Common use of Restrictive Covenants Clause in Contracts

Restrictive Covenants. (a) Commencing on and for a period of eighteen (18) months following the Closing Date (the “Restricted Period”), the Seller shall not, and shall cause its Affiliates not to, directly or indirectly, solicit for employment, offer to hire, hire or enter into any employment agreement or similar arrangement with any of the Company Group’s senior executive employees as of the date hereof and as of the Closing (each, a “Restricted Person”); provided, that such prohibition shall not apply to (i) solicitations made to the public or the industry generally through advertising or electronic listing which are not specifically targeted at any such Restricted Person or (ii) the solicitation or hiring of any Restricted Person who was not otherwise employed by the Buyer or its Affiliates (including any member of the Company Group after the Closing) for six (6) months prior to such hiring. (b) The Seller covenants and agrees that, following the Closing Date, the Seller shall not, and shall cause its Affiliates not to, disclose, and shall direct the Sponsors to, treat and hold as strictly confidential, all Company Group Confidential Information. The Seller covenants and agrees to take all reasonable steps (and to cause each of its Affiliates to take all reasonable steps) to safeguard such Company Group Confidential Information and to protect it against disclosure. In the event that the Seller or its Affiliates is requested or required to disclose any Company Group Confidential Information, the Seller shall or shall cause such Person to notify the Buyer promptly of the request or requirement so that the Buyer may (at Buyer’s expense) seek an appropriate protective order or waive compliance with the provisions of this Section 7.27(b). If, in the absence of a protective order or the receipt of a waiver hereunder, the Seller or any of its Affiliates is compelled to disclose any Company Group Confidential Information to any Governmental Authority, such Person may disclose the Company Group Confidential Information to the Governmental Authority; provided, that the Seller shall or shall cause such Person to use such Person’s reasonable best efforts to obtain, at the request of the Buyer and at the Buyer’s sole cost and expense, an order or other assurance that confidential treatment shall be accorded to such portion of the Company Group Confidential Information required to be disclosed as the Buyer shall designate. Notwithstanding the foregoing, the provisions of this Section 7.27(b) shall not apply to (a) any items of Company Group Confidential Information which are or which become part of the public domain other than as a direct or indirect result of disclosure in breach of this Agreement by the Seller or any of its Affiliates or any Sponsor; (b) any items of Company Group Confidential Information which the Seller or the Sponsors can reasonably demonstrate were independently developed by the Seller or its Affiliates without breaching any of their obligations under this Agreement or applicable Law; (c) any items of Company Group Confidential Information which the Seller or any of its Affiliates (including the Sponsors) lawfully receives on a non-confidential basis in good faith from a third party (other than Representatives of the Company Group) which is not, to the knowledge of the Seller or the applicable Sponsor, under any contractual obligation of confidentiality, or any other legal or fiduciary obligation of confidentiality, with respect to such Company Group Confidential Information; or (d) any items of the Company Group Confidential Information approved for release by written authorization of the Buyer. Notwithstanding the foregoing or anything in this Agreement to the contrary, the Buyer acknowledges that (i) the Seller and its Affiliates, and their respective investment funds and accounts (collectively, the “KPS Funds”) and their respective employees and other representatives (collectively, the “KPS Group”) are engaged in the business of making investments in a variety of companies at various stages of development (the “Investment Business”), (ii) in the course of carrying on the Investment Business, members of the KPS Group receive and review confidential and proprietary information from many sources, invest in many companies, and mentor, advise and otherwise interact with (including by providing individuals to serve on the boards of) investee/portfolio companies, any of which may be competitive with or otherwise adverse to the Company Group and (iii) it is not the intention of the Parties that this Agreement interfere with the ability of the KPS Group to carry on the Investment Business, including the investment in entities competitive with the Buyer or the Company or its Subsidiaries; provided, that, in each case, no Company Group Confidential Information is used or disclosed in connection therewith in breach of this Agreement. The Buyer further acknowledges that certain information relating to the Company Group and their industries gained from access to the Company Group Confidential Information may not be capable of being separated from the KPS Group’s overall knowledge; therefore, provided that neither the KPS Funds nor their respective employees or other representatives disclose any Company Group Confidential Information in violation of this Agreement, the KPS Group will not be deemed to have violated this Agreement solely to the extent Residual Information is used internally in the ordinary course by the KPS Group in connection with the Investment Business. For purposes of this Agreement, “Residual Information” means any information that is retained in the unaided memories of individuals associated with the KPS Group without specific or intentional reference to written or electronic information; provided, that such individuals’ access to the Company Group Confidential Information was not in breach of this Agreement. For purposes hereunder, memory is unaided if (x) such party did not intentionally memorize or otherwise mentally retain for reference the Residual Information for the purpose of retaining it and later using it or disclosing it to a third party, and (y) at the time of such later use such party was not consciously aware (or should reasonably have been aware) that such party was using the Residual Information. In connection with the Investment Business, the KPS Funds make investments in companies in the ordinary course of business and, as a result of such investments, such companies may be deemed to be affiliated or associated with the Restricted Party or the KPS Funds. In addition, certain persons that may be deemed to be affiliated with the Restricted Party or the KPS Funds represent large institutions which the Restricted Party does not control. So long as the KPS Funds do not make any Company Group Confidential Information available to such portfolio companies, individuals or entities, the terms of this Agreement shall not apply to such portfolio companies, individuals or entities; provided, that for the avoidance of doubt, Company Group Confidential Information shall not be imputed to any portfolio companies solely by virtue of the fact that a director, officer or employee of the KPS Funds or their respective representatives that serves as a director (or on any other governing body) of such portfolio company has knowledge of Company Group Confidential Information.

Restrictive Covenants. The Selling Members acknowledge and agree that substantial and valuable assets being transferred hereunder include the Material Agreements, Intellectual Property, business relationships and associated goodwill of the Company, and that the relationships which the Company has with its employees and independent contractors (aincluding as a result of this transaction) Commencing on are significant business relationships necessary for Pubco to continue to operate the business being acquired hereunder. The Selling Members further acknowledge and for a period of eighteen (18) months agree that, following the Closing Date (the “Restricted Period”)Closing, the Seller shall not, and shall cause its Affiliates not tothey may, directly or indirectly, solicit continue to have access to the aforesaid assets and relationships, as well as access to similar assets and relationships of Pubco and its subsidiaries, by virtue of the employment of one or more of the Selling Members with Pubco following the Closing. The Selling Members further acknowledge and agree that Pubco has a reasonable, necessary and legitimate business interest in protecting the aforesaid assets, relationships and businesses, and that the covenants set forth below are reasonable and necessary in order to protect these legitimate business interests. In addition, the Selling Members acknowledge and agree that monetary damages will not be an adequate remedy for employment, offer to hire, hire or enter into any employment agreement or similar arrangement with material breach of any of their covenants contained in this Section 5, and that irreparable injury may result to Pubco, or its successors in interest, in the Company Group’s senior executive employees event of any such material breach. Accordingly, each Selling Member severally agrees to the following restrictions which are specifically applicable to such Selling Member: (a) Except for services provided on behalf of Pubco or its subsidiaries, Selling Members will refrain from Carrying on a Business, directly or indirectly, which provides any Business Services within the Restricted Territory (each as defined below). The restrictions contained in this Section 5.08(a) shall terminate on the last day of the date hereof and as of three (3) year period following the Closing (each, a “Restricted Person”); provided, that such prohibition shall not apply to (i) solicitations made to the public or the industry generally through advertising or electronic listing which are not specifically targeted at any such Restricted Person or (ii) the solicitation or hiring of any Restricted Person who was not otherwise employed by the Buyer or its Affiliates (including any member of the Company Group after the Closing) for six (6) months prior to such hiringDate. (b) The Seller covenants and agrees that, following the Closing Date, the Seller shall Selling Member will not, and shall cause its Affiliates not todirectly or indirectly solicit, disclosehire or retain the employment, and shall direct the Sponsors to, treat and hold as strictly confidential, all Company Group Confidential Information. The Seller covenants and agrees to take all reasonable steps (and to cause each consulting or other services of its Affiliates to take all reasonable steps) to safeguard such Company Group Confidential Information and to protect it against disclosure. In the event that the Seller or its Affiliates is requested or required to disclose any Company Group Confidential Information, the Seller shall or shall cause such Person to notify the Buyer promptly employee of the request or requirement so that the Buyer may (at Buyer’s expense) seek an appropriate protective order or waive compliance with the provisions of this Section 7.27(b). If, in the absence of a protective order or the receipt of a waiver hereunder, the Seller Pubco or any of its Affiliates is compelled subsidiaries, or otherwise induce any such employee to disclose any Company Group Confidential Information terminate his or her relationship, or to any Governmental Authority, such Person may disclose the Company Group Confidential Information to the Governmental Authority; provided, that the Seller shall or shall cause such Person to use such Person’s reasonable best efforts to obtain, at the request of the Buyer and at the Buyer’s sole cost and expense, breach an order or other assurance that confidential treatment shall be accorded to such portion of the Company Group Confidential Information required to be disclosed as the Buyer shall designate. Notwithstanding the foregoing, the provisions of this Section 7.27(b) shall not apply to (a) any items of Company Group Confidential Information which are or which become part of the public domain other than as a direct or indirect result of disclosure in breach of this Agreement by the Seller employment agreement with Pubco or any of its Affiliates subsidiaries. The restrictions contained in this Section 5.08(b) shall terminate on the later of (A) the last day of the (3) year period following the Closing Date or (B) the last day of the three (3) year period following the effective date of the termination of such Selling Member’s employment with Pubco or any Sponsor; (b) any items of Company Group Confidential Information which the Seller subsidiary or the Sponsors can reasonably demonstrate were independently developed by the Seller or its Affiliates without breaching any of their obligations under this Agreement or applicable Law; successors in interest. (c) any items of Company Group Confidential Information which the Seller or any of its Affiliates (including the Sponsors) lawfully receives on a non-confidential basis in good faith from a third party (other than Representatives of the Company Group) which is not, to the knowledge of the Seller or the applicable Sponsor, under any contractual obligation of confidentiality, or any other legal or fiduciary obligation of confidentiality, with respect to such Company Group Confidential Information; or (d) any items of the Company Group Confidential Information approved for release by written authorization of the Buyer. Notwithstanding the foregoing or anything The following terms used in this Agreement to Section 5 shall have the contrary, the Buyer acknowledges that (i) the Seller and its Affiliates, and their respective investment funds and accounts (collectively, the “KPS Funds”) and their respective employees and other representatives (collectively, the “KPS Group”) are engaged in the business of making investments in a variety of companies at various stages of development (the “Investment Business”), (ii) in the course of carrying on the Investment Business, members of the KPS Group receive and review confidential and proprietary information from many sources, invest in many companies, and mentor, advise and otherwise interact with (including by providing individuals to serve on the boards of) investee/portfolio companies, any of which may be competitive with or otherwise adverse to the Company Group and (iii) it is not the intention of the Parties that this Agreement interfere with the ability of the KPS Group to carry on the Investment Business, including the investment in entities competitive with the Buyer or the Company or its Subsidiaries; provided, that, in each case, no Company Group Confidential Information is used or disclosed in connection therewith in breach of this Agreement. The Buyer further acknowledges that certain information relating to the Company Group and their industries gained from access to the Company Group Confidential Information may not be capable of being separated from the KPS Group’s overall knowledge; therefore, provided that neither the KPS Funds nor their respective employees or other representatives disclose any Company Group Confidential Information in violation of this Agreement, the KPS Group will not be deemed to have violated this Agreement solely to the extent Residual Information is used internally in the ordinary course by the KPS Group in connection with the Investment Business. For purposes of this Agreement, “Residual Information” means any information that is retained in the unaided memories of individuals associated with the KPS Group without specific or intentional reference to written or electronic information; provided, that such individuals’ access to the Company Group Confidential Information was not in breach of this Agreement. For purposes hereunder, memory is unaided if (x) such party did not intentionally memorize or otherwise mentally retain for reference the Residual Information for the purpose of retaining it and later using it or disclosing it to a third party, and (y) at the time of such later use such party was not consciously aware (or should reasonably have been aware) that such party was using the Residual Information. In connection with the Investment Business, the KPS Funds make investments in companies in the ordinary course of business and, as a result of such investments, such companies may be deemed to be affiliated or associated with the Restricted Party or the KPS Funds. In addition, certain persons that may be deemed to be affiliated with the Restricted Party or the KPS Funds represent large institutions which the Restricted Party does not control. So long as the KPS Funds do not make any Company Group Confidential Information available to such portfolio companies, individuals or entities, the terms of this Agreement shall not apply to such portfolio companies, individuals or entities; provided, that for the avoidance of doubt, Company Group Confidential Information shall not be imputed to any portfolio companies solely by virtue of the fact that a director, officer or employee of the KPS Funds or their respective representatives that serves as a director (or on any other governing body) of such portfolio company has knowledge of Company Group Confidential Information.meanings set forth below:

Restrictive Covenants. (a5.1 For good and valuable consideration hereby acknowledged to have been received, the Employee hereby further covenants and agrees that he: 1) Commencing shall not while he remains an Employee of the Employer, either alone or in conjunction with any other person of corporation as principal, agent, or employee or in any manner whatsoever, directly or indirectly carry on or be interested or advise, lend money to, or guarantee the obligations of any business carried on at that time by Employer; 2) shall not while he remains an Employee of the Employer and for a period of eighteen three (183) months following the Closing Date (the “Restricted Period”)years thereafter, the Seller shall notemploy or try to employ any person who, and shall cause its Affiliates not toat such moment, is employed by Employer or try, directly or indirectly, to entice such person to quit his employment without the prior written approval of the Employer; 3) shall not while he remains an Employee of Employer and for a period of three (3) years thereafter, try, directly or indirectly, to solicit for employment, offer to hire, hire or enter into any employment agreement or similar arrangement with any of the Company Group’s senior executive employees as suppliers or clients of Employer for the purposes of competing with Employer; and 4) shall not while he remains an Employee of the date hereof Employer and as for a period of three (3) years thereafter, divulge or use for his benefit or for the benefit of any person, firm, partner, subsidiary, association, corporation or other entity, any confidential or proprietary information concerning Employer or the business of Employer which may have been communicated to the Employee for the purpose of carrying out the terms of this agreement or otherwise. 5.2 If any part of clause of the Closing (eachforegoing paragraph 5.1 be determined to be void or enforceable in whole or in part, a “Restricted Person”); provided, that such prohibition it shall not apply be deemed to (i) solicitations made to affect the public or the industry generally through advertising or electronic listing which are not specifically targeted at any such Restricted Person or (ii) the solicitation or hiring of any Restricted Person who was not otherwise employed by the Buyer or its Affiliates (including any member validity of the Company Group after the Closing) for six (6) months prior to such hiring. (b) The Seller covenants remainder thereof, each part or clause being hereby declared separate and agrees that, following the Closing Date, the Seller shall not, and shall cause its Affiliates not to, disclose, and shall direct the Sponsors to, treat and hold as strictly confidential, all Company Group Confidential Information. The Seller covenants and agrees to take all reasonable steps (and to cause each of its Affiliates to take all reasonable steps) to safeguard such Company Group Confidential Information and to protect it against disclosuredistinct covenants. In the event that the Seller this covenant not to compete shall be determined by any Court to be too broad in geographic restriction, or its Affiliates is requested too broad in scope, or required to disclose any Company Group Confidential Informationendure for too long a period of time, the Seller shall or shall cause such Person Employee agrees that said covenant not to notify the Buyer promptly of the request or requirement so that the Buyer may (at Buyer’s expense) seek an appropriate protective order or waive compliance with the provisions of this Section 7.27(b). If, in the absence of a protective order or the receipt of a waiver hereunder, the Seller or any of its Affiliates is compelled to disclose any Company Group Confidential Information to any Governmental Authority, such Person may disclose the Company Group Confidential Information to the Governmental Authority; provided, that the Seller shall or shall cause such Person to use such Person’s reasonable best efforts to obtain, at the request of the Buyer and at the Buyer’s sole cost and expense, an order or other assurance that confidential treatment compete shall be accorded to only for such portion geographical area, scope and period of time determined by the Company Group Confidential Information required Court to be disclosed as the Buyer shall designate. Notwithstanding the foregoing, the provisions of this Section 7.27(b) shall not apply to (a) reasonable. 5.3 The Employee acknowledges and recognizes that any items of Company Group Confidential Information which are or which become breach on his part of the public domain other than as a direct covenants set forth in subparagraphs 5.1 1), 2), 3) and 4) above can cause the Employer irreparable damage and the Employer shall have the right to institute injunctive proceedings against the Employer to prevent any continued or indirect result of disclosure further breach, in breach of this Agreement by the Seller or any of its Affiliates or any Sponsor; (b) any items of Company Group Confidential Information which the Seller or the Sponsors can reasonably demonstrate were independently developed by the Seller or its Affiliates without breaching any of their obligations under this Agreement or applicable Law; (c) any items of Company Group Confidential Information which the Seller or any of its Affiliates (including the Sponsors) lawfully receives on a non-confidential basis in good faith from a third party (other than Representatives of the Company Group) which is not, addition to the knowledge of the Seller or the applicable Sponsor, under any contractual obligation of confidentiality, or any other legal rights, claims or fiduciary obligation of confidentiality, with respect recourses that the Employer may have in law. 5.4 The Employee further declares that the restrictive covenants set forth in for him to such Company Group Confidential Information; or (d) any items of the Company Group Confidential Information approved for release by written authorization of the Buyer. Notwithstanding the foregoing or anything in this Agreement to the contrary, the Buyer acknowledges that (i) the Seller and its Affiliates, and their respective investment funds and accounts (collectively, the “KPS Funds”) and their respective employees and other representatives (collectively, the “KPS Group”) are engaged in the business of making investments in earn a variety of companies at various stages of development (the “Investment Business”), (ii) in the course of carrying on the Investment Business, members of the KPS Group receive and review confidential and proprietary information from many sources, invest in many companies, and mentor, advise and otherwise interact with (including by providing individuals to serve on the boards of) investee/portfolio companies, any of which may be competitive with or otherwise adverse to the Company Group and (iii) it is not the intention of the Parties that this Agreement interfere with the ability of the KPS Group to carry on the Investment Business, including the investment in entities competitive with the Buyer or the Company or its Subsidiaries; provided, that, in each case, no Company Group Confidential Information is used or disclosed in connection therewith in breach of this Agreement. The Buyer further acknowledges that certain information relating to the Company Group and their industries gained from access to the Company Group Confidential Information may not be capable of being separated from the KPS Group’s overall knowledge; therefore, provided that neither the KPS Funds nor their respective employees or other representatives disclose any Company Group Confidential Information in violation of this Agreement, the KPS Group will not be deemed to have violated this Agreement solely to the extent Residual Information is used internally in the ordinary course by the KPS Group in connection with the Investment Business. For purposes of this Agreement, “Residual Information” means any information that is retained in the unaided memories of individuals associated with the KPS Group without specific or intentional reference to written or electronic information; provided, that such individuals’ access to the Company Group Confidential Information was not in breach of this Agreement. For purposes hereunder, memory is unaided if (x) such party did not intentionally memorize or otherwise mentally retain for reference the Residual Information for the purpose of retaining it and later using it or disclosing it to a third party, and (y) at the time of such later use such party was not consciously aware (or should reasonably have been aware) that such party was using the Residual Information. In connection with the Investment Business, the KPS Funds make investments in companies in the ordinary course of business and, as a result of such investments, such companies may be deemed to be affiliated or associated with the Restricted Party or the KPS Funds. In addition, certain persons that may be deemed to be affiliated with the Restricted Party or the KPS Funds represent large institutions which the Restricted Party does not control. So long as the KPS Funds do not make any Company Group Confidential Information available to such portfolio companies, individuals or entities, the terms of this Agreement shall not apply to such portfolio companies, individuals or entities; provided, that for the avoidance of doubt, Company Group Confidential Information shall not be imputed to any portfolio companies solely by virtue of the fact that a director, officer or employee of the KPS Funds or their respective representatives that serves as a director (or on any other governing body) of such portfolio company has knowledge of Company Group Confidential Informationlivelihood.

Restrictive Covenants. (a) Commencing To ensure that Buyer receives the expected benefits of acquiring the Business, Seller agrees that, throughout the period that begins on and for a period of eighteen (18) months following the Closing Date (and ends on the “Restricted Period”)third anniversary of the Closing Date, the Seller shall will not, and shall will cause each of the Other Sellers and its and their respective Affiliates not toto not, directly or indirectly, employ, attempt to employ, or solicit for employment, offer to hire, hire employment any Business Employee who is employed by Buyer or enter into any employment agreement or similar arrangement with any of its Affiliates immediately following the Company Group’s senior executive employees as of the date hereof and as of the Closing (each, a “Restricted Person”)Closing; provided, however, that such prohibition shall not apply to nothing herein prohibits Seller and the Other Sellers or any of their Affiliates from any (i) solicitations made to general solicitation for employment (including in any newspaper or magazine, over the public internet or the industry generally through advertising by any search or electronic listing which are employment agency) if not specifically targeted at any such Restricted Person directed towards the Business Employees or (ii) the solicitation soliciting for employment or hiring any individual who at the time of such solicitation and hiring is not employed by Buyer or any Restricted Person who Affiliate of Buyer, provided that such individual’s employment with Buyer or such Affiliate of Buyer was not otherwise employed terminated voluntarily by the Buyer or its Affiliates (including any member such individual within six months of the Company Group after the Closing) for six (6) months prior to date on which such hiringsolicitation is made. (b) The To ensure that Buyer receives the expected benefits of acquiring the Business, Seller covenants and agrees that, following throughout the period that begins on the Closing Date and ends on the third anniversary of the Closing Date, Seller will cause the executive officers of Seller shall not, and shall cause its Affiliates the Other Sellers not to, disclose, and shall will direct the Sponsors other employees of Seller and the Other Sellers not to, treat and hold as strictly confidentialcriticize or disparage in any manner or by any means (whether written or oral, all Company Group Confidential Informationexpress or implied) the Business, Purchased Entities or Buyer or any aspect of Buyer’s or any Purchased Entity’s management, policies, operations, products (including the Products), services, practices or personnel. The foregoing shall not be violated by truthful statements, including in response to any Proceeding (including depositions in connection with such Proceedings). (c) Seller covenants acknowledges and agrees to take all reasonable steps that (and to cause each of its Affiliates to take all reasonable stepsi) to safeguard such Company Group Confidential Information and to protect it against disclosure. In the event that the Seller or its Affiliates is requested or required to disclose any Company Group Confidential Information, the Seller shall or shall cause such Person to notify the Buyer promptly of the request or requirement so that the Buyer may (at Buyer’s expense) seek an appropriate protective order or waive compliance with the provisions of this Section 7.27(b). If6.20 is reasonable and necessary to ensure that Buyer receives the expected benefits of acquiring the Business, (ii) Buyer has refused to enter into this Agreement in the absence of a protective order or this Section 6.20 and (iii) breach of this Section 6.20 may harm Buyer to such an extent that monetary damages alone may be an inadequate remedy and Buyer may not have an adequate remedy at Law. Therefore, in the receipt event of a waiver hereunderbreach by Seller, the an Other Seller or any of its their respective Affiliates is compelled to disclose any Company Group Confidential Information to any Governmental Authority, such Person may disclose the Company Group Confidential Information to the Governmental Authority; provided, that the Seller shall or shall cause such Person to use such Person’s reasonable best efforts to obtain, at the request of the Buyer and at the Buyer’s sole cost and expense, an order or other assurance that confidential treatment shall be accorded to such portion of the Company Group Confidential Information required to be disclosed as the Buyer shall designate. Notwithstanding the foregoing, the provisions of this Section 7.27(b6.20, Buyer (in addition to all other remedies it may have) shall not apply will be entitled to seek an injunction and other equitable relief (awithout posting any bond or other security) restraining Seller and the Other Sellers (or any items Affiliate of Company Group Confidential Information which are Seller or which become part of the public domain other than as a direct Other Seller) from committing or indirect result of disclosure in continuing such breach of and to enforce specifically this Agreement by the Seller or any of its Affiliates or any Sponsor; (b) any items of Company Group Confidential Information which the Seller or the Sponsors can reasonably demonstrate were independently developed by the Seller or its Affiliates without breaching any of their obligations under this Agreement or applicable Law; (c) any items of Company Group Confidential Information which the Seller or any of its Affiliates (including the Sponsors) lawfully receives on a non-confidential basis in good faith from a third party (other than Representatives of the Company Group) which is not, to the knowledge of the Seller or the applicable Sponsor, under any contractual obligation of confidentiality, or any other legal or fiduciary obligation of confidentiality, with respect to such Company Group Confidential Information; or (d) any items of the Company Group Confidential Information approved for release by written authorization of the Buyer. Notwithstanding the foregoing or anything in this Agreement to the contrary, the Buyer acknowledges that (i) the Seller and its Affiliates, and their respective investment funds and accounts (collectively, the “KPS Funds”) and their respective employees and other representatives (collectively, the “KPS Group”) are engaged in the business of making investments in a variety of companies at various stages of development (the “Investment Business”), (ii) in the course of carrying on the Investment Business, members of the KPS Group receive and review confidential and proprietary information from many sources, invest in many companies, and mentor, advise and otherwise interact with (including by providing individuals to serve on the boards of) investee/portfolio companies, any of which may be competitive with or otherwise adverse to the Company Group and (iii) it is not the intention of the Parties that this Agreement interfere with the ability of the KPS Group to carry on the Investment Business, including the investment in entities competitive with the Buyer or the Company or its Subsidiaries; provided, that, in each case, no Company Group Confidential Information is used or disclosed in connection therewith in breach of this Agreement. The Buyer further acknowledges that certain information relating to the Company Group and their industries gained from access to the Company Group Confidential Information may not be capable of being separated from the KPS Group’s overall knowledge; therefore, provided that neither the KPS Funds nor their respective employees or other representatives disclose any Company Group Confidential Information in violation of this Agreement, the KPS Group will not be deemed to have violated this Agreement solely to the extent Residual Information is used internally in the ordinary course by the KPS Group in connection with the Investment Business. For purposes of this Agreement, “Residual Information” means any information that is retained in the unaided memories of individuals associated with the KPS Group without specific or intentional reference to written or electronic information; provided, that such individuals’ access to the Company Group Confidential Information was not in breach of this Agreement. For purposes hereunder, memory is unaided if (x) such party did not intentionally memorize or otherwise mentally retain for reference the Residual Information for the purpose of retaining it and later using it or disclosing it to a third party, and (y) at the time of such later use such party was not consciously aware (or should reasonably have been aware) that such party was using the Residual Information. In connection with the Investment Business, the KPS Funds make investments in companies in the ordinary course of business and, as a result of such investments, such companies may be deemed to be affiliated or associated with the Restricted Party or the KPS Funds. In addition, certain persons that may be deemed to be affiliated with the Restricted Party or the KPS Funds represent large institutions which the Restricted Party does not control. So long as the KPS Funds do not make any Company Group Confidential Information available to such portfolio companies, individuals or entities, the terms of this Agreement shall not apply to such portfolio companies, individuals or entities; provided, that for the avoidance of doubt, Company Group Confidential Information shall not be imputed to any portfolio companies solely by virtue of the fact that a director, officer or employee of the KPS Funds or their respective representatives that serves as a director (or on any other governing body) of such portfolio company has knowledge of Company Group Confidential Informationterms.

Restrictive Covenants. In exchange for receipt of consideration in the form of the Option pursuant to this Agreement, the potential of receiving Plan Awards in the future, continued employment, receipt of Confidential Information and Trade Secrets (a) Commencing on as defined in Exhibit D attached hereto), and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Optionee agrees that, for a period of eighteen (18) months following the Closing Date periods set forth in Exhibits A, B, C, and D attached hereto (the “Restricted Periodor Confidentiality Periods”), Optionee shall comply with each of the Seller shall notrestrictive covenants set forth in such exhibits (the “Restrictive Covenants”). The parties hereto recognize that Optionee may experience periodic material changes in his job title and/or to the principal duties, and shall cause its Affiliates not toresponsibilities or services that he is called upon to perform on the behalf of the Company. If Optionee experiences such a material job change, directly or indirectly, solicit for employment, offer Optionee agrees to hire, hire or enter into any employment agreement or similar arrangement with any of a signed, written addendum to Exhibit A hereto, as necessary, at the Company GroupCompany’s senior executive employees as of the date hereof and as of the Closing (eachrequest, a “Restricted Person”); provided, that reflecting such prohibition shall not apply to (i) solicitations made to the public or the industry generally through advertising or electronic listing which are not specifically targeted at any such Restricted Person or (ii) the solicitation or hiring of any Restricted Person who was not otherwise employed by the Buyer or its Affiliates (including any member of the Company Group after the Closing) for six (6) months prior to such hiring. (b) The Seller covenants and agrees that, following the Closing Date, the Seller shall not, and shall cause its Affiliates not to, disclose, and shall direct the Sponsors to, treat and hold as strictly confidential, all Company Group Confidential Informationmaterial change. The Seller covenants and agrees to take all reasonable steps (and to cause each of its Affiliates to take all reasonable steps) to safeguard such Company Group Confidential Information and to protect it against disclosure. In the event that the Seller or its Affiliates is requested or required to disclose any Company Group Confidential Information, the Seller shall or shall cause such Person to notify the Buyer promptly of the request or requirement so that the Buyer may (at Buyer’s expense) seek an appropriate protective order or waive compliance with the provisions of this Section 7.27(b). IfMoreover, in the absence event of a protective order or any material change in corporate organization on the receipt part of a waiver hereunderthe Direct Competitors set forth in Exhibit A hereto, the Seller or any of its Affiliates is compelled parties agree to disclose any Company Group Confidential Information to any Governmental Authorityamend Exhibit A, such Person may disclose the Company Group Confidential Information to the Governmental Authority; provided, that the Seller shall or shall cause such Person to use such Person’s reasonable best efforts to obtainas necessary, at the request Company’s request, in order to reflect such change. Upon execution, any such written modification to Exhibit A shall represent an enforceable amendment to this Agreement and shall augment and supplement the definitions of the Buyer and at the Buyer’s sole cost and expenseterms Executive Services or Direct Competitor set forth in Exhibit A hereto, an order or other assurance that confidential treatment shall be accorded to such portion of the Company Group Confidential Information required to be disclosed as the Buyer shall designateapplicable. Notwithstanding the foregoing, the provisions of this Section 7.27(b) shall not apply to (a) any items of Company Group Confidential Information which are or which become part of the public domain other than as a direct or indirect result of disclosure in breach of this Agreement by the Seller or any of its Affiliates or any Sponsor; (b) any items of Company Group Confidential Information which the Seller or the Sponsors can reasonably demonstrate were independently developed by the Seller or its Affiliates without breaching any of their obligations under this Agreement or applicable Law; (c) any items of Company Group Confidential Information which the Seller or any of its Affiliates (including the Sponsors) lawfully receives on a non-confidential basis in good faith from a third party (other than Representatives of the Company Group) which is not, to the knowledge of the Seller or the applicable Sponsor, under any contractual obligation of confidentiality, or any other legal or fiduciary obligation of confidentiality, with respect to such Company Group Confidential Information; or (d) any items of the Company Group Confidential Information approved for release by written authorization of the Buyer. Notwithstanding the foregoing or anything in this Agreement to the contrary, the Buyer Optionee acknowledges that (i) the Seller and its Affiliates, and their respective investment funds and accounts (collectively, the “KPS Funds”) and their respective employees and other representatives (collectively, the “KPS Group”) are engaged in the business of making investments in a variety of companies at various stages of development (the “Investment Business”), (ii) in the course of carrying on the Investment Business, members of the KPS Group receive and review confidential and proprietary information from many sources, invest in many companies, and mentor, advise and otherwise interact with (including by providing individuals to serve on the boards of) investee/portfolio companies, any of which may be competitive with or otherwise adverse to the Company Group and (iii) it is not the intention of the Parties that this Agreement interfere with the ability of the KPS Group to carry on the Investment Business, including the investment in entities competitive with the Buyer or the Company or its Subsidiaries; provided, that, in each case, no Company Group Confidential Information is used or disclosed in connection therewith in breach of this Agreement. The Buyer further acknowledges that certain information relating prior to the Company Group and their industries gained from access to the Company Group Confidential Information may not be capable of being separated from the KPS Group’s overall knowledge; therefore, provided that neither the KPS Funds nor their respective employees or other representatives disclose any Company Group Confidential Information in violation of this Agreement, the KPS Group Company has furnished and will not continue to furnish to Optionee Confidential Information and Trade Secrets (as defined in Exhibit D attached hereto) which could be deemed to have violated this Agreement solely used by a competitor of the Company to the extent Residual Information is used internally in Company’s substantial detriment. Moreover, the ordinary parties recognize that Optionee, during the course by the KPS Group in connection of his employment with the Investment Business. For purposes of this AgreementCompany, “Residual Information” means any information that is retained in the unaided memories of individuals associated has and will develop important relationships with customers and others having valuable business relationships with the KPS Group without specific or intentional reference to written or electronic information; providedCompany. In view of the foregoing, Optionee acknowledges and agrees that such individuals’ access the restrictive covenants contained in Exhibits A, B, C, and D to the Company Group Confidential Information was not in breach of this Agreement. For purposes hereunder, memory is unaided if (x) such party did not intentionally memorize or otherwise mentally retain for reference Agreement are reasonably necessary to protect the Residual Information for the purpose of retaining it Company’s legitimate business interests and later using it or disclosing it to a third party, and (y) at the time of such later use such party was not consciously aware (or should reasonably have been aware) that such party was using the Residual Information. In connection with the Investment Business, the KPS Funds make investments in companies in the ordinary course of business and, as a result of such investments, such companies may be deemed to be affiliated or associated with the Restricted Party or the KPS Funds. In addition, certain persons that may be deemed to be affiliated with the Restricted Party or the KPS Funds represent large institutions which the Restricted Party does not control. So long as the KPS Funds do not make any Company Group Confidential Information available to such portfolio companies, individuals or entities, the terms of this Agreement shall not apply to such portfolio companies, individuals or entities; provided, that for the avoidance of doubt, Company Group Confidential Information shall not be imputed to any portfolio companies solely by virtue of the fact that a director, officer or employee of the KPS Funds or their respective representatives that serves as a director (or on any other governing body) of such portfolio company has knowledge of Company Group Confidential Informationgood will.

Restrictive Covenants. (a) Commencing on and Parent agrees, to the maximum extent not violative of applicable Legal Requirements, that for a period of eighteen three (183) months years following the Closing Date (the “Restricted Period”)Date, the Seller Parent shall not, and shall cause its Affiliates not to, directly or indirectly, solicit for employment, offer to hire, employment or hire any Business Employee who is or enter into any employment agreement or similar arrangement with has been employed by any of the Company Group’s senior executive employees as Transferred Companies, at, or at any time within one (1) year prior to, the time of the date hereof and as act of the Closing (each, a “Restricted Person”)solicitation; provided, however, that (i) general solicitations, such prohibition as through newspaper advertisements, not directed at any Business Employees, will not be deemed to violate this Section 4.15(a); and (ii) this Section 4.15(a) shall not apply to (i) solicitations made to the public or the industry generally through advertising or electronic listing which are not specifically targeted at any such Restricted Person or (ii) the solicitation or hiring of any Restricted Person who was not otherwise employed by the Business Employee whose employment with Buyer or any of its Affiliates (Affiliates, including the Transferred Companies, is terminated by Buyer or any member of the Company Group after the Closing) for six (6) months prior to such hiringits Affiliates. (b) The Seller covenants and agrees thatParent agrees, to the maximum extent not violative of applicable Legal Requirements, that for a period of three (3) years following the Closing Date, the Seller Parent shall not, and shall cause its Affiliates not to, discloseengage in the Business in any country (the “Restricted Territory”) in which the Business conducts operations as of the Closing Date (the “Restricted Business”); provided, and however, that nothing herein shall direct the Sponsors to, treat and hold as strictly confidential, all Company Group Confidential Information. The Seller covenants and agrees be construed to take all reasonable steps (and to cause each of its Affiliates to take all reasonable steps) to safeguard such Company Group Confidential Information and to protect it against disclosure. In the event that the Seller prevent Parent or its Affiliates from (i) acquiring or owning, directly or indirectly, for investment purposes only, less than 5% of outstanding equity securities issued by any Person which Person (A) is requested publicly traded or required to disclose listed on any Company Group Confidential Informationstock exchange or automated quotation system and (B) engages, the Seller shall directly or shall cause such Person to notify the Buyer promptly of the request or requirement so that the Buyer may (at Buyer’s expense) seek an appropriate protective order or waive compliance with the provisions of this Section 7.27(b). Ifindirectly, in the absence Restricted Business in the Restricted Territory; (ii) acquiring any Entity or business that, directly or indirectly, engages in the Restricted Business in the Restricted Territory if less than 10% of the aggregate net revenue derived from the Business in the most recent complete fiscal year of such acquired Entity or business (calculated on a protective order or the receipt of a waiver hereunder, the Seller or any of its Affiliates is compelled to disclose any Company Group Confidential Information to any Governmental Authority, such Person may disclose the Company Group Confidential Information consolidated basis) was attributable to the Governmental AuthorityRestricted Business in the Restricted Territory; provided, that (iii) conducting any business conducted by them on the Seller shall or shall cause such Person to use such Person’s reasonable best efforts to obtain, at the request of the Buyer and at the Buyer’s sole cost and expense, an order or other assurance that confidential treatment shall be accorded to such portion of the Company Group Confidential Information required to be disclosed as the Buyer shall designate. Notwithstanding the foregoing, the provisions of this Section 7.27(b) shall not apply to (a) any items of Company Group Confidential Information which are or which become part of the public domain other than as a direct or indirect result of disclosure in breach date of this Agreement by (other than those conducted through the Seller Transferred Companies); or any of its Affiliates or any Sponsor; (biv) any items of Company Group Confidential Information which the Seller or the Sponsors can reasonably demonstrate were independently developed by the Seller or its Affiliates without breaching any of performing their obligations under this Agreement or any Ancillary Document. In the event Parent acquires, to the extent permitted by clause (ii) above, an Entity or business that, directly or indirectly, engages in the Restricted Business in the Restricted Territory, Parent will use, or will cause its applicable LawAffiliate to use, its commercially reasonable efforts to dispose of such portion of such Entity or business to the extent that it engages in the Restricted Business in the Restricted Territory within twelve (12) months of the consummation of such acquisition by Parent or such Affiliate. For a period of three (3) years following the Closing Date, Parent will, and will cause its Affiliates to, refrain from making, causing to be made, any public statement or announcement that disparages the Business or any director of a Transferred Company or any Key Employee; provided, however, that the foregoing shall not prevent the making of any factual statement as required by any Legal Requirement, any valid Order of a court of competent jurisdiction or any Proceeding. (c) Notwithstanding anything herein to the contrary, the restrictions set forth in Sections 4.15(a) and 4.15(b) will apply only to Parent Guarantor, Parent and Entities “controlled by” (as such term is defined in the definition of the term “Affiliate”) Parent Guarantor or Parent, and shall not apply to any items third Person or the Affiliates of Company Group Confidential Information such third Person (other than Parent and any Entities “controlled” by Parent Guarantor) that acquires Parent or any Entities “controlled” by Parent Guarantor, whether as a result of a merger, consolidation, other business combination, or acquisition of all or substantially all of its assets or business. (d) Parent acknowledges and agrees that the covenants set forth in this Section 4.15 are reasonable in geographical and temporal scope and in all other respects. The covenants contained in this Section 4.15 relate to matters which are of a special, unique and extraordinary character, and any violation of these covenants would cause substantial and irreparable injury to Buyer, the Seller amount of which would be impossible to estimate or determine and which cannot be adequately compensated. Parent acknowledges that Buyer would not have entered into this Agreement without Parent’s commitment in binding itself and its Affiliates to these covenants. Therefore, in the event of a breach or a threatened breach by Parent or any of its Affiliates (including of these covenants, Buyer will be entitled to an injunction restraining Parent or such Affiliate from such breach or threatened breach without the Sponsorsnecessity of proving the inadequacy as a remedy of money damages; provided, however, that the right to injunctive relief will not be construed as prohibiting Buyer from pursuing or obtaining any other available remedies, whether at law or in equity, for such breach or threatened breach. The injunctive relief provided for in this Section 4.15(d) lawfully receives on a non-confidential basis is in good faith from a third party (other than Representatives of the Company Group) which is not, addition to the knowledge of the Seller relief provided for in Section 10.9. (e) If any court determines that any provision (or the applicable Sponsor, under any contractual obligation of confidentiality, or any other legal or fiduciary obligation of confidentiality, with respect to such Company Group Confidential Information; or (dpart thereof) any items of the Company Group Confidential Information approved for release by written authorization of the Buyer. Notwithstanding the foregoing or anything included in this Agreement Section 4.15 is unenforceable, such court will have the power to reduce the contrary, the Buyer acknowledges that duration or scope of such provision (ior part thereof) the Seller and its Affiliates, and their respective investment funds and accounts (collectively, the “KPS Funds”) and their respective employees and other representatives (collectively, the “KPS Group”) are engaged in the business of making investments in a variety of companies at various stages of development (the “Investment Business”), (ii) in the course of carrying on the Investment Business, members of the KPS Group receive and review confidential and proprietary information from many sources, invest in many companies, and mentor, advise and otherwise interact with (including by providing individuals to serve on the boards of) investee/portfolio companies, any of which may be competitive with or otherwise adverse to reform such provision (or part thereof) and, as the Company Group and (iii) case may be, in reduced or reformed form, such provision shall be enforceable; it is not the intention of the Parties parties hereto that this Agreement interfere with the ability of the KPS Group to carry on the Investment Business, including the investment in entities competitive with the Buyer or the Company or its Subsidiaries; provided, that, in each case, no Company Group Confidential Information is used or disclosed in connection therewith in breach of this Agreement. The Buyer further acknowledges that certain information relating to the Company Group and their industries gained from access to the Company Group Confidential Information may foregoing restrictions shall not be capable of being separated from the KPS Group’s overall knowledge; thereforeterminated, provided that neither the KPS Funds nor their respective employees or other representatives disclose any Company Group Confidential Information in violation of this Agreement, the KPS Group will not but shall be deemed to have violated this Agreement solely amended to the extent Residual Information is used internally in the ordinary course by the KPS Group in connection required to render them valid and enforceable, such amendment to apply only with the Investment Business. For purposes of this Agreement, “Residual Information” means any information that is retained in the unaided memories of individuals associated with the KPS Group without specific or intentional reference to written or electronic information; provided, that such individuals’ access respect to the Company Group Confidential Information was not in breach of this Agreement. For purposes hereunder, memory is unaided if (x) such party did not intentionally memorize or otherwise mentally retain for reference the Residual Information for the purpose of retaining it and later using it or disclosing it to a third party, and (y) at the time of such later use such party was not consciously aware (or should reasonably have been aware) that such party was using the Residual Information. In connection with the Investment Business, the KPS Funds make investments in companies in the ordinary course of business and, as a result of such investments, such companies may be deemed to be affiliated or associated with the Restricted Party or the KPS Funds. In addition, certain persons that may be deemed to be affiliated with the Restricted Party or the KPS Funds represent large institutions which the Restricted Party does not control. So long as the KPS Funds do not make any Company Group Confidential Information available to such portfolio companies, individuals or entities, the terms operation of this Agreement shall not apply to such portfolio companies, individuals or entities; provided, that for in the avoidance of doubt, Company Group Confidential Information shall not be imputed to any portfolio companies solely by virtue jurisdiction of the fact court that a director, officer or employee of has made the KPS Funds or their respective representatives that serves as a director (or on any other governing body) of such portfolio company has knowledge of Company Group Confidential Informationadjudication.

