stock of a competing business whose stock is traded on a national securities exchange or over-the-counterthe National Association of Securities Dealers' Automated Quotation System.

Prohibited Activities. Except as The STOCKHOLDERS and solely to the extent set forth individuals listed on Schedule 13.1 hereto, the Stockholders 13.1(a) (who shall be deemed to be STOCKHOLDERS for all purposes of this Section 13) will not, for a period of five commencing on the Closing Date and ending on the date that is four (54) years following the Funding and Consummation Closing Date, for any reason whatsoever, directly or indirectly, for themselves or on behalf of or in conjunction with any other Person person, company, partnership, corporation or Personsbusiness of whatever nature: (i) engage, as an officer, director, shareholder, owner, partner, joint venturer, or in a managerial capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in any heavy-duty truckheating, trailer and/or bus components business ventilation, air conditioning, energy or operation or related environmental services business in direct competition with TCI HOLDING or any of the Subsidiaries subsidiaries thereof, within the United States of America or within 100 miles of where the Company COMPANY or any of its subsidiaries or any of the Other Founding Companies conducted business prior to the Funding and Consummation Date or within effectiveness of the one-year period prior to the Funding and Consummation Date Merger (the "Territory")) ; (ii) call upon any individual person who is, at that time, within the Territory, an employee of TCI HOLDING (including the subsidiaries thereof) in a sales representative or any Subsidiary thereof managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of TCI HOLDING (including the subsidiaries thereof), provided that each STOCKHOLDER shall be permitted to call upon and hire any member of his or any Subsidiary thereofher immediate family; (iii) call upon any Person person or entity which is, at that time, or which has been, within the one-one (1) year prior to the Funding and Consummation Closing Date, a customer of TCI or any Subsidiary HOLDING (including the subsidiaries thereof), of the Company COMPANY or of any of the Other Founding Companies within the Territory for the purpose of soliciting or selling products or services in direct competition with TCI HOLDING (or any of the subsidiaries thereof) within the Territory; (iv) call upon any prospective acquisition candidate, on any StockholderSTOCKHOLDER's own behalf or on behalf of any competitor in the heavy-duty truckheating, trailer ventilation, air conditioning, energy or bus components business or operation or any related environmental services business, which candidate, to the actual knowledge of such Stockholder STOCKHOLDER after due inquiry, was called upon by TCI or any Subsidiary thereof HOLDING (including the subsidiaries thereof) or for which, to the actual knowledge of such Stockholder STOCKHOLDER after due inquiry, TCI HOLDING (or any Subsidiary thereof subsidiary thereof) made an acquisition analysis, for the purpose of acquiring such entity; or (v) except on behalf of TCI or any Subsidiary, disclose customers, whether in existence or proposed, of the Company COMPANY to any Personperson, firm, partnership, corporation or business for any reason or purpose whatsoever except to the extent that the Company COMPANY has in the past disclosed such information to the public for valid business reasons. Notwithstanding the above, (A) the foregoing covenant covenants shall not be deemed to prohibit any Stockholder STOCKHOLDER from acquiring as a passive an investment not more than one percent (1%) of the capital stock of a competing business whose stock is traded on a national securities exchange or over-the-counter., (B) the foregoing covenants shall not be deemed to apply to any STOCKHOLDER listed on Schedule 13.1(b) and (C) ▇▇▇▇ ▇▇▇▇▇ shall be entitled to be a stockholder of, and to spend, on average, up to 5% of his professional time with respect to the business and operations of, Air Systems of Sacramento, Inc.