Restrictive Covenants. (a) Commencing From the date hereof and ending on and for a period the two-year anniversary of eighteen (18) months following the Closing Date Date, Seller shall, and shall cause its Affiliates and its and their respective officers, directors, employees, agents and representatives (collectively, “Seller Restricted Parties”) to, (i) maintain the confidentiality of, (ii) not use, (iii) not divulge to any Person, any confidential, non-public or proprietary information of the Transferred Company, any of its Subsidiaries or the Business (“Business Confidential Information”), except with the prior written consent of Buyer; provided that such obligations shall not apply in respect of information that is or becomes generally available to the public without breach of this Section 7.06 by any Seller Restricted Party. If any Seller Restricted Party shall be required by applicable Law to divulge any such information, such Seller Restricted Party shall, to the extent legally permissible, provide Buyer with prompt written notice of such request so that Buyer may seek an appropriate protective order or other appropriate remedy, and such Seller Restricted Party shall, at the request and expense of Buyer, cooperate with Buyer to the extent legally permissible to obtain a protective order or other remedy; provided that, in the event that a protective order or other remedy is not obtained, such Seller Restricted Party may furnish only that portion of such information which, in the opinion of its counsel, is legally required to be disclosed and shall, at the request and expense of Buyer, exercise its reasonable best efforts to obtain reliable assurance that confidential treatment will be accorded any such information so disclosed. Nothing in or about this Agreement prohibits any Seller Restricted Party from: (A) filing and, as provided for under Section 21F of the Securities Exchange Act of 1934, as amended (the “Restricted PeriodExchange Act”), maintaining the confidentiality of, a claim with the Securities and Exchange Commission (the “SEC”); (B) providing Business Confidential Information to the SEC, or providing the SEC with information that would otherwise violate any part of this Agreement, to the extent permitted by Section 21F of the Exchange Act; (C) cooperating, participating or assisting in an SEC investigation or proceeding without notifying Seller, Buyer or any of their respective Affiliates; or (D) receiving a monetary award as set forth in Section 21F of the Exchange Act. Furthermore, the Seller Restricted Parties shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of any Business Confidential Information that constitutes a trade secret to which the Defend Trade Secrets Act (18 U.S.C. Section 1833(b)) applies that is made (1) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, in each case, solely for the purpose of reporting or investigating a suspected violation of applicable law; or (2) in a complaint or other document filed in a lawsuit or proceeding, if such filings are made under seal. (b) Promptly following the Closing, Seller shall (i) deliver, or cause to be delivered, to Buyer all Business Confidential Information in the possession or control of any Seller Restricted Party, and shall (ii) destroy, delete and purge from its databases, files or other systems, or cause to be destroyed, deleted or purged, all duplicate or back-up copies thereof and any notes, extracts or summaries based thereon; provided, that (A) Seller shall be entitled to retain any Business Confidential Information to the extent, in the opinion of counsel, it is necessary to comply with applicable Law or in connection with any legal Proceeding that seeks disclosure of any Business Confidential Information and (B) Seller shall not be required to destroy or purge ordinary course archives or backups to the extent such archives or backups are made unreadable or inaccessible. Seller shall be responsible for any breach of Sections 7.06(a) or (b) by any other Seller Restricted Party; provided, further, that Seller shall not be required to take any action pursuant to this Section 7.06(b) to the extent such action is inconsistent with its obligations under the Separation Agreement. (c) From the date hereof and ending on the twelve (12) month anniversary of the Closing Date, Seller shall not, and shall cause its Affiliates not to, directly or indirectly, solicit for employmentwithout the prior written consent of Buyer, offer to hire, hire or enter into any employment agreement or similar arrangement with any of the Company Group’s senior executive employees as of the date hereof and as of the Closing (each, a “Restricted Person”); provided, that such prohibition shall not apply to (i) solicitations made solicit any Restricted Employee or induce or attempt to induce any Restricted Employee to leave the public employ of the Business, the Transferred Company or the industry generally through advertising or electronic listing which are not specifically targeted at any such Restricted Person of its Subsidiaries, or (ii) the solicitation hire or hiring of retain (including as a consultant or contractor) any Restricted Employee. “Restricted Employee” means any Person who was not otherwise employed by the Buyer is an officer or its Affiliates (including any member employee of the Company Group after the Closing) for six (6) months prior to such hiring. (b) The Seller covenants and agrees that, following the Closing DateBusiness, the Seller shall not, and shall cause its Affiliates not to, disclose, and shall direct the Sponsors to, treat and hold as strictly confidential, all Transferred Company Group Confidential Information. The Seller covenants and agrees to take all reasonable steps (and to cause each or any of its Affiliates to take all reasonable steps) to safeguard such Company Group Confidential Information and to protect it against disclosureSubsidiaries having the title of “Senior Vice President” or above. In the event that the Seller or its Affiliates is requested or required to disclose any Company Group Confidential Information, the Seller shall or shall cause such Person to notify the Buyer promptly of the request or requirement so that the Buyer may (at Buyer’s expense) seek an appropriate protective order or waive compliance with the provisions of Nothing in this Section 7.27(b). If, in the absence of a protective order or the receipt of a waiver hereunder, the 7.06(c) shall prohibit Seller or any of its Affiliates is compelled to disclose any Company Group Confidential Information to any Governmental Authority, such Person may disclose the Company Group Confidential Information to the Governmental Authority; provided, that the Seller shall or shall cause such Person to use such Person’s reasonable best efforts to obtain, at the request of the Buyer and at the Buyer’s sole cost and expense, an order or other assurance that confidential treatment shall be accorded to such portion of the Company Group Confidential Information required to be disclosed as the Buyer shall designate. Notwithstanding the foregoing, the provisions of this Section 7.27(b) shall not apply to (a) any items of Company Group Confidential Information which are or which become part of the public domain other than as a direct or indirect result of disclosure in breach of this Agreement by the Seller or any of its Affiliates or any Sponsor; (b) any items of Company Group Confidential Information which the Seller or the Sponsors can reasonably demonstrate were independently developed by the Seller or its Affiliates without breaching any of their obligations under this Agreement or applicable Law; (c) any items of Company Group Confidential Information which the Seller or any of its Affiliates (including the Sponsors) lawfully receives on a non-confidential basis in good faith from a third party (other than Representatives of the Company Group) which is not, to the knowledge of the Seller or the applicable Sponsor, under any contractual obligation of confidentiality, or any other legal or fiduciary obligation of confidentiality, with respect to such Company Group Confidential Information; or (d) any items of the Company Group Confidential Information approved for release by written authorization of the Buyer. Notwithstanding the foregoing or anything in this Agreement to the contrary, the Buyer acknowledges that (i) the Seller and its Affiliates, and their respective investment funds and accounts (collectively, the “KPS Funds”) and their respective employees and other representatives (collectively, the “KPS Group”) are engaged in the business of making investments in a variety of companies at various stages of development (the “Investment Business”), (ii) in the course of carrying on the Investment Business, members of the KPS Group receive and review confidential and proprietary information from many sources, invest in many companies, and mentor, advise and otherwise interact with (including by providing individuals to serve on the boards of) investee/portfolio companies, any of which may be competitive with or otherwise adverse to the Company Group and (iii) it is not the intention of the Parties that this Agreement interfere with the ability of the KPS Group to carry on the Investment Business, including the investment in entities competitive with the Buyer or the Company or its Subsidiaries; provided, that, in each case, no Company Group Confidential Information is used or disclosed in connection therewith in breach of this Agreement. The Buyer further acknowledges that certain information relating to the Company Group and their industries gained from access to the Company Group Confidential Information may not be capable of being separated from the KPS Group’s overall knowledge; therefore, provided that neither the KPS Funds nor their respective employees or other representatives disclose any Company Group Confidential Information in violation of this Agreement, the KPS Group will not be deemed to have violated this Agreement solely to the extent Residual Information is used internally in the ordinary course by the KPS Group in connection with the Investment Business. For purposes of this Agreement, “Residual Information” means any information that is retained in the unaided memories of individuals associated with the KPS Group without specific or intentional reference to written or electronic information; provided, that such individuals’ access to the Company Group Confidential Information was not in breach of this Agreement. For purposes hereunder, memory is unaided if (x) such party did not intentionally memorize or otherwise mentally retain for reference the Residual Information for the purpose of retaining it and later using it or disclosing it to a third party, and (y) at the time of such later use such party was not consciously aware soliciting (or should reasonably have been aware) that such party was using the Residual Information. In connection with the Investment Business, the KPS Funds make investments in companies in the ordinary course of business and, hiring or retaining as a result of such investments, solicitation) (i) any Restricted Employee through a general advertisement or search firm that does not target such companies may be deemed to be affiliated or associated Persons (ii) a former Restricted Employee whose employment with the Restricted Party Transferred Company or its applicable Subsidiary ceased at least forty-five (45) days prior to the KPS Funds. In addition, certain persons that may be deemed to be affiliated with the Restricted Party or the KPS Funds represent large institutions which the Restricted Party does not control. So long as the KPS Funds do not make any Company Group Confidential Information available to such portfolio companies, individuals or entities, the terms of this Agreement shall not apply to such portfolio companies, individuals or entities; provided, that for the avoidance of doubt, Company Group Confidential Information shall not be imputed to any portfolio companies solely by virtue of the fact that a director, officer or employee of the KPS Funds or their respective representatives that serves as a director (or on any other governing body) start of such portfolio company has knowledge of Company Group Confidential Informationsolicitation.

Restrictive Covenants. (a) Commencing Seller covenants that, commencing on the Closing Date, it will abide by and for a observe the provisions relating to non-competition set forth in Exhibit D. (b) Seller covenants that, during the period of eighteen (18) months following commencing on the Closing Date (and ending on the “Restricted Period”)second anniversary of the Closing Date, the Seller shall not, and it shall cause its Affiliates not to, directly solicit the employment or indirectly, solicit for employment, offer to hire, hire or enter into any employment agreement or similar arrangement with any engagement of the Company Group’s senior executive employees as of the date hereof and as of the Closing (each, a “Restricted Person”); provided, that such prohibition shall not apply to (i) solicitations made to the public or the industry generally through advertising or electronic listing which are not specifically targeted at any such Restricted Person or (ii) the solicitation or hiring services of any Restricted Person person who is or was not otherwise employed as an employee, contractor or consultant by the Buyer or its Affiliates (including any member of the Company Group after the Closing) for six (6) months prior to such hiring. (b) The Seller covenants and agrees that, following the Closing Date, the Seller shall not, and shall cause its Affiliates not to, disclose, and shall direct the Sponsors to, treat and hold as strictly confidential, all Company Group Confidential Information. The Seller covenants and agrees to take all reasonable steps (and to cause each of its Affiliates to take all reasonable steps) to safeguard such Company Group Confidential Information and to protect it against disclosure. In the event that the Seller or its Affiliates is requested or required to disclose any Company Group Confidential Information, the Seller shall or shall cause such Person to notify the Buyer promptly of the request or requirement so that the Buyer may (at Buyer’s expense) seek an appropriate protective order or waive compliance with the provisions of this Section 7.27(b). If, in the absence of a protective order or the receipt of a waiver hereunder, the Seller or any of its Affiliates is compelled to disclose any Company Group Confidential Information to any Governmental Authority, such Person may disclose the Company Group Confidential Information to the Governmental Authority; provided, that the Seller shall or shall cause such Person to use such Person’s reasonable best efforts to obtain, at the request of the Buyer and at the Buyer’s sole cost and expense, an order or other assurance that confidential treatment shall be accorded to such portion of the Company Group Confidential Information required to be disclosed as the Buyer shall designate. Notwithstanding the foregoing, the provisions of this Section 7.27(b) shall not apply to (a) any items of Company Group Confidential Information which are or which become part of the public domain other than as a direct or indirect result of disclosure in breach of this Agreement by the Seller or any of its Affiliates or any Sponsor; (b) any items of the Acquired Company Group Confidential Information which the Seller or the Sponsors can reasonably demonstrate were independently developed by the Seller or its Affiliates without breaching any of their obligations under this Agreement or applicable Law; (c) any items of Company Group Confidential Information which the Seller or any of its Affiliates (including the Sponsors) lawfully receives Subsidiaries during such period on a nonfull- or part-confidential basis time basis. (c) Seller acknowledges that the restrictions contained in good faith this Section 5.5 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the Acquisition. Seller acknowledges that any violation of this Section 5.5 will result in irreparable injury to Buyer and agrees that Buyer shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from a third party (other than Representatives any violation of the Company Group) this Section 5.5, which is not, rights shall be cumulative and in addition to the knowledge of the Seller or the applicable Sponsor, under any contractual obligation of confidentiality, or any other legal rights or fiduciary obligation of confidentiality, with respect remedies to such Company Group Confidential Information; or which Buyer may be entitled.. (d) In the event that any items of the Company Group Confidential Information approved for release by written authorization of the Buyer. Notwithstanding the foregoing or anything covenant contained in this Agreement Section 5.5 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the contrarymaximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 5.5 and each provision thereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the Buyer acknowledges that (i) the Seller and its Affiliatesremaining covenants or provisions hereof, and their respective investment funds and accounts (collectively, the “KPS Funds”) and their respective employees and other representatives (collectively, the “KPS Group”) are engaged any such invalidity or unenforceability in the business of making investments in a variety of companies at various stages of development (the “Investment Business”), (ii) in the course of carrying on the Investment Business, members of the KPS Group receive and review confidential and proprietary information from many sources, invest in many companies, and mentor, advise and otherwise interact with (including by providing individuals to serve on the boards of) investee/portfolio companies, any of which may be competitive with or otherwise adverse to the Company Group and (iii) it is not the intention of the Parties that this Agreement interfere with the ability of the KPS Group to carry on the Investment Business, including the investment in entities competitive with the Buyer or the Company or its Subsidiaries; provided, that, in each case, no Company Group Confidential Information is used or disclosed in connection therewith in breach of this Agreement. The Buyer further acknowledges that certain information relating to the Company Group and their industries gained from access to the Company Group Confidential Information may not be capable of being separated from the KPS Group’s overall knowledge; therefore, provided that neither the KPS Funds nor their respective employees or other representatives disclose any Company Group Confidential Information in violation of this Agreement, the KPS Group will not be deemed to have violated this Agreement solely to the extent Residual Information is used internally in the ordinary course by the KPS Group in connection with the Investment Business. For purposes of this Agreement, “Residual Information” means any information that is retained in the unaided memories of individuals associated with the KPS Group without specific or intentional reference to written or electronic information; provided, that such individuals’ access to the Company Group Confidential Information was not in breach of this Agreement. For purposes hereunder, memory is unaided if (x) such party did not intentionally memorize or otherwise mentally retain for reference the Residual Information for the purpose of retaining it and later using it or disclosing it to a third party, and (y) at the time of such later use such party was not consciously aware (or should reasonably have been aware) that such party was using the Residual Information. In connection with the Investment Business, the KPS Funds make investments in companies in the ordinary course of business and, as a result of such investments, such companies may be deemed to be affiliated or associated with the Restricted Party or the KPS Funds. In addition, certain persons that may be deemed to be affiliated with the Restricted Party or the KPS Funds represent large institutions which the Restricted Party does not control. So long as the KPS Funds do not make any Company Group Confidential Information available to such portfolio companies, individuals or entities, the terms of this Agreement jurisdiction shall not apply to invalidate or render unenforceable such portfolio companies, individuals covenant or entities; provided, that for the avoidance of doubt, Company Group Confidential Information shall not be imputed to any portfolio companies solely by virtue of the fact that a director, officer or employee of the KPS Funds or their respective representatives that serves as a director (or on provision in any other governing body) of such portfolio company has knowledge of Company Group Confidential Informationjurisdiction.

Restrictive Covenants. (a) Commencing on Buyer acknowledges and agrees that by virtue of its purchase of the Assets, Buyer is capable of adversely impacting the existing relationships of Seller, its subsidiaries and affiliates with their customers, suppliers, consultants, Buyers, or agent. ▇▇▇▇▇ acknowledges that ▇▇▇▇▇▇ has a legitimate interest in protecting these relationships against solicitation and/or interference by ▇▇▇▇▇ for a reasonable period of time following the Closing Date. Accordingly, the parties agree that the covenants described in this Section 7 shall apply for a period of eighteen twenty-four (1824) months following the Closing Date (the “"Restricted Period”"). ▇▇▇▇▇ further acknowledges that the covenants in this Section 7 arc intended to protect and preserve the legitimate business interests of Seller, its subsidiaries and affiliates and that the Purchase Price includes fair consideration for these covenants. Buyer further acknowledges and agrees that breach by ▇▇▇▇▇ of' these provisions will cause Seller, its subsidiaries and affiliates irreparable injury and damage that cannot be reasonably or equitably compensated by monetary damages and therefore ▇▇▇▇▇ expressly agrees that Seller shall notbe entitled to injunctive or other equitable relief in order to prevent a breach of this Section 7 in addition to other remedies legally available to it. a. Buyer shall not without the prior written consent of Seller, during the Restricted Period, carry on any activity anywhere within the territory or territories in which Seller operates that competes in whole or in part with the business of Seller as it pertains to either the "Products" or "Customers" listed and defined in Exhibit C hereto, including but not limited to engaging or investing in, owning, managing, operating, financing, controlling, or participating in the ownership, management, operation, financing, or control of, being employed by, associated with, or in any manner connected with any business whose products or activities compete in whole or in part with the Products or Customers of Seller. b. Buyer shall cause its Affiliates not towithout the prior written consent of Seller, during the Restricted Period, directly or indirectlyindirectly solicit, participate in or promote the solicitation of or interfere with or attempt to otherwise affect the employment of any person who was or is employed by Seller, its subsidiaries or affiliates on the Closing Date or thereafter. Seller expressly consents to the Buyer hiring the employees of Seller from its location at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, specifically including: ▇▇▇▇▇ ▇▇▇▇▇▇, Operation Manager; ▇▇▇▇ ▇▇▇▇▇▇, Sales; ▇▇▇▇ ▇▇▇▇▇▇▇▇, Office Manager; ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Production/ Lead Welder; ▇▇▇▇▇▇ ▇▇▇▇▇▇, Production; and, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Production. c. Buyer shall not without the prior written consent of Seller, during the Restricted Period, directly or indirectly solicit for employment, offer to hire, hire any person or enter into any employment agreement or similar arrangement with any of the Company Group’s senior executive employees as of the date hereof and entity who as of the Closing Date is a customer (eachas listed in Exhibit C hereto), a “Restricted Person”); providedsupplier, that such prohibition shall not apply consultant or agent to (i) solicitations made Seller, its subsidiaries or affiliates, to the public or the industry generally through advertising or electronic listing which are not specifically targeted at any such Restricted Person or (ii) the solicitation or hiring of any Restricted Person who was not otherwise employed by the Buyer or its Affiliates (including any member of the Company Group after the Closing) for six (6) months prior to such hiring. (b) The Seller covenants and agrees that, following the Closing Date, the Seller shall not, and shall cause its Affiliates not to, disclose, and shall direct the Sponsors to, treat and hold as strictly confidential, all Company Group Confidential Information. The Seller covenants and agrees to take all reasonable steps (and to cause each of its Affiliates to take all reasonable steps) to safeguard such Company Group Confidential Information and to protect it against disclosure. In the event that the discontinue business with Seller or its Affiliates is requested subsidiaries or required to disclose any Company Group Confidential Information, the Seller shall affiliates and/or move that business elsewhere or shall cause such Person to notify the Buyer promptly of the request or requirement so that the Buyer may (at Buyer’s expense) seek otherwise change an appropriate protective order or waive compliance existing relationship with the provisions of this Section 7.27(b). IfSeller, in the absence of a protective order its subsidiaries or the receipt of a waiver hereunder, the Seller or any of its Affiliates is compelled to disclose any Company Group Confidential Information to any Governmental Authority, such Person may disclose the Company Group Confidential Information to the Governmental Authority; provided, that the Seller shall or shall cause such Person to use such Person’s reasonable best efforts to obtain, at the request of the Buyer and at the Buyer’s sole cost and expense, an order or other assurance that confidential treatment shall be accorded to such portion of the Company Group Confidential Information required to be disclosed as the Buyer shall designate. Notwithstanding the foregoing, the provisions of this Section 7.27(b) shall not apply to (a) any items of Company Group Confidential Information which are or which become part of the public domain other than as a direct or indirect result of disclosure in breach of this Agreement by the Seller or any of its Affiliates or any Sponsor; (b) any items of Company Group Confidential Information which the Seller or the Sponsors can reasonably demonstrate were independently developed by the Seller or its Affiliates without breaching any of their obligations under this Agreement or applicable Law; (c) any items of Company Group Confidential Information which the Seller or any of its Affiliates (including the Sponsors) lawfully receives on a non-confidential basis in good faith from a third party (other than Representatives of the Company Group) which is not, to the knowledge of the Seller or the applicable Sponsor, under any contractual obligation of confidentiality, or any other legal or fiduciary obligation of confidentiality, with respect to such Company Group Confidential Information; or (d) any items of the Company Group Confidential Information approved for release by written authorization of the Buyer. Notwithstanding the foregoing or anything in this Agreement to the contrary, the Buyer acknowledges that (i) the Seller and its Affiliates, and their respective investment funds and accounts (collectively, the “KPS Funds”) and their respective employees and other representatives (collectively, the “KPS Group”) are engaged in the business of making investments in a variety of companies at various stages of development (the “Investment Business”), (ii) in the course of carrying on the Investment Business, members of the KPS Group receive and review confidential and proprietary information from many sources, invest in many companies, and mentor, advise and otherwise interact with (including by providing individuals to serve on the boards of) investee/portfolio companies, any of which may be competitive with or otherwise adverse to the Company Group and (iii) it is not the intention of the Parties that this Agreement interfere with the ability of the KPS Group to carry on the Investment Business, including the investment in entities competitive with the Buyer or the Company or its Subsidiaries; provided, that, in each case, no Company Group Confidential Information is used or disclosed in connection therewith in breach of this Agreement. The Buyer further acknowledges that certain information relating to the Company Group and their industries gained from access to the Company Group Confidential Information may not be capable of being separated from the KPS Group’s overall knowledge; therefore, provided that neither the KPS Funds nor their respective employees or other representatives disclose any Company Group Confidential Information in violation of this Agreement, the KPS Group will not be deemed to have violated this Agreement solely to the extent Residual Information is used internally in the ordinary course by the KPS Group in connection with the Investment Business. For purposes of this Agreement, “Residual Information” means any information that is retained in the unaided memories of individuals associated with the KPS Group without specific or intentional reference to written or electronic information; provided, that such individuals’ access to the Company Group Confidential Information was not in breach of this Agreement. For purposes hereunder, memory is unaided if (x) such party did not intentionally memorize or otherwise mentally retain for reference the Residual Information for the purpose of retaining it and later using it or disclosing it to a third party, and (y) at the time of such later use such party was not consciously aware (or should reasonably have been aware) that such party was using the Residual Information. In connection with the Investment Business, the KPS Funds make investments in companies in the ordinary course of business and, as a result of such investments, such companies may be deemed to be affiliated or associated with the Restricted Party or the KPS Funds. In addition, certain persons that may be deemed to be affiliated with the Restricted Party or the KPS Funds represent large institutions which the Restricted Party does not control. So long as the KPS Funds do not make any Company Group Confidential Information available to such portfolio companies, individuals or entities, the terms of this Agreement shall not apply to such portfolio companies, individuals or entities; provided, that for the avoidance of doubt, Company Group Confidential Information shall not be imputed to any portfolio companies solely by virtue of the fact that a director, officer or employee of the KPS Funds or their respective representatives that serves as a director (or on any other governing body) of such portfolio company has knowledge of Company Group Confidential Informationaffiliates.

Restrictive Covenants. Each of the Sellers, for itself and on behalf of its Affiliates, covenants and agrees as follows: (a) Commencing For the period commencing on the date hereof and terminating on the 2nd anniversary of the Closing Date, none of the Sellers nor any of their respective Affiliates will (i) solicit any small container municipal solid waste commercial collection business from any Collection Accounts, (ii) solicit any municipal solid waste collection or disposal business from any Peachland/Angleton Accounts, (iii) solicit any municipal solid waste disposal business from any Disposal Accounts or (iv) solicit from any counterparty to a Landfill Operating Contract or Government Contract that are included in the Assets on the date hereof, the disposal services provided by Sellers under such Contract, provided, however, that, subject to Section 6.20(b) below, the foregoing restrictions set forth in this Section 6.20 shall not prohibit Sellers or any of their Affiliates from (A) accepting disposal business from customers willing to pay the posted gate disposal fees (without providing any broker, trucking or other refund, deduction, credit or discount of any kind), (B) responding to, or executing a contract with any customer solicited through, a request for proposals or other bidding process (whether public or private), (C) responding to inquiries or solicitations made by any customers (including pricing inquiries) and providing waste collection or disposal services to the customers that are derived as a result of such inquiries or solicitations, or (D) continuing to do business with any customers of Sellers or any of their Affiliates at locations not included in the Assets, so long as such business does not include the solicitation of any business included in the Collection Accounts or the Disposal Accounts as of the date hereof. (b) Notwithstanding anything to the contrary set forth in Section 6.20(a) above, for the period commencing on the date hereof and terminating on the 1st anniversary of eighteen (18the Closing Date, the Sellers and their respective Affiliates agree not to accept any municipal solid waste disposal business from any Disposal Accounts; provided, however, that the foregoing restriction set forth in this Section 6.20(b) months shall not prohibit Sellers or any Affiliate from accepting disposal business in the event that the customer with respect to such Disposal Account asserts that any of the key disposal terms offered by the Buyers or their Affiliates to such Disposal Account following the Closing are materially less favorable than the disposal terms in existence as of the Closing Date with respect to such Disposal Account; provided further, however, that the foregoing restrictions set forth in this Section 6.20(b) shall not prohibit Seller or any Affiliate from (i) accepting disposal business from customers willing to pay the “Restricted Period”posted gate disposal fees (without providing any broker, trucking or other refund, deduction, credit or discount of any kind), the Seller shall not, and shall cause its Affiliates not (ii) responding to, directly or indirectly, solicit for employment, offer to hire, hire or enter into any employment agreement or similar arrangement executing a contract with any customer solicited through, a request for proposals or other bidding process (public but not private), or (iii) continuing to do business with any existing customers of Sellers or any of their Affiliates at locations not included in the Assets, so long as such business does not include the solicitation or acceptance of any business included in the Disposal Accounts as of the Company Group’s senior executive employees date hereof. For purposes of clarifying clause (iii) above, contracts in place as of the date hereof and as with existing customers of the Closing (each, a “Restricted Person”); provided, that such prohibition Sellers of their Affiliates shall not apply to (i) solicitations made to the public or the industry generally through advertising or electronic listing which are not specifically targeted at any such Restricted Person or (ii) the be considered a solicitation or hiring acceptance of any Restricted Person who was not otherwise employed by the Buyer or its Affiliates (including any member of the Company Group after the Closing) for six (6) months prior to such hiringexisting Disposal Account business. (bc) The Seller covenants In addition to any other rights or remedies available to Buyers pursuant to this Agreement or any other agreement, at law or in equity, Buyers shall be entitled to injunctive relief requiring specific performance by Sellers and agrees that, following the Closing Date, the Seller shall not, and shall cause its their respective Affiliates not to, disclose, and shall direct the Sponsors to, treat and hold as strictly confidential, all Company Group Confidential Information. The Seller covenants and agrees to take all reasonable steps (and to cause each of its Affiliates to take all reasonable steps) to safeguard such Company Group Confidential Information and to protect it against disclosure. In the event that the Seller or its Affiliates is requested or required to disclose any Company Group Confidential Information, the Seller shall or shall cause such Person to notify the Buyer promptly of the request or requirement so that the Buyer may (at Buyer’s expense) seek an appropriate protective order or waive compliance with the provisions of this Section 7.27(b). If, in the absence of a protective order or the receipt of a waiver hereunder, the Seller or any of its Affiliates is compelled to disclose any Company Group Confidential Information to any Governmental Authority, such Person may disclose the Company Group Confidential Information to the Governmental Authority; provided, that the Seller shall or shall cause such Person to use such Person’s reasonable best efforts to obtain, at the request and each of the Buyer and at the Buyer’s sole cost and expenseSellers, an order or other assurance that confidential treatment shall be accorded to such portion of the Company Group Confidential Information required to be disclosed as the Buyer shall designate. Notwithstanding the foregoing, the provisions of this Section 7.27(b) shall not apply to (a) any items of Company Group Confidential Information which are or which become part of the public domain other than as a direct or indirect result of disclosure in breach of this Agreement by the Seller or any of its Affiliates or any Sponsor; (b) any items of Company Group Confidential Information which the Seller or the Sponsors can reasonably demonstrate were independently developed by the Seller or its Affiliates without breaching any of their obligations under this Agreement or applicable Law; (c) any items of Company Group Confidential Information which the Seller or any of its Affiliates (including the Sponsors) lawfully receives on a non-confidential basis in good faith from a third party (other than Representatives of the Company Group) which is not, to the knowledge of the Seller or the applicable Sponsor, under any contractual obligation of confidentiality, or any other legal or fiduciary obligation of confidentiality, with respect to such Company Group Confidential Information; or (d) any items of the Company Group Confidential Information approved for release by written authorization of the Buyer. Notwithstanding the foregoing or anything in this Agreement to the contrary, the Buyer acknowledges that (i) the Seller itself and its Affiliates, and their respective investment funds and accounts (collectively, the “KPS Funds”) and their respective employees and other representatives (collectively, the “KPS Group”) are engaged in the business of making investments in a variety of companies at various stages of development (the “Investment Business”), (ii) in the course of carrying on the Investment Business, members of the KPS Group receive and review confidential and proprietary information from many sources, invest in many companies, and mentor, advise and otherwise interact with (including by providing individuals to serve on the boards of) investee/portfolio companies, any of which may be competitive with or otherwise adverse consents to the Company Group and (iii) it is not the intention of the Parties that this Agreement interfere with the ability of the KPS Group to carry on the Investment Business, including the investment in entities competitive with the Buyer or the Company or its Subsidiaries; provided, that, in each case, no Company Group Confidential Information is used or disclosed in connection therewith in breach of this Agreement. The Buyer further acknowledges that certain information relating to the Company Group and their industries gained from access to the Company Group Confidential Information may not be capable of being separated from the KPS Group’s overall knowledge; therefore, provided that neither the KPS Funds nor their respective employees or other representatives disclose any Company Group Confidential Information in violation of this Agreement, the KPS Group will not be deemed to have violated this Agreement solely to the extent Residual Information is used internally in the ordinary course by the KPS Group in connection with the Investment Business. For purposes of this Agreement, “Residual Information” means any information that is retained in the unaided memories of individuals associated with the KPS Group without specific or intentional reference to written or electronic information; provided, that such individuals’ access to the Company Group Confidential Information was not in breach of this Agreement. For purposes hereunder, memory is unaided if (x) such party did not intentionally memorize or otherwise mentally retain for reference the Residual Information for the purpose of retaining it and later using it or disclosing it to a third party, and (y) at the time of such later use such party was not consciously aware (or should reasonably have been aware) that such party was using the Residual Information. In connection with the Investment Business, the KPS Funds make investments in companies in the ordinary course of business and, as a result of such investments, such companies may be deemed to be affiliated or associated with the Restricted Party or the KPS Funds. In addition, certain persons that may be deemed to be affiliated with the Restricted Party or the KPS Funds represent large institutions which the Restricted Party does not control. So long as the KPS Funds do not make any Company Group Confidential Information available to such portfolio companies, individuals or entities, the terms of this Agreement shall not apply to such portfolio companies, individuals or entities; provided, that for the avoidance of doubt, Company Group Confidential Information shall not be imputed to any portfolio companies solely by virtue of the fact that a director, officer or employee of the KPS Funds or their respective representatives that serves as a director (or on any other governing body) of such portfolio company has knowledge of Company Group Confidential Informationentry thereof.

Restrictive Covenants. (a) Commencing on KRF agrees that during the Service Period KRF shall not directly or indirectly in the United States of America permit the distribution or transmission of the FAP Information Package via any electronic platform delivering Real-Time commodity quotations; provided, however, that nothing in this Agreement shall preclude KRF from: (i) Offering the FAP Information Package or any information service where the customer pays a total fee or charge in excess of a monthly equivalent of $800 (excluding exchange fees) per customer; (ii) Offering the FAP Information Package or any information service where the customer pays a total fee or charge in excess of a monthly equivalent of $250 (excluding exchange fees) per monitor receiving the service; (iii) Offering the FAP Information Package or any information service to customers of KRF who receive the information service using their own computer hardware or software, until such time as DTN's datafeed is compatible with such customer's computer hardware and software and the customers agree to convert to DTN's datafeed. The terms and conditions for DTN to serve certain KRF datafeed customers will be included in a period separate addendum to this Agreement; (iv) Offering the FAP Information Package or any information service of eighteen a dial-up, non- real-time, print or other intermittent nature; or (18v) months following Providing KRF Services in accordance with the Closing Date provisions of this Agreement. 132 KRF shall be deemed to be engaged in a restricted activity if any of its officers, directors, employees or Affiliates shall engage in any restricted activity either directly or indirectly, whether for their own account or for that of any other Person and whether as a shareholder, partner or investor possessing any ownership interest in any such Person, or as principal, agent, proprietor, consultant or in any other capacity. (b) KRF agrees that during the “Restricted Period”), the Seller shall not, and shall cause Service Period neither KRF nor its Affiliates not toshall, directly or indirectly, solicit for employment, offer any of DTN's subscribers to hire, hire the DTNstant Service existing as of the Effective Date or enter into any employment agreement or similar arrangement with any of the Company Group’s senior executive employees as KRF Subscribers for the purpose of obtaining their trade in the business of providing any of the date hereof and as of KRF Services except where DTN is not able to provide the Closing (each, a “Restricted Person”); provided, that such prohibition shall not apply to (i) solicitations made to subscriber with the public delivery platform or the industry generally through advertising or electronic listing which are not specifically targeted at any such Restricted Person or (ii) the solicitation or hiring of any Restricted Person who was not otherwise employed by the Buyer or its Affiliates (including any member of the Company Group after the Closing) for six (6) months prior to such hiringinformation it requires. (bc) The Seller If any court having jurisdiction at any time hereafter shall hold any of such restrictive covenants and agrees thatto be unenforceable or unreasonable as to its scope, following the Closing Date, the Seller shall notterritory or period of time, and if such court in its judgment or decree shall cause its Affiliates not todeclare or determine the scope, discloseterritory or period of time which such court deems to be reasonable, and shall direct then such scope, territory or period of time, as the Sponsors tocase may be, treat and hold as strictly confidential, all Company Group Confidential Information. The Seller covenants and agrees to take all reasonable steps (and to cause each of its Affiliates to take all reasonable steps) to safeguard such Company Group Confidential Information and to protect it against disclosure. In the event that the Seller or its Affiliates is requested or required to disclose any Company Group Confidential Information, the Seller shall or shall cause such Person to notify the Buyer promptly of the request or requirement so that the Buyer may (at Buyer’s expense) seek an appropriate protective order or waive compliance with the provisions of this Section 7.27(b). If, in the absence of a protective order or the receipt of a waiver hereunder, the Seller or any of its Affiliates is compelled to disclose any Company Group Confidential Information to any Governmental Authority, such Person may disclose the Company Group Confidential Information to the Governmental Authority; provided, that the Seller shall or shall cause such Person to use such Person’s reasonable best efforts to obtain, at the request of the Buyer and at the Buyer’s sole cost and expense, an order or other assurance that confidential treatment shall be accorded deemed automatically to such portion of the Company Group Confidential Information required have been reduced to that declared or determined to be disclosed as the Buyer shall designatereasonable by such court. Notwithstanding the foregoing, the provisions if any clause or provision of this Section 7.27(b) 10 shall not apply be unenforceable, then such clause or provision shall be deemed to (a) any items of Company Group Confidential Information which be deleted from this Section 10, but every other clause and provision shall continue in full force and effect. These covenants are or which become an integral part of the public domain other than as transactions contemplated by this Agreement and DTN would not have entered into this Agreement in the absence of such covenants. DTN and KRF agree that although a direct or indirect result portion of disclosure the Purchase Price provided for in this Agreement is allocated to such restrictive covenants, such allocation does not in any way reflect the damages which would accrue to DTN in the event of any breach of this Agreement by the Seller or any of its Affiliates or any Sponsor; (b) any items of Company Group Confidential Information which the Seller or the Sponsors can reasonably demonstrate were independently developed by the Seller or its Affiliates without breaching any of their obligations under this Agreement or applicable Law; (c) any items of Company Group Confidential Information which the Seller or any of its Affiliates (including the Sponsors) lawfully receives on a non-confidential basis in good faith from a third party (other than Representatives of the Company Group) which is not, to the knowledge of the Seller or the applicable Sponsor, under any contractual obligation of confidentiality, or any other legal or fiduciary obligation of confidentiality, with respect to such Company Group Confidential Information; or restrictive covenants. (d) KRF acknowledges that the agreements contained in this Section 10 are reasonable and necessary in order for DTN to receive the benefits which are intended to accrue to DTN from the transactions contemplated by this Agreement and that any items breach thereof will result in irreparable injury to DTN for which DTN has no adequate remedy at law. KRF therefore agrees that, in the event KRF breaches any of the Company Group Confidential Information approved for release by written authorization of the Buyer. Notwithstanding the foregoing or anything agreements contained in this Agreement ▇▇▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇ authorized and entitled to the contrary, the Buyer acknowledges that seek from any court of competent jurisdiction (i) the Seller and its Affiliates, and their respective investment funds and accounts (collectively, the “KPS Funds”) and their respective employees and other representatives (collectively, the “KPS Group”) are engaged in the business of making investments in a variety of companies at various stages of development (the “Investment Business”)temporary restraining order, (ii) in the course of carrying on the Investment Businesspreliminary and permanent injunctive relief, members of the KPS Group receive and review confidential and proprietary information from many sources, invest in many companies, and mentor, advise and otherwise interact with (including by providing individuals to serve on the boards of) investee/portfolio companies, any of which may be competitive with or otherwise adverse to the Company Group and (iii) it is not the intention an equitable accounting of the Parties that this Agreement interfere with the ability all profits or benefits arising out of the KPS Group to carry on the Investment Business, including the investment in entities competitive with the Buyer or the Company or its Subsidiaries; provided, that, in each case, no Company Group Confidential Information is used or disclosed in connection therewith in such breach of this Agreement. The Buyer further acknowledges that certain information relating to the Company Group and their industries gained from access to the Company Group Confidential Information may not be capable of being separated from the KPS Group’s overall knowledge; therefore, provided that neither the KPS Funds nor their respective employees or other representatives disclose any Company Group Confidential Information in violation of this Agreement, the KPS Group will not be deemed to have violated this Agreement solely to the extent Residual Information is used internally in the ordinary course by the KPS Group in connection with the Investment Business. For purposes of this Agreement, “Residual Information” means any information that is retained in the unaided memories of individuals associated with the KPS Group without specific or intentional reference to written or electronic information; provided, that such individuals’ access to the Company Group Confidential Information was not in breach of this Agreement. For purposes hereunder, memory is unaided if (x) such party did not intentionally memorize or otherwise mentally retain for reference the Residual Information for the purpose of retaining it and later using it or disclosing it to a third party, and (yiv) at the time of direct, incidental and consequential damages arising from such later use such party was not consciously aware (133 breach. Such rights or should reasonably have been aware) that such party was using the Residual Information. In connection with the Investment Business, the KPS Funds make investments remedies shall be cumulative and in companies in the ordinary course of business and, as a result of such investments, such companies addition to any other rights or remedies to which DTN may be deemed to be affiliated or associated with the Restricted Party or the KPS Funds. In addition, certain persons that may be deemed to be affiliated with the Restricted Party or the KPS Funds represent large institutions which the Restricted Party does not control. So long as the KPS Funds do not make any Company Group Confidential Information available to such portfolio companies, individuals or entities, the terms of this Agreement shall not apply to such portfolio companies, individuals or entities; provided, that for the avoidance of doubt, Company Group Confidential Information shall not be imputed to any portfolio companies solely by virtue of the fact that a director, officer or employee of the KPS Funds or their respective representatives that serves as a director (or on any other governing body) of such portfolio company has knowledge of Company Group Confidential Informationentitled.

Restrictive Covenants. 11.1 The Vendor hereby covenants and undertakes with the Purchaser that neither it nor any of its subsidiaries will: (a) Commencing on at any time after Completion disclose or use for any purpose any information concerning the Company or the Subsidiaries, except: (i) to the extent required by law or any competent authority, after prior consultation with the Purchaser; (ii) to its professional advisers under circumstances of confidentiality and only to the extent necessary for a period any lawful purpose of eighteen the Vendor; (18iii) months following to the Closing Date extent that such information is at the date hereof or hereafter becomes public knowledge otherwise than through improper disclosure by any person; or (b) at any time prior to the “Restricted Period”)expiry of three years from the date of Completion, the Seller shall not, and shall cause its Affiliates not toeither alone or jointly with others, directly or indirectly, solicit for employmentdo any of the following without the Purchaser's prior written consent: (i) directly or indirectly incorporate, offer to hire, hire establish or enter into engage in any employment agreement or similar arrangement business competing with any of the businesses now carried on by the Company Group’s senior executive employees as and the Subsidiaries ("AAS COMPETING BUSINESS"); (ii) acquire or hold a controlling interest in any company or business which is itself or through any company or business directly or indirectly controlled by it is engaged in any AAS Competing Business, unless such AAS Competing Business accounts for not more than 10% of the gross turnover of such company or business, in which case the Vendor shall use its reasonable efforts to ensure that such AAS Competing Business is offered for sale to the Company at its fair market value; (iii) participate in a joint venture or other co-operative arrangement aimed at generating AAS Competing Business; and (iv) employ or solicit the employment of any person earning an annual salary of more than NLG 75,000 who is on the date hereof and as or has during the month prior to the date hereof been an employee of the Closing Company or one of the Subsidiaries. 11.2 The Purchaser hereby covenants and undertakes with the Vendor that neither it nor any of its subsidiaries will: (eacha) at any time after Completion disclose or use for any purpose any information concerning the Vendor, a “Restricted Person”); provided, that such prohibition shall not apply to except: (i) solicitations made to the public extent required by law or any competent authority, after prior consultation with the industry generally through advertising or electronic listing which are not specifically targeted at any such Restricted Person or Vendor; (ii) to its professional advisers under circumstances of confidentiality and only to the solicitation or hiring of extent necessary for any Restricted Person who was not otherwise employed by the Buyer or its Affiliates (including any member lawful purpose of the Company Group after Purchaser; (iii) to the Closing) for six (6) months prior to extent that such hiring.information is at the date hereof or hereafter becomes public knowledge otherwise than through improper disclosure by any person; or (b) The Seller covenants and agrees thatat any time prior to the expiry of three years from the date of Completion, following the Closing Dateeither alone or jointly with others, the Seller shall notdirectly or indirectly, and shall cause its Affiliates not to, disclose, and shall direct the Sponsors to, treat and hold as strictly confidential, all Company Group Confidential Information. The Seller covenants and agrees to take all reasonable steps (and to cause each of its Affiliates to take all reasonable steps) to safeguard such Company Group Confidential Information and to protect it against disclosure. In the event that the Seller or its Affiliates is requested or required to disclose do any Company Group Confidential Information, the Seller shall or shall cause such Person to notify the Buyer promptly of the request or requirement so that following without the Buyer may (at Buyer’s expense) seek an appropriate protective order or waive compliance with the provisions of this Section 7.27(b). If, in the absence of a protective order or the receipt of a waiver hereunder, the Seller or any of its Affiliates is compelled to disclose any Company Group Confidential Information to any Governmental Authority, such Person may disclose the Company Group Confidential Information to the Governmental Authority; provided, that the Seller shall or shall cause such Person to use such Person’s reasonable best efforts to obtain, at the request of the Buyer and at the Buyer’s sole cost and expense, an order or other assurance that confidential treatment shall be accorded to such portion of the Company Group Confidential Information required to be disclosed as the Buyer shall designate. Notwithstanding the foregoing, the provisions of this Section 7.27(b) shall not apply to (a) any items of Company Group Confidential Information which are or which become part of the public domain other than as a direct or indirect result of disclosure in breach of this Agreement by the Seller or any of its Affiliates or any Sponsor; (b) any items of Company Group Confidential Information which the Seller or the Sponsors can reasonably demonstrate were independently developed by the Seller or its Affiliates without breaching any of their obligations under this Agreement or applicable Law; (c) any items of Company Group Confidential Information which the Seller or any of its Affiliates (including the Sponsors) lawfully receives on a non-confidential basis in good faith from a third party (other than Representatives of the Company Group) which is not, to the knowledge of the Seller or the applicable Sponsor, under any contractual obligation of confidentiality, or any other legal or fiduciary obligation of confidentiality, with respect to such Company Group Confidential Information; or (d) any items of the Company Group Confidential Information approved for release by Vendor's prior written authorization of the Buyer. Notwithstanding the foregoing or anything in this Agreement to the contrary, the Buyer acknowledges that consent: 11 (i) directly or indirectly incorporate, establish or engage in any business competing with any of the Seller businesses now carried on by the Vendor and its Affiliates, subsidiaries (excluding the Company and their respective investment funds and accounts (collectively, the “KPS Funds”) and their respective employees and other representatives (collectively, the “KPS Group”) are engaged in the business of making investments in a variety of companies at various stages of development (the “Investment Business”Subsidiaries), such businesses being the production and sales of air heating equipment and office furniture ("VENDOR COMPETING BUSINESS"); (ii) acquire or hold a controlling interest in the course of carrying on the Investment any company or business which is itself or through any company or business directly or indirectly controlled by it is engaged in any Vendor Competing Business, members unless such Vendor Competing Business accounts for not more than 10% of the KPS Group receive and review confidential and proprietary information from many sourcesgross turnover of such company or business, invest in many companies, and mentor, advise and otherwise interact with (including by providing individuals which case the Purchaser shall use its reasonable efforts to serve on the boards of) investee/portfolio companies, any of which may be competitive with or otherwise adverse ensure that such Vendor Competing Business is offered for sale to the Company Group and Vendor at its fair market value; (iii) it participate in a joint venture or other co-operative arrangement aimed at generating Vendor Competing Business; and (iv) employ or solicit the employment of any person earning an annual salary of more than NLG 75,000 who is not the intention of the Parties that this Agreement interfere with the ability of the KPS Group to carry on the Investment Business, including date hereof or has during the investment in entities competitive with the Buyer or the Company or its Subsidiaries; provided, that, in each case, no Company Group Confidential Information is used or disclosed in connection therewith in breach of this Agreement. The Buyer further acknowledges that certain information relating month prior to the Company Group and their industries gained from access to the Company Group Confidential Information may not be capable of being separated from the KPS Group’s overall knowledge; therefore, provided that neither the KPS Funds nor their respective employees or other representatives disclose any Company Group Confidential Information in violation of this Agreement, the KPS Group will not be deemed to have violated this Agreement solely to the extent Residual Information is used internally in the ordinary course by the KPS Group in connection with the Investment Business. For purposes of this Agreement, “Residual Information” means any information that is retained in the unaided memories of individuals associated with the KPS Group without specific or intentional reference to written or electronic information; provided, that such individuals’ access to the Company Group Confidential Information was not in breach of this Agreement. For purposes hereunder, memory is unaided if (x) such party did not intentionally memorize or otherwise mentally retain for reference the Residual Information for the purpose of retaining it and later using it or disclosing it to a third party, and (y) at the time of such later use such party was not consciously aware (or should reasonably have date hereof been aware) that such party was using the Residual Information. In connection with the Investment Business, the KPS Funds make investments in companies in the ordinary course of business and, as a result of such investments, such companies may be deemed to be affiliated or associated with the Restricted Party or the KPS Funds. In addition, certain persons that may be deemed to be affiliated with the Restricted Party or the KPS Funds represent large institutions which the Restricted Party does not control. So long as the KPS Funds do not make any Company Group Confidential Information available to such portfolio companies, individuals or entities, the terms of this Agreement shall not apply to such portfolio companies, individuals or entities; provided, that for the avoidance of doubt, Company Group Confidential Information shall not be imputed to any portfolio companies solely by virtue of the fact that a director, officer or an employee of the KPS Funds Vendor. 11.3 AHL hereby covenants and undertakes with the Vendor that for as long as either Mr G▇▇▇▇▇ ▇▇▇▇▇, Mr K▇▇ ▇▇▇n▇ ▇▇ Mr W▇▇ ▇▇▇▇▇ ▇▇▇her directly or their respective representatives indirectly invest in AHL, it will conduct all towbar related production and trading activities through companies and other entities directly or indirectly controlled by AHL. 11.4 The Purchaser, the Company and the Vendor shall on Completion, and the Vendor and the Purchaser shall procure that serves as a director (or on any other governing body) within 14 days after Completion the Subsidiairies, Brink Luchtverwarming B.V., Brink Plaattechniek B.V. and Brink Beheer B.V. shall enter into the Trade Name and Logo Agreement in the form of such portfolio company has knowledge of Company Group Confidential InformationSchedule 8.

Restrictive Covenants. (a) Commencing on and The provisions of the Section apply in the event this Agreement is terminated for any reason whatsoever. (i) In the event Section 12(d) governs a termination of this Agreement, then for a period of eighteen one (181) months following the Closing Date (the “Restricted Period”)year after termination or expiration of this Agreement, the Seller Executive shall not, and shall cause its Affiliates not to, directly or indirectly, (x) own, manage, operate, control, direct, be employed by, participate 5 in, or be connected in any manner with the ownership, management, operation, direction or control of any business which competes with the business conducted by the Employer at the time of the termination of this Agreement; (y) solicit any of Employer's customers; or (z) solicit for employment, offer to hire, hire or enter into any employment agreement or similar arrangement with any of the Company Group’s senior executive employees as of the date hereof and as of the Closing (each, a “Restricted Person”); provided, that such prohibition shall not apply to (i) solicitations made to the public or the industry generally through advertising or electronic listing which are not specifically targeted at any such Restricted Person or Employer's employees. (ii) In the solicitation event Section 12(e) governs a termination of this Agreement, then for a period of time equal to the remainder of the term of this Agreement or hiring one (1) year after termination or expiration of this Agreement, whichever is greater, the Executive shall not, directly or indirectly, (x) own, manage, operate, control, direct, be employed by, participate in, or be connected in any manner with the ownership, management, operation, direction or control of any Restricted Person who was not otherwise employed business which competes with the business conducted by the Buyer or its Affiliates (including any member Employer at the time of the Company Group after the Closingtermination of this Agreement; (y) solicit any of Employer's customers; or (z) solicit for six (6) months prior to such hiringemployment any of Employer's employees. (bc) The Seller covenants Executive acknowledges that the foregoing time and agrees that, following other limitations are reasonable and properly required for the Closing Date, adequate protection of the Seller shall notbusiness affairs of the Employer, and shall cause its Affiliates not toin the event any such limitation is found to be unreasonable by a Court of competent jurisdiction, discloseExecutive agrees and submits to the reduction of said limitation to such an area, and shall direct time or other limitation or otherwise as the Sponsors to, treat and hold as strictly confidential, all Company Group Confidential Information. The Seller covenants and agrees Court may determine to take all reasonable steps (and to cause each of its Affiliates to take all reasonable steps) to safeguard such Company Group Confidential Information and to protect it against disclosurebe reasonable. In the event that any limitation under this Section is found to be unreasonable or otherwise invalid in any jurisdiction, in whole or in part, Executive acknowledges, warrants, represents, and agrees that such limitation shall nevertheless be valid in all other jurisdictions. (d) Executive acknowledges, warrants, represents, and agrees that the Seller or its Affiliates is requested or required to disclose any Company Group Confidential Information, restrictive covenants contained in this Section are reasonable and necessary for the Seller shall or shall cause such Person to notify the Buyer promptly protection of the request or requirement so Employer's legitimate business interests and are reasonable in scope and content and represents and warrants that Executive's attorney has reviewed this Agreement with Executive and Executive understands the Buyer may contents of these restrictive covenants. (e) Because a remedy at Buyer’s expense) seek an appropriate protective order or waive compliance with law for any breach of the provisions of this Section 7.27(b). Ifwill be inadequate, in addition to any and all other remedies available to the absence Employer, the Employer shall have the remedies of a protective order or the receipt of a waiver hereunderrestraining order, the Seller or any of its Affiliates is compelled to disclose any Company Group Confidential Information to any Governmental Authority, such Person may disclose the Company Group Confidential Information to the Governmental Authority; provided, that the Seller shall or shall cause such Person to use such Person’s reasonable best efforts to obtain, at the request of the Buyer and at the Buyer’s sole cost and expense, an order injunction or other assurance that confidential treatment shall be accorded equitable relief to such portion of the Company Group Confidential Information required to be disclosed as the Buyer shall designate. Notwithstanding the foregoing, enforce the provisions of this Section 7.27(b) shall not apply to (a) any items of Company Group Confidential Information which are or which become part of the public domain other than as a direct or indirect result of disclosure in breach of this Agreement by the Seller or any of its Affiliates or any Sponsor; (b) any items of Company Group Confidential Information which the Seller or the Sponsors can reasonably demonstrate were independently developed by the Seller or its Affiliates without breaching any of their obligations under this Agreement or applicable Law; (c) any items of Company Group Confidential Information which the Seller or any of its Affiliates (including the Sponsors) lawfully receives on a non-confidential basis in good faith from a third party (other than Representatives of the Company Group) which is not, to the knowledge of the Seller or the applicable Sponsor, under any contractual obligation of confidentiality, or any other legal or fiduciary obligation of confidentiality, with respect to such Company Group Confidential Information; or (d) any items of the Company Group Confidential Information approved for release by written authorization of the Buyer. Notwithstanding the foregoing or anything in this Agreement to the contrary, the Buyer acknowledges that (i) the Seller and its Affiliates, and their respective investment funds and accounts (collectively, the “KPS Funds”) and their respective employees and other representatives (collectively, the “KPS Group”) are engaged in the business of making investments in a variety of companies at various stages of development (the “Investment Business”), (ii) in the course of carrying on the Investment Business, members of the KPS Group receive and review confidential and proprietary information from many sources, invest in many companies, and mentor, advise and otherwise interact with (including by providing individuals to serve on the boards of) investee/portfolio companies, any of which may be competitive with or otherwise adverse to the Company Group and (iii) it is not the intention of the Parties that this Agreement interfere with the ability of the KPS Group to carry on the Investment Business, including the investment in entities competitive with the Buyer or the Company or its Subsidiaries; provided, that, in each case, no Company Group Confidential Information is used or disclosed in connection therewith in breach of this Agreement. The Buyer further acknowledges that certain information relating to the Company Group and their industries gained from access to the Company Group Confidential Information may not be capable of being separated from the KPS Group’s overall knowledge; therefore, provided that neither the KPS Funds nor their respective employees or other representatives disclose any Company Group Confidential Information in violation of this Agreement, the KPS Group will not be deemed to have violated this Agreement solely to the extent Residual Information is used internally in the ordinary course by the KPS Group in connection with the Investment Business. For purposes of this Agreement, “Residual Information” means any information that is retained in the unaided memories of individuals associated with the KPS Group without specific or intentional reference to written or electronic information; provided, that such individuals’ access to the Company Group Confidential Information was not in breach of this Agreement. For purposes hereunder, memory is unaided if (x) such party did not intentionally memorize or otherwise mentally retain for reference the Residual Information for the purpose of retaining it and later using it or disclosing it to a third party, and (y) at the time of such later use such party was not consciously aware (or should reasonably have been aware) that such party was using the Residual Information. In connection with the Investment Business, the KPS Funds make investments in companies in the ordinary course of business and, as a result of such investments, such companies may be deemed to be affiliated or associated with the Restricted Party or the KPS Funds. In addition, certain persons that may be deemed to be affiliated with the Restricted Party or the KPS Funds represent large institutions which the Restricted Party does not control. So long as the KPS Funds do not make any Company Group Confidential Information available to such portfolio companies, individuals or entities, the terms of this Agreement shall not apply to such portfolio companies, individuals or entities; provided, that for the avoidance of doubt, Company Group Confidential Information shall not be imputed to any portfolio companies solely by virtue of the fact that a director, officer or employee of the KPS Funds or their respective representatives that serves as a director (or on any other governing body) of such portfolio company has knowledge of Company Group Confidential Informationhereof.

Restrictive Covenants. (a) Commencing Seller covenants that, commencing on the Closing Date and for a period ending on the fifth anniversary of eighteen (18) months following the Closing Date (the “Restricted "Noncompetition Period”"), the Seller shall not, and shall cause its Affiliates not to, directly or indirectly, solicit for employmentin any capacity, offer engage in or have any direct or indirect ownership interest in, or permit Seller's name to hirebe used in connection with, hire any business anywhere in the world which is engaged, either directly or enter into indirectly, in the business of developing, marketing or selling any employment agreement products or similar arrangement with providing any of the Company Group’s senior executive employees as of the date hereof and as of the Closing (each, a “Restricted Person”); provided, that such prohibition shall not apply to (i) solicitations made to the public or the industry generally through advertising or electronic listing services which are not specifically targeted at any such competitive with products, marketed, sold or under development by, or services provided by, the New Business of Buyer ("Restricted Person or (ii) Business"). It is recognized that the solicitation or hiring Restricted Business is expected to be conducted throughout the world and that more narrow geographical limitations of any Restricted Person who was nature on this non-competition covenant and the non-solicitation covenant set forth in Section 6.6(b) are therefore not otherwise employed by the Buyer or its Affiliates (including any member of the Company Group after the Closing) for six (6) months prior to such hiringappropriate. (b) The Seller covenants that, during the Noncompetition Period, Seller shall not solicit the employment or engagement of services of any Person who is offered employment by Buyer or is or was employed as an employee, consultant or contractor in Seller’s Business during the Noncompetition Period on a full-time or part-time basis. (c) Seller acknowledges that the restrictions contained in this Section 6.6 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement, and consummate the transactions contemplated by this Agreement. Seller acknowledges that any violation of this Section 6.6 will result in irreparable injury to Buyer and agrees thatthat Buyer shall be entitled to preliminary and permanent injunctive relief, following without the Closing Datenecessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of this Section 6.6, which rights shall be cumulative and in addition to any other rights or remedies to which Buyer may be entitled. Without limiting the generality of the foregoing, the Noncompetition Period shall be extended for an additional period equal to any period during which Seller shall not, and shall cause its Affiliates not to, disclose, and shall direct the Sponsors to, treat and hold as strictly confidential, all Company Group Confidential Information. The Seller covenants and agrees to take all reasonable steps (and to cause each or any Affiliate is in breach of its Affiliates to take all reasonable stepsobligations under this Section 6.6. (d) to safeguard such Company Group Confidential Information and to protect it against disclosure. In the event that the Seller or its Affiliates is requested or required to disclose any Company Group Confidential Information, the Seller shall or shall cause such Person to notify the Buyer promptly of the request or requirement so that the Buyer may (at Buyer’s expense) seek an appropriate protective order or waive compliance with the provisions of covenant contained in this Section 7.27(b). If6.6 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in the absence of a protective order or the receipt of a waiver hereunderany jurisdiction, the Seller or then any of its Affiliates court is compelled expressly empowered to disclose any Company Group Confidential Information to any Governmental Authorityreform such covenant, and such Person may disclose the Company Group Confidential Information covenant shall be deemed reformed in such jurisdiction to the Governmental Authority; providedmaximum time, that the Seller shall geographic, product or shall cause such Person to use such Person’s reasonable best efforts to obtain, at the request of the Buyer and at the Buyer’s sole cost and expense, an order service or other assurance that confidential treatment shall be accorded to such portion of the Company Group Confidential Information required to be disclosed as the Buyer shall designatelimitations permitted by applicable Law. Notwithstanding the foregoing, the provisions of The covenants contained in this Section 7.27(b) 6.6 and each provision thereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not apply to (a) invalidate or render unenforceable the remaining covenants or provisions hereof, and any items of Company Group Confidential Information which are such invalidity or which become part of the public domain other than as a direct unenforceability in any jurisdiction shall not invalidate or indirect result of disclosure render unenforceable such covenant or provision in breach of this Agreement by the Seller or any of its Affiliates or any Sponsor; (b) any items of Company Group Confidential Information which the Seller or the Sponsors can reasonably demonstrate were independently developed by the Seller or its Affiliates without breaching any of their obligations under this Agreement or applicable Law; (c) any items of Company Group Confidential Information which the Seller or any of its Affiliates (including the Sponsors) lawfully receives on a non-confidential basis in good faith from a third party (other than Representatives of the Company Group) which is not, to the knowledge of the Seller or the applicable Sponsor, under any contractual obligation of confidentiality, or any other legal or fiduciary obligation of confidentiality, with respect to such Company Group Confidential Information; or (d) any items of the Company Group Confidential Information approved for release by written authorization of the Buyer. Notwithstanding the foregoing or anything in this Agreement to the contrary, the Buyer acknowledges that (i) the Seller and its Affiliates, and their respective investment funds and accounts (collectively, the “KPS Funds”) and their respective employees and other representatives (collectively, the “KPS Group”) are engaged in the business of making investments in a variety of companies at various stages of development (the “Investment Business”), (ii) in the course of carrying on the Investment Business, members of the KPS Group receive and review confidential and proprietary information from many sources, invest in many companies, and mentor, advise and otherwise interact with (including by providing individuals to serve on the boards of) investee/portfolio companies, any of which may be competitive with or otherwise adverse to the Company Group and (iii) it is not the intention of the Parties that this Agreement interfere with the ability of the KPS Group to carry on the Investment Business, including the investment in entities competitive with the Buyer or the Company or its Subsidiaries; provided, that, in each case, no Company Group Confidential Information is used or disclosed in connection therewith in breach of this Agreement. The Buyer further acknowledges that certain information relating to the Company Group and their industries gained from access to the Company Group Confidential Information may not be capable of being separated from the KPS Group’s overall knowledge; therefore, provided that neither the KPS Funds nor their respective employees or other representatives disclose any Company Group Confidential Information in violation of this Agreement, the KPS Group will not be deemed to have violated this Agreement solely to the extent Residual Information is used internally in the ordinary course by the KPS Group in connection with the Investment Business. For purposes of this Agreement, “Residual Information” means any information that is retained in the unaided memories of individuals associated with the KPS Group without specific or intentional reference to written or electronic information; provided, that such individuals’ access to the Company Group Confidential Information was not in breach of this Agreement. For purposes hereunder, memory is unaided if (x) such party did not intentionally memorize or otherwise mentally retain for reference the Residual Information for the purpose of retaining it and later using it or disclosing it to a third party, and (y) at the time of such later use such party was not consciously aware (or should reasonably have been aware) that such party was using the Residual Information. In connection with the Investment Business, the KPS Funds make investments in companies in the ordinary course of business and, as a result of such investments, such companies may be deemed to be affiliated or associated with the Restricted Party or the KPS Funds. In addition, certain persons that may be deemed to be affiliated with the Restricted Party or the KPS Funds represent large institutions which the Restricted Party does not control. So long as the KPS Funds do not make any Company Group Confidential Information available to such portfolio companies, individuals or entities, the terms of this Agreement shall not apply to such portfolio companies, individuals or entities; provided, that for the avoidance of doubt, Company Group Confidential Information shall not be imputed to any portfolio companies solely by virtue of the fact that a director, officer or employee of the KPS Funds or their respective representatives that serves as a director (or on any other governing body) of such portfolio company has knowledge of Company Group Confidential Informationjurisdiction.

Restrictive Covenants. 2.1 Each Owner (in this clause referred to as the “Grantor”), as the owner of the Unit owned by him (in this clause referred to as the “Servient Unit”), does hereby covenant and agree with and in favour of the Owners (collectively referred to in this clause as the “Grantees”). as owners of the other Units in the Condominium Plan (in this clause referred to as the “Dominant Units”), and in favour of the Club and Corporation (each being hereby authorized by the Owners to oversee and enforce the provisions hereof), to observe, adhere to and be bound by those covenants, restrictions and prohibitions in respect of the Servient Unit being namely: (a) Commencing on that the Grantor shall not at any time up to January 1, 2008 in any permanent or temporary manner whatsoever improve, develop, alter, build upon or renovate, or install or set any structure upon (whether in the nature of initial construction or subsequent renovations thereto) his Servient Unit or otherwise affect the appearance of his Servient (b) that the Grantor shall not at anytime from and including January 1, 2008 in any permanent or temporary manner whatsoever improve, develop, alter or build upon or renovate, or install or set any structure upon (whether in the nature of initial construction or subsequent renovations thereto) his Servient Unit or otherwise affect the appearance of his Servient Unit unless such improvement, development, alteration, building, renovation or installation has first been approved in writing by the board of directors of the Club, which approval shall not be unreasonably withheld; (c) that the Grantor shall not permit any development upon his Servient Unit which does not provide for a period storm water management and drainage as set forth in the report prepared for the Developer by ▇▇▇▇▇▇▇▇ Engineering Resources, Inc.; (d) that the Grantor shall not allow any commercial vehicle or recreational vehicle to be upon the Servient Unit for more than 48 hours unless screened or located to the satisfaction of eighteen the board of directors of the Club; (18e) months following that the Closing Date use of each Servient Unit (other than legal unit 1 of the “Restricted Period”Condominium Plan), as the Seller shall not, and shall cause its Affiliates not to, directly or indirectly, solicit for employment, offer to hire, hire or enter into any employment agreement or similar arrangement with any boundaries of the Company Group’s senior executive employees that Servient Unit exist as of at the date hereof and as irrespective of any future subdivision(s) of such Servient Unit, shall be subject to the Closing (each, a “Restricted Person”); provided, that such prohibition shall not apply to following restrictions: (i) solicitations made to the public or the industry generally through advertising or electronic listing which are not specifically targeted at any such Restricted Person or (ii) the solicitation or hiring of any Restricted Person who was not otherwise employed by the Buyer or its Affiliates (including any member of the Company Group after the Closing) for six (6) months prior to such hiring. (b) The Seller covenants and agrees that, following the Closing Date, the Seller shall not, and shall cause its Affiliates not to, disclose, and shall direct the Sponsors to, treat and hold as strictly confidential, all Company Group Confidential Information. The Seller covenants and agrees to take all reasonable steps (and to cause each of its Affiliates to take all reasonable steps) to safeguard such Company Group Confidential Information and to protect it against disclosure. In the event that the Seller or its Affiliates is requested or required to disclose any Company Group Confidential Information, the Seller shall or shall cause such Person to notify the Buyer promptly of the request or requirement so that the Buyer may (at Buyer’s expense) seek an appropriate protective order or waive compliance with the provisions of this Section 7.27(b). If, in the absence of a protective order or the receipt of a waiver hereunder, the Seller or any of its Affiliates is compelled to disclose any Company Group Confidential Information to any Governmental Authority, such Person may disclose the Company Group Confidential Information to the Governmental Authority; provided, that the Seller shall or shall cause such Person to use such Person’s reasonable best efforts to obtain, at the request of the Buyer and at the Buyer’s sole cost and expense, an order or other assurance that confidential treatment shall be accorded to such portion of the Company Group Confidential Information required to be disclosed as the Buyer shall designate. Notwithstanding the foregoing, the provisions of this Section 7.27(b) shall not apply to (a) be used for any items of Company Group Confidential Information which are or which become part of the public domain purpose other than as a direct or indirect result of disclosure in breach of this Agreement one-family residence by the Seller or any of its Affiliates or any Sponsor; (b) any items of Company Group Confidential Information which the Seller or the Sponsors can reasonably demonstrate were independently developed by the Seller or its Affiliates without breaching any of their obligations under this Agreement or applicable Law; (c) any items of Company Group Confidential Information which the Seller or any of its Affiliates (including the Sponsors) lawfully receives on a non-confidential basis in good faith from a third party (other than Representatives Owner of the Company Group) which is notUnit, to the knowledge his family, his servants and guests or by a tenant of the Seller or the applicable Sponsor, under any contractual obligation of confidentiality, or any other legal or fiduciary obligation of confidentiality, with respect to such Company Group Confidential Information; or (d) any items of the Company Group Confidential Information approved for release by written authorization of the Buyer. Notwithstanding the foregoing or anything in this Agreement to the contraryOwner, the Buyer acknowledges that (i) the Seller tenant’s family, servants and its Affiliatesguests, and their respective investment funds and accounts (collectively, the “KPS Funds”) and their respective employees and other representatives (collectively, the “KPS Group”) are engaged in the business of making investments in a variety of companies at various stages of development (the “Investment Business”), (ii) in the course of carrying any garage on the Investment Business, members Unit shall only be used for parking of the KPS Group receive motor vehicles and review confidential and proprietary information from many sources, invest in many companiesstorage of personal belongings, and mentor, advise and otherwise interact with (including by providing individuals to serve on the boards of) investee/portfolio companies, any of which may be competitive with or otherwise adverse to the Company Group and (iii) it is not the intention of the Parties that this Agreement interfere with the ability of the KPS Group to carry on the Investment Business, including the investment in entities competitive with the Buyer or the Company or its Subsidiaries; provided, that, in each case, no Company Group Confidential Information is used or disclosed in connection therewith in breach of this Agreement. The Buyer further acknowledges that certain information relating to the Company Group and their industries gained from access to the Company Group Confidential Information may not be capable of being separated from the KPS Group’s overall knowledge; therefore, provided that neither the KPS Funds nor their respective employees or other representatives disclose any Company Group Confidential Information in violation of this Agreement, the KPS Group will not be deemed to have violated this Agreement solely to the extent Residual Information is used internally in the ordinary course by the KPS Group in connection with the Investment Business. For purposes of this Agreement, “Residual Information” means any information that is retained in the unaided memories of individuals associated with the KPS Group without specific or intentional reference to written or electronic information; provided, that such individuals’ access to the Company Group Confidential Information was not in breach of this Agreement. For purposes hereunder, memory is unaided if (x) such party did not intentionally memorize or otherwise mentally retain for reference the Residual Information for the purpose of retaining it and later using it or disclosing it to a third party, and (y) at the time of such later use such party was not consciously aware (or should reasonably have been aware) that such party was using the Residual Information. In connection with the Investment Business, the KPS Funds make investments in companies in the ordinary course of business and, as a result of such investments, such companies may be deemed to be affiliated or associated with the Restricted Party or the KPS Funds. In addition, certain persons that may be deemed to be affiliated with the Restricted Party or the KPS Funds represent large institutions which the Restricted Party does not control. So long as the KPS Funds do not make any Company Group Confidential Information available to such portfolio companies, individuals or entities, the terms of this Agreement shall not apply to such portfolio companies, individuals or entities; provided, that for the avoidance of doubt, Company Group Confidential Information shall not be imputed to any portfolio companies solely by virtue of the fact that a director, officer or employee of the KPS Funds or their respective representatives that serves as a director (or on any other governing body) of such portfolio company has knowledge of Company Group Confidential Information.hereof:

Restrictive Covenants. (a) Commencing on and for For a period of eighteen (18) months following five years from and after the Closing Date (the “Restricted Period”), neither Seller nor any of its Affiliates shall, directly or indirectly, whether by itself or in combination with any Affiliate, partner, joint venturer, agent, salesman, consultant, officer or director of any Person or otherwise, (i) manufacture or sell creosote products or perform any services in respect of creosote products (each, a “Competing Business”) or engage in, invest, manage, operate, lend funds to or provide consulting, manufacturing or co-packing services to any Person engaged in any Competing Business anywhere in North America, (ii) a solicit business, business relationships, or orders for any Competing Business for any Person anywhere in North America, or (iii) hire, solicit for employment, or encourage to leave the employment of Purchaser (or any third party who may employ such Persons for the benefit of Purchaser) any employee of Purchaser or its Affiliates; provided, however, Seller may conduct a general solicitation for employment that is not targeted at employees of Purchaser or its Affiliates. (b) From and after the Closing Date, Seller shall not, not and shall cause its Affiliates and its and their respective officers, directors and employees not to, directly or indirectly, solicit disclose, reveal, divulge or communicate to any Person other than authorized officers, directors and employees of Purchaser, Seller or Parent or their respective Affiliates or use or otherwise exploit for employmentits own or their own benefit in any Competing Business, offer any Confidential Information. Seller and its officers, directors, employees and Affiliates shall not have any obligation to hire, hire or enter into keep confidential any employment agreement or similar arrangement with any of Confidential Information if and to the Company Group’s senior executive employees as of the date hereof and as of the Closing (each, a “Restricted Person”)extent disclosure thereof is specifically required by applicable Law; provided, that such prohibition shall not apply to (i) solicitations made in the event disclosure is required by applicable Law, Seller shall, to the public or the industry generally through advertising or electronic listing which are not specifically targeted at any extent reasonably possible, provide Purchaser with prompt notice of such Restricted Person or (ii) the solicitation or hiring of any Restricted Person who was not otherwise employed by the Buyer or its Affiliates (including any member of the Company Group after the Closing) for six (6) months requirement prior to such hiring. (b) The Seller covenants and agrees that, following the Closing Date, the Seller shall not, and shall cause its Affiliates not to, disclose, and shall direct the Sponsors to, treat and hold as strictly confidential, all Company Group Confidential Information. The Seller covenants and agrees to take all reasonable steps (and to cause each of its Affiliates to take all reasonable steps) to safeguard such Company Group Confidential Information and to protect it against disclosure. In the event that the Seller or its Affiliates is requested or required to disclose making any Company Group Confidential Information, the Seller shall or shall cause such Person to notify the Buyer promptly of the request or requirement disclosure so that the Buyer Purchaser may (at Buyer’s expense) seek an appropriate protective order or waive compliance with the provisions of this Section 7.27(b). If, in the absence of a protective order or the receipt of a waiver hereunder, the Seller or any of its Affiliates is compelled to disclose any Company Group Confidential Information to any Governmental Authority, such Person may disclose the Company Group Confidential Information to the Governmental Authority; provided, that the Seller shall or shall cause such Person to use such Person’s reasonable best efforts to obtain, at the request of the Buyer and at the Buyer’s sole cost and expense, an order or other assurance that confidential treatment shall be accorded to such portion of the Company Group Confidential Information required to be disclosed as the Buyer shall designateorder. Notwithstanding the foregoing, the provisions of this Section 7.27(b) Seller shall not apply be entitled to (a) any items of Company Group use Confidential Information which are or which become part of the public domain other than as a direct or indirect result of disclosure in breach of this Agreement by the Seller or any of its Affiliates or any Sponsor; (b) any items of Company Group Confidential Information which the Seller or the Sponsors can reasonably demonstrate were independently developed by the Seller or its Affiliates without breaching any of their obligations under this Agreement or applicable Law; (c) any items of Company Group Confidential Information which the Seller or any of its Affiliates (including the Sponsors) lawfully receives on a non-confidential basis in good faith from a third party (other than Representatives of the Company Group) which is not, to the knowledge of the Seller or the applicable Sponsor, under any contractual obligation of confidentiality, or any other legal or fiduciary obligation of confidentiality, with respect to such Company Group Confidential Information; or (d) any items of the Company Group Confidential Information approved for release by written authorization of the Buyer. Notwithstanding the foregoing or anything in this Agreement to the contrary, the Buyer acknowledges that (i) the Seller and its Affiliates, and their respective investment funds and accounts (collectively, the “KPS Funds”) and their respective employees and other representatives (collectively, the “KPS Group”) are engaged in the business of making investments in a variety of companies at various stages of development (the “Investment Business”), (ii) in the course of carrying on the Investment Business, members of the KPS Group receive and review confidential and proprietary information from many sources, invest in many companies, and mentor, advise and otherwise interact with (including by providing individuals to serve on the boards of) investee/portfolio companies, any of which may be competitive with or otherwise adverse to the Company Group and (iii) it is not the intention of the Parties that this Agreement interfere with the ability of the KPS Group to carry on the Investment Business, including the investment in entities competitive with the Buyer or the Company or its Subsidiaries; provided, that, in each case, no Company Group Confidential Information is used or disclosed in connection therewith in breach of this Agreement. The Buyer further acknowledges that certain information relating to the Company Group and their industries gained from access to the Company Group Confidential Information may not be capable of being separated from the KPS Group’s overall knowledge; therefore, provided that neither the KPS Funds nor their respective employees or other representatives disclose any Company Group Confidential Information in violation of this Agreement, the KPS Group will not be deemed to have violated this Agreement solely to the extent Residual Information is used internally in the ordinary course by the KPS Group in connection deems appropriate to administer or otherwise deal with the Investment Business. For purposes of this Agreement, “Residual Information” means any information that is retained in the unaided memories of individuals associated Excluded Assets and Excluded Liabilities and comply with its reporting obligations with the KPS Group without specific or intentional reference to written or electronic information; provided, that such individuals’ access to the Company Group Confidential Information was not in breach of this Agreement. For purposes hereunder, memory is unaided if (x) such party did not intentionally memorize or otherwise mentally retain for reference the Residual Information for the purpose of retaining it Securities and later using it or disclosing it to a third party, and (y) at the time of such later use such party was not consciously aware (or should reasonably have been aware) that such party was using the Residual Information. In connection with the Investment Business, the KPS Funds make investments in companies in the ordinary course of business and, as a result of such investments, such companies may be deemed to be affiliated or associated with the Restricted Party or the KPS Funds. In addition, certain persons that may be deemed to be affiliated with the Restricted Party or the KPS Funds represent large institutions which the Restricted Party does not control. So long as the KPS Funds do not make any Company Group Confidential Information available to such portfolio companies, individuals or entities, the terms of this Agreement shall not apply to such portfolio companies, individuals or entities; provided, that for the avoidance of doubt, Company Group Confidential Information shall not be imputed to any portfolio companies solely by virtue of the fact that a director, officer or employee of the KPS Funds or their respective representatives that serves as a director (or on any other governing body) of such portfolio company has knowledge of Company Group Confidential InformationExchange Commission.

Restrictive Covenants. (a) Commencing During the period beginning on the Closing Date and for ending on the second anniversary thereof, each Seller (other than any Seller who continues to be employed by the Company or any Subsidiary after the Closing) agrees, solely with respect to itself, not to directly or through a period direct or indirect subsidiary or Affiliate thereof: (i) purchase, invest in or fund any FBO at any of eighteen (18) months following the locations at which the Company or a Subsidiary owns or operates an FBO as of the Closing Date (excluding any FBO for which the “Restricted Period”), the Seller shall not, and shall cause its Affiliates not to, directly or indirectly, solicit for employment, offer to hire, hire or enter into any employment agreement or similar arrangement with any of assets related thereto are distributed from the Company Group’s senior executive employees as of or a Subsidiary to the date hereof and as of Sellers or their Affiliates in accordance with this Agreement prior to the Closing Date) (each, a an “Restricted PersonAcquired FBO”); provided, that such prohibition shall not apply to (i) solicitations made to the public or the industry generally through advertising or electronic listing which are not specifically targeted at any such Restricted Person or (ii) open for business, invest in, fund or otherwise assist the solicitation or hiring establishment of any Restricted Person who was not otherwise employed by the Buyer or its Affiliates (including new FBO at any member of the locations at which the Company Group after the Closing) for six (6) months prior to such hiringor a Subsidiary owns or operates an Acquired FBO. (b) The Notwithstanding the restrictions set forth in Section 5.11(a), any Seller covenants may: (i) own, solely as an investment, up to five percent of any class of securities of any Person if such securities are listed on any national or regional securities exchange so long as such Seller is not a director or officer of such Person; (ii) be employed by an entity that has operations that would otherwise violate Section 5.11(a) if such Seller’s position and agrees that, following job function with such entity do not involve such operations; (iii) be employed by the Closing Date, the Seller shall not, and shall cause its Affiliates not to, disclose, and shall direct the Sponsors to, treat and hold as strictly confidential, all Company Group Confidential Information. The Seller covenants and agrees to take all reasonable steps (and to cause each of its Affiliates to take all reasonable steps) to safeguard such Company Group Confidential Information and to protect it against disclosure. In the event that the Seller or its Affiliates is requested or required to disclose any Company Group Confidential Information, the Seller shall or shall cause such Person to notify the Buyer promptly of the request or requirement so that the Buyer may (at Buyer’s expense) seek an appropriate protective order or waive compliance with the provisions of this Section 7.27(b). If, in the absence of a protective order or the receipt of a waiver hereunder, the Seller Purchaser or any of its Affiliates is compelled to disclose any Company Group Confidential Information to any Governmental AuthorityAffiliates; (iv) own, such Person may disclose the Company Group Confidential Information to the Governmental Authority; providedoperate, that the Seller shall manage, lease, sell, transfer or shall cause such Person to use such Person’s reasonable best efforts to obtain, at the request otherwise dispose of the Buyer Excluded Assets; and at the Buyer’s sole cost and expense(v) own, an order operate, manage, lease, sell, transfer or other assurance that confidential treatment shall be accorded to such portion otherwise dispose of the Company Group Confidential Information required to be disclosed as the Buyer shall designate. Notwithstanding the foregoing, the provisions of this Section 7.27(b) shall not apply to (a) any items of Company Group Confidential Information which are or which become part of the public domain other than as a direct or indirect result of disclosure in breach of this Agreement by the Seller or any of its Affiliates or any Sponsor; (b) any items of Company Group Confidential Information which the Seller or the Sponsors can reasonably demonstrate were independently developed by the Seller or its Affiliates without breaching any of their obligations under this Agreement or applicable Law; aircraft maintenance operations. (c) any items of Company Group Confidential Information which Each Seller specifically acknowledges and agrees that the breach by such Seller or any of its Affiliates (including covenants contained in this Section 5.11 may cause the Sponsors) lawfully receives on a non-confidential basis Purchaser irreparable harm that is not compensable solely in good faith from a third party (other than Representatives of the Company Group) which monetary damages. Each Seller acknowledges and agrees that it is not, essential to the knowledge effective enforcement of this provision that the Seller or the applicable Sponsor, under any contractual obligation of confidentiality, or any other legal or fiduciary obligation of confidentiality, with respect to such Company Group Confidential Information; or (d) any items of the Company Group Confidential Information approved for release by written authorization of the Buyer. Notwithstanding the foregoing or anything in this Agreement Purchaser be entitled to the contraryremedy of an injunction and it agrees to the granting of such an injunction, the Buyer acknowledges that (i) the Seller and its Affiliateswithout any showing of damages or posting of any bond, and their respective investment funds and accounts (collectively, the “KPS Funds”) and their respective employees and other representatives (collectively, the “KPS Group”) are engaged in the business event of making investments in a variety breach by such Seller of companies at various stages of development (the “Investment Business”), (ii) in the course of carrying on the Investment Business, members of the KPS Group receive and review confidential and proprietary information from many sources, invest in many companies, and mentor, advise and otherwise interact with (including by providing individuals to serve on the boards of) investee/portfolio companies, any of which may be competitive with or otherwise adverse to the Company Group and (iii) it is not the intention of the Parties that this Agreement interfere with the ability of the KPS Group to carry on the Investment Business, including the investment in entities competitive with the Buyer or the Company or its Subsidiaries; provided, that, in each case, no Company Group Confidential Information is used or disclosed in connection therewith in breach of this Agreement. The Buyer further acknowledges that certain information relating to the Company Group and their industries gained from access to the Company Group Confidential Information may not be capable of being separated from the KPS Group’s overall knowledge; therefore, provided that neither the KPS Funds nor their respective employees or other representatives disclose any Company Group Confidential Information in violation of this Agreement, the KPS Group will not be deemed to have violated this Agreement solely to the extent Residual Information is used internally in the ordinary course by the KPS Group in connection with the Investment Business. For purposes of this Agreement, “Residual Information” means any information that is retained in the unaided memories of individuals associated with the KPS Group without specific or intentional reference to written or electronic information; provided, that such individuals’ access to the Company Group Confidential Information was not in breach of this Agreement. For purposes hereunder, memory is unaided if (x) such party did not intentionally memorize or otherwise mentally retain for reference the Residual Information for the purpose of retaining it and later using it or disclosing it to a third party, and (y) at the time of such later use such party was not consciously aware (or should reasonably have been aware) that such party was using the Residual Information. In connection with the Investment Business, the KPS Funds make investments in companies in the ordinary course of business and, as a result of such investments, such companies may be deemed to be affiliated or associated with the Restricted Party or the KPS Funds. In addition, certain persons that may be deemed to be affiliated with the Restricted Party or the KPS Funds represent large institutions which the Restricted Party does not control. So long as the KPS Funds do not make any Company Group Confidential Information available to such portfolio companies, individuals or entities, the terms of this Agreement shall not apply to such portfolio companies, individuals or entities; provided, that for the avoidance provision. (d) A breach of doubt, Company Group Confidential Information this Section 5.11 by any particular Seller shall not be imputed to any portfolio companies solely by virtue of the fact that a director, officer or employee of the KPS Funds or their respective representatives that serves as a director (or on any other governing body) of such portfolio company has knowledge of Company Group Confidential InformationSellers.

Restrictive Covenants. (a) Commencing on In light of the special and unique services that will be furnished to the Company by BORNE and the Confidential Information that has been and will be disclosed to him during his employment, BORNE agrees that during his employment hereunder, and for a period of eighteen two (182) months following years thereafter, he will refrain from, without the Closing Date written consent of the Company, directly or indirectly, whether as principal, agent, officer, director, consultant, employee, partner, member, stockholder or owner of or in any capacity with any corporation, partnership, business, firm, individual, company or any other entity, (i) carrying on or engaging in, or assisting another to carry on or engage in, in the parishes of the State of Louisiana and counties of the other states specified on Attachment A hereto (the “Restricted PeriodAreas”)) in which the Company or any of its affiliates are then engaged in business, any business, work or activity similar to the business of the Company or its affiliates and (ii) soliciting customers of the Company or its affiliates in the Restricted Area. BORNE specifically agrees that because of his special expertise and the special and unique services that he will be furnishing to the Company, and because of the Confidential Information that has been acquired by him or has been or will be disclosed to him during his employment with the Company, the Seller shall Restricted Area and above-stated time period, in and during which he will refrain from the activities described above, are reasonable in scope and duration and are necessary to afford the Company just and adequate protection against the irreparable damage which would result to the Company from any activities prohibited by this Section. (b) BORNE agrees that, during the term of his employment and for a period of two (2) years thereafter, he will not, and shall cause its Affiliates not to, directly or indirectly, solicit for employment, offer advise or recommend to hireany other person that they solicit for employment, hire or enter into any employment agreement or similar arrangement with any employee of the Company Group’s senior executive employees as of the date hereof and as of the Closing (each, a “Restricted Person”); provided, that such prohibition shall not apply to (i) solicitations made to the public or the industry generally through advertising or electronic listing which are not specifically targeted at any such Restricted Person or (ii) the solicitation or hiring of any Restricted Person who was not otherwise employed by the Buyer or its Affiliates (including any member of the Company Group after the Closing) for six (6) months prior to such hiringCompany. (bc) The Seller covenants It is the desire and agrees that, following the Closing Date, the Seller shall not, and shall cause its Affiliates not to, disclose, and shall direct the Sponsors to, treat and hold as strictly confidential, all Company Group Confidential Information. The Seller covenants and agrees to take all reasonable steps (and to cause each of its Affiliates to take all reasonable steps) to safeguard such Company Group Confidential Information and to protect it against disclosure. In the event that the Seller or its Affiliates is requested or required to disclose any Company Group Confidential Information, the Seller shall or shall cause such Person to notify the Buyer promptly intent of the request or requirement so parties that the Buyer may (at Buyer’s expense) seek an appropriate protective order or waive compliance with the provisions of this Section 7.27(b). If, in the absence of a protective order or the receipt of a waiver hereunder, the Seller or any of its Affiliates is compelled to disclose any Company Group Confidential Information to any Governmental Authority, such Person may disclose the Company Group Confidential Information 7 shall be enforced to the Governmental Authority; providedfullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, that the Seller shall or shall cause such Person to use such Person’s reasonable best efforts to obtain, at the request of the Buyer and at the Buyer’s sole cost and expense, an order or other assurance that confidential treatment shall be accorded to such if any particular portion of the Company Group Confidential Information required to be disclosed as the Buyer shall designate. Notwithstanding the foregoing, the provisions of this Section 7.27(b) 7 shall not be adjudicated to be invalid or unenforceable, this Section 7 shall be deemed amended to delete therefrom the portion thus adjudicated to be invalid or unenforceable, such deletion to apply to (a) any items of Company Group Confidential Information which are or which become part of the public domain other than as a direct or indirect result of disclosure in breach of this Agreement by the Seller or any of its Affiliates or any Sponsor; (b) any items of Company Group Confidential Information which the Seller or the Sponsors can reasonably demonstrate were independently developed by the Seller or its Affiliates without breaching any of their obligations under this Agreement or applicable Law; (c) any items of Company Group Confidential Information which the Seller or any of its Affiliates (including the Sponsors) lawfully receives on a non-confidential basis in good faith from a third party (other than Representatives of the Company Group) which is not, to the knowledge of the Seller or the applicable Sponsor, under any contractual obligation of confidentiality, or any other legal or fiduciary obligation of confidentiality, only with respect to such Company Group Confidential Information; or (d) any items the operation of the Company Group Confidential Information approved for release by written authorization of the Buyer. Notwithstanding the foregoing or anything in this Agreement to the contrary, the Buyer acknowledges that (i) the Seller and its Affiliates, and their respective investment funds and accounts (collectively, the “KPS Funds”) and their respective employees and other representatives (collectively, the “KPS Group”) are engaged Section in the business of making investments particular jurisdiction in a variety of companies at various stages of development (the “Investment Business”), (ii) in the course of carrying on the Investment Business, members of the KPS Group receive and review confidential and proprietary information from many sources, invest in many companies, and mentor, advise and otherwise interact with (including by providing individuals to serve on the boards of) investee/portfolio companies, any of which may be competitive with or otherwise adverse to the Company Group and (iii) it such adjudication is not the intention of the Parties that this Agreement interfere with the ability of the KPS Group to carry on the Investment Business, including the investment in entities competitive with the Buyer or the Company or its Subsidiaries; provided, that, in each case, no Company Group Confidential Information is used or disclosed in connection therewith in breach of this Agreement. The Buyer further acknowledges that certain information relating to the Company Group and their industries gained from access to the Company Group Confidential Information may not be capable of being separated from the KPS Group’s overall knowledge; therefore, provided that neither the KPS Funds nor their respective employees or other representatives disclose any Company Group Confidential Information in violation of this Agreement, the KPS Group will not be deemed to have violated this Agreement solely to the extent Residual Information is used internally in the ordinary course by the KPS Group in connection with the Investment Business. For purposes of this Agreement, “Residual Information” means any information that is retained in the unaided memories of individuals associated with the KPS Group without specific or intentional reference to written or electronic information; provided, that such individuals’ access to the Company Group Confidential Information was not in breach of this Agreement. For purposes hereunder, memory is unaided if (x) such party did not intentionally memorize or otherwise mentally retain for reference the Residual Information for the purpose of retaining it and later using it or disclosing it to a third party, and (y) at the time of such later use such party was not consciously aware (or should reasonably have been aware) that such party was using the Residual Information. In connection with the Investment Business, the KPS Funds make investments in companies in the ordinary course of business and, as a result of such investments, such companies may be deemed to be affiliated or associated with the Restricted Party or the KPS Funds. In addition, certain persons that may be deemed to be affiliated with the Restricted Party or the KPS Funds represent large institutions which the Restricted Party does not control. So long as the KPS Funds do not make any Company Group Confidential Information available to such portfolio companies, individuals or entities, the terms of this Agreement shall not apply to such portfolio companies, individuals or entities; provided, that for the avoidance of doubt, Company Group Confidential Information shall not be imputed to any portfolio companies solely by virtue of the fact that a director, officer or employee of the KPS Funds or their respective representatives that serves as a director (or on any other governing body) of such portfolio company has knowledge of Company Group Confidential Informationmade.

Restrictive Covenants. (a) Commencing As a material and significant inducement to Parent to enter into this Agreement, and for the consideration set forth in this Agreement, each of the Sellers (other than Allied Capital Corporation) agrees that, for the periods set forth opposite such Seller's name in Section 6.13 of the Disclosure Schedule from and after the Closing Date, such Seller shall not, singly, jointly or as a partner, member, employee, agent, officer, director, manager, stockholder (except as expressly provided below), investor, consultant, independent contractor, or joint venturer of any other person or entity, directly or indirectly: (i) own, manage, control, participate in, consult with, or render services for any competitor with respect to the businesses of the Company (including, without limitation, the magazine fulfillment business currently owned by Time Warner, Hearst Corporation, Strategic Fulfillment Group, Automated Resources Group, Inc., Advantage Computing Systems, or any of their respective successors or assigns, or any of their respective subsidiaries or affiliates); provided, however, any such Seller may seek employment with the fulfillment -------- ------- departments of publishers who do not have fulfillment operations that service third-party publishers and do not have plans to establish fulfillment operations that service third-party publishers; (ii) in any manner, engage in any business competing with the businesses of the Company or its subsidiaries or affiliates as such businesses exist or are in process on the date hereof or on the Closing Date. Notwithstanding anything herein to the contrary, nothing herein shall prohibit such any Seller from (x) being a passive owner of not more than 2% of the outstanding securities of a corporation that is publicly traded, so long as such Seller has no active participation in the business or management of such entity or (y) engaging in the activities set forth in Section 6.13 of the Disclosure Schedule. (b) As a material and significant inducement to Parent to enter into this Agreement, and for the consideration set forth in this Agreement, Allied Capital Corporation agrees that, for a period of eighteen (18) months following three years from and after the Closing Date (the “Restricted Period”)Date, the Seller it shall not, and shall cause its Affiliates not todirectly or indirectly , acquire or otherwise obtain control (whether by ownership of equity securities, through any voting or similar agreements or otherwise) of the subscription fulfillment or related business currently owned, directly or indirectly, solicit for employmentby Hearst Corporation and Time Warner Inc. Nothing herein shall prevent Allied Capital Corporation from owning , offer as a passive investor, any class of equity security of the subscription fulfillment or related businesses currently owned, directly or indirectly, by Hearst Corporation and Time Warner Inc., or from entering into lending or other financial arrangements with such businesses that do not result in Allied Capital Corporation acquiring control of such businesses. (c) As a material and significant inducement to hire, hire or Parent to enter into this Agreement, and for the consideration set forth in this Agreement, each of the Sellers agrees that, for a period of three years from and after the Closing Date, such Seller shall not, directly or indirectly, either individually, collectively or in combination, for itself or on behalf of any other Person, (i) directly or indirectly solicit the employment agreement or similar arrangement with of any employee of the Company Group’s senior executive employees who is so employed on the date of this Agreement, or (ii) hire any person who on the date of this Agreement is an officer of the Company, unless such officer ceased to be employed by the Company for a period of at least three months prior to such hiring; provided, however, that the foregoing shall not apply if (A) the -------- ------- contact is a result of an officer's or employee's response to an employment advertisement directed at the general public, (B) the officer or employee is contacted by an independent recruiter but without specific instructions to solicit one or more of such officers or employees, or (C) the officer or employee initiates the contact with the Seller or its Affiliates. For the avoidance of doubt, the Parties acknowledge and agree that Allied Capital Corporation's ownership of an equity or debt investment in a Person, either as of the date hereof or in the future, shall not, in and as of itself, violate the Closing (each, a “Restricted Person”provisions of this Section 6.13(c); provided, that such prohibition shall not apply to . (i) solicitations Each Seller acknowledges that is has acquired and may continue to acquire, certain confidential information (including, without limitation, procedures, memoranda, notes, records and customer lists, whether such information has been or is made, developed or compiled by such Seller or otherwise has been or is made available to such Seller) regarding the business and operations of the Company, its subsidiaries or affiliates. Each Seller acknowledges that such information is unique, valuable and considered to be proprietary by the Company. Such information is referred to in this Agreement as "Confidential Information," except that the following shall not be considered ------------------------- Confidential Information: (A) information released from confidential treatment by written consent of the Company and Parent, (B) information disclosed and made available to the general public under operation of law or that is otherwise in the industry generally public domain through advertising no act or electronic listing failure to act on the part of any Seller, (C) information that was, at the time of receipt, otherwise known to the Seller without restrictions as to use or disclosure, (D) information that becomes known to the Seller from a source other than the Company, which are not specifically targeted at source has no duty of confidentiality with respect to the information, and (E) information that is independently developed by the Seller without reliance on or access to any such Restricted Person or of the Company's Confidential Information. (ii) Each Seller agrees that all Confidential Information is and will remain the solicitation or hiring of any Restricted Person who was not otherwise employed by the Buyer or its Affiliates (including any member property of the Company Group Company, and that, from and after the Closing) date of this Agreement, such Seller will hold in the strictest confidence all Confidential Information and will not, directly or indirectly, duplicate, sell, use, lease, commercialize, disclose or otherwise divulge or transfer to any Person any portion of the Confidential Information or use any Confidential Information for six (6) months prior such Seller's own benefit or profit or allow any Person, other than the Company, its authorized affiliates and their authorized employees, to such hiringuse or otherwise gain access to any Confidential Information. (biii) The Seller covenants and agrees that, following the Closing Date, the Seller shall not, and shall cause its Affiliates not to, disclose, and shall direct the Sponsors to, treat and hold as strictly confidential, all Company Group Confidential Information. The Seller covenants and agrees to take all reasonable steps (and to cause each of its Affiliates to take all reasonable steps) to safeguard such Company Group Confidential Information and to protect it against disclosure. In the event that the any Seller or any of its Affiliates Representatives is requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any Company Group Confidential Information, the such Seller shall or shall cause provide the Company with prompt written notice of any such Person to notify the Buyer promptly of the request or requirement so that the Buyer Company may (at Buyer’s expense) seek an appropriate a protective order or other appropriate remedy or waive compliance with the provisions of this Section 7.27(b)6.13. If, in the absence of a protective order or other remedy or the receipt of a written waiver hereunderby the Company, the such Seller or any of its Affiliates Representatives is nonetheless in the opinion of its counsel legally compelled to disclose any Company Group Confidential Information to any Governmental Authoritytribunal or else stand liable for contempt or suffer other censure or penalty, such Person may Seller or such Representative may, without liability hereunder, disclose to such tribunal only that portion of the Confidential Information which counsel advises such Seller or its Representative that it is legally required to disclose, provided that such Seller and its Representative shall exercise best efforts to preserve the confidentiality by cooperating with the Company Group to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information by such tribunal. (iv) Each Seller shall return all Confidential Information and all copies thereof, including, without limitation, written and electronic copies, as well as summaries, notes, memoranda, plans, records, reports, computer tapes, printouts and software or other documents, materials or things containing Confidential Information to the Governmental Authority; provided, that Company promptly upon the Seller shall or shall cause such Person to use such Person’s reasonable best efforts to obtain, at the written request of the Buyer Company for any reason and at the Buyer’s sole cost and expenseany time and, if such Seller is an order or other assurance that confidential treatment shall be accorded to such portion employee of the Company Group or its subsidiaries or affiliates, upon the termination of such employment; provided that each Seller and its Representatives shall be permitted to retain copies of any Confidential Information that is reasonably required to be disclosed as retained for applicable financial, tax, regulatory, legal or other purposes. (e) Each of the Buyer shall designate. Notwithstanding Sellers acknowledges that the foregoing, the provisions of restrictions contained in this Section 7.27(b6.13 applicable to such Seller, in light of the nature of the business in which Holdings and the Company are engaged, are reasonable and necessary to protect the legitimate interests of the Holdings and the Company (and their Affiliates, including, following Closing, Parent), and that any violation of these restrictions would result in irreparable injury to the Holdings and the Company (and their Affiliates, including, following Closing, Parent). Each of the Sellers therefore agrees that, in the event of such Seller's violation of any of the restrictions applicable to such Seller, Holdings and the Company (and their Affiliates, including, following Closing, Parent) shall not apply be entitled to (a) seek from any items court of Company Group Confidential Information which are or which become part of the public domain other than as a direct or indirect result of disclosure in breach of this Agreement by the Seller or any of its Affiliates or any Sponsor; (b) any items of Company Group Confidential Information which the Seller or the Sponsors can reasonably demonstrate were independently developed by the Seller or its Affiliates without breaching any of their obligations under this Agreement or applicable Law; (c) any items of Company Group Confidential Information which the Seller or any of its Affiliates (including the Sponsors) lawfully receives on a non-confidential basis in good faith from a third party (other than Representatives of the Company Group) which is not, to the knowledge of the Seller or the applicable Sponsor, under any contractual obligation of confidentiality, or any other legal or fiduciary obligation of confidentiality, with respect to such Company Group Confidential Information; or (d) any items of the Company Group Confidential Information approved for release by written authorization of the Buyer. Notwithstanding the foregoing or anything in this Agreement to the contrary, the Buyer acknowledges that competent jurisdiction: (i) the Seller preliminary and its Affiliates, and their respective investment funds and accounts (collectively, the “KPS Funds”) and their respective employees and other representatives (collectively, the “KPS Group”) are engaged in the business of making investments in a variety of companies at various stages of development (the “Investment Business”), permanent injunctive relief against such Seller; (ii) in the course of carrying on the Investment Business, members of the KPS Group receive and review confidential and proprietary information damages from many sources, invest in many companies, and mentor, advise and otherwise interact with such Seller (including by providing individuals to serve on the boards of) investee/portfolio companies, any of which may be competitive with or otherwise adverse to the Company Group reasonable legal fees and other costs and expenses); and (iii) it is not an equitable accounting of all compensation, commissions, earnings, profits and other benefits to such Seller arising from such violation; all of which rights shall be cumulative and in addition to any other rights and remedies to which Holdings and the intention Company (and their Affiliates, including, following Closing, Parent) may be entitled as set forth herein or as a matter of law. (f) Each of the Parties Sellers agrees that this Agreement interfere with the ability if any portion of the KPS Group restrictions contained in this Section 6.13 applicable to carry on the Investment Businesssuch Seller, including the investment in entities competitive with the Buyer or the Company application thereof, is construed to be invalid or its Subsidiaries; provided, that, in each case, no Company Group Confidential Information is used or disclosed in connection therewith in breach of this Agreement. The Buyer further acknowledges that certain information relating to the Company Group and their industries gained from access to the Company Group Confidential Information may not be capable of being separated from the KPS Group’s overall knowledge; therefore, provided that neither the KPS Funds nor their respective employees or other representatives disclose any Company Group Confidential Information in violation of this Agreementunenforceable, the KPS Group will not be deemed to have violated this Agreement solely to the extent Residual Information is used internally in the ordinary course by the KPS Group in connection with the Investment Business. For purposes of this Agreement, “Residual Information” means any information that is retained in the unaided memories of individuals associated with the KPS Group without specific or intentional reference to written or electronic information; provided, that such individuals’ access to the Company Group Confidential Information was not in breach of this Agreement. For purposes hereunder, memory is unaided if (x) such party did not intentionally memorize or otherwise mentally retain for reference the Residual Information for the purpose of retaining it and later using it or disclosing it to a third party, and (y) at the time remainder of such later use such party was not consciously aware (or should reasonably have been aware) that such party was using the Residual Information. In connection with the Investment Business, the KPS Funds make investments in companies in the ordinary course of business and, as a result of such investments, such companies may be deemed to be affiliated or associated with the Restricted Party restrictions or the KPS Funds. In addition, certain persons that may be deemed to be affiliated with the Restricted Party or the KPS Funds represent large institutions which the Restricted Party does not control. So long as the KPS Funds do not make any Company Group Confidential Information available to such portfolio companies, individuals or entities, the terms of this Agreement shall not apply to such portfolio companies, individuals or entities; provided, that for the avoidance of doubt, Company Group Confidential Information application thereof shall not be imputed affected and the remaining restrictions will have full force and effect without regard to the invalid or unenforceable portions. If any portfolio companies solely by virtue restriction is held to be unenforceable because of the fact that a directorarea covered, officer the duration thereof or employee the scope thereof, each of the KPS Funds or their respective representatives Sellers agrees that serves as a director the court making such determination shall have the power to reduce the area and/or the duration, and/or limit the scope thereof, and the restriction shall then be enforceable in its reduced form. (or on g) If any other governing body) Seller violates any restriction set forth in this Section 6.13 applicable to such Seller, the period of such portfolio company has knowledge violation (from the commencement of Company Group Confidential Informationany such violation until such time as such violation shall be cured by such Seller) shall not count toward or be included in the restrictive period applicable to such Seller.