Prohibited Activities. Except as and solely to the extent set forth on Schedule 13.1 hereto(a) For no additional consideration, the Stockholders each Stockholder will not, not for a period of five (5) years following the Funding and Consummation DateClosing Date and, for if any reason whatsoeverStockholder is party to an Employment Agreement, if longer, one year following such Stockholder's termination of employment with the Surviving Corporation or its Affiliates (with the applicable period being herein referred to as the "Noncompete Term"), directly or indirectly, for themselves himself or on behalf of or in conjunction with any other Person person, company, partnership, corporation or Personsbusiness or other entity of whatever nature: (i) engage, as an officer, director, shareholder, owner, investor, partner, joint venturer, or in a managerial or advisory capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, dealer or distributor, in any heavy-duty truckCompetitive Business within any Territory surrounding any plant or other operating facility in which the Company was engaged in business on the date immediately prior to the Closing Date (for purposes of this ARTICLE IX, trailer and/or bus components business the "Territory" surrounding any plant or operation other operating facility will be: (A) the city, town or related services business village in direct competition with TCI which that plant or any facility is located, (B) the county or parish in which that plant or facility is located, (C) the counties or parishes contiguous to the county or parish in which that plant or facility is located, (D) the area located within 50 miles of that plant or facility, (E) the Subsidiaries thereof, area located within 100 miles of where that plant or facility and (F) the Company conducted business prior to area in which that plant or facility regularly provides products or services at the Funding and Consummation Date or within the one-year period prior to the Funding and Consummation Date (the "Territory"locations of its customers);. (ii) call upon or otherwise solicit any individual person, who is, at that time, within the Territory, an employee or consultant of TCI U.S. Concrete, the Surviving Corporation or any Subsidiary thereof of their respective subsidiaries, for the purpose or with the intent or effect of enticing such employee or consultant away from or out of the employ of TCI or contract with U.S. Concrete, the Surviving Corporation or any Subsidiary thereofof their respective subsidiaries; (iii) call upon or otherwise solicit any Person person or entity which is, at that time, or which has been, within the one-year two years prior to the Funding and Consummation Datethat time, a customer of TCI the Company, U.S. Concrete or any Subsidiary thereof, of the Company Surviving Corporation or of any of the Other Founding Companies subsidiaries of such parties within the Territory for the purpose of soliciting or selling services or products or services in direct competition with TCI a Competitive Business within the Territory;; or (iv) call upon or otherwise solicit any prospective entity which the Company or U.S. Concrete has called on in connection with the possible acquisition candidate, on any Stockholder's own behalf or on behalf by either of any competitor in the heavy-duty truck, trailer or bus components business or operation or any related services business, which candidate, to the actual knowledge them of such Stockholder after due inquiry, was called upon by TCI entity or any Subsidiary thereof or for which, to the actual knowledge of such Stockholder after due inquiry, TCI or any Subsidiary thereof which either of them has made an acquisition analysis, with the knowledge of that entity's status as an acquisition candidate of U.S. Concrete, for the purpose of acquiring such entity; orthat entity or arranging the acquisition of that entity by any person or entity other than U.S. Concrete. (vb) except on behalf of TCI or any Subsidiary, disclose customers, whether in existence or proposed, of the Company to any Person, for any reason or purpose whatsoever except to the extent that the Company has in the past disclosed such information to the public for valid business reasons. Notwithstanding the above, the foregoing covenant Section 9.01(a) shall not be deemed to prohibit any Stockholder from acquiring acquiring, as a passive investment investor with no involvement in the operations of the business, not more than one percent (1%) of the capital stock of a competing business Competitive Business whose stock is publicly traded on a national securities exchange exchange, the Nasdaq National Market or over-the-counter.

Prohibited Activities. Except as The STOCKHOLDERS and solely to the extent set forth individuals listed on Schedule 13.1 hereto, the Stockholders 13.1(a) (who shall be deemed to be STOCKHOLDERS for all purposes of this Section 13) will not, for a period of five commencing on the Closing Date and ending on the date that is four (54) years following the Funding and Consummation Closing Date, for any reason whatsoever, directly or indirectly, for themselves or on behalf of or in conjunction with any other Person person, company, partnership, corporation or Personsbusiness of whatever nature: (i) engage, as an officer, director, shareholder, owner, partner, joint venturer, or in a managerial capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in any heavy-duty truckheating, trailer and/or bus components business ventilation, air conditioning, energy or operation or related environmental services business in direct competition with TCI HOLDING or any of the Subsidiaries subsidiaries thereof, within the United States of America or within 100 miles of where the Company COMPANY or any of its subsidiaries or any of the Other Founding Companies conducted business prior to the Funding and Consummation Date or within effectiveness of the one-year period prior to the Funding and Consummation Date Merger (the "Territory")) ; (ii) call upon any individual person who is, at that time, within the Territory, an employee of TCI HOLDING (including the subsidiaries thereof) in a sales representative or any Subsidiary thereof managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of