Restrictive Covenants. Each of the Sellers hereby acknowledges and agrees that such Seller is familiar with each Company’s trade secrets and other confidential information, and that such Company would be irreparably damaged if any Seller were to provide services to any Person competing with such Company or engaged in a similar business during the “Restrictive Period” (defined below) and that such competition by the Seller would result in a significant loss of goodwill by such Company. Each of the Sellers further acknowledges and agrees that the covenants and agreements set forth in this Section 6.4 were a material inducement to Buyer to enter into this Agreement and to perform its obligations hereunder, and that Buyer would not obtain the benefit of the bargain set forth in this Agreement as specifically negotiated by the Parties if any Seller breached the provisions of this Section 6.4. Each Seller further acknowledges that his services have been and shall be of special, unique and extraordinary value to the Companies, and that such Seller has been substantially responsible for the growth and development of the Companies and the creation and preservation of the Companies’ goodwill. Therefore, in further consideration of the Purchase Price payable to the Sellers hereunder (from which the Sellers shall derive substantial direct and indirect benefit), and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Seller hereby covenants and agrees as follows: (a) Commencing on and for a period From the Closing Date until the fifth (5th) anniversary of eighteen (18) months following the Closing Date (the “Restricted Restrictive Period”), the each Seller shall not, and shall cause its Affiliates not to, directly or indirectlyindirectly own any interest in, solicit for employment, offer to hire, hire individually or enter into any employment agreement or similar arrangement in conjunction with any of other person, manage, control, participate in (whether as an officer, manager, director, employee, partner, agent, representative, consultant, contractor or otherwise), consult with, render services for, acquire, establish or own any financial, beneficial or other interest in, or in any other manner engage (or assist any other entity to engage) in any business that the Company Group’s senior executive employees as of Companies conducted in the date hereof and as of twelve month period prior to the Closing (eachDate, in the State of Arizona or any state contiguous thereto. Notwithstanding the foregoing, nothing herein shall be deemed to prohibit a “Restricted Person”); provided, that such prohibition shall not apply to (i) solicitations made to the public or the industry generally through advertising or electronic listing which are not specifically targeted at any such Restricted Person or (ii) the solicitation or hiring of any Restricted Person who was not otherwise employed by the Buyer Seller or its Affiliates from being a passive owner of not more than two percent (including any member 2%) of the Company Group after outstanding stock of any class of a corporation that is publicly traded, so long as none of such Persons has any active participation in the Closing) for six (6) months prior to business of such hiringcorporation. (b) During the Restrictive Period, no Seller shall directly or indirectly through another Person, (i) induce, or attempt to induce, any employee or independent contractor of any of the Companies to leave the employ or services of such Company, or in any way interfere with the relationship between such Company and any employee or independent contractor thereof, (ii) solicit for hire any person who was an employee or independent contractor of such Company at any time during the six (6) month period immediately prior to the date on which such hiring would take place, except pursuant to a general solicitation which is not directed specifically to any employee or independent contractor, or (iii) call on, solicit or service any client, customer, distributor, supplier, service provider, licensee, licensor, investor or other business relation of any of the Companies in order to induce or attempt to induce such Person to cease doing business with such Company, or in any way interfere with the relationship between any such client, customer, distributor, supplier, service provider, licensee, investor or business relation and such Company (including making any negative or disparaging statements or communications regarding such Company, or any of its Affiliates). (c) The Seller covenants Parties agree that money damages would be an inadequate remedy for any breach of this Agreement. Therefore, in the event of a breach of this Agreement, each Company, its Affiliates and/or their respective successors and agrees thatassigns may, following the Closing Datein addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce, or prevent any violations of, the provisions hereof. (d) Each Seller agrees that it shall not at any time disclose or use any Confidential Information of which such Seller is or becomes aware, whether or not such information was or is developed by him, except to the extent that such disclosure or use is directly related to and required by his performance of duties assigned to him by any of the Companies or any of its Affiliates. Each Seller shall not, and shall cause its Affiliates not to, disclose, and shall direct the Sponsors to, treat and hold as strictly confidential, all Company Group Confidential Information. The Seller covenants and agrees to take all reasonable appropriate steps (and to cause each of its Affiliates to take all reasonable steps) to safeguard such Company Group Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft. In The foregoing shall not, however, prohibit disclosure by any Seller of Confidential Information that (i) has been published in a form generally available to the event that public other than as a result of his acts or omissions to act prior to the date such Seller or its Affiliates is requested or required proposes to disclose any Company Group Confidential Informationsuch information, (ii) relates to Seller’s own compensation and benefits information, which he is entitled to use and disclose, (iii) is provided in confidence to a law enforcement agency for the Seller shall purpose of reporting or shall cause such Person to notify the Buyer promptly of the request or requirement so that the Buyer may (at Buyer’s expense) seek an appropriate protective order or waive compliance with the provisions of this Section 7.27(b). If, participating in the absence investigation of a protective order an actual or the receipt potential violation of a waiver hereunder, the Seller law; or any of its Affiliates (iv) is compelled to disclose any Company Group Confidential Information to any Governmental Authority, such Person may disclose the Company Group Confidential Information to the Governmental Authority; provided, that the Seller shall or shall cause such Person to use such Person’s reasonable best efforts to obtain, at the request of the Buyer and at the Buyer’s sole cost and expense, an order or other assurance that confidential treatment shall be accorded to such portion of the Company Group Confidential Information required to be disclosed as the Buyer pursuant to any applicable law, court order or legal process. Information shall designate. Notwithstanding the foregoing, the provisions of this Section 7.27(b) shall not apply to (a) any items of Company Group Confidential Information which are or which become part of the public domain other than as a direct or indirect result of disclosure in breach of this Agreement by the Seller or any of its Affiliates or any Sponsor; (b) any items of Company Group Confidential Information which the Seller or the Sponsors can reasonably demonstrate were independently developed by the Seller or its Affiliates without breaching any of their obligations under this Agreement or applicable Law; (c) any items of Company Group Confidential Information which the Seller or any of its Affiliates (including the Sponsors) lawfully receives on a non-confidential basis in good faith from a third party (other than Representatives of the Company Group) which is not, to the knowledge of the Seller or the applicable Sponsor, under any contractual obligation of confidentiality, or any other legal or fiduciary obligation of confidentiality, with respect to such Company Group Confidential Information; or (d) any items of the Company Group Confidential Information approved for release by written authorization of the Buyer. Notwithstanding the foregoing or anything in this Agreement to the contrary, the Buyer acknowledges that (i) the Seller and its Affiliates, and their respective investment funds and accounts (collectively, the “KPS Funds”) and their respective employees and other representatives (collectively, the “KPS Group”) are engaged in the business of making investments in a variety of companies at various stages of development (the “Investment Business”), (ii) in the course of carrying on the Investment Business, members of the KPS Group receive and review confidential and proprietary information from many sources, invest in many companies, and mentor, advise and otherwise interact with (including by providing individuals to serve on the boards of) investee/portfolio companies, any of which may be competitive with or otherwise adverse to the Company Group and (iii) it is not the intention of the Parties that this Agreement interfere with the ability of the KPS Group to carry on the Investment Business, including the investment in entities competitive with the Buyer or the Company or its Subsidiaries; provided, that, in each case, no Company Group Confidential Information is used or disclosed in connection therewith in breach of this Agreement. The Buyer further acknowledges that certain information relating to the Company Group and their industries gained from access to the Company Group Confidential Information may not be capable of being separated from the KPS Group’s overall knowledge; therefore, provided that neither the KPS Funds nor their respective employees or other representatives disclose any Company Group Confidential Information in violation of this Agreement, the KPS Group will not be deemed to have violated been published merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published in combination. (e) If, at the time of enforcement of the covenants contained in this Agreement solely Section 6.4 (the “Restrictive Covenants”), a court shall hold that the duration, scope, area or other restrictions stated herein are unreasonable under circumstances then existing, the Parties agree that the maximum duration, scope, area or other reasonable restrictions under such circumstances shall be substituted for the stated duration, scope, area or other respective restrictions and that the court shall be allowed and directed to revise the extent Residual Information is used internally restrictions contained herein to cover the maximum period, scope and area permitted by law. Each Seller has consulted with legal counsel regarding the Restrictive Covenants and based on such consultation has determined and hereby acknowledges that the Restrictive Covenants are reasonable in terms of duration, scope and area restrictions and are necessary to protect the ordinary course goodwill of each Company’s business and the substantial investment in each Company made by Buyer hereunder. Each Seller further acknowledges and agrees that the KPS Group Restrictive Covenants are being entered into by him in connection with the Investment Business. For purposes direct or indirect sale by him of the goodwill of each Company’s business pursuant to this AgreementAgreement and not directly or indirectly in connection with his employment or other relationship with any of the Companies. (f) In the event of any breach or violation by any Seller of any of the Restrictive Covenants, “Residual Information” means any information that is retained in the unaided memories time period of individuals associated with the KPS Group without specific or intentional reference to written or electronic information; provided, that such individuals’ access to the Company Group Confidential Information was not in breach of this Agreement. For purposes hereunder, memory is unaided if (x) such party did not intentionally memorize or otherwise mentally retain for reference the Residual Information covenant shall be tolled for the purpose of retaining it and later using it or disclosing it to a third party, and (y) at the time period of such later use such party was not consciously aware (breach or should reasonably have been aware) that such party was using the Residual Information. In connection with the Investment Business, the KPS Funds make investments in companies in the ordinary course of business and, as a result of such investments, such companies may be deemed to be affiliated or associated with the Restricted Party or the KPS Funds. In addition, certain persons that may be deemed to be affiliated with the Restricted Party or the KPS Funds represent large institutions which the Restricted Party does not control. So long as the KPS Funds do not make any Company Group Confidential Information available to such portfolio companies, individuals or entities, the terms of this Agreement shall not apply to such portfolio companies, individuals or entities; provided, that for the avoidance of doubt, Company Group Confidential Information shall not be imputed to any portfolio companies solely by virtue of the fact that a director, officer or employee of the KPS Funds or their respective representatives that serves as a director (or on any other governing body) of such portfolio company has knowledge of Company Group Confidential Informationviolation.

Restrictive Covenants. (a) Commencing on Seller acknowledges that (i) during the course of Seller’s relationship with the Business and the Acquired Assets (which relationship includes the operation of the Business), Seller has produced or may produce and had access and will have access to confidential information relating to the Business, including information relating to financial statements, clients, customers, potential clients or customers, employees, suppliers, equipment, designs, drawings, programs, strategies, analyses, profit margins, sales, methods of operation, plans, products, technologies, materials, trade secrets, strategies, prospects or other proprietary information (“Confidential Information”), and (ii) the unauthorized use or disclosure of any Confidential Information at any time would constitute unfair competition with Buyer and would deprive Buyer of the benefits of this Agreement and the Transactions. Seller shall, and shall cause its respective representatives and Affiliates to, hold in confidence the Confidential Information and will not, directly or indirectly, disclose, publish or otherwise make available any of the Confidential Information to the public or to any Person or use any of the Confidential Information for Seller’s own benefit or for the benefit of any other Person, other than Buyer and its respective Affiliates or to Seller’s attorneys, accountants or other advisors; provided, however, that Seller may disclose Confidential Information if, but only to the extent, required to do so by Law, provided, however, that in such case, Seller shall provide Buyer with prior written notice thereof so that Buyer may seek an appropriate protective Order or other appropriate remedy, and Seller shall reasonably cooperate with Buyer in connection therewith and provided, further, that, in the event that a protective Order or other remedy is not obtained, Seller shall furnish only that portion of such information which, in the opinion of its outside counsel, Seller is legally compelled to disclose and shall exercise commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded any such information so disclosed. (b) For a period of eighteen two (182) months following years commencing on the Closing Date (the “Restricted Period”), the Seller shall not, and shall cause not permit its Affiliates not to, directly or indirectly, solicit for employment, offer to hire, hire or enter into any employment agreement or similar arrangement with engage in any of the Company Group’s senior executive employees as following activities, either directly or indirectly (individually, or through or on behalf of another Person): (i) hire, solicit, encourage, or engage in any activity to induce any employee of GEG or its Subsidiaries (including the Transferring Employees) who provides services to the Business to terminate his or her employment with GEG or any of its Subsidiaries, or to become employed by or to enter into a legally enforceable business relationship with any other Person, except that the foregoing restriction shall not include (i) general solicitation which is not directed specifically to any of the date hereof aforementioned employees and as (ii) any person who has not been an employee of GEG or its Subsidiaries for at least two (2) years; or (ii) solicit, encourage, or engage in any activity to induce any existing investor in the Closing Business to (eachA) terminate his, a “Restricted her or its relationship with Buyer or any Affiliate, (B) limit, curtail, cancel or terminate its investment in the Business or (C) invest or otherwise participate in an investment in an industrial-focused real estate investment trust with any other Person”); provided, however, that such prohibition the foregoing restriction shall not apply to (i) solicitations made to the public preclude Seller from soliciting such investors for other investments in Monomoy REIT or the industry generally through advertising or electronic listing which are not specifically targeted at any such Restricted Person or (ii) the solicitation or hiring of any Restricted Person who was not otherwise employed other real estate investment trust sponsored by the Buyer GEG or its Affiliates (including any member of Subsidiaries or other investment products not related to or competitive with the Company Group after the Closing) for six (6) months prior to such hiringBusiness. (bc) The Seller covenants and agrees thatDuring the Restricted Period, following the Closing Date, the Seller shall not, and shall cause not permit its Affiliates not to, discloseeither directly or indirectly (individually, and shall direct or through or on behalf of another Person) establish, engage, own, manage, operate, join or control, or participate in the Sponsors establishment, ownership, management, operation or control of, or be a director, officer, manager, employee, trustee, salesman, agent or representative of, or be a consultant to, treat and hold as strictly confidential, all Company Group Confidential Information. The Seller covenants and agrees to take all reasonable steps (and to cause each of its Affiliates to take all reasonable steps) to safeguard such Company Group Confidential Information and to protect it against disclosure. In the event any Person that the Seller or its Affiliates is requested or required to disclose any Company Group Confidential Information, the Seller shall or shall cause such Person to notify the Buyer promptly of the request or requirement so that the Buyer may (at Buyer’s expense) seek an appropriate protective order or waive compliance competes with the provisions of this Section 7.27(b). If, in the absence of a protective order Business or the receipt provision of a waiver hereunder, the Seller or any of its Affiliates is compelled management and other services to disclose any Company Group Confidential Information to any Governmental Authority, such Person may disclose the Company Group Confidential Information to the Governmental Authority; provided, that the Seller shall or shall cause such Person to use such Person’s reasonable best efforts to obtain, at the request of the Buyer and at the Buyer’s sole cost and expense, an order or other assurance that confidential treatment shall be accorded to such portion of the Company Group Confidential Information required to be disclosed as the Buyer shall designate. Notwithstanding the foregoing, the provisions of this Section 7.27(b) shall not apply to (a) any items of Company Group Confidential Information which are or which become part of the public domain other than as a direct or indirect result of disclosure in breach of this Agreement by the Seller or any of its Affiliates or any Sponsor; (b) any items of Company Group Confidential Information which the Seller or the Sponsors can reasonably demonstrate were independently developed by the Seller or its Affiliates without breaching any of their obligations under this Agreement or applicable Law; (c) any items of Company Group Confidential Information which the Seller or any of its Affiliates (including the Sponsors) lawfully receives on a nonindustrial-confidential basis in good faith from a third party (other than Representatives of the Company Group) which is not, to the knowledge of the Seller or the applicable Sponsor, under any contractual obligation of confidentiality, or any other legal or fiduciary obligation of confidentiality, with respect to such Company Group Confidential Information; or (d) any items of the Company Group Confidential Information approved for release by written authorization of the Buyer. Notwithstanding the foregoing or anything in this Agreement to the contrary, the Buyer acknowledges that (i) the Seller and its Affiliates, and their respective focused real estate investment funds and accounts trusts (collectively, the “KPS FundsRestricted Business”) and their respective employees and other representatives (collectively, the “KPS Group”) are engaged in the business Territory, now or in the future, except that Seller or its Affiliates may (i) own, directly or indirectly, solely as a passive investment, securities of making investments in any Person traded on any national securities exchange if Seller or the applicable Affiliate is not a variety controlling Person of, or a member of companies at various stages a group which controls, such Person and does not, directly or indirectly, own five percent or more of development (the “Investment Business”), any class of securities of such Person; (ii) serve as director of any entity that is not in competition with the course of carrying on the Investment Restricted Business, members of the KPS Group receive and review confidential and proprietary information from many sources, invest in many companies, and mentor, advise and otherwise interact with (including by providing individuals to serve on the boards of) investee/portfolio companies, any of which may be competitive with or otherwise adverse to the Company Group ; and (iii) it is not the intention retain ownership positions and directorships of businesses described in this Section 4.6(d) which are in existence as of the Parties that this Agreement interfere Closing Date and have been disclosed to Buyer, and continue to manage such positions and directorships in a manner consistent with the ability of the KPS Group to carry on the Investment Business, including the investment in entities competitive with the Buyer or the Company or its Subsidiaries; provided, that, in each case, no Company Group Confidential Information is used or disclosed in connection therewith in breach of this Agreement. The Buyer further acknowledges that certain information relating to the Company Group and their industries gained from access to the Company Group Confidential Information may not be capable of being separated from the KPS Group’s overall knowledge; therefore, provided that neither the KPS Funds nor their respective employees or other representatives disclose any Company Group Confidential Information in violation of this Agreement, the KPS Group will not be deemed to have violated this Agreement solely to the extent Residual Information is used internally in the ordinary course by the KPS Group in connection with the Investment Businesspast practices. For purposes of this Agreement, “Residual Information” means any information that is retained in the unaided memories of individuals associated with the KPS Group without specific or intentional reference to written or electronic information; provided, that such individuals’ access to the Company Group Confidential Information was not in breach of this Agreement. For purposes hereunder, memory is unaided if (x) such party did not intentionally memorize or otherwise mentally retain for reference the Residual Information for the purpose of retaining it and later using it or disclosing it to a third party, and (y) at the time of such later use such party was not consciously aware (or should reasonably have been aware) that such party was using the Residual Information. In connection with the Investment Business, the KPS Funds make investments in companies in the ordinary course of business and, as a result of such investments, such companies may be deemed to be affiliated or associated with the Restricted Party or the KPS Funds. In addition, certain persons that may be deemed to be affiliated with the Restricted Party or the KPS Funds represent large institutions which the Restricted Party does not control. So long as the KPS Funds do not make any Company Group Confidential Information available to such portfolio companies, individuals or entities, the terms of this Agreement shall not apply to such portfolio companies, individuals or entities; provided, that for the avoidance of doubt, Company Group Confidential Information nothing in the foregoing shall prohibit Seller from managing other investment funds that are not be imputed to any portfolio companies solely by virtue industrial-focused real estate investment trusts or do not otherwise compete with Buyer or the Business for real estate properties. (d) If, at the time of enforcement of the fact covenants contained in this Section 4.6 (the “Restrictive Covenants”), a Governmental Entity shall hold that a directorthe duration, officer scope or employee area restrictions stated herein are unreasonable under the circumstances then existing, the Parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed and directed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by applicable Law. Each Party has consulted with legal counsel regarding the Restrictive Covenants and based on such consultation has determined and hereby acknowledges that the Restrictive Covenants are reasonable in terms of duration, scope and areas restrictions and are necessary to protect the value of the KPS Funds or their respective representatives Business and the substantial investment made by Buyer. Each Party further agrees that serves as a director (or on it will not challenge the reasonableness of the duration, scope and area restrictions in any other governing body) Action with respect to the Restrictive Covenants, regardless of who initiates such portfolio company has knowledge of Company Group Confidential InformationAction.

Restrictive Covenants. In order to adequately protect the interests of the Parent and Surviving Corporation, the Kohlberg Entities and Cucuel agree to be bound as follows: (a) Commencing on and for For a period of eighteen (18) months following three years after the Closing Date (the “Restricted Period”)Date, the Seller Kohlberg Entities and Cucuel (each on their own behalf) shall not, and shall cause its their Affiliates not to, directly or indirectly, on behalf of any of them or any other Person, recruit or otherwise solicit for employmentor induce any member of senior management, offer to hire, hire key employee or enter into any employment agreement or similar arrangement with any officer of the Company Group’s senior executive employees or any Company Subsidiary to terminate his or her employment or other relationship with the Company or any Company Subsidiary, or hire any such Person who has ceased to be employed or otherwise engaged by the Company or any Company Subsidiary during the preceding six months. Notwithstanding the foregoing, nothing shall prevent the Kohlberg Entities or Cucuel, as of the date hereof and as of the Closing (eachcase may be, a “Restricted Person”); provided, that such prohibition shall not apply to from soliciting or hiring any person (i) solicitations made to who is terminated by the public Company, the Parent or the industry generally through advertising or electronic listing which are not specifically targeted at any such Restricted Person Surviving Corporation following the Closing or (ii) the as result of a general solicitation or hiring of any Restricted Person who was employment not otherwise employed by the Buyer or its Affiliates (including any member specifically directed toward employees of the Parent, the Surviving Corporation or any Company Group after the Closing) for six (6) months prior to such hiringSubsidiary. (b) The Seller covenants Kohlberg Entities and agrees Cucuel (each on their own behalf) agree that, following for a period of three (3) years after the Closing Date, the Seller shall noteach of them shall, and shall cause its their respective Affiliates not and Representatives to, disclose, and shall direct the Sponsors to, treat and hold as strictly confidential, in strict confidence all Company Group Confidential Information. The Seller covenants and agrees to take all reasonable steps (and to cause each of its Affiliates to take all reasonable steps) to safeguard such Company Group Confidential Information and to protect it against disclosurethey possess. In the event that the Seller Kohlberg Entities, Cucuel or its any of their respective Affiliates is requested or Representatives, as the case may be, are required by Law to disclose any Company Group Confidential Information, the Seller Kohlberg Entities and/or Cucuel, as the case may be, shall or shall cause such Person to promptly notify the Buyer promptly of the request or requirement Parent in writing so that the Buyer may (at Buyer’s expense) seek an appropriate protective order or waive compliance with the provisions of this Section 7.27(b). If, in the absence of a protective order or the receipt of a waiver hereunder, the Seller or any of its Affiliates is compelled to disclose any Company Group Confidential Information to any Governmental Authority, such Person may disclose the Company Group Confidential Information to the Governmental Authority; provided, that the Seller shall or shall cause such Person to use such Person’s reasonable best efforts to obtainParent may, at the request of the Buyer and at the Buyer’s its sole cost and expense, an seek a protective order and/or other motion filed to prevent the production or other assurance that confidential treatment shall be accorded to disclosure of Confidential Information. If such motion has been denied, then the Kohlberg Entities and/or Cucuel, as the case may be, may disclose only such portion of the Company Group Confidential Information required to be disclosed as the Buyer shall designate. Notwithstanding the foregoing, the provisions of this Section 7.27(b) shall not apply to (a) any items of Company Group Confidential Information which are or which become part of the public domain other than as a direct or indirect result of disclosure in breach of this Agreement is required by the Seller or any of its Affiliates or any Sponsor; (b) any items of Company Group Confidential Information which the Seller or the Sponsors can reasonably demonstrate were independently developed by the Seller or its Affiliates without breaching any of their obligations under this Agreement or applicable Law; (c) any items of Company Group Confidential Information which the Seller or any of its Affiliates (including the Sponsors) lawfully receives on a non-confidential basis in good faith from a third party (other than Representatives of the Company Group) which is not, Law to the knowledge of the Seller or the applicable Sponsor, under any contractual obligation of confidentiality, or any other legal or fiduciary obligation of confidentiality, with respect to such Company Group Confidential Information; or (d) any items of the Company Group Confidential Information approved for release by written authorization of the Buyer. Notwithstanding the foregoing or anything in this Agreement to the contrary, the Buyer acknowledges that (i) the Seller and its Affiliates, and their respective investment funds and accounts (collectively, the “KPS Funds”) and their respective employees and other representatives (collectively, the “KPS Group”) are engaged in the business of making investments in a variety of companies at various stages of development (the “Investment Business”), (ii) in the course of carrying on the Investment Business, members of the KPS Group receive and review confidential and proprietary information from many sources, invest in many companies, and mentor, advise and otherwise interact with (including by providing individuals to serve on the boards of) investee/portfolio companies, any of which may be competitive with or otherwise adverse to the Company Group and (iii) it is not the intention of the Parties that this Agreement interfere with the ability of the KPS Group to carry on the Investment Business, including the investment in entities competitive with the Buyer or the Company or its Subsidiariesdisclosed; provided, that, in each case(A) the Kohlberg Entities and/or Cucuel, no Company Group as the case may be, shall use commercially reasonable efforts to preserve the confidentiality of the remainder of the Confidential Information is used or disclosed and (B) the Kohlberg Entities and/or Cucuel, as the case may be, shall not, and shall not permit any of their respective Representatives to, oppose any motion for confidentiality brought by the Parent in connection therewith in breach of this Agreementany such instance. The Buyer further acknowledges Kohlberg Entities and/or Cucuel will continue to be bound by their respective obligations pursuant to this Section 8.12(b) for any Confidential Information that certain information relating is not required to be disclosed pursuant to the Company Group and their industries gained from access immediately preceding sentence above, or that has been afforded protective treatment pursuant to such motion. (c) Cucuel agrees that, for a period of one (1) year after the Closing Date he shall not, directly or indirectly, on Cucuel’s own behalf or in the service or on behalf of others (except for the Surviving Corporation) provide services substantially similar to those Cucuel performed for the Company Group Confidential Information may not be capable of being separated from the KPS Group’s overall knowledge; therefore, provided that neither the KPS Funds nor their respective employees or other representatives disclose any Company Group Confidential Information in violation Subsidiary or on behalf of this Agreement, the KPS Group will not be deemed to have violated this Agreement solely to Kohlberg Entities at any time within the extent Residual Information is used internally in the ordinary course by the KPS Group in connection last twelve (12) months of his employment with the Investment BusinessCompany, to or for the benefit of any Person which provides or offers to provide home infusion therapy services or home nursing services, which Cucuel acknowledges is part of the Company’s business, within the Territory. For purposes of this AgreementSection 8.12, “Residual InformationTerritory” means any information shall mean the fifty states comprising the United States. Cucuel acknowledges that is retained in the unaided memories of individuals associated with the KPS Group without specific or intentional reference to written or electronic information; provided, that such individuals’ access to the Company Group Confidential Information was not in breach of this Agreement. For purposes hereunderprovides services on a national basis and agrees that, memory is unaided if (x) such party did not intentionally memorize or otherwise mentally retain for reference the Residual Information for the purpose of retaining it and later using it or disclosing it to a third party, and (y) at the time of such later use such party was not consciously aware (or should reasonably have been aware) that such party was using the Residual Information. In connection with the Investment Business, the KPS Funds make investments in companies in the ordinary course of business and, given his position as a result of such investments, such companies may be deemed to be affiliated or associated with the Restricted Party or the KPS Funds. In addition, certain persons that may be deemed to be affiliated with the Restricted Party or the KPS Funds represent large institutions which the Restricted Party does not control. So long as the KPS Funds do not make any Company Group Confidential Information available to such portfolio companies, individuals or entities, the terms of this Agreement shall not apply to such portfolio companies, individuals or entities; provided, that for the avoidance of doubt, Company Group Confidential Information shall not be imputed to any portfolio companies solely by virtue Chief Executive Officer of the fact that a director, officer or employee Company and President and Secretary of the KPS Funds or their respective representatives that serves as a director (or on any other governing body) Company Subsidiaries, this provision is reasonable and necessary to adequately protect the interests of such portfolio company has knowledge of Company Group Confidential Informationthe Parent and the Surviving Corporation.

Restrictive Covenants. (a) Commencing on and for a period of eighteen (18) months following As an inducement to the Buyers to enter into this Agreement, from the Closing Date (until the “Restricted Period”)fifth anniversary of the Closing Date, without the prior written consent of the Buyers, the Seller Sellers and DDD shall not, and shall cause its their Affiliates not to, directly hire or indirectlyengage, or attempt to hire or engage, any director, officer, employee or independent contractor of any Purchased Assets, or solicit, knowingly induce, attempt to solicit for employmentor induce, offer or otherwise knowingly encourage any such Person to hireterminate or otherwise adversely alter his or her employment or engagement with any Purchased Assets, hire or enter into any employment agreement an employment, consulting, independent contractor or similar arrangement relationship with any of the Company Group’s senior executive employees as of the date hereof and as of the Closing (each, a “Restricted such Person”); provided, that such prohibition however, the foregoing shall not apply to preclude the Sellers, DDD, or their Affiliates from (i) making general or public solicitations made to the public or the industry generally through advertising or electronic listing which are not specifically targeted at any such Restricted Person Persons or (ii) hiring any such Person whose employment or engagement with the solicitation or hiring of any Restricted Person who Purchased Assets was not otherwise employed by the Buyer or its Affiliates (including any member of the Company Group after the Closing) for six (6) terminated at least twelve months prior to such hiring. (b) The Seller covenants From and agrees that, following after the Closing Date, the Seller shall notSellers and DDD agree to, and shall cause its their Affiliates not to, disclose, and shall direct the Sponsors to, : (i) treat and hold as strictly confidential, all Company Group Confidential Information. The Seller covenants and agrees to take all reasonable steps confidential (and not use or disclose or provide access to cause each of its Affiliates any Person to) all information in any form whatsoever relating to take trade secrets, processes, price, pricing and marketing plans, policies and strategies, operations methods, business acquisition plans, new personnel acquisition plans, financial records and all reasonable stepsother confidential or proprietary information with respect to the Business; (ii) to safeguard such Company Group Confidential Information and to protect it against disclosure. In in the event that the Seller or its Affiliates is requested or required such Person becomes legally compelled to disclose any Company Group Confidential Informationsuch information, the Seller shall or shall cause provide US Buyer with prompt written notice of such Person to notify the Buyer promptly of the request or requirement so that the a Buyer may (at Buyer’s expense) seek an appropriate a protective order or other remedy or waive compliance with the provisions of this Section 7.27(b6.10(b). If, ; (iii) in the absence of a event that such protective order or the receipt other remedy is not obtained, or US Buyer waives compliance with this Section 6.10(b), furnish only that portion of a waiver hereunder, the Seller or any of its Affiliates such confidential information which is compelled legally required to disclose any Company Group Confidential Information to any Governmental Authority, such Person may disclose the Company Group Confidential Information to the Governmental Authority; provided, that the Seller shall or shall cause such Person to use such Person’s be provided and exercise their commercially reasonable best efforts to obtain, at the request of the Buyer and at the Buyer’s sole cost and expense, an order or other assurance obtain assurances that confidential treatment shall will be accorded to such portion of the Company Group Confidential Information required to be disclosed information; and (iv) promptly furnish (prior to, at, or as the Buyer shall designate. Notwithstanding the foregoingsoon as practicable following, the provisions Closing) to US Buyer any and all copies (in whatever form or medium) of all such confidential information then in the possession of such Person or any agent or representative of such Person and destroy any and all additional copies then in the possession of either such Person or any agents or representative of such Person of such information and of any analyses, compilations, studies or other documents prepared, in whole or in part, on the basis thereof, provided, however, that this Section 7.27(b) sentence shall not apply to (a) any items information that, at the time of Company Group Confidential Information which are or which become part of the public domain other than as a direct or indirect result of disclosure disclosure, is available publicly and was not disclosed in breach of this Agreement by the Seller such Person or any agent or representative of its Affiliates or any Sponsor; (b) any items of Company Group Confidential Information which the Seller or the Sponsors can reasonably demonstrate were independently developed by the Seller or its Affiliates without breaching any of their obligations under this Agreement or applicable Law; such Person. (c) The Parties agree that the restrictions set forth in this Section 6.10 are reasonable and completely severable and independent, and any items invalidity or unenforceability of Company Group Confidential Information which the Seller or any of its Affiliates (including the Sponsors) lawfully receives on a non-confidential basis in good faith from a third party (other than Representatives of the Company Group) which is not, to the knowledge of the Seller or the applicable Sponsor, under any contractual obligation of confidentiality, or any other legal or fiduciary obligation of confidentiality, this Agreement with respect to such Company Group Confidential Information; any one area or any one restriction in this Section 6.10 shall not render this Agreement unenforceable as applied to any one or more of the other areas or other restrictions herein. (d) any items The Parties acknowledge that the restrictions set forth in this Section 6.10 are necessary for the protection of the Company Group Confidential Information approved for release by written authorization of the Buyer. Notwithstanding the foregoing or anything in this Agreement to the contrary, the Buyer acknowledges that (i) the Seller and its Affiliates, Buyers and their respective investment funds Affiliates and accounts (collectively, the “KPS Funds”) and their respective employees and other representatives (collectively, the “KPS Group”) are engaged in the business of making investments in a variety of companies at various stages of development (the “Investment Business”), (ii) in the course of carrying on the Investment Business, members of the KPS Group receive and review confidential and proprietary information from many sources, invest in many companies, and mentor, advise and otherwise interact with (including by providing individuals to serve on the boards of) investee/portfolio companies, that any of which breach thereof may be competitive with or otherwise adverse to the Company Group and (iii) it is not the intention of the Parties that this Agreement interfere with the ability of the KPS Group to carry on the Investment Business, including the investment in entities competitive with the Buyer or the Company or its Subsidiaries; provided, that, in each case, no Company Group Confidential Information is used or disclosed in connection therewith in breach of this Agreement. The Buyer further acknowledges that certain information relating to the Company Group and their industries gained from access to the Company Group Confidential Information may not be capable of being separated from the KPS Group’s overall knowledge; therefore, provided that neither the KPS Funds nor their respective employees or other representatives disclose any Company Group Confidential Information in violation of this Agreement, the KPS Group will not be deemed to have violated this Agreement solely to the extent Residual Information is used internally in the ordinary course by the KPS Group in connection with the Investment Business. For purposes of this Agreement, “Residual Information” means any information that is retained in the unaided memories of individuals associated with the KPS Group without specific or intentional reference to written or electronic information; providedcause such Persons irreparable damage, that such individuals’ access Person’s remedies at law in the event of such breach may be inadequate, and that, accordingly, the Buyers may be entitled to seek the Company Group Confidential Information was not issuance by a court of competent jurisdiction of a temporary, preliminary, or permanent injunction in favor of such Person enjoining the breach or threatened breach of this Agreementsuch restrictions. For purposes hereunder, memory is unaided if (x) such party did not intentionally memorize or otherwise mentally retain for reference the Residual Information for the purpose of retaining it and later using it or disclosing it to a third party, and (y) at the time of such later use such party was not consciously aware (or should reasonably have been aware) that such party was using the Residual Information. In connection with the Investment Business, the KPS Funds make investments in companies in the ordinary course of business and, as a result of such investments, such companies may be deemed to be affiliated or associated with the Restricted Party or the KPS Funds. In addition, certain persons that may be deemed to be affiliated with the Restricted Party or the KPS Funds represent large institutions which the Restricted Party does not control. So long as the KPS Funds do not make any Company Group Confidential Information available to such portfolio companies, individuals or entities, the terms of this Agreement The foregoing provision shall not apply to such portfolio companies, individuals or entities; provided, that for the avoidance constitute a waiver of doubt, Company Group Confidential Information shall not be imputed to any portfolio companies solely by virtue of the fact that a director, officer or employee of the KPS Funds or their respective representatives that serves as a director (or on any other governing body) of such portfolio company has knowledge of Company Group Confidential Informationremedies that the Buyers may have in law or in equity.

Restrictive Covenants. (a) Commencing on and for For a period of eighteen three (183) months following years after the Closing Date (date hereof, Seller agrees that, except with the “Restricted Period”)prior written consent of Buyer, the Seller shall will not, either directly or indirectly, on Seller's behalf or in the service or on behalf of others, engage in the business of owning and shall cause its Affiliates operating outdoor signs and billboards in the State of Nevada ("Competing Business") and Seller will not tobecome financially interested in a Competing Business (other than as a holder of less than five percent (5%) of the outstanding voting securities of any entity whose voting securities are listed on a national securities exchange or quoted by the National Association of Securities Dealers, Inc. automated quotation system). (b) For a period of three (3) years after the date hereof, Seller agrees not to solicit, or attempt to solicit, directly or indirectly, solicit for employmenton Seller's own behalf or in the service or on behalf of others, offer to hire, hire any business from any customer or enter into any employment agreement or similar arrangement with any actively pursued prospective customer of the Company Group’s senior executive employees as Purchased Business with respect to out-of-home advertising in the State of Nevada. (c) For a period of three (3) years after the date hereof hereof, Seller agrees not to solicit, or attempt to solicit, directly or indirectly, on Seller's own behalf or in the service or on behalf of others, any Site Lease (including the two Site Leases located in Los Angeles, California) or any other real estate location in the State of Nevada used by the Seller from any land owner (or its or his successors or assigns) who leases to or who was actively pursued by the Seller. (d) Seller agrees that Seller will not for a period of three (3) years after the date hereof, without the prior written consent of Buyer, disclose or divulge to anyone any confidential knowledge or information of any type whatsoever relating to the Purchased Business (including without limitation, the identities of customers of and as lessors who lease real property to the Purchased Business), pricing information, financial data or sales or marketing techniques. Seller agrees that trade secrets are protected by law and cannot be disclosed or used at anytime without the prior written consent of the Closing (each, a “Restricted Person”); provided, that such prohibition Buyer. The provisions of this paragraph shall not apply to information (i) solicitations made to the public that is publicly available through lawful means or the industry generally through advertising or electronic listing which are lawfully disclosed from a third party who is not specifically targeted at any such Restricted Person bound by a confidentiality obligation with respect thereto or (ii) the solicitation or hiring of any Restricted Person who was not otherwise employed by the Buyer or its Affiliates (including any member of the Company Group after the Closing) for six (6) months prior to such hiring. (b) The Seller covenants and agrees that, following the Closing Date, the Seller shall not, and shall cause its Affiliates not to, disclose, and shall direct the Sponsors to, treat and hold as strictly confidential, all Company Group Confidential Information. The Seller covenants and agrees to take all reasonable steps (and to cause each of its Affiliates to take all reasonable steps) to safeguard such Company Group Confidential Information and to protect it against disclosure. In the event that the Seller or its Affiliates is requested or required to disclose any Company Group Confidential Information, the Seller shall or shall cause such Person to notify the Buyer promptly of the request or requirement so that the Buyer may (at Buyer’s expense) seek an appropriate protective order or waive compliance with the provisions of this Section 7.27(b). If, in the absence of a protective order or the receipt of a waiver hereunder, the Seller or any of its Affiliates is compelled to disclose any Company Group Confidential Information to any Governmental Authority, such Person may disclose the Company Group Confidential Information to the Governmental Authority; provided, that the Seller shall or shall cause such Person to use such Person’s reasonable best efforts to obtain, at the request of the Buyer and at the Buyer’s sole cost and expense, an order or other assurance that confidential treatment shall be accorded to such portion of the Company Group Confidential Information required to be disclosed as the Buyer shall designateby law. Notwithstanding the foregoing, the The provisions of this Section 7.27(b) paragraph as to trade secrets shall not apply to (a) any items of Company Group Confidential Information which are or which become part of survive the public domain other than as a direct or indirect result of disclosure in breach term of this Agreement by the Seller or any of its Affiliates or any Sponsor; (b) any items of Company Group Confidential Information which the Seller or the Sponsors can reasonably demonstrate were independently developed by the Seller or its Affiliates without breaching any of their obligations under this Agreement or applicable Law; (c) any items of Company Group Confidential Information which the Seller or any of its Affiliates (including the Sponsors) lawfully receives on a non-confidential basis and remain in good faith from a third party (other than Representatives of the Company Group) which is not, to the knowledge of the Seller or the applicable Sponsor, under any contractual obligation of confidentiality, or any other legal or fiduciary obligation of confidentiality, with respect to such Company Group Confidential Information; or (d) any items of the Company Group Confidential Information approved effect for release by written authorization of the Buyer. Notwithstanding the foregoing or anything in this Agreement to the contrary, the Buyer acknowledges that (i) the Seller and its Affiliates, and their respective investment funds and accounts (collectively, the “KPS Funds”) and their respective employees and other representatives (collectively, the “KPS Group”) are engaged in the business of making investments in a variety of companies at various stages of development (the “Investment Business”), (ii) in the course of carrying on the Investment Business, members of the KPS Group receive and review confidential and proprietary information from many sources, invest in many companies, and mentor, advise and otherwise interact with (including by providing individuals to serve on the boards of) investee/portfolio companies, any of which may be competitive with or otherwise adverse to the Company Group and (iii) it is not the intention of the Parties that this Agreement interfere with the ability of the KPS Group to carry on the Investment Business, including the investment in entities competitive with the Buyer or the Company or its Subsidiaries; provided, that, in each case, no Company Group Confidential Information is used or disclosed in connection therewith in breach of this Agreement. The Buyer further acknowledges that certain information relating to the Company Group and their industries gained from access to the Company Group Confidential Information may not be capable of being separated from the KPS Group’s overall knowledge; therefore, provided that neither the KPS Funds nor their respective employees or other representatives disclose any Company Group Confidential Information in violation of this Agreement, the KPS Group will not be deemed to have violated this Agreement solely to the extent Residual Information is used internally in the ordinary course by the KPS Group in connection with the Investment Business. For purposes of this Agreement, “Residual Information” means any information that is retained in the unaided memories of individuals associated with the KPS Group without specific or intentional reference to written or electronic information; provided, that such individuals’ access to the Company Group Confidential Information was not in breach of this Agreement. For purposes hereunder, memory is unaided if (x) such party did not intentionally memorize or otherwise mentally retain for reference the Residual Information for the purpose of retaining it and later using it or disclosing it to a third party, and (y) at the time of such later use such party was not consciously aware (or should reasonably have been aware) that such party was using the Residual Information. In connection with the Investment Business, the KPS Funds make investments in companies in the ordinary course of business and, as a result of such investments, such companies may be deemed to be affiliated or associated with the Restricted Party or the KPS Funds. In addition, certain persons that may be deemed to be affiliated with the Restricted Party or the KPS Funds represent large institutions which the Restricted Party does not control. So so long as the KPS Funds do not make any Company Group Confidential Information available to such portfolio companies, individuals or entities, the terms of this Agreement shall not apply to such portfolio companies, individuals or entities; provided, that for the avoidance of doubt, Company Group Confidential Information shall not be imputed to any portfolio companies solely by virtue of the fact that a director, officer or employee of the KPS Funds or their respective representatives that serves as a director (or on any other governing body) of such portfolio company has knowledge of Company Group Confidential Informationtrade secrets remain confidential.

Restrictive Covenants. (a) Commencing on The Employee acknowledges that the covenants herein are necessary to protect the goodwill and for a period of eighteen (18) months following the Closing Date (the “Restricted Period”), the Seller shall not, and shall cause its Affiliates not to, directly or indirectly, solicit for employment, offer to hire, hire or enter into any employment agreement or similar arrangement with any other value of the Company Group’s senior executive employees as and in view of the date hereof special, unique and as essential nature of the Closing (eachservices the Employee is to perform hereunder, a “Restricted Person”); provided, the irreparable injury that such prohibition shall not apply to (i) solicitations made to the public or the industry generally through advertising or electronic listing which are not specifically targeted at any such Restricted Person or (ii) the solicitation or hiring of any Restricted Person who was not otherwise employed by the Buyer or its Affiliates (including any member of would befall the Company Group after should the Closing) for six (6) months prior to Employee breach such hiringcovenants. (b) The Seller covenants and agrees that, following the Closing Date, the Seller shall not, and shall cause its Affiliates not to, disclose, and shall direct the Sponsors to, treat and hold as strictly confidential, all Company Group Confidential Information. The Seller covenants and agrees to take all reasonable steps (and to cause each of its Affiliates to take all reasonable steps) to safeguard such Company Group Confidential Information and to protect it against disclosure. In the event Employee further acknowledges that the Seller or its Affiliates is requested or required to disclose any Company Group Confidential Information, the Seller shall or shall cause such Person to notify the Buyer promptly of the request or requirement so that the Buyer may (at Buyer’s expense) seek an appropriate protective order or waive compliance Employee's position with the provisions Company places the Employee in a position of this Section 7.27(b). If, in confidence and trust with the absence of a protective order or the receipt of a waiver hereunder, the Seller or any of its Affiliates is compelled to disclose any Company Group Confidential Information to any Governmental Authority, such Person may disclose the Company Group Confidential Information to the Governmental Authority; provided, that the Seller shall or shall cause such Person to use such Person’s reasonable best efforts to obtain, at the request of the Buyer customers and at the Buyer’s sole cost and expense, an order or other assurance that confidential treatment shall be accorded to such portion employees of the Company Group and allow the Employee access to Confidential Information required to be disclosed (as the Buyer shall designate. Notwithstanding the foregoing, the provisions of this Section 7.27(b) shall not apply to (a) any items of Company Group Confidential Information which are or which become part of the public domain other than as a direct or indirect result of disclosure in breach of this Agreement by the Seller or any of its Affiliates or any Sponsor; (b) any items of Company Group Confidential Information which the Seller or the Sponsors can reasonably demonstrate were independently developed by the Seller or its Affiliates without breaching any of their obligations under this Agreement or applicable Law; defined below). (c) any items The Employee further acknowledges that the type and periods of Company Group Confidential Information which restrictions imposed by the Seller or any of its Affiliates (including covenants in this Section 5 are fair and reasonable and that such restrictions will not prevent the Sponsors) lawfully receives on Employee from earning a non-confidential basis in good faith from a third party (other than Representatives of the Company Group) which is not, to the knowledge of the Seller or the applicable Sponsor, under any contractual obligation of confidentiality, or any other legal or fiduciary obligation of confidentiality, with respect to such Company Group Confidential Information; or livelihood. -2 (d) any items of the Company Group Confidential Information approved for release by written authorization of the Buyer. Notwithstanding the foregoing or anything in this Agreement to the contrary, the Buyer The Employee further acknowledges that (i) the Seller and its Affiliates, and their respective investment funds and accounts (collectively, the “KPS Funds”) and their respective employees and other representatives (collectively, the “KPS Group”) are Company is engaged in the business of making investments in a variety developing, owning, acquiring and operating assisted living facilities and specialty care facilities for the treatment of companies at various stages of development (the “Investment Business”), individuals suffering from Alzheimer's disease; (ii) in the course of carrying on the Investment Business, members of the KPS Group receive and review confidential and proprietary information from many sources, invest in many companies, and mentor, advise and otherwise interact with (including by providing individuals to serve on the boards of) investee/portfolio companies, any of which may be competitive with or otherwise adverse to the Company Group conducts its business activity in and throughout the Area (as defined below); and (iii) it is not Competing Businesses (as defined below) are engaged in businesses like and similar to the intention business of the Parties that this Agreement interfere Company. (e) Having acknowledged the foregoing, the Employee covenants and agrees with the ability Company that the Employee will not, directly or indirectly: (i) while in the Company's employ and after the termination of the KPS Group Employee's employment for any reason whatsoever (whether voluntarily or involuntarily), disclose, use or otherwise exploit, except as may be necessary in the performance of the Employee's duties hereunder, any Confidential Information disclosed to carry the Employee or of which the Employee became aware by reason of the Employee's employment with the Company; (ii) while in the Company's employ and through the period ending 52 weeks after the termination of the Employee's employment for any reason whatsoever (whether voluntarily or involuntarily), employ or attempt to employ or assist anyone else in employing in any Competing Business in the Area any managerial or executive employee of the Company (whether or not such employment is full time or is pursuant to a written contract with the Company); and (iii) while in the Company's employ and through the period ending 52 weeks after the termination of the Employee's employment (whether voluntarily or involuntarily), engage in or render any services to or be employed by any Competing Business in the Area in the capacity of officer, managerial or executive employee, director, management or strategic consultant or shareholder (other than as the owner of less than one (l%) percent of the shares of a publicly-owned corporation whose shares are traded on a national securities exchange or on the Investment BusinessNASDAQ National Market System). (f) The Employee agrees that upon the termination of the Employee's employment for any reason whatsoever (whether voluntarily or involuntarily), including the investment in entities competitive with Employee will not take or retain without written authorization, and the Buyer Employee will promptly deliver to the Company, originals and all copies of all papers, files or other documents containing any Confidential Information and all other property belonging to the Company and in the Employee's possession or its Subsidiaries; provided, that, in each case, no Company Group Confidential Information is used or disclosed in connection therewith in breach under the Employee's control. (g) For purposes of this Agreement. The Buyer further acknowledges that certain Section 5, the term (i) "Area" means a twenty-five (25) mile radius of any congregate living community or assisted living or specialty care facility owned, managed or operated by the Company at the time the Employee's employment hereunder is terminated; (ii) "Competing Business" means the business of developing, owning, acquiring or operating assisted living facilities, specialty assisted care facilities for the treatment of individuals suffering from Alzheimer's disease or congregate living communities; and (iii) "Confidential Information" means any and all data, knowledge and information relating to the business of the Company Group (whether or not constituting a trade secret) that is, has been or will be obtained by or disclosed to the Employee or of which the Employee became or becomes aware as a consequence of or through the Employee's relationship with the Company and their industries gained from access that has value to the Company Group Confidential Information may and is not be capable of being separated from the KPS Group’s overall knowledge; therefore, provided that neither the KPS Funds nor their respective employees or other representatives disclose any Company Group Confidential Information in violation of this Agreement, the KPS Group will not be deemed to have violated this Agreement solely to the extent Residual Information is used internally in the ordinary course generally known by the KPS Group in connection with the Investment Businessits competitors. For purposes of this Agreement, “Residual Information” means any information that is retained in the unaided memories of individuals associated with the KPS Group without specific or intentional reference to written or electronic information; provided, that such individuals’ access to the Company Group Confidential Information was not in breach of this Agreement. For purposes hereunder, memory is unaided if (x) such party did not intentionally memorize or otherwise mentally retain for reference the Residual Information for the purpose of retaining it and later using it or disclosing it to a third party, and (y) at the time of such later use such party was not consciously aware (or should reasonably have been aware) that such party was using the Residual Information. In connection with the Investment Business, the KPS Funds make investments in companies in the ordinary course of business and, as a result of such investments, such companies may be deemed to be affiliated or associated with the Restricted Party or the KPS Funds. In addition, certain persons that may be deemed to be affiliated with the Restricted Party or the KPS Funds represent large institutions which the Restricted Party does not control. So long as the KPS Funds do not make any Company Group Confidential Information available to such portfolio companies, individuals or entities, the terms of this Agreement shall not apply to such portfolio companies, individuals or entities; provided, that for the avoidance of doubt, Company Group Confidential Information shall not be imputed include any data or information that has been voluntarily disclosed to any portfolio companies solely the public by virtue of the fact Company (except where such public disclosure has been made without authorization by the Company), or that a directorhas been independently developed and disclosed by others, officer or employee of that otherwise enters the KPS Funds public domain through lawful means. Confidential Information includes, but is not limited to, information relating to the Company's financial affairs, processes, services, customers, executive officers or their respective representatives that serves as a director (employees compensation, research, development, purchasing, accounting or on any other governing body) of such portfolio company has knowledge of Company Group Confidential Information.marketing. -3-

Restrictive Covenants. (a) Commencing Each Shareholder covenants that, commencing on the Closing Date and for a period of eighteen (18) months ending on the date that is three years following the Closing Date (the “Restricted Noncompetition Period”), the Seller he or she shall not, and shall cause its Affiliates not toengage in, directly or indirectly, solicit for employmentin any capacity, offer or have any direct or indirect ownership interest in, or permit Shareholder’s name to hirebe used in connection with, hire any business anywhere in the United States that is engaged, either directly or enter into indirectly, in the business of developing, marketing or selling any employment agreement products or similar arrangement providing services that are competitive with any of products actively marketed, sold or under development by, or services provided by, the Acquired Company Group’s senior executive employees as of or Atiam (the date hereof and as of the Closing (each, a “Restricted PersonBusiness”); provided, that such prohibition that, this Section 5.8 shall not apply in the event any Shareholder (except for R▇▇▇▇▇ ▇▇▇▇▇) is terminated without “cause,” as such term is defined in each Shareholder’s Employment Agreement. It is recognized that the Restricted Business is expected to (i) solicitations made to be conducted throughout the public or the industry generally through advertising or electronic listing which are not specifically targeted at any such Restricted Person or (ii) the solicitation or hiring United States and that more narrow geographical limitations of any Restricted Person who was nature on this non-competition covenant (and the non-solicitation covenants set forth in Sections 5.8(b) and (c)) are therefore not otherwise employed by the Buyer or its Affiliates (including any member of the Company Group after the Closing) for six (6) months prior to such hiringappropriate. (b) The Seller Each Shareholder covenants and agrees that, following during the Closing DateNoncompetition Period, such Shareholder shall not directly or indirectly, solicit or entice, or attempt to solicit or entice, any current or potential clients or customers of the Seller Surviving Entity or Atiam for purposes of diverting their business or services from the Surviving Entity or Atiam to another Person. (c) Each Shareholder covenants that, during the Noncompetition Period, such Shareholder shall notnot solicit the employment or engagement of services on behalf of any other Person who is or was employed as an employee, contractor or consultant by the Surviving Entity or Atiam during such period on a full- or part-time basis. (d) Each Shareholder acknowledges that the restrictions contained in this Section 5.8 are reasonable and shall cause its Affiliates not to, disclose, and shall direct the Sponsors to, treat and hold as strictly confidential, all Company Group Confidential Information. The Seller covenants and agrees to take all reasonable steps (and to cause each of its Affiliates to take all reasonable steps) to safeguard such Company Group Confidential Information and necessary to protect it against disclosurethe legitimate interests of Buyers and constitute a material inducement to Buyers to enter into this Agreement and consummate the Merger. In the event Each Shareholder acknowledges that the Seller or its Affiliates is requested or required to disclose any Company Group Confidential Information, the Seller shall or shall cause such Person to notify the Buyer promptly of the request or requirement so that the Buyer may (at Buyer’s expense) seek an appropriate protective order or waive compliance with the provisions violation of this Section 7.27(b). If5.8 will result in irreparable injury to Buyers and agrees that Buyers shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of this Section 5.8, which rights shall be cumulative and in the absence of a protective order or the receipt of a waiver hereunder, the Seller or any of its Affiliates is compelled to disclose any Company Group Confidential Information addition to any Governmental Authority, such Person other rights or remedies to which Buyers may disclose be entitled. Without limiting the Company Group Confidential Information to the Governmental Authority; provided, that the Seller shall or shall cause such Person to use such Person’s reasonable best efforts to obtain, at the request generality of the Buyer and at the Buyer’s sole cost and expense, an order or other assurance that confidential treatment shall be accorded to such portion of the Company Group Confidential Information required to be disclosed as the Buyer shall designate. Notwithstanding the foregoing, the provisions of this Section 7.27(b) Noncompetition Period shall not apply be extended for a Shareholder for an additional period equal to (a) any items of Company Group Confidential Information period during which are or which become part of the public domain other than as a direct or indirect result of disclosure such Shareholder is in breach of this Agreement by the Seller or any of its Affiliates or any Sponsor; (b) any items of Company Group Confidential Information which the Seller or the Sponsors can reasonably demonstrate were independently developed by the Seller or its Affiliates without breaching any of their Shareholder’s obligations under this Agreement Section 5.8. (e) If any covenant contained in this Section 5.8 is adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service or other limitations permitted by applicable Law; (c) . The covenants contained in this Section 5.8 and each provision thereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any items of Company Group Confidential Information which such covenant or provision as written shall not invalidate or render unenforceable the Seller remaining covenants or provisions hereof, and any of its Affiliates (including the Sponsors) lawfully receives on a non-confidential basis such invalidity or unenforceability in good faith from a third party (other than Representatives of the Company Group) which is not, to the knowledge of the Seller any jurisdiction shall not invalidate or the applicable Sponsor, under any contractual obligation of confidentiality, render unenforceable such covenant or provision in any other legal or fiduciary obligation of confidentiality, with respect to such Company Group Confidential Information; or (d) any items of the Company Group Confidential Information approved for release by written authorization of the Buyer. Notwithstanding the foregoing or anything in this Agreement to the contrary, the Buyer acknowledges that (i) the Seller and its Affiliates, and their respective investment funds and accounts (collectively, the “KPS Funds”) and their respective employees and other representatives (collectively, the “KPS Group”) are engaged in the business of making investments in a variety of companies at various stages of development (the “Investment Business”), (ii) in the course of carrying on the Investment Business, members of the KPS Group receive and review confidential and proprietary information from many sources, invest in many companies, and mentor, advise and otherwise interact with (including by providing individuals to serve on the boards of) investee/portfolio companies, any of which may be competitive with or otherwise adverse to the Company Group and (iii) it is not the intention of the Parties that this Agreement interfere with the ability of the KPS Group to carry on the Investment Business, including the investment in entities competitive with the Buyer or the Company or its Subsidiaries; provided, that, in each case, no Company Group Confidential Information is used or disclosed in connection therewith in breach of this Agreement. The Buyer further acknowledges that certain information relating to the Company Group and their industries gained from access to the Company Group Confidential Information may not be capable of being separated from the KPS Group’s overall knowledge; therefore, provided that neither the KPS Funds nor their respective employees or other representatives disclose any Company Group Confidential Information in violation of this Agreement, the KPS Group will not be deemed to have violated this Agreement solely to the extent Residual Information is used internally in the ordinary course by the KPS Group in connection with the Investment Business. For purposes of this Agreement, “Residual Information” means any information that is retained in the unaided memories of individuals associated with the KPS Group without specific or intentional reference to written or electronic information; provided, that such individuals’ access to the Company Group Confidential Information was not in breach of this Agreement. For purposes hereunder, memory is unaided if (x) such party did not intentionally memorize or otherwise mentally retain for reference the Residual Information for the purpose of retaining it and later using it or disclosing it to a third party, and (y) at the time of such later use such party was not consciously aware (or should reasonably have been aware) that such party was using the Residual Information. In connection with the Investment Business, the KPS Funds make investments in companies in the ordinary course of business and, as a result of such investments, such companies may be deemed to be affiliated or associated with the Restricted Party or the KPS Funds. In addition, certain persons that may be deemed to be affiliated with the Restricted Party or the KPS Funds represent large institutions which the Restricted Party does not control. So long as the KPS Funds do not make any Company Group Confidential Information available to such portfolio companies, individuals or entities, the terms of this Agreement shall not apply to such portfolio companies, individuals or entities; provided, that for the avoidance of doubt, Company Group Confidential Information shall not be imputed to any portfolio companies solely by virtue of the fact that a director, officer or employee of the KPS Funds or their respective representatives that serves as a director (or on any other governing body) of such portfolio company has knowledge of Company Group Confidential Informationjurisdiction.

Restrictive Covenants. (a) Commencing on 11.6.1 In order to assure that the Purchaser will realize the value and goodwill inherent in the Purchased Assets, the Seller agrees with the Purchaser that neither the Seller nor any of its subsidiaries shall: 11.6.1.1 directly or indirectly, for a period of eighteen three (183) months years following the Closing Date: (i) induce any customer of the Business at the Closing Date to patronize any business for the same products and services provided by the Business at the Closing Date; (the “Restricted Period”)ii) canvass, solicit or accept from any customer of the Seller shall notat the Closing Date any business that entails the same products and services provided by the Business at the Closing Date; or (iii) request or advise any individual or company which is a customer of the Business at the Closing Date to withdraw, and shall cause its Affiliates not to, curtail or cancel any such customer's business with the Purchaser; or 11.6.1.2 directly or indirectly, solicit for employment, offer to hire, hire or enter into any employment agreement or similar arrangement with any of the Company Group’s senior executive employees as of the date hereof and as of the Closing (each, a “Restricted Person”); provided, that such prohibition shall not apply to (i) solicitations made to the public or the industry generally through advertising or electronic listing which are not specifically targeted at any such Restricted Person or (ii) the solicitation or hiring of any Restricted Person who was not otherwise employed by the Buyer or its Affiliates (including any member of the Company Group after the Closing) for six (6) months prior to such hiring. (b) The Seller covenants and agrees that, time following the Closing Date, the Seller shall not, and shall cause its Affiliates not toin any way utilize, disclose, and shall direct the Sponsors tocopy, treat and hold as strictly confidential, all Company Group Confidential Information. The Seller covenants and agrees to take all reasonable steps (and to cause each of reproduce or retain in its Affiliates to take all reasonable steps) to safeguard such Company Group Confidential Information and to protect it against disclosure. In the event that the Seller or its Affiliates is requested or required to disclose his possession any Company Group Confidential Information, the Seller shall or shall cause such Person to notify the Buyer promptly of the request Purchased Proprietary Rights or requirement so that the Buyer may (at Buyer’s expense) seek an appropriate protective order or waive compliance with the provisions Purchased Records. 11.6.2 If any provision of paragraph 11.6.1 of this Section 7.27(b). If11.6, in the absence of a protective order or the receipt of a waiver hereunder, the Seller or any of its Affiliates is compelled to disclose any Company Group Confidential Information as applied to any Governmental Authorityparty or to any circumstances, such Person may disclose the Company Group Confidential Information to the Governmental Authority; provided, that the Seller shall or shall cause such Person to use such Person’s reasonable best efforts to obtain, at the request of the Buyer and at the Buyer’s sole cost and expense, an order or other assurance that confidential treatment shall be accorded to such portion of the Company Group Confidential Information required is adjudged by a court to be disclosed as the Buyer shall designate. Notwithstanding the foregoinginvalid or unenforceable, the provisions those invalid or unenforceable terms will in no way affect any other provision of this Section 7.27(b) shall not apply to (a) any items of Company Group Confidential Information which are or which become part of the public domain other than as a direct or indirect result of disclosure in breach of this Agreement by the Seller or any of its Affiliates or any Sponsor; (b) any items of Company Group Confidential Information which the Seller or the Sponsors can reasonably demonstrate were independently developed by the Seller or its Affiliates without breaching any of their obligations under this Agreement or applicable Law; (c) any items of Company Group Confidential Information which the Seller or any of its Affiliates (including the Sponsors) lawfully receives on a non-confidential basis in good faith from a third party (other than Representatives of the Company Group) which is not, to the knowledge of the Seller or the applicable Sponsor, under any contractual obligation of confidentiality, paragraph 11.6.1 or any other legal or fiduciary obligation of confidentiality, with respect to such Company Group Confidential Information; or (d) any items of the Company Group Confidential Information approved for release by written authorization of the Buyer. Notwithstanding the foregoing or anything in this Agreement to the contrary, the Buyer acknowledges that (i) the Seller and its Affiliates, and their respective investment funds and accounts (collectively, the “KPS Funds”) and their respective employees and other representatives (collectively, the “KPS Group”) are engaged in the business of making investments in a variety of companies at various stages of development (the “Investment Business”), (ii) in the course of carrying on the Investment Business, members of the KPS Group receive and review confidential and proprietary information from many sources, invest in many companies, and mentor, advise and otherwise interact with (including by providing individuals to serve on the boards of) investee/portfolio companies, any of which may be competitive with or otherwise adverse to the Company Group and (iii) it is not the intention of the Parties that this Agreement interfere with the ability of the KPS Group to carry on the Investment Business, including the investment in entities competitive with the Buyer or the Company or its Subsidiaries; provided, that, in each case, no Company Group Confidential Information is used or disclosed in connection therewith in breach of this Agreement. The Buyer further acknowledges that certain information relating to the Company Group and their industries gained from access to the Company Group Confidential Information may not be capable of being separated from the KPS Group’s overall knowledge; therefore, provided that neither the KPS Funds nor their respective employees or other representatives disclose any Company Group Confidential Information in violation part of this Agreement, the KPS Group will not be deemed to have violated this Agreement solely to application of such provision in any other circumstances or the extent Residual Information is used internally in the ordinary course by the KPS Group in connection with the Investment Business. For purposes of this Agreement, “Residual Information” means any information that is retained in the unaided memories of individuals associated with the KPS Group without specific validity or intentional reference to written or electronic information; provided, that such individuals’ access to the Company Group Confidential Information was not in breach enforceability of this Agreement. For purposes hereunderIf any such provision, memory or any part thereof, is unaided if (x) held to be unenforceable because of the duration of such party did not intentionally memorize provision or otherwise mentally retain for reference the Residual Information for area covered thereby, the purpose parties agree that the court making such determination will have the power to reduce the duration and/or area of retaining it and later using it such provision, and/or to delete specific words or disclosing it to a third partyphrases, and (y) at the time in its reduced form such provision will then be enforceable and will be enforced. Upon breach of such later use such party was not consciously aware (or should reasonably have been aware) that such party was using the Residual Information. In connection with the Investment Businessany provision of paragraph 11.6.1 of this Section 11.6, the KPS Funds make investments in companies in Purchaser will be entitled to injunctive relief, since the ordinary course of business and, as a result of such investments, such companies may remedy at law would be deemed to be affiliated or associated with the Restricted Party or the KPS Fundsinadequate and insufficient. In addition, certain persons that may the Purchaser will be deemed to be affiliated with the Restricted Party or the KPS Funds represent large institutions which the Restricted Party does not control. So long as the KPS Funds do not make any Company Group Confidential Information available entitled to such portfolio companiesdamages as it can show it has sustained by reason of such breach. Asset Purchase Agreement between ▇▇▇▇▇-▇▇▇▇▇▇▇, individuals or entitiesLivonia, the terms of LLC and Uniflow Corporation and Secom General Corporation 11.6.3 Notwithstanding this Agreement Section 11, its provisions shall not apply cause or in any way be interpreted to such portfolio companieslimit: (a) Form Flow, individuals Inc., L & H Die, Inc.; or entities; providedMicanol, that for the avoidance of doubtInc. (Secom's Tool Group) from operating its business as currently conducted or (b) Secom's ability to sell its assets, Company Group Confidential Information shall not be imputed to any portfolio companies solely by virtue of the fact that stock or otherwise enter into a director, officer or employee of the KPS Funds or their respective representatives that serves as business combination with a director (or on any other governing body) of such portfolio company has knowledge of Company Group Confidential Informationprospective buyer.

Restrictive Covenants. (a) Commencing 9.1 During the period commencing on the Effective Date and for a period ending on the 2 year anniversary of eighteen (18) months following the Closing Effective Date (the “"Restricted Period”Term"), the Seller shall not, and shall cause its Affiliates respective affiliates not to, directly or indirectlyindirectly (as investor, solicit consultant, lender, manager, contractor or otherwise) carry on or engage in the business (the "Restricted Business") of designing, manufacturing, marketing, selling, and/or servicing of inside and outside diameter grinding (ID/OD grinding) systems and applications as currently conducted by the Voumard Business, anywhere that the Voumard Business is currently conducted, except to the extent necessary for employment, offer the Seller to hire, hire or enter into any employment agreement or similar arrangement with perform its obligations under any of the Company Group’s senior executive employees as Retained Customer Contracts. The Buyer and the Buyer Guarantor expressly acknowledge and agree that the term "Restricted Business" does not include any existing product lines of the date hereof Seller or any of its affiliates, including without limitation, Lapmaster Group Holdings, LLC and as any of its subsidiaries, or product lines that the Seller or any of its affiliates, including without limitation, Lapmaster Group Holdings, LLC and any of its subsidiaries, are currently designing, manufacturing, marketing, selling and/or servicing other than those products marked with the Voumard brand. The Buyer and the Buyer Guarantor acknowledge and agree that the Seller's and any of its affiliates' continued designing, manufacturing, marketing, selling and/or servicing of such product lines shall not be deemed to be a breach of the Closing (eachcovenants set forth in this Section 9.1. 9.2 During the Restricted Term, a “Restricted Person”); provided, that such prohibition shall not apply to (i) solicitations made to the public or the industry generally through advertising or electronic listing which are not specifically targeted at any such Restricted Person or (ii) the solicitation or hiring of any Restricted Person who was not otherwise employed by the Buyer or its Affiliates (including any member of the Company Group after the Closing) for six (6) months prior to such hiring. (b) The Seller covenants and agrees that, following the Closing Date, the Seller shall not, and shall cause its Affiliates respective affiliates not to, disclosedirectly solicit, and shall direct employ or engage as an independent contractor any employee of the Sponsors to, treat and hold as strictly confidential, all Company Group Confidential Information. The Seller covenants and agrees to take all reasonable steps (and to cause each of its Affiliates to take all reasonable steps) to safeguard such Company Group Confidential Information and to protect it against disclosure. In the event that the Seller or its Affiliates is requested or required to disclose any Company Group Confidential Information, the Seller shall or shall cause such Person to notify Voumard Business hired by the Buyer promptly of the request or requirement so that the Buyer may (at Buyer’s expense) seek an appropriate protective order or waive compliance in accordance with the provisions Section 4.3 of this Section 7.27(b). If, in the absence of a protective order or the receipt of a waiver hereunder, the Seller or any of its Affiliates Agreement while such person is compelled to disclose any Company Group Confidential Information to any Governmental Authority, such Person may disclose the Company Group Confidential Information to the Governmental Authority; provided, that the Seller shall or shall cause such Person to use such Person’s reasonable best efforts to obtain, at the request an employee of the Buyer and at the Buyer’s sole cost and expense, an order or other assurance that confidential treatment shall be accorded to such portion of the Company Group Confidential Information required to be disclosed as (ii) the Buyer shall designate. Notwithstanding the foregoingnot, the provisions of this Section 7.27(b) and shall cause its respective affiliates not apply to (a) to, directly solicit, employ or engage as an independent contractor any items of Company Group Confidential Information which are or which become part employee of the public domain other than as a direct or indirect result of disclosure in breach of this Agreement by Seller, except for the Seller or any of its Affiliates or any Sponsor; (b) any items of Company Group Confidential Information which the Seller or the Sponsors can reasonably demonstrate were independently developed by the Seller or its Affiliates without breaching any of their obligations under this Agreement or applicable Law; (c) any items of Company Group Confidential Information which the Seller or any of its Affiliates (including the Sponsors) lawfully receives on a non-confidential basis in good faith from a third party (other than Representatives of the Company Group) which is not, to the knowledge of the Seller or the applicable Sponsor, under any contractual obligation of confidentiality, or any other legal or fiduciary obligation of confidentiality, with respect to such Company Group Confidential Information; or (d) any items of the Company Group Confidential Information approved for release by written authorization of the Buyer. Notwithstanding the foregoing or anything in this Agreement to the contrary, employees that the Buyer acknowledges that (i) the Seller and its Affiliates, and their respective investment funds and accounts (collectively, the “KPS Funds”) and their respective employees and other representatives (collectively, the “KPS Group”) are engaged hires or attempts to hire in the business of making investments in a variety of companies at various stages of development (the “Investment Business”), (ii) in the course of carrying on the Investment Business, members of the KPS Group receive and review confidential and proprietary information from many sources, invest in many companies, and mentor, advise and otherwise interact accordance with (including by providing individuals to serve on the boards of) investee/portfolio companies, any of which may be competitive with or otherwise adverse to the Company Group and (iii) it is not the intention of the Parties that this Agreement interfere with the ability of the KPS Group to carry on the Investment Business, including the investment in entities competitive with the Buyer or the Company or its Subsidiaries; provided, that, in each case, no Company Group Confidential Information is used or disclosed in connection therewith in breach of this Agreement. The Buyer further acknowledges that certain information relating to the Company Group and their industries gained from access to the Company Group Confidential Information may not be capable of being separated from the KPS Group’s overall knowledge; therefore, provided that neither the KPS Funds nor their respective employees or other representatives disclose any Company Group Confidential Information in violation of this Agreement, the KPS Group will not be deemed to have violated this Agreement solely to the extent Residual Information is used internally in the ordinary course by the KPS Group in connection with the Investment Business. For purposes of this Agreement, “Residual Information” means any information that is retained in the unaided memories of individuals associated with the KPS Group without specific or intentional reference to written or electronic information; provided, that such individuals’ access to the Company Group Confidential Information was not in breach Section 4.3 of this Agreement. For purposes hereunder, memory is unaided if (x) such party did not intentionally memorize or otherwise mentally retain for reference the Residual Information for the purpose of retaining it and later using it or disclosing it to a third party, and (y) at the time of such later use such party was not consciously aware (or should reasonably have been aware) that such party was using the Residual Information. In connection with the Investment Business, the KPS Funds make investments in companies in the ordinary course of business and, as a result of such investments, such companies may be deemed to be affiliated or associated with the Restricted Party or the KPS Funds. In addition, certain persons that may be deemed to be affiliated with the Restricted Party or the KPS Funds represent large institutions which the Restricted Party does not control. So long as the KPS Funds do not make any Company Group Confidential Information available to such portfolio companies, individuals or entities, the terms of this Agreement shall not apply to such portfolio companies, individuals or entities; provided, that for the avoidance of doubt, Company Group Confidential Information it shall not be imputed deemed as a violation of this Section 9.2, if a relevant employee becomes employed by the Seller or the Buyer on the basis of the employee’s own initiative (e.g. employee responds to job postings). 9.3 During the Restricted Term, the Seller will not, and shall cause its respective affiliates not to, directly or indirectly solicit, request, advise or induce any then current customer of the Voumard Business as of the Effective Date to cancel, curtail or otherwise adversely change its actual business or relationship with the Buyer with respect to the Voumard Business, and the Seller shall, and shall cause its affiliates to, use its commercially reasonable efforts to refer to the Buyer or its applicable affiliate all customer and or other third party inquiries strictly regarding the Voumard Business, provided that this Section 9.3 shall not effect the performance by the Seller of any of the Retained Customer Contracts and this Section 9.3 shall not preclude the Seller or its affiliates from soliciting from and conducting with customers of the Voumard Business that is other than the Restricted Business. 9.4 Each of the covenants contained in this Section 9 shall be construed as a separate covenant against solicitation or competition, as the case may be, in each of the separate jurisdictions, countries and other geographic areas in which the Voumard Business is now conducted. To the extent that any of the covenants contained in this Section 9 are determined to be illegal or unenforceable within any such jurisdiction, country or other geographic area, such covenant shall not thereby be affected with respect to any portfolio companies solely by virtue other jurisdiction, country or geographic area. 9.5 If any court of competent jurisdiction shall at any time deem the term of any particular covenant set forth in this Section 9 too lengthy or the territory thereof too extensive, the other provisions of this Section 9 shall nevertheless continue to be enforceable and the term of the fact that covenants set forth in this Section 9 shall be deemed to be the longest period permissible by applicable law under the circumstances and the territory shall be deemed to comprise the largest territory permissible by applicable law under the under the circumstances. The court in each case shall be authorized to reduce the terms of those covenants or the territory thereof to a director, officer permissible duration or employee size. 9.6 In the event of any breach of the KPS Funds covenants set forth in this Section 9, the Buyer shall be entitled to all rights and remedies available under applicable law, including, but not limited, to equitable relief. 9.7 The Parties acknowledge and agree that the Seller Guarantor and any affiliates or their respective representatives that serves as a director (or on any other governing body) subsidiaries of such portfolio company has knowledge the Seller Guarantor are not affiliates of Company Group Confidential Informationthe Seller.

Restrictive Covenants. (a) Commencing on Each Seller and Parent covenants and agrees that for a period of eighteen six (186) months following the Closing Date (the “Restricted Period”), the Seller that it shall not, and shall not permit any subsidiary or parent entity to: (i) solicit, encourage, cause or attempt to cause a customer, vendor or strategic partner of a Seller during the one (1) year period immediately prior to the Closing (each, a “Business Party”) not to do business with or to reduce any part of its Affiliates business with the Buyer Parties or its Affiliates; (ii) engage in a Competitive Business; or (iii) solicit, encourage, cause or attempt to cause any Person that supplied goods or services to a Seller not toto do business with or to reduce any part of its business with the Buyer Parties or its Affiliates. (b) Each Seller and Parent further covenants and agrees that during the Restricted Period, it shall not, whether on behalf of any other Person or its own behalf, directly or indirectly, solicit for employment, offer to hire, : (i) hire or enter into engage or attempt to hire or engage for employment or as an independent contractor any employment agreement Person hired by Buyer within ten (10) days of Closing, who was employed or similar arrangement with any of engaged by a Seller during the Company Group’s senior executive employees as of the date hereof and as of one (1) year period immediately prior to the Closing (each, a “Restricted PersonProvider”); provided, that such prohibition shall not apply to (i) solicitations made to the public or the industry generally through advertising or electronic listing which are not specifically targeted at any such Restricted Person or (ii) the solicitation solicit or hiring of encourage any Restricted Person who was not otherwise employed by Provider to terminate his or her employment, consultant or contractor relationship with the Buyer Parties or its Affiliates (including any member of the Company Group after the Closing) for six (6) months prior to such hiringAffiliates;. (bc) The Each Seller covenants and agrees that, following the Closing Date, the Seller shall not, Parent has carefully read and shall cause its Affiliates not to, disclose, and shall direct the Sponsors to, treat and hold as strictly confidential, all Company Group Confidential Information. The Seller covenants and agrees to take all reasonable steps (and to cause each of its Affiliates to take all reasonable steps) to safeguard such Company Group Confidential Information and to protect it against disclosure. In the event that the Seller or its Affiliates is requested or required to disclose any Company Group Confidential Information, the Seller shall or shall cause such Person to notify the Buyer promptly of the request or requirement so that the Buyer may (at Buyer’s expense) seek an appropriate protective order or waive compliance with considered the provisions of this Section 7.27(b)5.10 and, having done so, agrees that the restrictions set forth herein are fair and reasonable given the terms and conditions of this Agreement, the nature of each Seller’s business, the area in which each Seller and its Affiliates market their products and services, and the consideration being provided pursuant to this Agreement. IfIn addition, each Seller and Parent specifically agrees that the length, scope and definitions used in the covenants set forth in this Section 5.10 are fair and reasonable. Each Seller and Parent further agrees that the restrictions set forth in this Section 5.10 are reasonably required for the protection of the legitimate business interests of the Buyer Parties and its Affiliates. Thus, each Seller and Parent agrees not to contest the general validity or enforceability of this Section 5.10 before any court, arbitration panel or other governmental body. (d) Each Seller and Parent acknowledges and agrees that its breach of any of the covenants in this Section 5.10 during the Restricted Period shall result in irreparable damage and continuing injury to the Buyer Parties. Therefore, in the absence event of any breach or threatened breach of such covenants during the Restricted Period, each Seller and Parent agrees that the Buyer Parties and its Affiliates shall be entitled to seek an injunction from any court of competent jurisdiction enjoining such Person from committing any violation or threatened violation of those covenants. All remedies available to the Buyer Parties and its Affiliates by reason of a protective order breach by any Seller or Parent of the receipt provisions of a waiver hereunderthis Agreement are cumulative, none is exclusive and all remedies may be exercised concurrently or consecutively at the option of the Buyer Parties and its Affiliates. In the event of litigation involving this Section 5.10, the non-prevailing party shall reimburse the prevailing party for all costs and expenses, including reasonable attorneys’ fees and expenses, incurred in connection with any such litigation, including any appeal. The existence of any Claim or cause of action by a Seller against the Buyer Parties or any of its Affiliates is compelled to disclose any Company Group Confidential Information to any Governmental AuthorityAffiliates, such Person may disclose the Company Group Confidential Information whether predicated on this Agreement or otherwise, will not constitute a defense to the Governmental Authority; provided, that the Seller shall or shall cause such Person to use such Person’s reasonable best efforts to obtain, at the request of enforcement by the Buyer and at the Buyer’s sole cost and expense, an order or other assurance that confidential treatment shall be accorded to such portion Parties of the Company Group Confidential Information required to be disclosed as the Buyer shall designate. Notwithstanding the foregoing, the provisions of this Section 7.27(b5.10, which Section will be enforceable notwithstanding the existence of any breach by Buyer. (e) shall not apply Each Seller and Parent agrees that the covenants in this Section are necessary in terms of time and activity to (a) any items of Company Group Confidential Information which are or which become part protect the Buyer Parties’ interest in the assets being acquired pursuant to this Agreement and impose a reasonable restraint in light of the public domain other than as a direct or indirect result of disclosure in breach of this Agreement by the Seller or any of its Affiliates or any Sponsor; (b) any items of Company Group Confidential Information which the Seller or the Sponsors can reasonably demonstrate were independently developed by the Seller or its Affiliates without breaching any of their obligations under this Agreement or applicable Law; (c) any items of Company Group Confidential Information which the Seller or any of its Affiliates (including the Sponsors) lawfully receives on a non-confidential basis in good faith from a third party (other than Representatives activities and businesses of the Company Group) which is not, to the knowledge of the Seller or the applicable Sponsor, under any contractual obligation of confidentiality, or any other legal or fiduciary obligation of confidentiality, with respect to such Company Group Confidential Information; or (d) any items of the Company Group Confidential Information approved for release by written authorization of the Buyer. Notwithstanding the foregoing or anything in this Agreement to the contrary, the Buyer acknowledges that (i) the Seller and its Affiliates, and their respective investment funds and accounts (collectively, the “KPS Funds”) and their respective employees and other representatives (collectively, the “KPS Group”) are engaged in the business of making investments in a variety of companies at various stages of development (the “Investment Business”), (ii) in the course of carrying Sellers on the Investment Business, members of the KPS Group receive and review confidential and proprietary information from many sources, invest in many companies, and mentor, advise and otherwise interact with (including by providing individuals to serve on the boards of) investee/portfolio companies, any of which may be competitive with or otherwise adverse to the Company Group and (iii) it is not the intention of the Parties that this Agreement interfere with the ability of the KPS Group to carry on the Investment Business, including the investment in entities competitive with the Buyer or the Company or its Subsidiaries; provided, that, in each case, no Company Group Confidential Information is used or disclosed in connection therewith in breach of this Agreement. The Buyer further acknowledges that certain information relating to the Company Group and their industries gained from access to the Company Group Confidential Information may not be capable of being separated from the KPS Group’s overall knowledge; therefore, provided that neither the KPS Funds nor their respective employees or other representatives disclose any Company Group Confidential Information in violation of this Agreement, the KPS Group will not be deemed to have violated this Agreement solely to the extent Residual Information is used internally in the ordinary course by the KPS Group in connection with the Investment Business. For purposes of this Agreement, “Residual Information” means any information that is retained in the unaided memories of individuals associated with the KPS Group without specific or intentional reference to written or electronic information; provided, that such individuals’ access to the Company Group Confidential Information was not in breach of this Agreement. For purposes hereunder, memory is unaided if (x) such party did not intentionally memorize or otherwise mentally retain for reference the Residual Information for the purpose of retaining it and later using it or disclosing it to a third party, and (y) at the time of such later use such party was not consciously aware (or should reasonably have been aware) that such party was using the Residual Information. In connection with the Investment Business, the KPS Funds make investments in companies in the ordinary course of business and, as a result of such investments, such companies may be deemed to be affiliated or associated with the Restricted Party or the KPS Funds. In addition, certain persons that may be deemed to be affiliated with the Restricted Party or the KPS Funds represent large institutions which the Restricted Party does not control. So long as the KPS Funds do not make any Company Group Confidential Information available to such portfolio companies, individuals or entities, the terms of this Agreement shall not apply to such portfolio companies, individuals or entities; provided, that for the avoidance of doubt, Company Group Confidential Information shall not be imputed to any portfolio companies solely by virtue of the fact that a director, officer or employee of the KPS Funds or their respective representatives that serves as a director (or on any other governing body) of such portfolio company has knowledge of Company Group Confidential InformationClosing Date.

Restrictive Covenants. (a) Commencing on The Employee acknowledges that the Information is unique in character and is of particular significance to the Company and that the Company is in a competitive business. Therefore, during the Employment Period and for a period of eighteen One (181) months following the Closing Date (the “Restricted Period”)year thereafter, the Seller Employee shall not, and shall cause its Affiliates not to, directly or indirectly, solicit for employmentas owner, offer partner, joint venturer, lender, employee, broker, agent, corporate officer, principal, licensor, member, shareholder or in any other capacity whatsoever, engage in or make preparation to hire, hire engage or enter into become interested in or have any employment agreement or similar arrangement connection with any business competitive with the business of the Company, or any of its subsidiaries, affiliates or successors, if any as are conducted during said period (hereinafter a "Competitive Business") which is located within Fifty (50) miles of any person or entity with which the Company has done business within the previous Three (3) year period, nor shall the Employee solicit any other employee of the Company Group’s senior executive employees as for the purpose of the date hereof and as hiring or engaging such other employee in connection with any business of the Closing (eachwhich Employee is an owner, a “Restricted Person”); providedpartner, that such prohibition shall not apply to (i) solicitations made to the public joint venturer, vender, employee, broker, agent, officer, principal, licensor or the industry generally through advertising or electronic listing which are not specifically targeted at any such Restricted Person or (ii) the solicitation or hiring of any Restricted Person who was not otherwise employed by the Buyer or its Affiliates (including any member of the Company Group after the Closing) for six (6) months prior to such hiring. (b) The Seller covenants and agrees that, following the Closing Date, the Seller shall not, and shall cause its Affiliates not to, disclose, and shall direct the Sponsors to, treat and hold as strictly confidential, all Company Group Confidential Information. The Seller covenants and agrees to take all reasonable steps (and to cause each of its Affiliates to take all reasonable steps) to safeguard such Company Group Confidential Information and to protect it against disclosure. In the event that the Seller or its Affiliates is requested or required to disclose any Company Group Confidential Information, the Seller shall or shall cause such Person to notify the Buyer promptly of the request or requirement so that the Buyer may (at Buyer’s expense) seek an appropriate protective order or waive compliance with the provisions of this Section 7.27(b)shareholder. If, in any legal proceedings, a court or arbitration board shall refuse to enforce the absence of a protective order covenants included in this Section, then such unenforceable covenants shall be amended by such court or the receipt of a waiver hereunder, the Seller arbitration board to relate to such lesser period or any of its Affiliates is compelled to disclose any Company Group Confidential Information to any Governmental Authority, such Person may disclose the Company Group Confidential Information to the Governmental Authority; provided, geographical area as shall be enforceable. Employee hereby acknowledges that the Seller shall or shall cause such Person to use such Person’s restrictions on his activity as contained in this Agreement are required for the reasonable best efforts to obtain, at the request of the Buyer and at the Buyer’s sole cost and expense, an order or other assurance that confidential treatment shall be accorded to such portion protection of the Company Group Confidential Information required to be disclosed as and its subsidiaries, affiliates and successors, if any. Employee hereby agrees that in the Buyer shall designate. Notwithstanding event of the foregoing, violation by him of any of the provisions of this Section 7.27(b) shall not apply to (a) any items of Company Group Confidential Information which are or which become part of the public domain other than as a direct or indirect result of disclosure in breach of this Agreement by the Seller or any of its Affiliates or any Sponsor; (b) any items of Company Group Confidential Information which the Seller or the Sponsors can reasonably demonstrate were independently developed by the Seller or its Affiliates without breaching any of their obligations under this Agreement or applicable Law; (c) any items of Company Group Confidential Information which the Seller or any of its Affiliates (including the Sponsors) lawfully receives on a non-confidential basis in good faith from a third party (other than Representatives of the Company Group) which is not, to the knowledge of the Seller or the applicable Sponsor, under any contractual obligation of confidentiality, or any other legal or fiduciary obligation of confidentiality, with respect to such Company Group Confidential Information; or (d) any items of the Company Group Confidential Information approved for release by written authorization of the Buyer. Notwithstanding the foregoing or anything in this Agreement to the contrary, the Buyer acknowledges that (i) the Seller and its Affiliates, and their respective investment funds and accounts (collectively, the “KPS Funds”) and their respective employees and other representatives (collectively, the “KPS Group”) are engaged in the business of making investments in a variety of companies at various stages of development (the “Investment Business”), (ii) in the course of carrying on the Investment Business, members of the KPS Group receive and review confidential and proprietary information from many sources, invest in many companies, and mentor, advise and otherwise interact with (including by providing individuals to serve on the boards of) investee/portfolio companies, any of which may be competitive with or otherwise adverse to the Company Group and (iii) it is not the intention of the Parties that this Agreement interfere with the ability of the KPS Group to carry on the Investment Business, including the investment in entities competitive with the Buyer or the Company or its Subsidiaries; provided, that, in each case, no Company Group Confidential Information is used or disclosed in connection therewith in breach of this Agreement. The Buyer further acknowledges that certain information relating to the Company Group and their industries gained from access to the Company Group Confidential Information may not be capable of being separated from the KPS Group’s overall knowledge; therefore, provided that neither the KPS Funds nor their respective employees or other representatives disclose any Company Group Confidential Information in violation of this Agreement, the KPS Group Company and its subsidiaries, affiliates and successors, if any, will not be deemed entitled if any so elects, to have violated this Agreement solely institute and prosecute proceedings at law or in equity to the extent Residual Information is used internally in the ordinary course by the KPS Group in connection obtain damages with the Investment Business. For purposes of this Agreement, “Residual Information” means any information that is retained in the unaided memories of individuals associated with the KPS Group without specific or intentional reference to written or electronic information; provided, that such individuals’ access to the Company Group Confidential Information was not in breach of this Agreement. For purposes hereunder, memory is unaided if (x) such party did not intentionally memorize or otherwise mentally retain for reference the Residual Information for the purpose of retaining it and later using it or disclosing it to a third party, and (y) at the time of such later use such party was not consciously aware (or should reasonably have been aware) that such party was using the Residual Information. In connection with the Investment Business, the KPS Funds make investments in companies in the ordinary course of business and, as a result of such investments, such companies may be deemed to be affiliated or associated with the Restricted Party or the KPS Funds. In addition, certain persons that may be deemed to be affiliated with the Restricted Party or the KPS Funds represent large institutions which the Restricted Party does not control. So long as the KPS Funds do not make any Company Group Confidential Information available respect to such portfolio companies, individuals violation or entities, to enforce the terms specific performance of this Agreement by Employee or to enjoin Employee from engaging in any activity in violation hereof. In the event Company or its subsidiaries, affiliates or successors, if any, is determined to be the prevailing party in any legal action or other proceeding for the enforcement of this Section 11, the time for calculating the term of the covenants in this Section 11 shall not apply include the period of time commencing with the filing of legal action or other proceeding to such portfolio companiesenforce the terms hereof through the date of final judgment or final resolution, individuals or entities; providedincluding all appeals, that for the avoidance of doubtif any, Company Group Confidential Information shall not be imputed to any portfolio companies solely by virtue of the fact that a director, officer or employee of the KPS Funds or their respective representatives that serves as a director (or on any other governing body) of such portfolio company has knowledge of Company Group Confidential Informationlegal action or other proceeding.