TCI HOLDING (including the subsidiaries thereof), provided that each STOCKHOLDER shall be permitted to call upon and hire any member of his or any Subsidiary thereofher immediate family; (iii) call upon any Person person or entity which is, at that time, or which has been, within the one-one (1) year prior to the Funding and Consummation Closing Date, a customer of TCI or any Subsidiary HOLDING (including the subsidiaries thereof), of the Company COMPANY or of any of the Other Founding Companies within the Territory for the purpose of soliciting or selling products or services in direct competition with TCI HOLDING (or any of the subsidiaries thereof) within the Territory; (iv) call upon any prospective acquisition candidate, on any StockholderSTOCKHOLDER's own behalf or on behalf of any competitor in the heavy-duty truckheating, trailer ventilation, air conditioning, energy or bus components business or operation or any related environmental services business, which candidate, to the actual knowledge of such Stockholder STOCKHOLDER after due inquiry, was called upon by TCI or any Subsidiary thereof HOLDING (including the subsidiaries thereof) or for which, to the actual knowledge of such Stockholder STOCKHOLDER after due inquiry, TCI HOLDING (or any Subsidiary thereof subsidiary thereof) made an acquisition analysis, for the purpose of acquiring such entity; or (v) except on behalf of TCI or any Subsidiary, disclose customers, whether in existence or proposed, of the Company COMPANY to any Personperson, firm, partnership, corporation or business for any reason or purpose whatsoever except to the extent that the Company COMPANY has in the past disclosed such information to the public for valid business reasons. Notwithstanding the above, (A) the foregoing covenant covenants shall not be deemed to prohibit any Stockholder STOCKHOLDER from acquiring as a passive an investment not more than one percent (1%) of the capital stock of a competing business whose stock is traded on a national securities exchange or over-the-counter, (B) the foregoing covenants shall not be deemed to apply to any STOCKHOLDER listed on Schedule 13.1(b), each of whom either (i) beneficially owns less than 3% of the COMPANY's outstanding common stock or (ii) only holds shares of the Company's outstanding preferred stock and (C) each of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ shall be entitled to be stockholders of, and to spend, on average, up to 10% of their professional time with respect to the business and operations of, each of Hill York Sales & Service, Conditioned Air Corporation of Naples, Inc., Couse Air Conditioning and Hill York Limited (Bahamian).

Prohibited Activities. Except as and solely to the extent set forth on Schedule 13.1 hereto, the Stockholders The STOCKHOLDERS will not, for a period of five four (54) years following the Funding and Consummation Closing Date, for any reason whatsoever, directly or indirectly, for themselves or on behalf of or in conjunction with any other Person person, company, partnership, corporation or Personsbusiness of whatever nature: (ia) engage, as an officer, director, shareholder, owner, partner, joint venturer, or in a managerial capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in any heavy-duty truck, trailer and/or bus components business selling any products or operation or related services business in direct competition with TCI CTS or any of the Subsidiaries subsidiaries thereof, within 100 miles of where the Company COMPANY or any of its subsidiaries or any of the Other Founding Companies conducted business prior to the Funding and Consummation Date or within effectiveness of the one-year period prior to the Funding and Consummation Date Merger (the "Territory")) ; (iib) call upon any individual person who is, at that time, within the Territory, an employee of TCI CTS (including the subsidiaries thereof) in a sales representative or any Subsidiary thereof managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of TCI CTS (including the subsidiaries thereof), provided that each STOCKHOLDER shall be permitted to call upon and hire any member of his or any Subsidiary thereofher immediate family; (iiic) call upon any Person person or entity which is, at that time, or which has been, within the one-one (1) year prior to the Funding and Consummation Closing Date, a customer of TCI or any Subsidiary CTS (including the subsidiaries thereof), of the Company COMPANY or of any of the Other Founding Companies within the Territory for the purpose of soliciting or selling products or services in direct competition with TCI CTS within the Territory; (ivd) call upon any prospective acquisition candidate, on any StockholderSTOCKHOLDER's own behalf or on behalf of any competitor in similar or incidental businesses or activities described in the heavy-duty truck, trailer or bus components business or operation or any related services businessRegistration Statement, which candidate, to the actual knowledge of such Stockholder STOCKHOLDER after due inquiry, was called upon by TCI or any Subsidiary thereof CTS (including the subsidiaries thereof) or for which, to the actual knowledge of such Stockholder STOCKHOLDER after due inquiry, TCI CTS (or any Subsidiary thereof subsidiary thereof) made an acquisition analysis, for the purpose of acquiring such entity; or (ve) except on behalf of TCI or any Subsidiary, disclose customers, whether in existence or proposed, of the Company COMPANY to any Personperson, firm, partnership, corporation or business for any reason or purpose whatsoever except to the extent that the Company COMPANY has in the past disclosed such information to the public for valid business reasons. Notwithstanding reasons or disclosure is specifically required by law; provided, however, in the aboveevent disclosure is required by law, the foregoing covenant STOCKHOLDERS shall not be deemed provide CTS with prompt notice of such requirement prior to prohibit making any Stockholder from acquiring as disclosure so that CTS may seek a passive investment not more than one percent (1%) of the capital stock of a competing business whose stock is traded on a national securities exchange or over-the-counterprotective order.