Restrictive Covenants. 7.1 The Executive agrees, undertakes and warrants that during the Term of his employment, he shall not: (a) Commencing on solicit or entice or endeavor to solicit or entice away from the Company any director, manager or employee of any such company whether or not such person would commit any breach of his contract of employment by reason of leaving the service of such company; (b) in competition with the Company seek, endeavor to entice away or solicit business from any person, firm, company, organization, concern, undertaking, body corporate to whom the Company at any time during the Appointment made a pitch or presentation or an offer or request to provide services; (c) seek or accept employment from any parties which would be in competition with the Company, saved and for a period unless the disclosure of eighteen such employment has been made to and approved by the Company; (18d) months following interfere or seek to interfere with or make arrangements which have the Closing Date effect of harming contractual or other trade relations between the Company and any other third parties; or (e) With respect to any Confidential Information disclosed to the “Restricted Period”)Executive or to which the Executive has access, the Seller Executive shall notmaintain strict confidence, either during or after the termination of the Appointment without limit in point of time and shall cause its Affiliates not to, directly deal with the same in any other manner except as authorised or indirectly, solicit for employment, offer required by the duties herein provided. 7.2 The foregoing restrictions on the Executive’s right to hire, hire or enter into any employment agreement or similar arrangement with any of the Company Group’s senior executive employees as of the date hereof use and as of the Closing (each, a “Restricted Person”); provided, that such prohibition disclose Confidential Information shall not apply to any Confidential Information include: (ia) solicitations made to is or becomes public knowledge other than through the public or the industry generally through advertising or electronic listing which are not specifically targeted at any such Restricted Person or (ii) the solicitation or hiring of any Restricted Person who was not otherwise employed by the Buyer or its Affiliates (including any member fault of the Company Group after the Closing) for six (6) months prior to such hiring.Executive; (b) The Seller covenants the Executive received the express written approval of the Company to use or disclose to the extent and agrees that, following in the Closing Date, manner permitted by the Seller shall not, and shall cause its Affiliates not to, disclose, and shall direct Company; or (c) the Sponsors to, treat and hold as strictly confidential, all Company Group Confidential Information. The Seller covenants and agrees to take all reasonable steps (and to cause each of its Affiliates to take all reasonable steps) to safeguard such Company Group Confidential Information and to protect it against disclosure. In the event that the Seller or its Affiliates Executive is requested or required to disclose any Company Group Confidential Informationpursuant to the lawful requirement or request of a governmental agency having jurisdiction over it, provided that, the Seller Executive shall or shall cause such Person give the Company notice of same as soon as practicable. 7.3 Whilst the restrictions contained in this Clause are considered by the parties to notify the Buyer promptly be reasonable in all circumstances, it is recognized that restrictions of the request or requirement so nature in question may fail for technical reasons unforeseen and accordingly it is hereby agreed and declared that if any such restrictions shall be adjudged to be void as going beyond what is reasonable in all the Buyer may (at Buyer’s expense) seek an appropriate protective order or waive compliance with circumstances for the provisions of this Section 7.27(b). If, in the absence of a protective order or the receipt of a waiver hereunder, the Seller or any of its Affiliates is compelled to disclose any Company Group Confidential Information to any Governmental Authority, such Person may disclose the Company Group Confidential Information to the Governmental Authority; provided, that the Seller shall or shall cause such Person to use such Person’s reasonable best efforts to obtain, at the request protection of the Buyer and at the Buyer’s sole cost and expense, an order or other assurance that confidential treatment shall be accorded to such portion interest of the Company Group Confidential Information required to but would be disclosed as the Buyer shall designate. Notwithstanding the foregoing, the provisions of this Section 7.27(b) shall not apply to (a) any items of Company Group Confidential Information which are or which become valid if part of the public domain other than as a direct or indirect result of disclosure in breach of this Agreement by the Seller or any of its Affiliates or any Sponsor; (b) any items of Company Group Confidential Information which the Seller wording thereof were deleted or the Sponsors can reasonably demonstrate periods (if any) thereof were independently developed by reduced the Seller or its Affiliates without breaching any of their obligations under this Agreement or applicable Law; (c) any items of Company Group Confidential Information which the Seller or any of its Affiliates (including the Sponsors) lawfully receives on a non-confidential basis in good faith from a third party (other than Representatives of the Company Group) which is not, to the knowledge of the Seller or the applicable Sponsor, under any contractual obligation of confidentiality, or any other legal or fiduciary obligation of confidentiality, said restriction shall apply with respect to such Company Group Confidential Information; or (d) any items of the Company Group Confidential Information approved for release by written authorization of the Buyer. Notwithstanding the foregoing or anything in this Agreement to the contrary, the Buyer acknowledges that (i) the Seller and its Affiliates, and their respective investment funds and accounts (collectively, the “KPS Funds”) and their respective employees and other representatives (collectively, the “KPS Group”) are engaged in the business of making investments in a variety of companies at various stages of development (the “Investment Business”), (ii) in the course of carrying on the Investment Business, members of the KPS Group receive and review confidential and proprietary information from many sources, invest in many companies, and mentor, advise and otherwise interact with (including by providing individuals to serve on the boards of) investee/portfolio companies, any of which modifications as may be competitive with or otherwise adverse necessary to the Company Group make it valid and (iii) it is not the intention of the Parties that this Agreement interfere with the ability of the KPS Group to carry on the Investment Business, including the investment in entities competitive with the Buyer or the Company or its Subsidiaries; provided, that, in each case, no Company Group Confidential Information is used or disclosed in connection therewith in breach of this Agreement. The Buyer further acknowledges that certain information relating to the Company Group and their industries gained from access to the Company Group Confidential Information may not be capable of being separated from the KPS Group’s overall knowledge; therefore, provided that neither the KPS Funds nor their respective employees or other representatives disclose any Company Group Confidential Information in violation of this Agreement, the KPS Group will not be deemed to have violated this Agreement solely to the extent Residual Information is used internally in the ordinary course by the KPS Group in connection with the Investment Business. For purposes of this Agreement, “Residual Information” means any information that is retained in the unaided memories of individuals associated with the KPS Group without specific or intentional reference to written or electronic information; provided, that such individuals’ access to the Company Group Confidential Information was not in breach of this Agreement. For purposes hereunder, memory is unaided if (x) such party did not intentionally memorize or otherwise mentally retain for reference the Residual Information for the purpose of retaining it and later using it or disclosing it to a third party, and (y) at the time of such later use such party was not consciously aware (or should reasonably have been aware) that such party was using the Residual Information. In connection with the Investment Business, the KPS Funds make investments in companies in the ordinary course of business and, as a result of such investments, such companies may be deemed to be affiliated or associated with the Restricted Party or the KPS Funds. In addition, certain persons that may be deemed to be affiliated with the Restricted Party or the KPS Funds represent large institutions which the Restricted Party does not control. So long as the KPS Funds do not make any Company Group Confidential Information available to such portfolio companies, individuals or entities, the terms of this Agreement shall not apply to such portfolio companies, individuals or entities; provided, that for the avoidance of doubt, Company Group Confidential Information shall not be imputed to any portfolio companies solely by virtue of the fact that a director, officer or employee of the KPS Funds or their respective representatives that serves as a director (or on any other governing body) of such portfolio company has knowledge of Company Group Confidential Informationeffective.

Restrictive Covenants. (a) Commencing on and for 14.1.1 During a period of eighteen (18) 36 months following from the Closing Date (Date, neither the “Restricted Period”)Sellers nor the Ultimate Owners shall be directly or indirectly engaged in, the Seller shall notwhether through ownership interests, and shall cause its Affiliates not toeconomic interests or other interests, employment, board membership, consultancy, partnership, co-operation, business relationship or otherwise, any business which, directly or indirectly, solicit for employment, offer to hire, hire or enter into any employment agreement or similar arrangement competes with any the business of the Company Group’s senior executive employees Group as of the date hereof and as of the Closing (each, a “Restricted Person”); provided, that such prohibition shall not apply to (i) solicitations made to the public or the industry generally through advertising or electronic listing which are not specifically targeted at any such Restricted Person or (ii) the solicitation or hiring of any Restricted Person who business was not otherwise employed by the Buyer or its Affiliates (including any member of the Company Group after the Closing) for six (6) months conducted immediately prior to such hiring. (b) The Seller covenants and agrees that, following the Closing Date, the Seller shall not, and shall cause its Affiliates not to, disclose, and shall direct the Sponsors to, treat and hold as strictly confidential, all Company Group Confidential Information. The Seller covenants and agrees to take all reasonable steps (and to cause each of its Affiliates to take all reasonable steps) to safeguard such Company Group Confidential Information and to protect it against disclosure. In the event that the Seller or its Affiliates is requested or required to disclose any Company Group Confidential Information, the Seller shall or shall cause such Person to notify the Buyer promptly of the request or requirement so that the Buyer may (at Buyer’s expense) seek an appropriate protective order or waive compliance with the provisions of this Section 7.27(b). If, in the absence of a protective order or the receipt of a waiver hereunder, the Seller or any of its Affiliates is compelled to disclose any Company Group Confidential Information to any Governmental Authority, such Person may disclose the Company Group Confidential Information to the Governmental Authority; provided, that the Seller shall or shall cause such Person to use such Person’s reasonable best efforts to obtain, at the request of the Buyer and at the Buyer’s sole cost and expense, an order or other assurance that confidential treatment shall be accorded to such portion of the Company Group Confidential Information required to be disclosed as the Buyer shall designate. Notwithstanding the foregoing, the provisions of this Section 7.27(b) shall not apply to (a) any items of Company Group Confidential Information which are or which become part of the public domain other than as a direct or indirect result of disclosure in breach of this Agreement by the Seller or any of its Affiliates or any Sponsor; (b) any items of Company Group Confidential Information which the Seller or the Sponsors can reasonably demonstrate were independently developed by the Seller or its Affiliates without breaching any of their obligations under this Agreement or applicable Law; (c) any items of Company Group Confidential Information which the Seller or any of its Affiliates (including the Sponsors) lawfully receives on a non-confidential basis in good faith from a third party (other than Representatives of the Company Group) which is not, to the knowledge of the Seller or the applicable Sponsor, under any contractual obligation of confidentiality, or any other legal or fiduciary obligation of confidentiality, with respect to such Company Group Confidential Information; or (d) any items of the Company Group Confidential Information approved for release by written authorization of the Buyer. Notwithstanding the foregoing or anything in this Agreement to the contrary, the Buyer acknowledges that (i) the Seller and its Affiliates, and their respective investment funds and accounts (collectively, the “KPS Funds”) and their respective employees and other representatives (collectively, the “KPS Group”) are engaged in the business of making investments in a variety of companies at various stages of development (the “Investment Business”), (ii) in the course of carrying on the Investment Business, members of the KPS Group receive and review confidential and proprietary information from many sources, invest in many companies, and mentor, advise and otherwise interact with (including by providing individuals to serve on the boards of) investee/portfolio companies, any of which may be competitive with or otherwise adverse to the Company Group and (iii) it is not the intention of the Parties that this Agreement interfere with the ability of the KPS Group to carry on the Investment Business, including the investment in entities competitive with the Buyer or the Company or its Subsidiaries; provided, that, in each case, no Company Group Confidential Information is used or disclosed in connection therewith in breach of this Agreement. The Buyer further acknowledges that certain information relating to the Company Group and their industries gained from access to the Company Group Confidential Information may not be capable of being separated from the KPS Group’s overall knowledge; therefore, provided that neither the KPS Funds nor their respective employees or other representatives disclose any Company Group Confidential Information in violation of this Agreement, the KPS Group will not be deemed to have violated this Agreement solely to the extent Residual Information is used internally in the ordinary course by the KPS Group in connection with the Investment Business. For purposes of this Agreement, “Residual Information” means any information that is retained in the unaided memories of individuals associated with the KPS Group without specific or intentional reference to written or electronic information; provided, that such individuals’ access to the Company Group Confidential Information was not in breach of this Agreement. For purposes hereunder, memory is unaided if (x) such party did not intentionally memorize or otherwise mentally retain for reference the Residual Information for the purpose of retaining it and later using it or disclosing it to a third party, and (y) at the time of such later use such party was not consciously aware (or should reasonably have been aware) that such party was using the Residual Information. In connection with the Investment Business, the KPS Funds make investments in companies in the ordinary course of business and, as a result of such investments, such companies may be deemed to be affiliated or associated with the Restricted Party or the KPS Funds. In addition, certain persons that may be deemed to be affiliated with the Restricted Party or the KPS Funds represent large institutions which the Restricted Party does not control. So long as the KPS Funds do not make any Company Group Confidential Information available to such portfolio companies, individuals or entities, the terms of this Agreement shall not apply to such portfolio companies, individuals or entities; provided, that for the avoidance of doubt, Company Group Confidential Information the Parties agree that the Ultimate Owners’ and the Sellers’ engagement, including ownership interests, relating to MedPort ApS and Appendo ApS (as such activities is conducted at Signing) shall not be imputed comprised by the restrictive covenant in this clause 14.1.1. 14.1.2 The Buyer agrees that the restrictive covenant in clause 14.1.1 does not apply to the acquisition by a Seller or any portfolio companies solely by virtue of the fact Sellers' Related Parties of shares or other passive ownership rights in any listed company which competes with the Group, provided that the Sellers and the Sellers' Related Parties do not acquire in aggregate more than 5 % ownership of such listed company. 14.1.3 For a directorperiod of six months from Closing, officer the Sellers will not (and will ensure that the Sellers' Related Parties will not) directly or indirectly employ any person who is an employee of the KPS Funds Company or encourage any such employees to cease their respective representatives employment with the Company. 14.1.4 The restrictions set out in clause 14.1.3 do not apply to any employee of the Company whose employment has been terminated by the Company. 14.1.5 Any Breach of the restrictions set out in clause 14.1.1, which – if capable of remedy - has not been remedied by the Party in question within 15 Business Days from having received written notice from the Buyer alleging that serves as a director (or on Breach has occurred, shall, in addition to any other governing bodyrelief that may be available to the Buyer under Danish law, be subject to liquidated damages of USD 100,000 per Breach to be paid by the Party in Breach to the Buyer, provided that to the extent the Breach is continuing, the Breach shall be deemed to be repeated for each month it continues. 14.1.6 In the event of breach of the restrictive covenants set out in clause 14.1, the breaching Ultimate Owner shall be obligated only to pay liquidated damages (i) under clause 14.1 of such portfolio company has knowledge of Company Group Confidential Information.this Agreement or 21/26

Restrictive Covenants. (a) Commencing on ▇▇▇▇▇ agrees that Section 1.9 and for a period Article IV of eighteen (18) months following the Closing Date (Employment Agreement shall continue in full force and effect after the “Restricted Period”), date of this Agreement according to the Seller shall notterms thereof, and shall cause its Affiliates not to, directly or indirectly, solicit for employment, offer to hire, hire or enter into any employment agreement or similar arrangement with breach of any of the Company Group’s senior executive employees as of the date hereof and as of the Closing (each, a “Restricted Person”); provided, that such prohibition shall not apply to (i) solicitations made to the public or the industry generally through advertising or electronic listing which are not specifically targeted at any such Restricted Person or (ii) the solicitation or hiring of any Restricted Person who was not otherwise employed by the Buyer or its Affiliates (including any member of the Company Group after the Closing) for six (6) months prior to such hiring. (b) The Seller covenants and agrees that, following the Closing Date, the Seller shall not, and shall cause its Affiliates not to, disclose, and shall direct the Sponsors to, treat and hold as strictly confidential, all Company Group Confidential Information. The Seller covenants and agrees to take all reasonable steps (and to cause each of its Affiliates to take all reasonable steps) to safeguard such Company Group Confidential Information and to protect it against disclosure. In the event that the Seller or its Affiliates is requested or required to disclose any Company Group Confidential Information, the Seller shall or shall cause such Person to notify the Buyer promptly of the request or requirement so that the Buyer may (at Buyer’s expense) seek an appropriate protective order or waive compliance with the provisions of this Section 7.27(b). If, in the absence of such Article IV shall also be deemed a protective order or the receipt of a waiver hereunder, the Seller or any of its Affiliates is compelled to disclose any Company Group Confidential Information to any Governmental Authority, such Person may disclose the Company Group Confidential Information to the Governmental Authority; provided, that the Seller shall or shall cause such Person to use such Person’s reasonable best efforts to obtain, at the request of the Buyer and at the Buyer’s sole cost and expense, an order or other assurance that confidential treatment shall be accorded to such portion of the Company Group Confidential Information required to be disclosed as the Buyer shall designate. Notwithstanding the foregoing, the provisions of this Section 7.27(b) shall not apply to (a) any items of Company Group Confidential Information which are or which become part of the public domain other than as a direct or indirect result of disclosure in breach of this Agreement by the Seller or any of its Affiliates or any Sponsor; (b) any items of Company Group Confidential Information which the Seller or the Sponsors can reasonably demonstrate were independently developed by the Seller or its Affiliates without breaching any of their obligations under this Agreement or applicable Law; (c) any items of Company Group Confidential Information which the Seller or any of its Affiliates (including the Sponsors) lawfully receives on a non-confidential basis in good faith from a third party (other than Representatives of the Company Group) which is not, to the knowledge of the Seller or the applicable Sponsor, under any contractual obligation of confidentiality, or any other legal or fiduciary obligation of confidentiality, with respect to such Company Group Confidential Information; or (d) any items of the Company Group Confidential Information approved for release by written authorization of the Buyer. Notwithstanding the foregoing or anything in this Agreement to the contrary, the Buyer acknowledges that (i) the Seller and its Affiliates, and their respective investment funds and accounts (collectively, the “KPS Funds”) and their respective employees and other representatives (collectively, the “KPS Group”) are engaged in the business of making investments in a variety of companies at various stages of development (the “Investment Business”), (ii) in the course of carrying on the Investment Business, members of the KPS Group receive and review confidential and proprietary information from many sources, invest in many companies, and mentor, advise and otherwise interact with (including by providing individuals to serve on the boards of) investee/portfolio companies, any of which may be competitive with or otherwise adverse to the Company Group and (iii) it is not the intention of the Parties that this Agreement interfere with the ability of the KPS Group to carry on the Investment Business, including the investment in entities competitive with the Buyer or the Company or its Subsidiaries; provided, that, in each case, no Company Group Confidential Information is used or disclosed in connection therewith in breach of this Agreement. The Buyer further acknowledges If a court or arbitration panel finds that certain information relating to ▇▇▇▇▇ has breached Article IV of the Company Group and their industries gained from access to the Company Group Confidential Information may not be capable of being separated from the KPS Group’s overall knowledge; therefore, provided that neither the KPS Funds nor their respective employees or other representatives disclose any Company Group Confidential Information in violation of this Employment Agreement, the KPS Group will not HealthTronics shall be deemed entitled to have violated this Agreement solely to the extent Residual Information is used internally in the ordinary course by the KPS Group in connection with the Investment Business. For purposes of this Agreement, “Residual Information” means any information that is retained in the unaided memories of individuals associated with the KPS Group without specific or intentional reference to written or electronic information; provided, that such individuals’ access to the Company Group Confidential Information was not in breach of this Agreement. For purposes hereunder, memory is unaided if recover from ▇▇▇▇▇ (x) such party did not intentionally memorize all payments made to ▇▇▇▇▇ under Section 5 of this Agreement on or otherwise mentally retain for reference after the Residual Information for date upon which the purpose court or arbitration panel finds that ▇▇▇▇▇ first breached Article IV of retaining it and later using it or disclosing it to a third party, the Employment Agreement (the “Breach Date”) and (y) at a payment amount equal to the time number of shares of Restricted Stock that vested after the Breach Date multiplied by the closing price per share of HealthTronics common stock as reported on the Nasdaq market on the date that such stock vested. ▇▇▇▇▇ shall pay such amounts to HealthTronics in cash or cashier’s check promptly following the date such court or arbitration panel makes such finding. This remedy shall be in addition to any other rights or remedies to which HealthTronics may be entitled. ▇▇▇▇▇ acknowledges and agrees that during his employment with HealthTronics he has received trade secret and other proprietary and confidential information of the Affiliated Entities. ▇▇▇▇▇ acknowledges and agrees (a) that the provisions in Article IV of the Employment Agreement (and Article V thereof) are enforceable, and (b) not to contest the enforceability of such later use such party was not consciously aware (or should reasonably have been aware) that such party was using the Residual Informationprovisions. In connection with the Investment Business, the KPS Funds make investments in companies in the ordinary course of business and, as a result of such investments, such companies may be deemed to be affiliated or associated with the Restricted Party or the KPS Funds. In addition, certain persons that may be deemed to be affiliated with the Restricted Party or the KPS Funds represent large institutions which the Restricted Party does not control. So long as the KPS Funds do not make any Company Group Confidential Information available to such portfolio companies, individuals or entities, the terms of this Agreement shall not apply to such portfolio companies, individuals or entities; provided, that for For the avoidance of doubt, Company Group Confidential Information shall (1) this Section 6 will not be imputed prohibit ▇▇▇▇▇ from defending himself against any breach of contract claims concerning such Article IV or arguing or presenting evidence to demonstrate that ▇▇▇▇▇ is not in violation of or has not violated such Article IV and (2) notwithstanding subsection (1) above, ▇▇▇▇▇ agrees not to challenge the scope of any portfolio companies solely by virtue of the fact that a directorprovisions of such Article IV or the geographic limitations or time limitations set forth therein. The Parties agree and understand that, officer or employee for the purposes of the KPS Funds or their respective representatives that serves as a director (or on any other governing body) definition of such portfolio company has knowledge “Non-Competition Period” contained in Section 4.4 of Company Group Confidential Informationthe Employment Agreement, the “date of termination of Employee’s employment with Employer” shall be the Termination Date.

Restrictive Covenants. Each Founder hereby acknowledges and agrees that such Founder is familiar with the Company’s Trade Secrets and other Confidential Information, and that the Company would be irreparably damaged if any Founder were to provide services to any Person competing with the Company or engaged in a similar business and that such competition by such Founder would result in a significant loss of goodwill by the Company. Each Founder further acknowledges and agrees that the covenants and agreements set forth in this Section 5.03 were a material inducement to Buyer to enter into this Agreement and to perform its obligations hereunder, and that ▇▇▇▇▇ would not obtain the benefit of the bargain set forth in this Agreement as specifically negotiated by the Parties if any Founder breached the provisions of this Section 5.03. Each Founder further acknowledges that his, her or its services have been and shall be of special, unique and extraordinary value to the Company, and that such Founder has been substantially responsible for the growth and development of the Company and the creation and preservation of the Company’s goodwill. Therefore, in further consideration of the Merger Consideration payable to the Founders hereunder (from which the Founders shall derive substantial direct and indirect benefit), and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Founder hereby covenants and agrees as follows: (a) Commencing on and for a period From the Closing Date until the fifth (5th) anniversary of eighteen (18) months following the Closing Date (the “Restricted Restrictive Period”), the Seller each Founder shall not, not (and each shall cause each of its Affiliates (other than the Company) not to, ) directly or indirectlyindirectly own any interest in, solicit for employment, offer to hire, hire individually or enter into any employment agreement or similar arrangement in conjunction with any of other person, manage, control, participate in (whether as an officer, manager, director, employee, partner, agent, representative, consultant, contractor or otherwise), consult with, render services for, acquire, establish or own any financial, beneficial or other interest in, or in any other manner engage or plan on engaging (or assisting any other entity to plan to engage) in the gifting or consumer packaged goods industry in any country, state, municipality, locale or jurisdiction in which the Company Group’s senior executive employees as of the date hereof and conducts business as of the Closing (eachDate. Notwithstanding the foregoing, a “Restricted Person”); provided, that such prohibition nothing herein shall not apply be deemed to (i) solicitations made to the public or the industry generally through advertising or electronic listing which are not specifically targeted at prohibit any such Restricted Person or (ii) the solicitation or hiring of any Restricted Person who was not otherwise employed by the Buyer Founder or its Affiliates (including any member from being a passive owner of not more than two percent of the Company Group after outstanding stock of any class of a corporation that is publicly traded, so long as none of such Persons have any active participation in the Closing) for six (6) months prior to business of such hiringcorporation. (b) The Seller covenants and agrees thatDuring the Restrictive Period, following the Closing Date, the Seller each Founder shall not, not and shall cause its Affiliates not to, disclose, attempt to (and shall direct the Sponsors to, treat and hold as strictly confidential, all Company Group Confidential Information. The Seller covenants and agrees to take all reasonable steps (and to cause each of its Affiliates (other than the Company) not to) directly or indirectly through another Person, (i) solicit, encourage or induce any employee or independent contractor of the Company to leave the employ or services of such Company, or in any way interfere with the relationship between the Company and any employee or independent contractor thereof, (ii) hire or engage any person who was an employee or independent contractor of the Company at any time during the twelve (12) month period immediately prior to the date on which such hiring or engagement would take place, except pursuant to a general solicitation which is not directed specifically to any employee or independent contractor, or (iii) call on, solicit or service any client, customer, distributor, supplier, service provider, licensee, licensor, investor or other business relation of the Company in order to solicit, encourage or induce or attempt to induce such Person to cease doing business with the Company, or in any way interfere with the relationship between any such client, customer, distributor, supplier, service provider, licensee, investor or business relation and the Company (including making any negative or disparaging statements or communications regarding the Company or its affiliates or investors, or any of their respective businesses, employees, officers, managers or directors). (c) Each Founder shall not at any time disclose or use any Confidential Information of which such Founder is or becomes aware, whether or not such information was or is developed by him, her or it, except to the extent that such disclosure or use is directly related to and required by his, her or its performance of duties assigned to him, her or it by the Company. Each Founder shall take all reasonable steps) appropriate steps to safeguard such Company Group Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft. In The foregoing shall not, however, prohibit disclosure by any Founder of Confidential Information that (i) has been published in a form generally available to the event that the Seller public other than as a result of his, her or its Affiliates is requested acts or required omissions to act prior to the date such Founder proposes to disclose any Company Group Confidential Information, the Seller shall such information or shall cause such Person to notify the Buyer promptly of the request or requirement so that the Buyer may (at Buyer’s expenseii) seek an appropriate protective order or waive compliance with the provisions of this Section 7.27(b). If, in the absence of a protective order or the receipt of a waiver hereunder, the Seller or any of its Affiliates is compelled to disclose any Company Group Confidential Information to any Governmental Authority, such Person may disclose the Company Group Confidential Information to the Governmental Authority; provided, that the Seller shall or shall cause such Person to use such Person’s reasonable best efforts to obtain, at the request of the Buyer and at the Buyer’s sole cost and expense, an order or other assurance that confidential treatment shall be accorded to such portion of the Company Group Confidential Information required to be disclosed as the Buyer pursuant to any applicable Law or court order. Information shall designate. Notwithstanding the foregoing, the provisions of this Section 7.27(b) shall not apply to (a) any items of Company Group Confidential Information which are or which become part of the public domain other than as a direct or indirect result of disclosure in breach of this Agreement by the Seller or any of its Affiliates or any Sponsor; (b) any items of Company Group Confidential Information which the Seller or the Sponsors can reasonably demonstrate were independently developed by the Seller or its Affiliates without breaching any of their obligations under this Agreement or applicable Law; (c) any items of Company Group Confidential Information which the Seller or any of its Affiliates (including the Sponsors) lawfully receives on a non-confidential basis in good faith from a third party (other than Representatives of the Company Group) which is not, to the knowledge of the Seller or the applicable Sponsor, under any contractual obligation of confidentiality, or any other legal or fiduciary obligation of confidentiality, with respect to such Company Group Confidential Information; or (d) any items of the Company Group Confidential Information approved for release by written authorization of the Buyer. Notwithstanding the foregoing or anything in this Agreement to the contrary, the Buyer acknowledges that (i) the Seller and its Affiliates, and their respective investment funds and accounts (collectively, the “KPS Funds”) and their respective employees and other representatives (collectively, the “KPS Group”) are engaged in the business of making investments in a variety of companies at various stages of development (the “Investment Business”), (ii) in the course of carrying on the Investment Business, members of the KPS Group receive and review confidential and proprietary information from many sources, invest in many companies, and mentor, advise and otherwise interact with (including by providing individuals to serve on the boards of) investee/portfolio companies, any of which may be competitive with or otherwise adverse to the Company Group and (iii) it is not the intention of the Parties that this Agreement interfere with the ability of the KPS Group to carry on the Investment Business, including the investment in entities competitive with the Buyer or the Company or its Subsidiaries; provided, that, in each case, no Company Group Confidential Information is used or disclosed in connection therewith in breach of this Agreement. The Buyer further acknowledges that certain information relating to the Company Group and their industries gained from access to the Company Group Confidential Information may not be capable of being separated from the KPS Group’s overall knowledge; therefore, provided that neither the KPS Funds nor their respective employees or other representatives disclose any Company Group Confidential Information in violation of this Agreement, the KPS Group will not be deemed to have violated been published merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published in combination. (d) Except for the activities permitted under Section 5.03(a), no Founder may take any action or inaction the result of which would be to divert revenue or contract rights represented in the Financial Statements from the Company or Buyer, including, but not limited to, seeking to produce insurance business under Contracts held in the name of such Founder for the benefit of anyone other than Buyer or Companies. (e) No Founder shall (a) make, or cause to be made, any statement, observation, opinion or other communication, or (b) communicate any information (whether oral or written), in each case with the intent to, or that is false and that is reasonably likely to, impugn or attack the reputation or character of Buyer, the Company or any of its Affiliates, or their respective known former or present directors, officers, employees, equityholders or other representatives. Nothing in this Agreement solely to shall prevent the extent Residual Information is used internally Founders from (i) disclosing or discussing discrimination (including harassment occurring between employees or between an employer and an employee) in the ordinary course workplace, at work-related events coordinated by or through the KPS Group Company, or off the employment premises, (ii) opposing, disclosing, reporting, or participating in an investigation of sexual harassment, or (iii) speaking with law enforcement, the Equal Employment Opportunity Commission, the state division of human rights, a local commission on human rights or an attorney retained by any Founder. (f) If, at the time of enforcement of the covenants contained in this Section 5.03 (the “Restrictive Covenants”), a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the Parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed and directed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by Law. Each Founder has consulted with legal counsel regarding the Restrictive Covenants and based on such consultation has determined and hereby acknowledges that the Restrictive Covenants are reasonable in terms of duration, scope and area restrictions and are necessary to protect the goodwill of the Company’s business and the substantial investment in the Company made by Buyer hereunder and the nature of the Company’s business is such that it is not conducted with respect to geographical boundaries. Each Founder further acknowledges and agrees that the Restrictive Covenants are being entered into by him, her or it in connection with the Investment Business. For purposes direct or indirect sale by him, her or it of the goodwill of the Company’s business pursuant to this Agreement and not directly or indirectly in connection with his, her or its employment or other relationship with the Company. (g) If any Founder breaches any of the Restrictive Covenants, the Company and Buyer shall have the right to seek the following rights and remedies, each of which rights and remedies shall be independent of the others and severally enforceable, and each of which is in addition to, and not in lieu of, any other rights and remedies available to such Parties at Law or in equity: (i) the right and remedy to have the Restrictive Covenants specifically enforced, including by specific performance and/or injunctive or other relief (without posting a bond or other security), by any court of competent jurisdiction, subject to and in accordance with the provisions of Article VIII of this Agreement, “Residual Information” means it being agreed that any information that is retained in breach or threatened breach of the unaided memories of individuals associated with the KPS Group without specific or intentional reference to written or electronic information; provided, that such individuals’ access Restrictive Covenants would cause irreparable injury to the Company Group Confidential Information was and Buyer and that money damages would not in provide an adequate remedy to the Company and Buyer; and (ii) the right and remedy to require such Founder to account for and pay over to the Company (or, at the election of Buyer, to Buyer) any profits, monies, accruals, increments or other benefits derived or received by such Person as the result of any transactions constituting a breach of this Agreement. For purposes hereunderthe Restrictive Covenants to the extent as the result of any transactions constituting a breach of the Restrictive Covenants. (h) In the event of any breach or violation by any Founder of any of the Restrictive Covenants, memory is unaided if (x) such party did not intentionally memorize or otherwise mentally retain for reference the Residual Information for the purpose of retaining it and later using it or disclosing it to a third party, and (y) at the time period of such later use covenant for such party was not consciously aware Founder who breached the Restrictive Covenant (and for no other Founder) shall be tolled until such breach or should reasonably have been aware) that such party was using the Residual Information. In connection with the Investment Business, the KPS Funds make investments in companies in the ordinary course of business and, as a result of such investments, such companies may be deemed to be affiliated or associated with the Restricted Party or the KPS Funds. In addition, certain persons that may be deemed to be affiliated with the Restricted Party or the KPS Funds represent large institutions which the Restricted Party does not control. So long as the KPS Funds do not make any Company Group Confidential Information available to such portfolio companies, individuals or entities, the terms of this Agreement shall not apply to such portfolio companies, individuals or entities; provided, that for the avoidance of doubt, Company Group Confidential Information shall not be imputed to any portfolio companies solely by virtue of the fact that a director, officer or employee of the KPS Funds or their respective representatives that serves as a director (or on any other governing body) of such portfolio company has knowledge of Company Group Confidential Informationviolation is resolved.

Restrictive Covenants. (a) Commencing on and for a period 5.1 Without prejudice to any provisions of eighteen (18) months following similar effect which may be contained in any service contract or contract of employment entered into now, or in the Closing Date (the “Restricted Period”), the Seller shall not, and shall cause its Affiliates not to, directly or indirectly, solicit for employment, offer to hire, hire or enter into any employment agreement or similar arrangement with future between any of the Sellers and the Company Group’s senior executive employees as of the date hereof and as of the Closing (each, a “Restricted Person”); provided, that such prohibition shall not apply to (i) solicitations made to the public or the industry generally through advertising or electronic listing which are not specifically targeted at any such Restricted Person or (ii) the solicitation or hiring of any Restricted Person who was not otherwise employed by the Buyer or its Affiliates (including any member Affiliate of the Buyer and/or the Company Group after the Closing) for six (6) months prior to such hiring. (b) The Seller covenants and agrees that, following the Closing Date, the Seller shall not, and shall cause its Affiliates not to, disclose, and shall direct the Sponsors to, treat and hold save as strictly confidential, all Company Group Confidential Information. The Seller covenants and agrees to take all reasonable steps (and to cause the extent permitted by any such contract, each of its Affiliates to take all reasonable steps) to safeguard such Company Group Confidential Information and to protect it against disclosure. In the event that the Seller or its Affiliates is requested or required to disclose any Company Group Confidential Information, the Seller shall or shall cause such Person to notify Sellers hereby severally covenants with the Buyer promptly (for itself and as trustee for the holders for the time being of the request or requirement Shares but so that the Buyer shall not as trustee be under any obligation to such holders to enforce the undertakings and may (at Buyer’s expense) seek an appropriate protective order release or waive compliance with them in whole or in part as it in its absolute discretion thinks fit) that, without the provisions of this Section 7.27(b). If, in the absence of a protective order or the receipt of a waiver hereunder, the Seller or any of its Affiliates is compelled to disclose any Company Group Confidential Information to any Governmental Authority, such Person may disclose the Company Group Confidential Information to the Governmental Authority; provided, that the Seller shall or shall cause such Person to use such Person’s reasonable best efforts to obtain, at the request prior written consent of the Buyer and at the Buyer’s sole cost and expense, an order or other assurance that confidential treatment shall be accorded to such portion of the Company Group Confidential Information required to be disclosed as the Buyer shall designate. Notwithstanding the foregoing, the provisions of this Section 7.27(b) shall not apply to ; (a) he/it will not for the Relevant Period (as defined in Section 5.8) hold either directly or indirectly any items of Company Group Confidential Information which are or which become part of the public domain other than as a direct or indirect result of disclosure Material Interest in breach of this Agreement by the Seller or any of its Affiliates or any Sponsor; (b) any items of Company Group Confidential Information which the Seller or the Sponsors can reasonably demonstrate were independently developed by the Seller or its Affiliates without breaching any of their obligations under this Agreement or applicable Law; (c) any items of Company Group Confidential Information which the Seller or any of its Affiliates (including the Sponsors) lawfully receives on a non-confidential basis in good faith from a third party business (other than Representatives of the Company Group) which is not, to the knowledge of the Seller or the applicable Sponsor, under any contractual obligation of confidentiality, or any other legal or fiduciary obligation of confidentiality, with respect to such Company Group Confidential Information; or (d) any items of the Company Group Confidential Information approved for release by written authorization of the Buyer. Notwithstanding the foregoing or anything in this Agreement to the contrary, the Buyer acknowledges that (i) the Seller and its Affiliates, and their respective investment funds and accounts (collectively, the “KPS Funds”) and their respective employees and other representatives (collectively, the “KPS Group”) are engaged in the business of making investments in a variety of companies at various stages of development (the “Investment Business”), (ii) in the course of carrying on the Investment Business, members of the KPS Group receive and review confidential and proprietary information from many sources, invest in many companies, and mentor, advise and otherwise interact with (including by providing individuals to serve on the boards of) investee/portfolio companies, any of which may be competitive with or otherwise adverse to the Company Group and (iii) it is not the intention of the Parties that this Agreement interfere with the ability of the KPS Group to carry on the Investment Business, including the investment in entities competitive with the Buyer or the Company or their respective Affiliates) which provides Restricted Services in competition with the Business in the Restricted Area; (b) he/it will not for the Relevant Period hold any Material Interest in any person carrying on business in the Restricted Area (other than the Buyer or the Company or their respective Affiliates) which requires or might reasonably be expected by the Buyer to require him or it to disclose or make use of any Confidential Business Information in order properly to discharge his or its Subsidiaries; providedduties or to further his or its interest with such person; (c) he/it will not at any time after Closing disclose (save as authorised by the Buyer in writing or required by law) any Confidential Business Information, thatnor will he or it at any time after Closing otherwise make use of any Confidential Business Information for his or its own benefit or for the benefit of others, or in each caseany way to the detriment of the Company; (d) he/it will not for the Relevant Period solicit, no encourage, induce, entice or procure or endeavour to do any of the foregoing or encourage anyone else to solicit encourage, induce, entice or procure or endeavour to do any of the foregoing, any person who is, and was at the Closing Date, employed by the Company Group Confidential Information in a position where their remuneration is used at least £40,000 per annum to leave the employment of the Company or disclosed the Buyer or any of their respective Affiliates; (e) he/it will not for the Relevant Period in connection therewith in breach respect of Restricted Services directly or indirectly solicit the custom of, or orders from or accept orders from any Customer (for the purposes of this Agreement. The clause "Customer" shall mean any person who is at Closing, or who has been at any time during the period of two years immediately preceding that date, a client or customer of the Company) other than for the benefit of the Company or the Buyer further acknowledges that certain information relating or any of their respective Affiliates; (f) he/it will not for the Relevant Period interfere with or seek to interfere with the continuance of supplies to the Company Group and or the Buyer or of their industries gained respective Affiliates (or the terms relating to such supplies) from access any suppliers who have been supplying components, materials or services to the Company Group Confidential Information may at any time during the two years immediately preceding Closing if that interference causes or would cause such supplier to cease supplying, or materially reduce its supply of those goods and/or services to the Company; or (g) that if he or it shall have obtained Trade Secrets or other confidential information belonging to any third party under an agreement which contained restrictions on disclosure, he or it will not be without the previous written consent of the Buyer at any time infringe such restrictions; (h) he or it will not at any time after Closing use in the course of any business:- (i) the words “Sterimedix” and "Silkann"; or (ii) any trade or service ▇▇▇▇, business or domain name, design or logo which, at Completion was or had been used by the Company; (iii) anything which is, in the reasonable opinion of the Buyer, capable of being separated from confusion with such words, ▇▇▇▇, name, design or logo. 5.2 The Buyer and the KPS Group’s overall knowledge; therefore, provided Sellers agree that neither the KPS Funds nor their respective employees or other representatives disclose any Company Group Confidential Information restrictions contained in violation of this Agreement, the KPS Group will Section 5.1(c) shall not be deemed to have violated this Agreement solely apply if and to the extent Residual that the Confidential Business Information is used internally in concerned has ceased to be confidential or come into the ordinary course by the KPS Group in connection with the Investment Business. For purposes of this Agreement, “Residual Information” means any information that is retained in the unaided memories of individuals associated with the KPS Group without specific or intentional reference to written or electronic information; provided, that such individuals’ access to the Company Group Confidential Information was not in breach of this Agreement. For purposes hereunder, memory is unaided if public domain (x) such party did not intentionally memorize or otherwise mentally retain for reference the Residual Information for the purpose of retaining it and later using it or disclosing it to a third party, and (y) at the time of such later use such party was not consciously aware (or should reasonably have been aware) that such party was using the Residual Information. In connection with the Investment Business, the KPS Funds make investments in companies in the ordinary course of business and, other than as a result of breach of any obligation of confidence by the Sellers). 5.3 Each Seller shall procure that all companies and businesses directly or indirectly owned or controlled by him or it shall be bound by and observe the provisions of this Section 5 as if they were covenanting with the Buyer. 5.4 Each Seller acknowledges that the Buyer is accepting the benefit of the covenants contained in this Section 5 both on its own behalf and on behalf of its Affiliates for loss sustained by them as a result of any breach of the covenants contained in this Section 5. 5.5 Nothing in this Section 5 shall preclude any Seller from being the owner for investment purposes only of not more than 3% of the equity share capital of any company listed on the Official List of the UK Listing Authority or quoted on the AIM Market of London Stock Exchange Plc or on a recognised investment exchange (as defined in s.285 of the Financial Services and Markets ▇▇▇ ▇▇▇▇ (as amended)). 5.6 The restrictions contained in this Section 5 are considered reasonable by the Sellers in all respects but if any of those restrictions shall be held to be void in circumstances where it would be valid if some part were deleted the parties agree that such investments, restrictions shall apply with such companies deletion as may be deemed necessary to make it valid and effective. 5.7 The provisions of Section 5.1(a) to 5.1(h) (inclusive) are separate and severable and shall be affiliated or associated with enforceable accordingly. 5.8 For the Restricted Party or purpose of this Section 5, the KPS Funds. "Relevant Period" shall be the 37 month period immediately following the Closing Date, save that in the case of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ only, the "Relevant Period" shall be the 18 month period immediately following the Closing Date. 5.9 In additionthe event that ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ of the Sellers is dismissed by the Company (including constructive dismissal), certain persons that may the Relevant Period shall, in his case only, be deemed reduced to be affiliated with the Restricted Party or the KPS Funds represent large institutions which the Restricted Party 12 months unless such dismissal does not control. So long as the KPS Funds do not make any Company Group Confidential Information available to such portfolio companies, individuals or entities, the terms of this Agreement shall not apply to such portfolio companies, individuals or entities; provided, that for the avoidance of doubt, Company Group Confidential Information shall not be imputed to any portfolio companies solely by virtue of the fact that a director, officer or employee of the KPS Funds or their respective representatives that serves as a director (or on any other governing body) of such portfolio company has knowledge of Company Group Confidential Informationconstitute unfair dismissal.

Restrictive Covenants. Sellers acknowledge and agree that substantial and valuable assets which belong to the Subsidiaries include the trade names, Confidential Information, relationships with Clients and Suppliers and prospective Clients and Suppliers, and goodwill of the Subsidiaries, and that the relationships which the Subsidiaries have with their employees and Clients and Suppliers are significant business relationships necessary for the Subsidiaries to continue to operate their business. Sellers further acknowledge and agree that, following the Closing, such Sellers will continue to have access to the aforesaid assets and relationships by virtue of continued employment with a Subsidiary following the Closing. Sellers further acknowledge and agree that each of Buyer and the Subsidiaries have a reasonable, necessary and legitimate business interest in protecting the aforesaid assets and relationships and businesses, that the covenants set forth below are reasonable and necessary in order to protect these legitimate business interests, and that the covenants set forth below are a material inducement for Buyer to enter into the transactions contemplated by this Agreement. In addition, Sellers acknowledge and agree that monetary damages will not be an adequate remedy for any material breach of any of their covenants contained in this Section 9.3, and that irreparable injury may result to Buyer and the Subsidiaries or their successors in interest, in the event of any such material breach. (Reference is made to Section 10.6 hereof relating to the rights of Buyer and the Subsidiaries and their successors to equitable relief for breaches of this Section 9.3.) Accordingly, each Seller individually agrees to the following restrictions which are specifically applicable to such Seller, effective as of the Closing Date: (a) Commencing on and for Each Seller will not use, or grant to any Person the right to use at any time, the Trademarks or Domain Names used or held by a period Subsidiary, or any similar names, juxtapositions or derivations thereof, without the prior written consent of eighteen Buyer. (18b) months following Each Seller will not, directly or indirectly, use, or willfully disclose to any Person, any Confidential Information of the Closing Date Subsidiaries or Buyer (provided, in the “Restricted Period”latter case, such Seller became familiar with such Confidential Information during his or her employment with the Subsidiary), except (A) in the Ordinary Course of Business on behalf of the Subsidiary or Buyer, as the case may be, (B) with the prior written consent of the Subsidiary or Buyer, as the case may be, or (C) to the extent necessary to comply with law or the valid order of a court of competent jurisdiction, in which event such Seller shall notify Buyer as promptly as practicable (and, if possible, prior to the making of such disclosure). In addition, such Seller will use reasonable efforts to prevent any such prohibited use or disclosure by any other employee of the Subsidiary. (c) Each Seller will not, and shall cause its Affiliates not to, directly or indirectly, solicit for employmentthe provision of any Companies Business from, or provide, accept any offer to hireprovide, hire or enter into otherwise induce the termination or non-renewal of any employment agreement Companies Business to, any Client or similar arrangement with any Supplier or prospective Client or Supplier of a Subsidiary or Buyer (provided, in the Company Group’s senior executive employees as of the date hereof and as of the Closing (each, a “Restricted Person”); providedlatter case, that such prohibition shall not apply to (i) solicitations made to Seller had substantial contact or became familiar with such Client or Supplier or prospective Client or Supplier during his or her employment with the public or Subsidiary), except in the industry generally through advertising or electronic listing which are not specifically targeted at any such Restricted Person or (ii) the solicitation or hiring Ordinary Course of any Restricted Person who was not otherwise employed by the Buyer or its Affiliates (including any member Business on behalf of the Company Group Subsidiary or Buyer. The restrictions contained in this subsection (c) shall terminate three (3) years after the Closing) for six (6) months prior to such hiring. (b) The Seller covenants and agrees that, following the Closing Date, the Seller shall not, and shall cause its Affiliates not to, disclose, and shall direct the Sponsors to, treat and hold as strictly confidential, all Company Group Confidential Information. The Seller covenants and agrees to take all reasonable steps (and to cause each of its Affiliates to take all reasonable steps) to safeguard such Company Group Confidential Information and to protect it against disclosure. In the event that the Seller or its Affiliates is requested or required to disclose any Company Group Confidential Information, the Seller shall or shall cause such Person to notify the Buyer promptly of the request or requirement so that the Buyer may (at Buyer’s expense) seek an appropriate protective order or waive compliance with the provisions of this Section 7.27(b). If, in the absence of a protective order or the receipt of a waiver hereunder, the Seller or any of its Affiliates is compelled to disclose any Company Group Confidential Information to any Governmental Authority, such Person may disclose the Company Group Confidential Information to the Governmental Authority; provided, that the Seller shall or shall cause such Person to use such Person’s reasonable best efforts to obtain, at the request of the Buyer and at the Buyer’s sole cost and expense, an order or other assurance that confidential treatment shall be accorded to such portion of the Company Group Confidential Information required to be disclosed as the Buyer shall designate. Notwithstanding the foregoing, the provisions of this Section 7.27(b) shall not apply to (a) any items of Company Group Confidential Information which are or which become part of the public domain other than as a direct or indirect result of disclosure in breach of this Agreement by the Seller or any of its Affiliates or any Sponsor; (b) any items of Company Group Confidential Information which the Seller or the Sponsors can reasonably demonstrate were independently developed by the Seller or its Affiliates without breaching any of their obligations under this Agreement or applicable Law; (c) any items of Company Group Confidential Information which the Seller or any of its Affiliates (including the Sponsors) lawfully receives on a non-confidential basis in good faith from a third party (other than Representatives of the Company Group) which is not, to the knowledge of the Seller or the applicable Sponsor, under any contractual obligation of confidentiality, or any other legal or fiduciary obligation of confidentiality, with respect to such Company Group Confidential Information; or (d) any items of the Company Group Confidential Information approved for release by written authorization of the Buyer. Notwithstanding the foregoing or anything in this Agreement to the contrary, the Buyer acknowledges that (i) the Seller and its Affiliates, and their respective investment funds and accounts (collectively, the “KPS Funds”) and their respective employees and other representatives (collectively, the “KPS Group”) are engaged in the business of making investments in a variety of companies at various stages of development (the “Investment Business”), (ii) in the course of carrying on the Investment Business, members of the KPS Group receive and review confidential and proprietary information from many sources, invest in many companies, and mentor, advise and otherwise interact with (including by providing individuals to serve on the boards of) investee/portfolio companies, any of which may be competitive with or otherwise adverse to the Company Group and (iii) it is not the intention of the Parties that this Agreement interfere with the ability of the KPS Group to carry on the Investment Business, including the investment in entities competitive with the Buyer or the Company or its Subsidiaries; provided, that, in each case, no Company Group Confidential Information is used or disclosed in connection therewith in breach of this Agreement. The Buyer further acknowledges that certain information relating to the Company Group and their industries gained from access to the Company Group Confidential Information may not be capable of being separated from the KPS Group’s overall knowledge; therefore, provided that neither the KPS Funds nor their respective employees or other representatives disclose any Company Group Confidential Information in violation of this Agreement, the KPS Group will not be deemed to have violated this Agreement solely to the extent Residual Information is used internally in the ordinary course by the KPS Group in connection with the Investment Business. For purposes of this Agreementsubsection (c), “Residual Information” means a Person’s status as a Client or Supplier or prospective Client or Supplier shall be determined as of the the date of the activity restricted by this subsection (c). (d) Each Seller hereby agrees to refrain from Carrying on a Business, directly or indirectly, which provides any information that is retained Companies Business (as conducted as of the Closing Date) within the Restricted Territory. The restrictions contained in the unaided memories of individuals associated this subsection (d) shall terminate co-extensively with the KPS Group without specific termination periods specified in subsection (c). The term “Carrying on a Business” shall mean to engage in any such business as a sole proprietor, partner, member of a limited liability company, officer, director, employee, stockholder or intentional reference similar capacity. It is expressly agreed that the foregoing is not intended to written restrict or electronic information; providedprohibit, that and shall not restrict or prohibit, the ownership by such individuals’ access to Seller of stock or other securities of a publicly-held corporation in which he or she does not possess beneficial ownership of more than 5% of the Company Group Confidential Information was not voting stock of such corporation or participate in breach of this Agreementany management or advisory capacity. For purposes hereunder, memory is unaided if of this subsection (xd) such party did not intentionally memorize or otherwise mentally retain for reference the Residual Information for the purpose of retaining it and later using it or disclosing it to a third party, and (y) at the time of such later use such party was not consciously aware (or should reasonably have been aware) that such party was using the Residual Information. In connection with the Investment Businessonly, the KPS Funds make investments in companies in the ordinary course of business and, as a result of such investments, such companies may be deemed to be affiliated or associated with the Restricted Party or the KPS Funds. In addition, certain persons that may be deemed to be affiliated with the Restricted Party or the KPS Funds represent large institutions which the Restricted Party does not control. So long as the KPS Funds do not make any Company Group Confidential Information available to such portfolio companies, individuals or entities, the terms of this Agreement term “Companies Business” shall not apply to such portfolio companies, individuals or entities; provided, that include web-developing and system integrating services for the avoidance of doubt, Company Group Confidential Information shall not be imputed to any portfolio companies solely by virtue e-Commerce systems outside of the fact that a director, officer or employee of the KPS Funds or their respective representatives that serves as a director (or on any other governing body) of such portfolio company has knowledge of Company Group Confidential Informationmarket for adult entertainment products.

Restrictive Covenants. (a) Commencing on 9.1 Seller and Gicks shall not, except as representatives of and as directed by Buyer, without the prior written consent of Buyer, which consent may be withheld for any or no reason, for a period of eighteen (18) months 2 years following the Closing Date (the “Restricted Period”), the Seller shall not, and shall cause its Affiliates not toClosing, directly or indirectly, solicit for employmentown, offer manage, operate, control, be employed by, participate in, render services to, make loans to, or be connected in any manner with the ownership, management, operation, or control of any business located anywhere in the world, in any business competitive with the Business (which is defined as being limited to hirecrafts, hire stationary, toys, and greeting cards). However, if Gicks conceive a new or improved product, and if Buyer fails to exercise its right of first refusal to acquire the idea, as set forth in the Consulting Agreements (Exhibit "A"), Gicks may thereupon market the ideas rejected by Buyer to competitors of Buyer, or Gick ▇▇▇ enter into direct competition with Buyer in order to exploit the ideas. In the event of any employment agreement actual or similar arrangement with any threatened breach of the Company Group’s senior executive employees as provisions of this Section, Buyer shall be entitled to an injunction restraining the actual or threatened breach. The parties further agree that should there be a violation of the date hereof and as provisions of this Section, the violating party shall be liable to Buyer for, in addition to amounts pursuant to other remedies available against that party, two (2) times the greater of the Closing amount of profit earned by the violating party as a result of the violation and the amount of profit which would have been earned by Buyer from the activities causing the violation had Buyer conducted said activities, plus interest on said greater amount calculated at eighteen percent (each18%) per annum from the date of the violating activities until paid, a “Restricted Person”); provided, that such prohibition as liquidated damages for only Buyer's loss of potential profits. Nothing in this paragraph 9.2 Seller and the Gicks shall not apply at any time, without the prior written consent of Buyer, which consent may be withheld for any or no reason, disclose, in any fashion other than as required in the day to day affairs of Buyer, to any person or entity: (i) solicitations made to the public names of customers of Buyer or the industry generally through advertising Business, or electronic listing which are not specifically targeted at any such Restricted Person the names of other persons or entities having business dealings with Buyer or the Business, or (ii) any of the solicitation business methods or hiring confidential information of any Restricted Person who was not otherwise employed by the Buyer or the Business, including but not limited to its Affiliates customer lists, prospective customers, customers purchasing habits, customer contact personnel, marketing and servicing techniques, financial matters, sales and marketing systems and methods, marketing development and business expansion plans and projections, personnel training and development programs, customer and supplier relationships, and trade secrets. 9.3 Seller and the Gicks shall not, at any time within two (including any member of the Company Group 2) years after the Closing, without prior written consent of Buyer, which consent may be withheld for any reason or no reason, directly or indirectly induce, encourage or solicit or assist any person who was or is employed (whether as an employee or as an independent contractor) for six (6) months prior by the Business during the two years preceding the Closing, to such hiringleave the employ of the Business. (b) 9.4 The Seller covenants parties acknowledge and agrees thatagree that the restrictions contained herein, following including but not limited to the Closing Datetime period and geographical area restrictions, are fair and reasonable and necessary for the Seller shall notsuccessful operation of the Business, that violation of any of them would cause irreparable injury, and that the restrictions contained herein are not unreasonably restrictive of any party's ability to earn a living. If the scope of any restrictions in this Section is too broad to permit enforcement of such restriction to its fullest extent, then such restriction shall cause its Affiliates not to, disclosebe enforced to the maximum extent permitted by law, and all parties hereto consent and agree that such scope shall direct the Sponsors to, treat and hold as strictly confidential, all Company Group Confidential Informationbe modified judicially or by arbitration in any proceeding brought to enforce such restriction. The Seller covenants parties hereto acknowledge and agrees to take all reasonable steps (and to cause each agree that remedies at law for any breach or violation of its Affiliates to take all reasonable steps) to safeguard such Company Group Confidential Information and to protect it against disclosure. In the event that the Seller or its Affiliates is requested or required to disclose any Company Group Confidential Information, the Seller shall or shall cause such Person to notify the Buyer promptly of the request or requirement so that the Buyer may (at Buyer’s expense) seek an appropriate protective order or waive compliance with the provisions of this Section 7.27(b). If, in the absence of a protective order or the receipt of a waiver hereunder, the Seller or any of its Affiliates is compelled to disclose any Company Group Confidential Information to any Governmental Authority, such Person may disclose the Company Group Confidential Information to the Governmental Authority; provided, that the Seller shall or shall cause such Person to use such Person’s reasonable best efforts to obtain, at the request of the Buyer and at the Buyer’s sole cost and expense, an order or other assurance that confidential treatment shall would alone be accorded to such portion of the Company Group Confidential Information required to be disclosed as the Buyer shall designate. Notwithstanding the foregoing, the provisions of this Section 7.27(b) shall not apply to (a) any items of Company Group Confidential Information which are or which become part of the public domain other than as a direct or indirect result of disclosure in breach of this Agreement by the Seller or any of its Affiliates or any Sponsor; (b) any items of Company Group Confidential Information which the Seller or the Sponsors can reasonably demonstrate were independently developed by the Seller or its Affiliates without breaching any of their obligations under this Agreement or applicable Law; (c) any items of Company Group Confidential Information which the Seller or any of its Affiliates (including the Sponsors) lawfully receives on a non-confidential basis in good faith from a third party (other than Representatives of the Company Group) which is not, to the knowledge of the Seller or the applicable Sponsor, under any contractual obligation of confidentiality, or any other legal or fiduciary obligation of confidentiality, with respect to such Company Group Confidential Information; or (d) any items of the Company Group Confidential Information approved for release by written authorization of the Buyer. Notwithstanding the foregoing or anything in this Agreement to the contrary, the Buyer acknowledges that (i) the Seller and its Affiliatesinadequate, and their respective investment funds agree and accounts (collectively, the “KPS Funds”) consent that temporary and their respective employees and other representatives (collectively, the “KPS Group”) are engaged in the business of making investments in a variety of companies at various stages of development (the “Investment Business”), (ii) in the course of carrying on the Investment Business, members of the KPS Group receive and review confidential and proprietary information from many sources, invest in many companies, and mentor, advise and otherwise interact with (including by providing individuals to serve on the boards of) investee/portfolio companies, any of which permanent injunctive relief may be competitive with or otherwise adverse to the Company Group and (iii) it is not the intention of the Parties that this Agreement interfere with the ability of the KPS Group to carry on the Investment Business, including the investment in entities competitive with the Buyer or the Company or its Subsidiaries; provided, that, in each case, no Company Group Confidential Information is used or disclosed in connection therewith in breach of this Agreement. The Buyer further acknowledges that certain information relating to the Company Group and their industries gained from access to the Company Group Confidential Information may not be capable of being separated from the KPS Group’s overall knowledge; therefore, provided that neither the KPS Funds nor their respective employees or other representatives disclose any Company Group Confidential Information in violation of this Agreement, the KPS Group will not be deemed to have violated this Agreement solely to the extent Residual Information is used internally in the ordinary course by the KPS Group granted in connection with such violations, without the Investment Business. For purposes necessity of this Agreement, “Residual Information” means any information that is retained in the unaided memories proof of individuals associated with the KPS Group without specific or intentional reference to written or electronic information; provided, that such individuals’ access to the Company Group Confidential Information was not in breach of this Agreement. For purposes hereunder, memory is unaided if (x) such party did not intentionally memorize or otherwise mentally retain for reference the Residual Information for the purpose of retaining it and later using it or disclosing it to a third partyactual damage, and (y) such remedies shall be in addition to other remedies and rights the parties may have at the time of such later use such law or in equity. The parties agree that no party was not consciously aware (shall be required to give notice or should reasonably have been aware) that such party was using the Residual Information. In post any bond in connection with applying for or obtaining any such injunctive relief. 9.5 The parties acknowledge and agree that the Investment Business, the KPS Funds make investments covenants in companies in the ordinary course this Section shall be construed as an agreement independent of business and, as a result of such investments, such companies may be deemed to be affiliated or associated with the Restricted Party or the KPS Funds. In addition, certain persons that may be deemed to be affiliated with the Restricted Party or the KPS Funds represent large institutions which the Restricted Party does not control. So long as the KPS Funds do not make any Company Group Confidential Information available to such portfolio companies, individuals or entities, the terms of this Agreement shall not apply to such portfolio companies, individuals or entities; provided, that for the avoidance of doubt, Company Group Confidential Information shall not be imputed to any portfolio companies solely by virtue of the fact that a director, officer or employee of the KPS Funds or their respective representatives that serves as a director (or on any other governing body) of such portfolio company has knowledge of Company Group Confidential Information.any

Restrictive Covenants. (a) Commencing on Each Seller hereby acknowledges and agrees that: (i) such Seller is familiar with the Owned Proprietary Rights; (ii) the Company would be irreparably damaged if any Seller were to provide services to any Person competing with the Company or engaged in the Business or a similar business and that such competition by any Seller would result in a significant loss of goodwill by the Company; (iii) the covenants and agreements set forth in this Section 8.1 were a material inducement to Buyer’s entrance into this Agreement and the Transaction Documents and to perform its obligations hereunder and thereunder; (iv) Buyer would not obtain the benefit of the bargain set forth in this Agreement and the Transaction Documents as specifically negotiated by the Parties if any Seller breached the provisions of this Section 8.1; (v) the Sellers’ services have been and are of special, unique and extraordinary value to the Company; and (vi) the Sellers are founders of the Company and have been substantially responsible for the growth and development of the Company and the creation and preservation of the Company’s goodwill. Therefore, in further consideration of the Purchase Price payable hereunder (from which the Sellers shall derive substantial direct and indirect benefit), and for a period other good and valuable consideration, the receipt and sufficiency of eighteen which is hereby acknowledged, each Seller hereby covenants and agrees as follows: (18i) months following From and after the Closing Date until the fifth (5th) anniversary of the Closing (the “Restricted Noncompete Period”), the each Seller shall not, and shall cause its his Affiliates (excluding the Company) not to, within North America and any geographic locale, anywhere in the world, where the Company has any operations, customers or clients as of the Closing, directly or indirectly, solicit for employmentown any interest in, offer to hiremanage, hire control, participate in (whether as an officer, manager, employee, partner, agent, representative or enter into otherwise), consult with or render services for, any employment agreement or similar arrangement with any of enterprise engaged in the Company Group’s senior executive employees as of the date hereof and as of the Closing (each, a “Restricted Person”)Business; provided, that nothing herein shall prohibit (A) any Seller or his Affiliates from being a passive owner of not more than one percent (1%) of the outstanding stock of any class of a corporation which is publicly traded so long as none of such prohibition shall not apply to Persons has any active participation in the business of such corporation or (iB) solicitations made to any Seller from owning or operating any of the public or the industry generally through advertising or electronic listing which are not specifically targeted at any such Restricted Person or businesses set forth on Schedule 8.1(a)(i). (ii) During the solicitation or hiring of any Restricted Person who was not otherwise employed by the Buyer or its Affiliates (including any member of the Company Group after the Closing) for six (6) months prior to such hiring. (b) The Seller covenants and agrees thatNoncompete Period, following the Closing Date, the each Seller shall not, and shall cause its each of his Affiliates (excluding the Company) not to, disclosedirectly, or indirectly through another Person, (A) induce or attempt to induce any employee of the Company or independent contractor of the Company that performed services for the Company at any time during the twelve (12) month period prior to the Closing to leave the employ or services of the Company, or (other than on behalf of the Company in a capacity as an employee or officer of the Company) in any way interfere with the relationship between the Company and any employee or such independent contractor thereof, (B) hire any person who was an employee of the Company or independent contractor of the Company that performed services for the Company at any time during the twelve (12) month period prior to the Closing, in each case that at any time during the twelve (12) month period immediately prior to the date on which such hiring would take place (it being conclusively presumed by the Parties so as to avoid any disputes under this Section 8.1(a)(ii) that any such hiring within such twelve (12) month period is in violation of this Section 8.1(a)(ii)), other than the independent contractors set forth on Schedule 8.1(a)(ii) or (C) call on, solicit or service any independent contractor that performed services for the Company at any time during the twelve (12) month period prior to the Closing, client or customer or prospective client or prospective customer of the Company as of the date hereof in order to induce or attempt to induce such Person to cease doing business with or materially reduce its services with the Company, or in any way interfere with the relationship between any such client or customer (including making any defamatory statements about the Company). (b) During the Noncompete Period, each Seller shall not, and shall direct cause his Affiliates (excluding the Sponsors Company) not to, treat and hold as strictly confidentialat any time disclose or use any Confidential Information of which such Seller is or becomes aware, all whether or not such information was or is developed by such Seller, except to the extent that such disclosure or use is related to (1) such Seller’s continued relationship with the Company Group Confidential Informationafter Closing or (2) investigation or enforcement of rights under this Agreement or any Transaction Document. The Each Seller covenants and agrees to shall take all reasonable appropriate steps (and to cause each of its Affiliates to take all reasonable steps) to safeguard such Company Group Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft. In The foregoing shall not, however, prohibit disclosure by any Person of Confidential Information that (i) has been published in a form generally available to the event that public other than as a result of such Seller’s acts or omissions to act prior to the date such Person proposes to disclose such information or (ii) is required to be disclosed pursuant to any applicable Law or court Order. Information shall not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published in combination. If a Seller or its Affiliates is requested or required (by oral question or request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demand, or similar process) to disclose any Company Group Confidential Information, the such Seller shall or shall cause such Person to the extent permitted by law notify the Buyer promptly of the request or requirement so that the Buyer may (at Buyer’s expense) seek an appropriate protective order or and/or waive compliance with the provisions of this Section 7.27(b8.1(b). If, in the absence of a protective order or the receipt of a waiver hereunder, a Seller is, on the Seller or any advice of its Affiliates is counsel, compelled to disclose any Company Group Confidential Information to any Governmental AuthorityInformation, such Person seller may disclose the Company Group Confidential Information to the Governmental Authority; provided, provided that the such disclosing Seller shall or shall cause such Person to use such Person’s its commercially reasonable best efforts to obtain, at the request of the Buyer and at the Buyer’s sole cost and expense, obtain an order or other assurance that confidential treatment shall be accorded to such portion of the Company Group Confidential Information required to be disclosed as disclosed. Nothing in this Section 8.1(b) shall limit Sellers’ ability to file a charge or complaint with the Buyer shall designate. Notwithstanding the foregoingEqual Employment Opportunity Commission, the provisions of National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other Governmental Entity, nor does this Section 7.27(b8.1(b) shall limit Sellers’ ability to communicate with any Governmental Entity or otherwise participate in any investigation or proceeding that may be conducted by any Governmental Entity, including providing documents or other information, without notice to Buyer. Further, Sellers are hereby notified that under the Defend Trade Secrets Act: (i) no individual will be held criminally or civilly liable under federal or state trade secret Law for disclosure of a trade secret (as defined in the Economic Espionage Act) that is: (A) made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and made solely for the purpose of reporting or investigating a suspected violation of Law; or (B) made in a complaint or other document filed in a lawsuit or other Proceeding, if such filing is made under seal so that it is not apply to made public; and (aii) any items of Company Group Confidential Information which are or which become part an individual who pursues a lawsuit for retaliation by an employer for reporting a suspected violation of the public domain other than Law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal, and does not disclose the trade secret, except as permitted by court order. (c) If, at the time of enforcement of the covenants contained in this Section 8.1 (the “Restrictive Covenants”), a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the Parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed and directed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Each Seller has consulted with legal counsel regarding the Restrictive Covenants and based on such consultation has determined and hereby acknowledges that the Restrictive Covenants are reasonable in terms of duration, scope and area restrictions and are necessary to protect the goodwill of the Company’s business and the substantial investment in the Company made by Buyer under this Agreement and the Transaction Documents and the nature of the Company’s business is such that it is not conducted with respect to geographical boundaries. Each Seller further acknowledges and agrees that the Restrictive Covenants are being entered into by such Person in connection with the direct or indirect result sale by such Person of disclosure in breach the goodwill of the Company’s business pursuant to this Agreement by the Seller and not directly or indirectly in connection with any of its Affiliates Seller’s employment or any Sponsor; (b) any items of Company Group Confidential Information which the Seller or the Sponsors can reasonably demonstrate were independently developed by the Seller or its Affiliates without breaching any of their obligations under this Agreement or applicable Law; (c) any items of Company Group Confidential Information which the Seller other relationship with Buyer or any of its Affiliates (including after Closing the SponsorsCompany). (d) lawfully receives on a non-confidential basis in good faith from a third party (other than Representatives If any Seller breaches or violates any of the Restrictive Covenants, (i) the Company Group) which is not, and Buyer shall have the right and remedy to have the Restrictive Covenants specifically enforced by any court of competent jurisdiction (it being agreed that any breach or threatened breach of the Restrictive Covenants would cause irreparable injury to the knowledge Company and Buyer and that money damages would not provide an adequate remedy to the Company and Buyer); and (ii) the time period of the Seller or the applicable Sponsor, under any contractual obligation of confidentiality, or any other legal or fiduciary obligation of confidentiality, such covenant with respect to such Company Group Confidential Information; Person shall be tolled until such breach or (d) any items of the Company Group Confidential Information approved for release by written authorization of the Buyer. Notwithstanding the foregoing or anything in this Agreement to the contrary, the Buyer acknowledges that (i) the Seller and its Affiliates, and their respective investment funds and accounts (collectively, the “KPS Funds”) and their respective employees and other representatives (collectively, the “KPS Group”) are engaged in the business of making investments in a variety of companies at various stages of development (the “Investment Business”), (ii) in the course of carrying on the Investment Business, members of the KPS Group receive and review confidential and proprietary information from many sources, invest in many companies, and mentor, advise and otherwise interact with (including by providing individuals to serve on the boards of) investee/portfolio companies, any of which may be competitive with or otherwise adverse to the Company Group and (iii) it violation is not the intention of the Parties that this Agreement interfere with the ability of the KPS Group to carry on the Investment Business, including the investment in entities competitive with the Buyer or the Company or its Subsidiaries; provided, that, in each case, no Company Group Confidential Information is used or disclosed in connection therewith in breach of this Agreement. The Buyer further acknowledges that certain information relating to the Company Group and their industries gained from access to the Company Group Confidential Information may not be capable of being separated from the KPS Group’s overall knowledge; therefore, provided that neither the KPS Funds nor their respective employees or other representatives disclose any Company Group Confidential Information in violation of this Agreement, the KPS Group will not be deemed to have violated this Agreement solely to the extent Residual Information is used internally in the ordinary course by the KPS Group in connection with the Investment Business. For purposes of this Agreement, “Residual Information” means any information that is retained in the unaided memories of individuals associated with the KPS Group without specific or intentional reference to written or electronic information; provided, that such individuals’ access to the Company Group Confidential Information was not in breach of this Agreement. For purposes hereunder, memory is unaided if (x) such party did not intentionally memorize or otherwise mentally retain for reference the Residual Information for the purpose of retaining it and later using it or disclosing it to a third party, and (y) at the time of such later use such party was not consciously aware (or should reasonably have been aware) that such party was using the Residual Information. In connection with the Investment Business, the KPS Funds make investments in companies in the ordinary course of business and, as a result of such investments, such companies may be deemed to be affiliated or associated with the Restricted Party or the KPS Funds. In addition, certain persons that may be deemed to be affiliated with the Restricted Party or the KPS Funds represent large institutions which the Restricted Party does not control. So long as the KPS Funds do not make any Company Group Confidential Information available to such portfolio companies, individuals or entities, the terms of this Agreement shall not apply to such portfolio companies, individuals or entities; provided, that for the avoidance of doubt, Company Group Confidential Information shall not be imputed to any portfolio companies solely by virtue of the fact that a director, officer or employee of the KPS Funds or their respective representatives that serves as a director (or on any other governing body) of such portfolio company has knowledge of Company Group Confidential Informationresolved.

Restrictive Covenants. (a) Commencing on and for If, in any judicial proceedings, a period of eighteen (18) months following the Closing Date (the “Restricted Period”), the Seller court shall not, and shall cause its Affiliates not to, directly or indirectly, solicit for employment, offer refuse to hire, hire or enter into any employment agreement or similar arrangement with enforce any of the covenants included in Paragraphs 10, 11, or 12 hereof, then such unenforceable covenant shall be amended to relate to such lesser period or geographical area as shall be enforceable. In the event the Company Group’s senior executive employees as should bring any legal action or other proceeding against Executive for enforcement of this Agreement, the calculation of the date hereof and as of the Closing (eachNoncompete Period, a “Restricted Person”); providedif any, that such prohibition shall not apply include the period of time commencing with the filing of legal action or other proceeding to (i) solicitations made to enforce this Agreement through the public date of final judgment or the industry generally through advertising final resolution including all appeals, if any, of such legal action or electronic listing which are not specifically targeted at any such Restricted Person or (ii) the solicitation or hiring of any Restricted Person who was not otherwise employed by the Buyer or its Affiliates (including any member of other proceeding unless the Company Group after is receiving the Closing) for six (6) months prior to practical benefits of Paragraphs 10, 11 and 12 during such hiringtime. (b) The Seller covenants and agrees that, following the Closing Date, the Seller shall not, and shall cause its Affiliates not to, disclose, and shall direct the Sponsors to, treat and hold as strictly confidential, all Company Group Confidential Information. The Seller covenants and agrees to take all reasonable steps (and to cause each of its Affiliates to take all reasonable steps) to safeguard such Company Group Confidential Information and to protect it against disclosure. In the event Executive hereby acknowledges that the Seller or its Affiliates is requested or required to disclose any Company Group Confidential Information, the Seller shall or shall cause such Person to notify the Buyer promptly of the request or requirement so that the Buyer may (at Buyer’s expense) seek an appropriate protective order or waive compliance with the provisions of this Section 7.27(b). If, in the absence of a protective order or the receipt of a waiver hereunder, the Seller or any of its Affiliates is compelled to disclose any Company Group Confidential Information to any Governmental Authority, such Person may disclose the Company Group Confidential Information to the Governmental Authority; provided, that the Seller shall or shall cause such Person to use such Person’s reasonable best efforts to obtain, at the request of the Buyer and at the Buyer’s sole cost and expense, an order or other assurance that confidential treatment shall be accorded to such portion of the Company Group Confidential Information required to be disclosed restrictions on his activity as the Buyer shall designate. Notwithstanding the foregoing, the provisions of this Section 7.27(b) shall not apply to (a) any items of Company Group Confidential Information which are or which become part of the public domain other than as a direct or indirect result of disclosure in breach of this Agreement by the Seller or any of its Affiliates or any Sponsor; (b) any items of Company Group Confidential Information which the Seller or the Sponsors can reasonably demonstrate were independently developed by the Seller or its Affiliates without breaching any of their obligations under this Agreement or applicable Law; (c) any items of Company Group Confidential Information which the Seller or any of its Affiliates (including the Sponsors) lawfully receives on a non-confidential basis in good faith from a third party (other than Representatives of the Company Group) which is not, to the knowledge of the Seller or the applicable Sponsor, under any contractual obligation of confidentiality, or any other legal or fiduciary obligation of confidentiality, with respect to such Company Group Confidential Information; or (d) any items of the Company Group Confidential Information approved for release by written authorization of the Buyer. Notwithstanding the foregoing or anything contained in this Agreement to are required for the contrary, the Buyer acknowledges that (i) the Seller Company's reasonable protection and its Affiliates, and their respective investment funds and accounts (collectively, the “KPS Funds”) and their respective employees and other representatives (collectively, the “KPS Group”) are engaged in the business of making investments in is a variety of companies at various stages of development (the “Investment Business”), (ii) in the course of carrying on the Investment Business, members of the KPS Group receive and review confidential and proprietary information from many sources, invest in many companies, and mentor, advise and otherwise interact with (including by providing individuals to serve on the boards of) investee/portfolio companies, any of which may be competitive with or otherwise adverse material inducement to the Company Group and (iii) it is not the intention of the Parties that this Agreement interfere with the ability of the KPS Group to carry on the Investment Business, including the investment in entities competitive with the Buyer or the Company or its Subsidiaries; provided, that, in each case, no Company Group Confidential Information is used or disclosed in connection therewith in breach of enter into this Agreement. The Buyer further acknowledges Executive hereby agrees that certain information relating to in the Company Group and their industries gained from access to event of the Company Group Confidential Information may not be capable violation by him of being separated from any of the KPS Group’s overall knowledge; therefore, provided that neither the KPS Funds nor their respective employees or other representatives disclose any Company Group Confidential Information in violation provisions of this Agreement, the KPS Group Company will not be deemed entitled to have violated institute and prosecute proceedings at law or in equity to obtain damages with respect to such violation or to enforce the specific performance of this Agreement solely by Executive or to enjoin Executive from engaging in any activity in violation hereof. The prevailing party in any litigation brought to enforce the extent Residual Information is used internally restrictive provisions contained in this Agreement shall be entitled to reimbursement from the ordinary course by the KPS Group nonprevailing party for reasonable attorneys' fees and expenses incurred in connection with such litigation. (c) Notwithstanding anything to the Investment Business. For purposes of this Agreementcontrary contained herein, “Residual Information” means any information that is retained in the unaided memories of individuals associated with the KPS Group without specific event that Executive engages in any material conduct prohibited by Paragraphs 10, 11, or intentional reference to written or electronic information; provided12 hereof for any reason whatsoever, that such individuals’ access to the Company Group Confidential Information was not in breach of this Agreement. For purposes hereunder, memory is unaided if (x) such party did not intentionally memorize or otherwise mentally retain for reference the Residual Information for the purpose of retaining it and later using it or disclosing it to a third party, and (y) at the time of such later use such party was not consciously aware (or should reasonably have been aware) that such party was using the Residual Information. In connection with the Investment Business, the KPS Funds make investments in companies in the ordinary course of business and, as a result of such investments, such companies may be deemed to be affiliated or associated with the Restricted Party or the KPS Funds. In addition, certain persons that may be deemed to be affiliated with the Restricted Party or the KPS Funds represent large institutions which the Restricted Party does not control. So long as the KPS Funds do not make any Company Group Confidential Information available to such portfolio companies, individuals or entities, the terms of this Agreement Executive shall not apply to such portfolio companies, individuals or entities; provided, that for the avoidance of doubt, Company Group Confidential Information shall not be imputed to receive any portfolio companies solely by virtue of the fact that a director, officer or employee of the KPS Funds or their respective representatives that serves as a director (or on any other governing body) of such portfolio company has knowledge of Company Group Confidential Informationseverance benefits he otherwise would be entitled to receive pursuant to Paragraph 9 hereof.

Restrictive Covenants. (a) Commencing Distributor covenants that, commencing on the Termination Date and for a period of ending on the eighteen (18) months following month anniversary of the Closing Termination Date (the “Restricted Noncompetition Period”), the Seller and provided that Misonix has made all payments due and owing under this Agreement on their respective due dates, Distributor shall not, in the Territory (as defined in the Distributor Agreement), engage in, or permit Distributor’s name to be used in connection with, (x) the development, selling, repair, servicing or testing new or used ultrasonic surgical aspiration equipment including consumable accessories used in conjunction therewith, and (y) performing training for the use, service, repair and maintenance for the equipment set forth in (x) above (collectively, the “Restricted Business”). (b) Distributor covenants that during the Noncompetition Period, and provided that Misonix has made all payments due and owing under this Agreement on their respective due dates, it will not (i) call on or solicit any person for purposes of business relating to the ultrasonic surgical aspiration business who or which is, at that time, or has been within one year prior thereto, a customer of Distributor ; or (ii) solicit the employment of or hire any person who at the time of such solicitation or hiring or who within one year prior thereto, is or was employed by, or a consultant of, Misonix on a full or part-time basis; provided, however, that the foregoing shall cause its Affiliates not toprohibit Distributor from soliciting any such individual solely pursuant to a general advertisement for employment. Misonix and F-S each covenants that during the Noncompetition Period, it will not solicit the employment of or hire any person who at the time of such solicitation or hiring or who within one year prior thereto, is or was employed by, or a consultant of, Distributor on a full or part-time basis; provided, however, that the foregoing shall not prohibit Misonix or F-S from soliciting any such individual solely pursuant to a general advertisement for employment. Distributor, Misonix and F-S each covenant that during the Noncompetition Period it will not make statements or representations, or otherwise communicate, directly or indirectly, solicit for employmentin writing, offer orally or otherwise, or take any action that may, directly or indirectly, disparage or be damaging to hire, hire the other parties or enter into any employment agreement or similar arrangement with any of the Company Group’s senior executive employees as of the date hereof and as of the Closing (eachtheir respective officers, a “Restricted Person”); provideddirectors, that such prohibition shall not apply to (i) solicitations made to the public employees, advisors, businesses, or the industry generally through advertising or electronic listing which are not specifically targeted at any such Restricted Person or (ii) the solicitation or hiring of any Restricted Person who was not otherwise employed by the Buyer or its Affiliates (including any member of the Company Group after the Closing) for six (6) months prior to such hiringreputation. (bc) The Seller covenants parties each acknowledge that the restrictions contained in this Section 13 are reasonable and necessary to protect the legitimate interests of the other parties and constitute a material inducement to the other parties to enter into this Termination Agreement and consummate the transactions contemplated by this Termination Agreement. The parties acknowledge that any violation of this Section 13 may result in irreparable injury to the other parties and agrees thatthat the affected party shall be entitled to seek preliminary and permanent injunctive relief as well as an equitable accounting of all earnings, following profits and other benefits arising from any violation of this Section 13, which rights shall be cumulative and in addition to any other rights or remedies to which such party may be entitled. Without limiting the Closing Dategenerality of the foregoing, the Seller Noncompetition Period shall not, and shall cause its Affiliates not to, disclose, and shall direct the Sponsors to, treat and hold as strictly confidential, all Company Group Confidential Information. The Seller covenants and agrees be extended for an additional period equal to take all reasonable steps (and to cause each any period during which a party is in breach of its Affiliates to take all reasonable stepsobligations under this Section 13. (d) to safeguard such Company Group Confidential Information and to protect it against disclosure. In the event that the Seller or its Affiliates is requested or required to disclose any Company Group Confidential Information, the Seller shall or shall cause such Person to notify the Buyer promptly of the request or requirement so that the Buyer may (at Buyer’s expense) seek an appropriate protective order or waive compliance with the provisions of covenant contained in this Section 7.27(b). If13 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in the absence of a protective order or the receipt of a waiver hereunder, the Seller or any of its Affiliates is compelled to disclose any Company Group Confidential Information to any Governmental Authority, such Person may disclose the Company Group Confidential Information jurisdiction to the Governmental Authority; providedmaximum time, that the Seller shall geographic, product or shall cause such Person to use such Person’s reasonable best efforts to obtain, at the request of the Buyer and at the Buyer’s sole cost and expense, an order service or other assurance that confidential treatment shall be accorded to such portion of the Company Group Confidential Information required to be disclosed as the Buyer shall designatelimitations permitted by applicable law. Notwithstanding the foregoing, the provisions of The covenants contained in this Section 7.27(b) 13 and each provision thereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not apply to (a) invalidate or render unenforceable the remaining covenants or provisions hereof, and any items of Company Group Confidential Information which are such invalidity or which become part of the public domain other than as a direct unenforceability in any jurisdiction shall not invalidate or indirect result of disclosure render unenforceable such covenant or provision in breach of this Agreement by the Seller or any of its Affiliates or any Sponsor; (b) any items of Company Group Confidential Information which the Seller or the Sponsors can reasonably demonstrate were independently developed by the Seller or its Affiliates without breaching any of their obligations under this Agreement or applicable Law; (c) any items of Company Group Confidential Information which the Seller or any of its Affiliates (including the Sponsors) lawfully receives on a non-confidential basis in good faith from a third party (other than Representatives of the Company Group) which is not, to the knowledge of the Seller or the applicable Sponsor, under any contractual obligation of confidentiality, or any other legal or fiduciary obligation of confidentiality, with respect to such Company Group Confidential Information; or (d) any items of the Company Group Confidential Information approved for release by written authorization of the Buyer. Notwithstanding the foregoing or anything in this Agreement to the contrary, the Buyer acknowledges that (i) the Seller and its Affiliates, and their respective investment funds and accounts (collectively, the “KPS Funds”) and their respective employees and other representatives (collectively, the “KPS Group”) are engaged in the business of making investments in a variety of companies at various stages of development (the “Investment Business”), (ii) in the course of carrying on the Investment Business, members of the KPS Group receive and review confidential and proprietary information from many sources, invest in many companies, and mentor, advise and otherwise interact with (including by providing individuals to serve on the boards of) investee/portfolio companies, any of which may be competitive with or otherwise adverse to the Company Group and (iii) it is not the intention of the Parties that this Agreement interfere with the ability of the KPS Group to carry on the Investment Business, including the investment in entities competitive with the Buyer or the Company or its Subsidiaries; provided, that, in each case, no Company Group Confidential Information is used or disclosed in connection therewith in breach of this Agreement. The Buyer further acknowledges that certain information relating to the Company Group and their industries gained from access to the Company Group Confidential Information may not be capable of being separated from the KPS Group’s overall knowledge; therefore, provided that neither the KPS Funds nor their respective employees or other representatives disclose any Company Group Confidential Information in violation of this Agreement, the KPS Group will not be deemed to have violated this Agreement solely to the extent Residual Information is used internally in the ordinary course by the KPS Group in connection with the Investment Business. For purposes of this Agreement, “Residual Information” means any information that is retained in the unaided memories of individuals associated with the KPS Group without specific or intentional reference to written or electronic information; provided, that such individuals’ access to the Company Group Confidential Information was not in breach of this Agreement. For purposes hereunder, memory is unaided if (x) such party did not intentionally memorize or otherwise mentally retain for reference the Residual Information for the purpose of retaining it and later using it or disclosing it to a third party, and (y) at the time of such later use such party was not consciously aware (or should reasonably have been aware) that such party was using the Residual Information. In connection with the Investment Business, the KPS Funds make investments in companies in the ordinary course of business and, as a result of such investments, such companies may be deemed to be affiliated or associated with the Restricted Party or the KPS Funds. In addition, certain persons that may be deemed to be affiliated with the Restricted Party or the KPS Funds represent large institutions which the Restricted Party does not control. So long as the KPS Funds do not make any Company Group Confidential Information available to such portfolio companies, individuals or entities, the terms of this Agreement shall not apply to such portfolio companies, individuals or entities; provided, that for the avoidance of doubt, Company Group Confidential Information shall not be imputed to any portfolio companies solely by virtue of the fact that a director, officer or employee of the KPS Funds or their respective representatives that serves as a director (or on any other governing body) of such portfolio company has knowledge of Company Group Confidential Informationjurisdiction.

Restrictive Covenants. (a) Commencing on Seller covenants and agrees that for a period of eighteen thirty-six (1836) months following the Closing Date (the “Restricted Period”), the that Seller shall not, and shall not permit any subsidiary or parent entity to: (i) solicit, encourage, cause, or attempt to cause a Material Customer or Material Supplier not to do business with or to reduce any part of its Affiliates business with Buyer;, or (ii) engage in any business using phase change composite materials in the construction of battery packs or systems utilizing lithium-ion battery cells. (b) Seller further covenants and agrees that during the Restricted Period, it shall not to, directly or indirectly, solicit for employment, offer to hire, (i) hire or enter into engage or attempt to hire or engage for employment or as an independent contractor any employment agreement Person hired by Buyer within ten (10) days of Closing, who was employed or similar arrangement with any of the Company Group’s senior executive employees as of the date hereof and as of the engaged by Seller at Closing (each, a “Restricted PersonProvider”); provided, that such prohibition shall not apply to (i) solicitations made to the public or the industry generally through advertising or electronic listing which are not specifically targeted at any such Restricted Person or (ii) the solicitation solicit or hiring of encourage any Restricted Person who was not otherwise employed by Provider to terminate his or her employment, consultant or contractor relationship with the Buyer or its Affiliates (including any member of the Company Group after the Closing) for six (6) months prior to such hiring.Buyer; (bc) The Seller covenants has carefully read and agrees that, following the Closing Date, the Seller shall not, and shall cause its Affiliates not to, disclose, and shall direct the Sponsors to, treat and hold as strictly confidential, all Company Group Confidential Information. The Seller covenants and agrees to take all reasonable steps (and to cause each of its Affiliates to take all reasonable steps) to safeguard such Company Group Confidential Information and to protect it against disclosure. In the event that the Seller or its Affiliates is requested or required to disclose any Company Group Confidential Information, the Seller shall or shall cause such Person to notify the Buyer promptly of the request or requirement so that the Buyer may (at Buyer’s expense) seek an appropriate protective order or waive compliance with considered the provisions of this Section 7.27(b). Ifand, in the absence of a protective order or the receipt of a waiver hereunderhaving done so, the Seller or any of its Affiliates is compelled to disclose any Company Group Confidential Information to any Governmental Authority, such Person may disclose the Company Group Confidential Information to the Governmental Authority; provided, agrees that the Seller shall or shall cause such Person to use such Person’s restrictions set forth herein are fair and reasonable best efforts to obtain, at given the request of the Buyer terms and at the Buyer’s sole cost and expense, an order or other assurance that confidential treatment shall be accorded to such portion of the Company Group Confidential Information required to be disclosed as the Buyer shall designate. Notwithstanding the foregoing, the provisions of this Section 7.27(b) shall not apply to (a) any items of Company Group Confidential Information which are or which become part of the public domain other than as a direct or indirect result of disclosure in breach of this Agreement by the Seller or any of its Affiliates or any Sponsor; (b) any items of Company Group Confidential Information which the Seller or the Sponsors can reasonably demonstrate were independently developed by the Seller or its Affiliates without breaching any of their obligations under this Agreement or applicable Law; (c) any items of Company Group Confidential Information which the Seller or any of its Affiliates (including the Sponsors) lawfully receives on a non-confidential basis in good faith from a third party (other than Representatives of the Company Group) which is not, to the knowledge of the Seller or the applicable Sponsor, under any contractual obligation of confidentiality, or any other legal or fiduciary obligation of confidentiality, with respect to such Company Group Confidential Information; or (d) any items of the Company Group Confidential Information approved for release by written authorization of the Buyer. Notwithstanding the foregoing or anything in this Agreement to the contrary, the Buyer acknowledges that (i) the Seller and its Affiliates, and their respective investment funds and accounts (collectively, the “KPS Funds”) and their respective employees and other representatives (collectively, the “KPS Group”) are engaged in the business of making investments in a variety of companies at various stages of development (the “Investment Business”), (ii) in the course of carrying on the Investment Business, members of the KPS Group receive and review confidential and proprietary information from many sources, invest in many companies, and mentor, advise and otherwise interact with (including by providing individuals to serve on the boards of) investee/portfolio companies, any of which may be competitive with or otherwise adverse to the Company Group and (iii) it is not the intention of the Parties that this Agreement interfere with the ability of the KPS Group to carry on the Investment Business, including the investment in entities competitive with the Buyer or the Company or its Subsidiaries; provided, that, in each case, no Company Group Confidential Information is used or disclosed in connection therewith in breach of this Agreement. The Buyer further acknowledges that certain information relating to the Company Group and their industries gained from access to the Company Group Confidential Information may not be capable of being separated from the KPS Group’s overall knowledge; therefore, provided that neither the KPS Funds nor their respective employees or other representatives disclose any Company Group Confidential Information in violation conditions of this Agreement, the KPS Group will not be deemed nature of Seller’s business, the area in which Seller markets its products and services, and the consideration being provided pursuant to have violated this Agreement solely to the extent Residual Information is used internally in the ordinary course by the KPS Group in connection with the Investment Business. For purposes of this Agreement, “Residual Information” means any information that is retained in the unaided memories of individuals associated with the KPS Group without specific or intentional reference to written or electronic information; provided, that such individuals’ access to the Company Group Confidential Information was not in breach of this Agreement. For purposes hereunder, memory is unaided if (x) such party did not intentionally memorize or otherwise mentally retain for reference the Residual Information for the purpose of retaining it and later using it or disclosing it to a third party, and (y) at the time of such later use such party was not consciously aware (or should reasonably have been aware) that such party was using the Residual Information. In connection with the Investment Business, the KPS Funds make investments in companies in the ordinary course of business and, as a result of such investments, such companies may be deemed to be affiliated or associated with the Restricted Party or the KPS Funds. In addition, certain persons Seller specifically agrees that may be deemed to be affiliated with the length, scope and definitions used in the covenants set forth in this Section are fair and reasonable. Seller further agrees that the restrictions set forth in this Section are reasonably required for the protection of the legitimate business interests of the Buyer. (d) Seller acknowledges and agrees that its breach of any of the covenants in this Section during the Restricted Party Period shall result in irreparable damage and continuing injury to the Buyer. Therefore, in the event of any breach or the KPS Funds represent large institutions which threatened breach of such covenants during the Restricted Party does not controlPeriod, Seller agrees that the Buyer shall be entitled to seek an injunction from any court of competent jurisdiction enjoining such Person from committing any violation or threatened violation of those covenants. So long as the KPS Funds do not make any Company Group Confidential Information All remedies available to such portfolio companies, individuals or entities, the terms Buyer by reason of a breach by the Seller of the provisions of this Agreement shall not apply to such portfolio companiesare cumulative, individuals none is exclusive and all remedies may be exercised concurrently or entities; provided, that for consecutively at the avoidance of doubt, Company Group Confidential Information shall not be imputed to any portfolio companies solely by virtue option of the fact that Buyer. In the event of litigation involving this Section, the non-prevailing party shall reimburse the prevailing party for all costs and expenses, including reasonable attorneys’ fees and expenses, incurred in connection with any such litigation, including any appeal. The existence of any claim or cause of action by a directorSeller against the Buyer, officer whether predicated on this Agreement or employee otherwise, will not constitute a defense to the enforcement by the Buyer of the KPS Funds or their respective representatives provisions of this Section, which Section will be enforceable notwithstanding the existence of any breach by Buyer. (e) Seller agrees that serves as the covenants in this Section are necessary in terms of time and activity to protect the Buyer’s interest in the assets being acquired pursuant to this Agreement and impose a director (or reasonable restraint in light of the activities and businesses of the Seller on any other governing body) of such portfolio company has knowledge of Company Group Confidential Informationthe Closing Date.