Prohibited Activities. Except as Each Selling Stockholder agrees, severally and solely to the extent set forth on Schedule 13.1 heretonot jointly with any other Person, the Stockholders that he or she will not, for a during the period beginning on the date hereof and ending on the third anniversary of five (5) years following the Funding and Consummation Closing Date, for any reason whatsoever, directly or indirectly, for themselves any reason, for his or her own account, or on behalf of of, or in conjunction with together with, any other Person except for, and on behalf of, the Company or Personsany Company Subsidiary: (ia) engage, be engaged as an officer, director, shareholder, officer or director or in any other managerial or sales capacity or as an owner, partner, joint venturer, co-owner or in a managerial capacityother investor of or in, whether as an employee, independent contractor, consultant or advisor, or as a sales representativerepresentative or distributor of any kind, in a business that sells any heavy-duty truck, trailer and/or bus components business products or operation or related provides any services business in direct competition with TCI the Company, any Company Subsidiary, or IDG or any Subsidiary of IDG (IDG and its Subsidiaries collectively being "IDG" for purposes of this Article X) within a radius of 100 miles of each location in which any of the Subsidiaries thereof, within 100 miles of where Company or any Company Subsidiary or IDG was engaged in the Company conducted business prior to Business on the Funding and Consummation Date date hereof or within on the one-year period prior to the Funding and Consummation Closing Date (those locations collectively being the "Territory"); (iib) call upon on any individual natural person who is at that time employed by the Company, any Company Subsidiary, or IDG in any managerial or sales capacity with the purpose or intent of attracting that person from the employ of the Company, any Company Subsidiary, or IDG; (c) call on any Person who at that time is, or at any time within one year prior to that timetime was, a customer of the Company, any Company Subsidiary, or IDG within the Territory, an employee of TCI or any Subsidiary thereof for with whom the purpose or with the intent of enticing such employee away from or out of the employ of TCI or any Subsidiary thereof; (iii) call upon any Person which isSelling Stockholder had knowledge of, at and contact with, that timecustomer relationship, or which has been, within the one-year prior to the Funding and Consummation Date, a customer of TCI or any Subsidiary thereof, of the Company or of any of the Other Founding Companies within the Territory for the purpose of soliciting or selling products any product or services service in direct competition with TCI the Company, any Company Subsidiary, or IDG within the Territory;; or (ivd) call upon any prospective acquisition candidate, on any Stockholder's own behalf or on behalf of any competitor in IDG Acquisition Candidate, with the heavy-duty truck, trailer or bus components business or operation or any related services business, which candidate, to the actual knowledge of such Stockholder after due inquiry, was called upon by TCI or any Subsidiary thereof or for which, to the actual knowledge of such Stockholder after due inquiry, TCI or any Subsidiary thereof made that Person's status as an acquisition analysisIDG Acquisition Candidate, for the purpose of acquiring such entity; or (v) except on behalf that Person or arranging the acquisition of TCI or that Person by any Subsidiary, disclose customers, whether in existence or proposed, of the Company to any Person, for any reason or purpose whatsoever except to the extent that the Company has in the past disclosed such information to the public for valid business reasonsPerson other than IDG. Notwithstanding the aboveforegoing, the foregoing covenant shall not be deemed to prohibit any Selling Stockholder from acquiring may own and hold as a passive investment not more than up to one percent (1%) of the capital stock outstanding Capital Stock of a competing business whose stock Entity if that class of Capital Stock is traded listed for trading or quotation on a national securities or regional stock exchange registered with the SEC or over-the-counteron The Nasdaq National Stock Market.