Restrictive Covenants. (a) Commencing on Executive acknowledges and for a period agrees that the restrictive covenants and other post-service obligations set forth in the RCA, including without limitation Executive’s obligations relating to confidentiality, non-use and non-disclosure of eighteen Confidential Information (18) months following as defined in the Closing Date (the “Restricted Period”RCA), the Seller shall notnon-solicitation, cooperation, and return of property, are hereby incorporated by reference and shall cause its Affiliates not toremain in full force and effect pursuant to their terms to the maximum extent permitted by applicable law, directly or indirectlyexcept that the parties expressly agree to modify the RCA, solicit for employment, offer to hire, hire or enter into any employment agreement or similar arrangement with any of the Company Group’s senior executive employees effective as of the effective date hereof and as of the Closing (eachBring-Down Release, a “Restricted Person”); provided, that such prohibition shall not apply to (iby removing Section 6(a) solicitations made to the public or the industry generally through advertising or electronic listing which are not specifically targeted at any such Restricted Person or (ii) the solicitation or hiring of any Restricted Person who was not otherwise employed by the Buyer or its Affiliates (including any member of the Company Group after RCA, which shall be of no further force or effect upon the Closing) for six (6) months prior to such hiringeffective date of the Bring-Down Release. Executive represents and warrants that Executive has complied with all provisions of the RCA at all times through the Effective Date. (b) The Seller covenants In consideration for the severance payments and benefits set forth in Section 2 of this Agreement, Executive agrees thatfor a period of 12 months after the effective date of the Bring-Down Release (the “Noncompetition Restricted Period”) to not directly or indirectly, following on Executive’s own behalf or for the Closing Datebenefit of any other individual or entity: (i) operate, conduct, engage in, or own (except as a holder of not more than three percent (3%) of the Seller shall notstock of a publicly held company), and shall cause or prepare to operate, conduct, engage in, or own any business that develops, markets, distributes, plans, sells or otherwise provides, or is preparing to develop, market, distribute, plan, sell or otherwise provide, any product or service that is in competition with any of the products or services related to chronic refractory gout being developed, marketed, distributed, planned, sold or otherwise provided by the Company or its Affiliates not affiliates at the time of, or during the 12 months preceding, Executive’s separation from the Company (a “Competing Business”) or (ii) participate in, render services to, discloseor assist any individual or entity that engages in a Competing Business in any capacity (whether as an employee, and shall direct manager, consultant, director, officer, contractor, or otherwise) (A) which involve the Sponsors to, treat and hold as strictly confidential, all same or similar types of services Executive performed for the Company Group Confidential Information. The Seller covenants and agrees at any time during the last two years of Executive’s employment with the Company or (B) in which Executive could reasonably be expected to take all reasonable steps (and to cause each of its Affiliates to take all reasonable steps) to safeguard such Company Group Confidential Information and to protect it against disclosure. In the event that the Seller use or its Affiliates is requested or required to disclose any Company Group Confidential Information, in each case (i) and (ii) limited to each city, county, state, territory and country in which (x) Executive provided services or had a material presence or influence at any time during Executive’s last two years of employment with the Seller shall Company or shall cause such Person (y) the Company is engaged in or has plans to notify engage in the Buyer promptly Competing Business as of the request Separation Date. Without limiting the Company’s ability to seek other remedies available in law or requirement equity, if Executive violates this Section 4(b), the Noncompetition Restricted Period shall be extended by one day for each day that Executive is in violation of such provisions, up to a maximum extension equal to the length of the Noncompetition Restricted Period, so that as to give the Buyer may Company the full benefit of the bargained-for length of forbearance. (at Buyerc) Executive’s expense) seek an appropriate protective order or waive continued compliance with the provisions of this Section 7.27(b). If, in the absence of a protective order or the receipt of a waiver hereunder, the Seller or any of its Affiliates is compelled to disclose any Company Group Confidential Information to any Governmental Authority, such Person may disclose the Company Group Confidential Information to the Governmental Authority; provided, that the Seller shall or shall cause such Person to use such Person’s reasonable best efforts to obtain, at the request terms of the Buyer RCA (as modified in Section 4(a) above) and at the Buyer’s sole cost and expense, an order or other assurance that confidential treatment shall be accorded to such portion of the Company Group Confidential Information required to be disclosed as the Buyer shall designate. Notwithstanding the foregoing, the provisions of this noncompetition obligations set forth in Section 7.27(b4(b) shall not apply to (a) any items of Company Group Confidential Information which are or which become part of the public domain other than as a direct or indirect result of disclosure in breach of this Agreement by the Seller or any of its Affiliates or any Sponsor; (b) any items of Company Group Confidential Information which the Seller or the Sponsors can reasonably demonstrate were independently developed by the Seller or its Affiliates without breaching any of their obligations under this Agreement or applicable Law; (c) any items of Company Group Confidential Information which the Seller or any of its Affiliates (including the Sponsors) lawfully receives on a non-confidential basis in good faith from a third party (other than Representatives of the Company Group) which is not, to the knowledge of the Seller or the applicable Sponsor, under any contractual obligation of confidentiality, or any other legal or fiduciary obligation of confidentiality, with respect to such Company Group Confidential Information; or (d) any items of the Company Group Confidential Information approved for release by written authorization of the Buyer. Notwithstanding the foregoing or anything in this Agreement to the contrary, the Buyer acknowledges that (i) the Seller and its Affiliates, and their respective investment funds and accounts above (collectively, the “KPS FundsRestrictive Covenants”) and their respective employees and other representatives (collectively, the “KPS Group”) are engaged in the business of making investments in is a variety of companies at various stages of development (the “Investment Business”), (ii) in the course of carrying on the Investment Business, members material condition to receipt of the KPS Group receive severance payments and review confidential and proprietary information from many sources, invest benefits set forth in many companies, and mentor, advise and otherwise interact with (including by providing individuals to serve on the boards of) investee/portfolio companies, any of which may be competitive with or otherwise adverse to the Company Group and (iii) it is not the intention of the Parties that this Agreement interfere with the ability of the KPS Group to carry on the Investment Business, including the investment in entities competitive with the Buyer or the Company or its Subsidiaries; provided, that, in each case, no Company Group Confidential Information is used or disclosed in connection therewith in breach Section 2 of this Agreement. The Buyer further acknowledges that certain information relating In the event Executive breaches any part of such Restrictive Covenants, then, in addition to any remedies and enforcement mechanisms set forth in the RCA and this Agreement and any other remedies available to the Company Group (including equitable and their industries gained from access injunctive remedies), Executive shall forfeit any additional consideration owing and shall be obligated to promptly return to the Company Group Confidential Information may not (within two (2) business days of any breach) the full gross amount of all severance payments and benefits provided. (d) If any provision of the Restrictive Covenants shall be capable determined to be unenforceable by any court of being separated from competent jurisdiction or arbitrator by reason of its extending for too great a period of time or over too large a geographic area or over too great a range of activities, it shall be interpreted to extend only over the KPS Group’s overall knowledge; thereforemaximum period of time, provided that neither the KPS Funds nor their respective employees geographic area or other representatives disclose any Company Group Confidential Information in violation range of this Agreement, the KPS Group will not be deemed activities as to have violated this Agreement solely to the extent Residual Information is used internally in the ordinary course by the KPS Group in connection with the Investment Business. For purposes of this Agreement, “Residual Information” means any information that is retained in the unaided memories of individuals associated with the KPS Group without specific or intentional reference to written or electronic information; provided, that such individuals’ access to the Company Group Confidential Information was not in breach of this Agreement. For purposes hereunder, memory is unaided if (x) such party did not intentionally memorize or otherwise mentally retain for reference the Residual Information for the purpose of retaining which it and later using it or disclosing it to a third party, and (y) at the time of such later use such party was not consciously aware (or should reasonably have been aware) that such party was using the Residual Information. In connection with the Investment Business, the KPS Funds make investments in companies in the ordinary course of business and, as a result of such investments, such companies may be deemed to be affiliated or associated with the Restricted Party or the KPS Funds. In addition, certain persons that may be deemed to be affiliated with the Restricted Party or the KPS Funds represent large institutions which the Restricted Party does not control. So long as the KPS Funds do not make any Company Group Confidential Information available to such portfolio companies, individuals or entities, the terms of this Agreement shall not apply to such portfolio companies, individuals or entities; provided, that for the avoidance of doubt, Company Group Confidential Information shall not be imputed to any portfolio companies solely by virtue of the fact that a director, officer or employee of the KPS Funds or their respective representatives that serves as a director (or on any other governing body) of such portfolio company has knowledge of Company Group Confidential Informationenforceable.

Restrictive Covenants. (a) Commencing on For and in consideration of the purchase by Buyer of the Assets and the assumption of the Assumed Liabilities and the other agreements and covenants contained in this Agreement, none of Seller or any of its affiliates shall, directly or indirectly: (i) from the date hereof and for a period of eighteen three (183) months following the Closing Date (the “Restricted Period”), the Seller shall not, and shall cause its Affiliates not to, directly or indirectly, solicit for employment, offer to hire, hire or enter into any employment agreement or similar arrangement with any of the Company Group’s senior executive employees as of the date hereof and as of the Closing (each, a “Restricted Person”); provided, that such prohibition shall not apply to (i) solicitations made to the public or the industry generally through advertising or electronic listing which are not specifically targeted at any such Restricted Person or (ii) the solicitation or hiring of any Restricted Person who was not otherwise employed by the Buyer or its Affiliates (including any member of the Company Group after the Closing) for six (6) months prior to such hiring. (b) The Seller covenants and agrees that, years following the Closing Date, except for the Seller shall not, and shall cause its Affiliates not to, disclose, and shall direct the Sponsors to, treat and hold as strictly confidential, all Company Group Confidential Information. The Seller covenants and agrees to take all reasonable steps (and to cause each of its Affiliates to take all reasonable steps) to safeguard such Company Group Confidential Information and to protect it against disclosure. In the event that the Seller or its Affiliates is requested or required to disclose any Company Group Confidential Information, the Seller shall or shall cause such Person to notify the Buyer promptly operation of the request or requirement so that the Buyer may (at Buyer’s expense) seek an appropriate protective order or waive compliance with the provisions of this Section 7.27(b). If, in the absence of a protective order or the receipt of a waiver hereunder, the Seller or any of its Affiliates is compelled to disclose any Company Group Confidential Information to any Governmental Authority, such Person may disclose the Company Group Confidential Information Branch prior to the Governmental Authority; providedClosing Date, that open, establish, acquire, engage in, operate, manage, own, or control any Competitive Business; (ii) for a period of three (3) years following the Seller shall or shall cause such Person to use such Person’s reasonable best efforts to obtainClosing Date, at the request (A) solicit in any manner any current customers of the Buyer and at the Buyer’s sole cost and expense, an order or other assurance that confidential treatment shall be accorded to such portion Branch whose banking business with Seller as of the Company Group Confidential Information required Closing Date is completely transferred to be disclosed as the Buyer shall designate. Notwithstanding the foregoing, the provisions of this Section 7.27(b) shall not apply to (a) any items of Company Group Confidential Information which are or which become part meaning all banking relationships of the public domain other than as a direct or indirect result of disclosure in breach customer with Seller are transferred to Purchaser) pursuant to the terms of this Agreement (the “Transferred Customers”) for the provision of banking services offered by the Seller or any of its Affiliates or any Sponsor; (b) any items of Company Group Confidential Information which the Seller or the Sponsors can reasonably demonstrate were independently developed competitive with services offered by the Seller or its Affiliates without breaching any of their obligations under this Agreement or applicable Law; (c) any items of Company Group Confidential Information which the Seller or any of its Affiliates (including the Sponsors) lawfully receives on a non-confidential basis in good faith from a third party (other than Representatives of the Company Group) which is not, to the knowledge of the Seller or the applicable Sponsor, under any contractual obligation of confidentialityPurchaser, or (B) use the customer lists from the Branch for any other legal or fiduciary obligation of confidentiality, with respect to such Company Group Confidential Information; or (d) any items of the Company Group Confidential Information approved for release by written authorization of the Buyerpurpose. Notwithstanding the foregoing or anything in this Agreement to the contrary, the following shall not be considered activities prohibited by or a breach of this Section 5.09(a)(ii): (x) solicitations of customers who remain customers of Seller following the Closing by reason of another deposit, loan, trust, credit card, debit card, or other relationship maintained by the customer at an office of Seller other than the Branch or who have an account that is not acquired by Buyer at the Closing, (y) any general mass mailing or other similar communication made by Seller which does not specifically target the customers of the Branch, and (z) newspaper, television, radio or similar advertisements of a general nature. Buyer acknowledges and agrees that (i) the nothing contained herein shall be construed to limit Seller’s ability to continue to service, maintain and administer any account of such customers at Seller and its Affiliates, and their respective investment funds and accounts (collectively, the “KPS Funds”) and their respective employees and other representatives (collectively, the “KPS Group”) are engaged in the business of making investments in or to open any new account at a variety of companies at various stages of development (the “Investment Business”), (ii) in the course of carrying on the Investment Business, members of the KPS Group receive and review confidential and proprietary information from many sources, invest in many companies, and mentor, advise and otherwise interact with (including by providing individuals to serve on the boards of) investee/portfolio companies, any of which may be competitive with or otherwise adverse to the Company Group and customer’s unsolicited request; and (iii) it is not (A) prior to the intention Closing Date, encourage any Transferred Employee to leave the employ of the Parties that this Agreement interfere with Seller, (B) for a period of three (3) years following the ability Closing Date, solicit for employment any Transferred Employee or encourage any Transferred Employee to leave the employ of the KPS Group to carry on the Investment Business, including the investment in entities competitive with the Buyer or the Company or its SubsidiariesBuyer; provided, that, in each case, no Company Group Confidential Information is used or disclosed in connection therewith in breach of this Agreement. The Buyer further acknowledges that certain information relating to the Company Group and their industries gained from access to the Company Group Confidential Information may not be capable of being separated from the KPS Group’s overall knowledge; therefore, provided that neither the KPS Funds nor their respective employees or other representatives disclose any Company Group Confidential Information in violation of this Agreement, the KPS Group will media advertising not specifically targeted at such Transferred Employees shall not be deemed to have violated this Agreement solely to the extent Residual Information is used internally in the ordinary course by the KPS Group in connection with the Investment Business. be a solicitation of a Transferred Employee. (b) For purposes of this Agreement, the term “Residual InformationCompetitive Business” means any information that is retained in shall mean the unaided memories business or operations of individuals associated with the KPS Group without specific or intentional reference to written or electronic information; provideda bank, that such individuals’ access to the Company Group Confidential Information was not in breach of this Agreement. For purposes hereunderthrift, memory is unaided if (x) such party did not intentionally memorize or otherwise mentally retain for reference the Residual Information for the purpose of retaining it and later using it or disclosing it to a third partycredit union, and (y) at the time of such later use such party was not consciously aware (or should reasonably have been aware) that such party was using the Residual Information. In connection with the Investment Business, the KPS Funds make investments in companies in the ordinary course of business and, as a result of such investments, such companies may be deemed to be affiliated mortgage banking, loan production or associated with the Restricted Party or the KPS Funds. In addition, certain persons that may be deemed to be affiliated with the Restricted Party or the KPS Funds represent large institutions which the Restricted Party does not control. So long as the KPS Funds do not make any Company Group Confidential Information available to such portfolio companies, individuals or entities, the terms of this Agreement shall not apply to such portfolio companies, individuals or entities; provided, that for the avoidance of doubt, Company Group Confidential Information shall not be imputed to any portfolio companies solely by virtue of the fact that a director, officer or employee of the KPS Funds or their respective representatives that serves as a director (or on any other governing body) of such portfolio financial institution or bank holding company has knowledge of Company Group Confidential Informationoffice located within ▇▇▇▇ County, Kentucky.

Restrictive Covenants. (a) Commencing Seller covenants that, commencing on the Closing Date and for a period ending on the third anniversary of eighteen (18) months following the Closing Date (the “Restricted Noncompetition Period”), the Seller shall not, and it shall cause its Affiliates Subsidiaries not to, directly or indirectly, in any capacity, engage in or have any direct or indirect ownership interest in, or permit Seller’s or any such Subsidiary’s name to be used in connection with, any business anywhere in the world which is engaged, either directly or indirectly, in the business of developing, manufacturing, marketing or selling any products or equipment or providing any services which are competitive with products or equipment manufactured, marketed, sold or under development by, or services provided by, the Business (the “Restricted Business”). It is recognized that the Restricted Business is expected to be conducted throughout the world and that more narrow geographical limitations of any nature on this non-competition covenant (and the non-solicitation covenant set forth in Section 6.12(b)) are therefore not appropriate. (b) Seller covenants that during the Noncompetition Period, Seller shall not, and it shall cause its Subsidiaries not to, directly or indirectly solicit the employment or engagement of services of any person who is offered employment by Buyer pursuant to Section 6.4 or is or was employed as an employee, consultant or contractor in the Business during the Noncompetition Period on a full- or part-time basis. (c) Seller covenants that during the Noncompetition Period, Seller shall not, and it shall cause its Subsidiaries not to, directly or indirectly, solicit or entice, or attempt to solicit or entice, any clients or customers of Buyer, or potential clients or customers of Buyer, in either case for employment, offer to hire, hire purposes of diverting their business or enter into any employment agreement or similar arrangement with any of the Company Group’s senior executive employees as of the date hereof and as of the Closing (each, a “Restricted Person”); provided, that such prohibition shall not apply to (i) solicitations made to the public or the industry generally through advertising or electronic listing which are not specifically targeted at any such Restricted Person or (ii) the solicitation or hiring of any Restricted Person who was not otherwise employed by the Buyer or its Affiliates (including any member of the Company Group after the Closing) for six (6) months prior to such hiringservices from Buyer. (bd) The Seller covenants acknowledges that the restrictions contained in this Section 6.12 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. Seller acknowledges that any violation of this Section 6.12 will result in irreparable injury to Buyer and agrees thatthat Buyer shall be entitled to preliminary and permanent injunctive relief, following without the Closing Datenecessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of this Section 6.12, which rights shall be cumulative and in addition to any other rights or remedies to which Buyer may be entitled. Without limiting the generality of the foregoing, the Noncompetition Period shall be extended for an additional period equal to any period during which Seller shall not, and shall cause its Affiliates not to, disclose, and shall direct the Sponsors to, treat and hold as strictly confidential, all Company Group Confidential Information. The Seller covenants and agrees to take all reasonable steps (and to cause each or any Affiliate is in breach of its Affiliates to take all reasonable stepsobligations under this Section 6.12. (e) to safeguard such Company Group Confidential Information and to protect it against disclosure. In the event that the Seller or its Affiliates is requested or required to disclose any Company Group Confidential Information, the Seller shall or shall cause such Person to notify the Buyer promptly of the request or requirement so that the Buyer may (at Buyer’s expense) seek an appropriate protective order or waive compliance with the provisions of covenant contained in this Section 7.27(b). If6.12 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in the absence of a protective order or the receipt of a waiver hereunder, the Seller or any of its Affiliates is compelled to disclose any Company Group Confidential Information to any Governmental Authority, such Person may disclose the Company Group Confidential Information jurisdiction to the Governmental Authority; providedmaximum time, that the Seller shall geographic, product or shall cause such Person to use such Person’s reasonable best efforts to obtain, at the request of the Buyer and at the Buyer’s sole cost and expense, an order service or other assurance that confidential treatment shall be accorded to such portion of the Company Group Confidential Information required to be disclosed as the Buyer shall designatelimitations permitted by applicable Law. Notwithstanding the foregoing, the provisions of The covenants contained in this Section 7.27(b) 6.12 and each provision thereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not apply to (a) invalidate or render unenforceable the remaining covenants or provisions hereof, and any items of Company Group Confidential Information which are such invalidity or which become part of the public domain other than as a direct unenforceability in any jurisdiction shall not invalidate or indirect result of disclosure render unenforceable such covenant or provision in breach of this Agreement by the Seller or any of its Affiliates or any Sponsor; (b) any items of Company Group Confidential Information which the Seller or the Sponsors can reasonably demonstrate were independently developed by the Seller or its Affiliates without breaching any of their obligations under this Agreement or applicable Law; (c) any items of Company Group Confidential Information which the Seller or any of its Affiliates (including the Sponsors) lawfully receives on a non-confidential basis in good faith from a third party (other than Representatives of the Company Group) which is not, to the knowledge of the Seller or the applicable Sponsor, under any contractual obligation of confidentiality, or any other legal or fiduciary obligation of confidentiality, with respect to such Company Group Confidential Information; or (d) any items of the Company Group Confidential Information approved for release by written authorization of the Buyer. Notwithstanding the foregoing or anything in this Agreement to the contrary, the Buyer acknowledges that (i) the Seller and its Affiliates, and their respective investment funds and accounts (collectively, the “KPS Funds”) and their respective employees and other representatives (collectively, the “KPS Group”) are engaged in the business of making investments in a variety of companies at various stages of development (the “Investment Business”), (ii) in the course of carrying on the Investment Business, members of the KPS Group receive and review confidential and proprietary information from many sources, invest in many companies, and mentor, advise and otherwise interact with (including by providing individuals to serve on the boards of) investee/portfolio companies, any of which may be competitive with or otherwise adverse to the Company Group and (iii) it is not the intention of the Parties that this Agreement interfere with the ability of the KPS Group to carry on the Investment Business, including the investment in entities competitive with the Buyer or the Company or its Subsidiaries; provided, that, in each case, no Company Group Confidential Information is used or disclosed in connection therewith in breach of this Agreement. The Buyer further acknowledges that certain information relating to the Company Group and their industries gained from access to the Company Group Confidential Information may not be capable of being separated from the KPS Group’s overall knowledge; therefore, provided that neither the KPS Funds nor their respective employees or other representatives disclose any Company Group Confidential Information in violation of this Agreement, the KPS Group will not be deemed to have violated this Agreement solely to the extent Residual Information is used internally in the ordinary course by the KPS Group in connection with the Investment Business. For purposes of this Agreement, “Residual Information” means any information that is retained in the unaided memories of individuals associated with the KPS Group without specific or intentional reference to written or electronic information; provided, that such individuals’ access to the Company Group Confidential Information was not in breach of this Agreement. For purposes hereunder, memory is unaided if (x) such party did not intentionally memorize or otherwise mentally retain for reference the Residual Information for the purpose of retaining it and later using it or disclosing it to a third party, and (y) at the time of such later use such party was not consciously aware (or should reasonably have been aware) that such party was using the Residual Information. In connection with the Investment Business, the KPS Funds make investments in companies in the ordinary course of business and, as a result of such investments, such companies may be deemed to be affiliated or associated with the Restricted Party or the KPS Funds. In addition, certain persons that may be deemed to be affiliated with the Restricted Party or the KPS Funds represent large institutions which the Restricted Party does not control. So long as the KPS Funds do not make any Company Group Confidential Information available to such portfolio companies, individuals or entities, the terms of this Agreement shall not apply to such portfolio companies, individuals or entities; provided, that for the avoidance of doubt, Company Group Confidential Information shall not be imputed to any portfolio companies solely by virtue of the fact that a director, officer or employee of the KPS Funds or their respective representatives that serves as a director (or on any other governing body) of such portfolio company has knowledge of Company Group Confidential Informationjurisdiction.

Restrictive Covenants. In consideration of the benefits of this Agreement to Sellers, in order to protect the trade secrets, proprietary information and goodwill of the Business and the Target Companies after the Closing, and as a condition precedent to Purchaser entering into and performing its obligations under this Agreement, each Seller and the Seller Representative agree as follows: (a) Commencing on From and for a period after the Closing and until the second anniversary of eighteen (18) months following the Closing Date (the “Restricted Non-Solicitation Period”), the each Seller shall will not, and shall cause its Affiliates not to, directly or indirectly, (i) solicit for employment, offer or attempt to hiresolicit, hire or enter into endeavor to entice away (including participating in the hiring or recruitment of) any employment agreement or similar arrangement with management-level employee of any of the Company Group’s senior executive employees as Target Companies or (ii) induce or attempt to induce any such individual to terminate his or her employment, or otherwise cease, diminish or adversely modify his or her relationship with any member of the date hereof and as of the Closing (each, a “Restricted Person”)Purchaser Group; provided, however, that the foregoing will not prohibit such prohibition shall Seller from using solicitations (such as general newspaper or internet advertisements) not apply to (i) solicitations made to the public or the industry generally through advertising or electronic listing which are not specifically targeted at any such Restricted Person or (ii) the solicitation employees or hiring of any Restricted Person such employees who was not otherwise employed by the Buyer or its Affiliates (including any member of the Company Group after the Closing) for six (6) months prior respond to such hiringpermitted solicitations. Notwithstanding the foregoing, during the Non-Solicitation Period, each Seller will not, directly or indirectly, hire the employees listed on Schedule 7.7(a). (b) The Each Seller covenants and agrees that, following the Closing Date, its Affiliates and the Seller shall not, and shall cause its Affiliates not to, disclose, and shall direct the Sponsors to, Representative will treat and hold as strictly confidential, such all Company Group Confidential Information. The Seller covenants and agrees to take all reasonable steps (and to cause each of its Affiliates to take all reasonable steps) to safeguard such Company Group the Confidential Information which is in its or its Affiliates’ possession and to protect it against disclosurerefrain from using any of the Confidential Information except in connection with or as permitted by this Agreement. In the event that a Seller or the Seller or its Affiliates Representative is requested or required (by oral question or request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demand, or similar process) to disclose any Company Group Confidential Information, such Seller or the Seller shall or shall cause such Person to Representative, as the case may be, will notify the Buyer Purchaser promptly of the request or requirement so that the Buyer Purchaser may (at Buyer’s expense) seek an appropriate protective order Order or waive compliance with the provisions of this Section 7.27(b7.7(b). If, in the absence of a protective order Order or the receipt of a waiver hereunder, such Seller or the Seller or any Representative, as the case may be, on the advice of its Affiliates counsel, is compelled required to disclose any Company Group Confidential Information to any Governmental AuthorityGovernment Entity, such Person Seller or the Seller Representative, as the case may be, may disclose the Company Group Confidential Information to the Governmental AuthorityGovernment Entity; provided, however, that such Seller or the Seller shall or shall cause such Person to Representative, as the case may be, will use such Person’s commercially reasonable best efforts to obtain, at the reasonable request of the Buyer Purchaser (and at the BuyerPurchaser’s sole cost and expense), an order Order or other assurance that confidential treatment shall will be accorded to such portion of the Company Group Confidential Information required to be disclosed as the Buyer shall Purchaser will designate. Notwithstanding anything to the foregoing, the provisions of contrary in this Section 7.27(b7.7(b), (i) the Sellers and their Affiliates and the Seller Representative and their respective agents and representatives shall not apply to (a) any items of Company Group be prohibited from disclosing or using the Confidential Information which are or which become part of in connection with consummating the public domain other than as a direct or indirect result of disclosure in breach of transactions contemplated by this Agreement by the Seller or any of its Affiliates otherwise performing their respective rights or any Sponsor; (b) any items of Company Group Confidential Information which the Seller or the Sponsors can reasonably demonstrate were independently developed by the Seller or its Affiliates without breaching any of their obligations under this Agreement (including defending or applicable Law; disputing any indemnification claim made by a Seller pursuant to this Agreement) and (cii) each Seller and the Seller Representative may (and may permit its equityholders and any items of Company Group investment fund managed by its equityholders to) disclose Confidential Information which the Seller to current or any of its Affiliates (including the Sponsors) lawfully receives on a non-confidential basis in good faith from a third party (other than Representatives of the Company Group) which is not, to the knowledge prospective limited partners or equivalent equityholder of the Seller or the applicable SponsorSeller Representative, under as the case may be, and to any contractual obligation of confidentialitycurrent or prospective investors in the Seller or the Seller Representative, as the case may be, or investment fund managed by its equityholders (each of the foregoing Persons, a “Permitted Recipient”); provided, however, that any such Permitted Recipient to whom Confidential Information is disclosed shall be subject to customary confidentiality restrictions in favor of the Seller or the Seller Representative or their respective equityholders, as the case may be. (c) (i) The making of the covenants and agreements set forth in this Section 7.7 are a material inducement to Purchaser entering into this Agreement and a condition to Purchaser’s consummation of the transactions contemplated by this Agreement; (ii) the covenants and agreements contained in this Section 7.7 are essential to the continued growth and stability of the Purchaser Group’s and the Target Companies’ business, goodwill, customer base and to the continuing viability of the Purchaser Group’s and the Target Companies’ endeavors; and (iii) this Section 7.7 (including the time and scope limitations set forth in Section 7.7(a)) is reasonable and necessary for the protection of the Purchaser Group and the Target Companies. No Seller nor the Seller Representative will challenge the reasonableness or enforceability of any of the covenants or agreements set forth in this Section 7.7. If any term or provision in this Section 7.7 is found to be unreasonable, arbitrary, against public policy or otherwise not enforceable in accordance with its terms, then such term or provision will be considered to be divisible with respect to scope, time and geographic area, and such lesser scope, time or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary or not against public policy, will be effective, binding and enforceable against Sellers and Sellers’ Affiliates. (d) A breach of this Section 7.7 by any Seller or the Seller Representative cannot be adequately compensated in any Proceeding for damages at Law, and equitable relief may be necessary to protect the Purchaser Group from a violation of this Agreement and from the harm that this Agreement is intended to prevent. Accordingly, each Seller and the Seller Representative agree that if there occurs any actual or threatened breach of those provisions, then each member of the Purchaser Group will (in addition to any other legal remedies that they may have) be entitled to seek to enforce their rights and Sellers’ and the Seller Representative’s obligations under this Section 7.7 not only by a Proceeding or fiduciary obligation Proceedings for damages, but also by a Proceeding or Proceedings for specific performance, temporary or permanent injunctive relief or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) of confidentialitythis Section 7.7 (including, with respect to such Company Group Confidential Information; or (d) any items the Sellers, the extension of the Company Group Confidential Information approved for release Non-Solicitation Period by written authorization of the Buyer. Notwithstanding the foregoing or anything in this Agreement a period equal to the contrary, the Buyer acknowledges that (i) the Seller and its Affiliates, and their respective investment funds and accounts (collectively, length of the “KPS Funds”) and their respective employees and other representatives (collectively, the “KPS Group”) are engaged in the business violation of making investments in a variety of companies at various stages of development (the “Investment Business”), this Section 7.7 plus (ii) in the course length of carrying on any Proceedings necessary to stop that violation) and recover attorneys’ fees and costs for the Investment Businesssame, members and that relief may be granted without the necessity of proving actual damages or the inadequacy of money damages or posting bond. In the event of a breach or violation by that Seller of this Section 7.7, the running of the KPS Group receive and review confidential and proprietary information from many sources, invest in many companies, and mentor, advise and otherwise interact Non-Solicitation Period (but not that Seller’s obligations under this Section 7.7) will be tolled with (including by providing individuals respect to serve on that Seller during the boards of) investee/portfolio companies, continuance of any of which may be competitive with actual breach or otherwise adverse to the Company Group and (iii) it is not the intention of the Parties that this Agreement interfere with the ability of the KPS Group to carry on the Investment Business, including the investment in entities competitive with the Buyer or the Company or its Subsidiaries; provided, that, in each case, no Company Group Confidential Information is used or disclosed in connection therewith in breach of this Agreement. The Buyer further acknowledges that certain information relating to the Company Group and their industries gained from access to the Company Group Confidential Information may not be capable of being separated from the KPS Group’s overall knowledge; therefore, provided that neither the KPS Funds nor their respective employees or other representatives disclose any Company Group Confidential Information in violation of this Agreement, the KPS Group will not be deemed to have violated this Agreement solely to the extent Residual Information is used internally in the ordinary course by the KPS Group in connection with the Investment Business. For purposes of this Agreement, “Residual Information” means any information that is retained in the unaided memories of individuals associated with the KPS Group without specific or intentional reference to written or electronic information; provided, that such individuals’ access to the Company Group Confidential Information was not in breach of this Agreement. For purposes hereunder, memory is unaided if (x) such party did not intentionally memorize or otherwise mentally retain for reference the Residual Information for the purpose of retaining it and later using it or disclosing it to a third party, and (y) at the time of such later use such party was not consciously aware (or should reasonably have been aware) that such party was using the Residual Information. In connection with the Investment Business, the KPS Funds make investments in companies in the ordinary course of business and, as a result of such investments, such companies may be deemed to be affiliated or associated with the Restricted Party or the KPS Funds. In addition, certain persons that may be deemed to be affiliated with the Restricted Party or the KPS Funds represent large institutions which the Restricted Party does not control. So long as the KPS Funds do not make any Company Group Confidential Information available to such portfolio companies, individuals or entities, the terms of this Agreement shall not apply to such portfolio companies, individuals or entities; provided, that for the avoidance of doubt, Company Group Confidential Information shall not be imputed to any portfolio companies solely by virtue of the fact that a director, officer or employee of the KPS Funds or their respective representatives that serves as a director (or on any other governing body) of such portfolio company has knowledge of Company Group Confidential Informationviolation.

Restrictive Covenants. (a) Commencing on and for For a period of eighteen two (182) months following years from the Closing Date (the “Restricted Period”)Date, the neither Seller shall not, and shall cause its Affiliates not tonor Seller Parent shall, directly or indirectly, solicit for employment, offer to hire, hire Seller or enter into any employment agreement Seller Parent or similar arrangement on behalf of or in conjunction with any other Person, employ or solicit the employment of the Company Group’s senior executive employees as of the date hereof and as of the Closing (each, a “Restricted Person”)any New Employee; provided, however, that such prohibition the foregoing shall not apply to (i) to responses to or follow-up hiring in respect of general solicitations made to the public or the industry generally through advertising or electronic listing which are advertisements for job positions not specifically targeted at any such Restricted Person directed to New Employees or (ii) the solicitation or hiring of to any Restricted Person New Employee who was not otherwise employed is terminated by the Buyer or its Affiliates (including any member of the Company Group after the Closing) for six (6) months prior to such hiringClosing Date or terminates his or her employment with Buyer without any solicitation directly or indirectly from Seller or any of Seller’s Affiliates. (b) The Seller covenants and agrees thatWithout limiting Section 10.10, following the Closing Date, neither Seller, Seller Parent nor any of their respective Affiliates shall (i) use any Confidential Information in direct or indirect competition with the Seller shall notBusiness, and shall cause its Affiliates not to, or (ii) disclose, and shall direct the Sponsors toprovide or otherwise make directly available to any sales employee or sales representative of Seller, treat and hold as strictly confidential, all Company Group Confidential Information. The Seller covenants and agrees to take all reasonable steps (and to cause each of its Affiliates to take all reasonable steps) to safeguard such Company Group Confidential Information and to protect it against disclosure. In the event that the Seller or its Affiliates is requested or required to disclose any Company Group Confidential Information, the Seller shall or shall cause such Person to notify the Buyer promptly of the request or requirement so that the Buyer may (at Buyer’s expense) seek an appropriate protective order or waive compliance with the provisions of this Section 7.27(b). If, in the absence of a protective order or the receipt of a waiver hereunder, the Seller Parent or any of its their respective Affiliates is compelled to disclose any Company Group Confidential Information to any Governmental Authoritythat was not previously disclosed, such Person may disclose the Company Group Confidential Information to the Governmental Authority; provided, that the Seller shall provided or shall cause such Person to use such Person’s reasonable best efforts to obtain, at the request of the Buyer and at the Buyer’s sole cost and expense, an order or other assurance that confidential treatment shall be accorded otherwise made available to such portion of the Company Group Confidential Information required to be disclosed as the Buyer shall designate. Notwithstanding the foregoingsales employee or sales representative by Seller, the provisions of this Section 7.27(b) shall not apply to (a) any items of Company Group Confidential Information which are or which become part of the public domain other than as a direct or indirect result of disclosure in breach of this Agreement by the Seller Parent or any of its Affiliates or any Sponsor; (b) any items of Company Group Confidential Information which the Seller or the Sponsors can reasonably demonstrate were independently developed by the Seller or its Affiliates without breaching any of their obligations under this Agreement or applicable Law; respective Affiliates (c) any items The Parties agree that the foregoing covenants in this Section 8.12 impose a reasonable restraint on Seller in light of Company Group Confidential Information which the Seller or any activities and operations of the Business and Buyer and its Affiliates (including on the Sponsors) lawfully receives on a non-confidential basis in good faith from a third party (other than Representatives date of the Company Group) which is not, to the knowledge execution of the Seller or the applicable Sponsor, under any contractual obligation of confidentiality, or any other legal or fiduciary obligation of confidentiality, with respect to such Company Group Confidential Information; or this Agreement. (d) any items of the Company Group Confidential Information approved for release by written authorization of the Buyer. Notwithstanding the foregoing or anything in this Agreement to the contrary, the Buyer acknowledges Seller and Seller Parent acknowledge and agree that (i) the Seller provisions of Sections 8.10 and its Affiliates, 8.12 are reasonable and their respective investment funds and accounts (collectively, necessary to protect the “KPS Funds”) and their respective employees and other representatives (collectively, the “KPS Group”) are engaged in the legitimate business interests of making investments in a variety of companies at various stages of development (the “Investment Business”)Buyer, (ii) any breach by Seller or Seller Parent of any of its covenants contained in any of Sections 8.10 and 8.12 would result in irreparable injury to Buyer, the course of carrying on the Investment Business, members of the KPS Group receive and review confidential and proprietary information from many sources, invest in many companies, and mentor, advise and otherwise interact with (including by providing individuals to serve on the boards of) investee/portfolio companies, any exact amount of which may be competitive with difficult, if not impossible, to ascertain or otherwise adverse to the Company Group estimate, and (iii) it is not the intention of the Parties that this Agreement interfere with the ability of the KPS Group to carry on the Investment Business, including the investment in entities competitive with the Buyer or the Company or its Subsidiaries; provided, that, in each case, no Company Group Confidential Information is used or disclosed in connection therewith in remedies at law for any such breach of this Agreement. The Buyer further acknowledges that certain information relating to the Company Group and their industries gained from access to the Company Group Confidential Information may not be capable of being separated from the KPS Group’s overall knowledge; thereforereasonable or adequate compensation to Buyer for such breach. Accordingly, provided that neither the KPS Funds nor their respective employees or notwithstanding any other representatives disclose any Company Group Confidential Information in violation provision of this Agreement, if Seller or Seller Parent, directly or indirectly, breaches any of its covenants or obligations under any of Sections 8.10 or 8.12, then, in addition to any other remedy which may be available to Buyer at law or in equity, Buyer shall be entitled to seek injunctive relief against the KPS Group will not be deemed to have violated this Agreement solely to the extent Residual Information is used internally in the ordinary course by the KPS Group in connection with the Investment Business. For purposes of this Agreementbreaching Party, “Residual Information” means any information that is retained in the unaided memories of individuals associated with the KPS Group without specific posting bond or intentional reference to written or electronic information; provided, that such individuals’ access to the Company Group Confidential Information was not in breach of this Agreement. For purposes hereunder, memory is unaided if (x) such party did not intentionally memorize or otherwise mentally retain for reference the Residual Information for the purpose of retaining it and later using it or disclosing it to a third partyother security, and (y) at without the time necessity of such later use such party was not consciously aware (proving actual or should reasonably have been aware) that such party was using the Residual Information. In connection with the Investment Business, the KPS Funds make investments in companies in the ordinary course of business and, as a result of such investments, such companies may be deemed to be affiliated threatened damage or associated with the Restricted Party or the KPS Funds. In addition, certain persons that may be deemed to be affiliated with the Restricted Party or the KPS Funds represent large institutions which the Restricted Party does not control. So long as the KPS Funds do not make any Company Group Confidential Information available to such portfolio companies, individuals or entities, the terms of this Agreement shall not apply to such portfolio companies, individuals or entities; provided, that for the avoidance of doubt, Company Group Confidential Information shall not be imputed to any portfolio companies solely by virtue of the fact that a director, officer or employee of the KPS Funds or their respective representatives that serves as a director (or on any other governing body) of such portfolio company has knowledge of Company Group Confidential Informationharm.

Restrictive Covenants. (a) Commencing on In consideration of the Purchase Price to be received under this Agreement, each of Parent and the Company agrees that, for a period of eighteen five (185) months following years after the Closing Date (the “Restricted Restrictive Covenant Period”), the Seller it shall not, and shall cause its Affiliates not to, directly or indirectly, solicit do any of the following: (i) engage in, or invest in, own (except ownership of less than 5% of any class of securities of an entity which are listed for employmenttrading on any national securities exchange or which are traded in the over-the-counter market), manage, operate, finance, control, be employed by, associated with or in any manner connected with, or render services or advice or other aid to, any Person engaged in or planning to become engaged in, or any other business whose products or activities compete in whole or in part with, the business of growing, cultivating, supplying, selling or distributing any frozen vegetables (a “Competing Business”) anywhere within the United States; provided, however, in no event shall the Company’s business of providing veggie rice or quinoa, bean, grain, or fruit blends and bowls which may also contain vegetables under the “Boulder Canyon” brand or veggie blends for use in making juices or smoothies under the “Radar Farms” or “Jamba” brands be deemed to be a “Competing Business” in breach of this Section 6.8. In addition, Buyer acknowledges and agrees that in the event Parent or the Company acquires (or merges with) a frozen fruit operator subsequent to the Closing and that operator also processes and freezes vegetables for unrelated third-party customers and/or performs contract manufacturing and private label brands for unrelated third parties, such activities as they relate to vegetables shall not be deemed a “Competing Business” in breach of this Section 6.8, nor shall the Company’s business of co-packing vegetables solely for unrelated third parties who supply the vegetables to the Company for co-packing be deemed to be a “Competing Business” in breach of this Section 6.8. (ii) induce or attempt to induce any employee or independent contractor of Buyer who was an employee or independent contractor of the Company prior to the Closing to leave the employ or service of Buyer, in any way interfere with the relationship between Buyer and any such employee or independent contractor, or solicit, offer employment to, otherwise attempt to hire, hire employ, or enter into otherwise engage as an employee, independent contractor, or otherwise, any employment agreement such employee or similar arrangement with independent contractor; or (iii) induce or attempt to induce any Person that was a customer, supplier or business relation of the Company Group’s senior executive employees as of at any time during the date hereof and as of one (1) year period preceding the Closing (eachDate to cease doing business with Buyer, a “Restricted Person”); provided, that such prohibition shall not apply to (i) solicitations made to in any way interfere with the public or the industry generally through advertising or electronic listing which are not specifically targeted at relationship between Buyer and any such Restricted Person customer, supplier or (ii) business relation, or solicit the solicitation or hiring business of any Restricted Person who was not otherwise employed by the Buyer such customer, supplier or its Affiliates (including any member of the Company Group after the Closing) business relation for six (6) months prior to such hiringa Competing Business. (b) The Seller Each of Parent and the Company acknowledges that all of the foregoing provisions are reasonable and are necessary to protect and preserve the value of the Purchased Assets and to prevent any unfair advantage being conferred on Parent or the Company. If any of the covenants and agrees thatset forth in this Section 6.8 are held to be unreasonable, following the Closing Datearbitrary, or against public policy, the Seller shall not, restrictive time period herein will be deemed to be the longest period permissible by law under the circumstances and shall cause its Affiliates not to, disclose, and shall direct the Sponsors to, treat and hold as strictly confidential, all Company Group Confidential Information. The Seller covenants and agrees restrictive geographical area herein will be deemed to take all reasonable steps comprise the largest territory permissible by law under the circumstances. (and to cause each of its Affiliates to take all reasonable stepsc) to safeguard such Company Group Confidential Information and to protect it against disclosure. In the event that of a breach by Parent or the Seller or its Affiliates is requested or required to disclose Company of any Company Group Confidential Informationcovenant set forth in Section 6.8(a) of this Agreement, the Seller shall or shall cause such Person to notify Restrictive Covenant Period will be extended by the Buyer promptly period of the request or requirement so duration of such breach. (d) Each of Parent and the Company acknowledges that the Buyer may (at Buyer’s expense) seek an appropriate protective order or waive compliance with the provisions of this Section 7.27(b). If, in the absence of a protective order breach by Parent or the receipt Company of a waiver hereunder, the Seller or any of its Affiliates is compelled to disclose any Company Group Confidential Information to any Governmental Authority, such Person may disclose the Company Group Confidential Information to the Governmental Authority; provided, that the Seller shall or shall cause such Person to use such Person’s reasonable best efforts to obtain, at the request of the Buyer and at the Buyer’s sole cost and expense, an order or other assurance that confidential treatment shall be accorded to such portion of the Company Group Confidential Information required to be disclosed as the Buyer shall designate. Notwithstanding the foregoing, the provisions of this covenants set forth in Section 7.27(b6.8(a) shall not apply to (a) any items of Company Group Confidential Information which are or which become part of the public domain other than as a direct or indirect result of disclosure in breach of this Agreement by the Seller cannot be reasonably or adequately compensated in damages in an action at law, and that Buyer will be entitled to, among other remedies, and without posting any of its Affiliates bond or any Sponsor; (b) any items of Company Group Confidential Information other undertaking, injunctive relief, which the Seller or the Sponsors can reasonably demonstrate were independently developed by the Seller or its Affiliates without breaching any of their obligations under this Agreement or applicable Law; (c) any items of Company Group Confidential Information which the Seller or any of its Affiliates (including the Sponsors) lawfully receives on a non-confidential basis in good faith from a third party (other than Representatives of the Company Group) which is notmay include, to the knowledge of the Seller or the applicable Sponsor, under any contractual obligation of confidentiality, or any other legal or fiduciary obligation of confidentiality, with respect to such Company Group Confidential Information; or (d) any items of the Company Group Confidential Information approved for release by written authorization of the Buyer. Notwithstanding the foregoing or anything in this Agreement to the contrary, the Buyer acknowledges that but will not be limited to: (i) seeking injunctive relief to restrain Parent or the Seller and its Affiliates, and their respective investment funds and accounts (collectively, the “KPS Funds”) and their respective employees and other representatives (collectively, the “KPS Group”) are engaged Company from engaging in the business any action that would constitute or cause a breach or violation of making investments in a variety of companies at various stages of development (the “Investment Business”Section 6.8(a), (ii) in the course of carrying on the Investment Business, members of the KPS Group receive and review confidential and proprietary information from many sources, invest in many companies, and mentor, advise and otherwise interact with (including by providing individuals obtaining specific performance to serve on the boards of) investee/portfolio companies, any of which may be competitive with compel Parent or otherwise adverse to the Company Group to perform its obligations and covenants hereunder, and (iii) it is not the intention of the Parties that this Agreement interfere with the ability of the KPS Group to carry on the Investment Business, including the investment obtaining damages available either at law or in entities competitive with the Buyer or the Company or its Subsidiaries; provided, that, in each case, no Company Group Confidential Information is used or disclosed in connection therewith in breach of this Agreement. The Buyer further acknowledges that certain information relating to the Company Group and their industries gained from access to the Company Group Confidential Information may not be capable of being separated from the KPS Group’s overall knowledge; therefore, provided that neither the KPS Funds nor their respective employees or other representatives disclose any Company Group Confidential Information in violation of this Agreement, the KPS Group will not be deemed to have violated this Agreement solely to the extent Residual Information is used internally in the ordinary course by the KPS Group in connection with the Investment Business. For purposes of this Agreement, “Residual Information” means any information that is retained in the unaided memories of individuals associated with the KPS Group without specific or intentional reference to written or electronic information; provided, that such individuals’ access to the Company Group Confidential Information was not in breach of this Agreement. For purposes hereunder, memory is unaided if (x) such party did not intentionally memorize or otherwise mentally retain for reference the Residual Information for the purpose of retaining it and later using it or disclosing it to a third party, and (y) at the time of such later use such party was not consciously aware (or should reasonably have been aware) that such party was using the Residual Information. In connection with the Investment Business, the KPS Funds make investments in companies in the ordinary course of business and, as a result of such investments, such companies may be deemed to be affiliated or associated with the Restricted Party or the KPS Funds. In addition, certain persons that may be deemed to be affiliated with the Restricted Party or the KPS Funds represent large institutions which the Restricted Party does not control. So long as the KPS Funds do not make any Company Group Confidential Information available to such portfolio companies, individuals or entities, the terms of this Agreement shall not apply to such portfolio companies, individuals or entities; provided, that for the avoidance of doubt, Company Group Confidential Information shall not be imputed to any portfolio companies solely by virtue of the fact that a director, officer or employee of the KPS Funds or their respective representatives that serves as a director (or on any other governing body) of such portfolio company has knowledge of Company Group Confidential Informationequity.

Restrictive Covenants. (a) Commencing on and for For a period of eighteen (18) months following three years from the Closing Date (the “Restricted Period”)Date, the Seller Kohlberg Entities shall not, and shall cause its their Affiliates not to, directly or indirectly, on behalf of any of them or any other Person, recruit or otherwise solicit for employmentor induce any member of senior management, offer to hire, hire key employee or enter into any employment agreement or similar arrangement with any officer of the Company Group’s senior executive employees as of or any Company Subsidiary to terminate his or her employment or other relationship with the date hereof and as of the Closing (eachCompany or any Company Subsidiary, a “Restricted Person”); provided, that such prohibition shall not apply to (i) solicitations made to the public or the industry generally through advertising or electronic listing which are not specifically targeted at hire any such Restricted Person or (ii) the solicitation or hiring of any Restricted Person who was not has ceased to be employed or otherwise employed engaged by the Buyer Company or its Affiliates (including any member of Company Subsidiary during the Company Group after the Closing) for preceding six (6) months prior to such hiringmonths. (b) The Seller covenants and agrees Kohlberg Entities agree that, following for a period of three years after the Closing DateClosing, the Seller shall noteach of them shall, and shall cause its their respective Affiliates not and Representatives to, disclose, and shall direct the Sponsors to, treat and hold as strictly confidential, in strict confidence all Company Group Confidential Information. The Seller covenants and agrees to take all reasonable steps (and to cause each of its Affiliates to take all reasonable steps) to safeguard such Company Group Confidential Information and they possess; provided, that, the foregoing provisions shall not apply to protect it against disclosureany Confidential Information which is or becomes generally available to the public (other than as a result of a disclosure by the Kohlberg Entities or any of their Affiliates or Representatives). In the event that the Seller Kohlberg Entities or its any of their respective Affiliates is requested or Representatives are required by Law to disclose any Company Group Confidential Information, the Seller Kohlberg Entities shall or shall cause such Person to promptly notify the Buyer promptly of the request or requirement in writing so that the Buyer may (at Buyer’s expense) seek an appropriate protective order or waive compliance with the provisions of this Section 7.27(b). If, in the absence of a protective order and/or other motion filed to prevent the production or disclosure of Confidential Information. If such motion has been denied, then the receipt of a waiver hereunder, the Seller or any of its Affiliates is compelled to disclose any Company Group Confidential Information to any Governmental Authority, such Person Kohlberg Entities may disclose the Company Group Confidential Information to the Governmental Authority; provided, that the Seller shall or shall cause such Person to use such Person’s reasonable best efforts to obtain, at the request of the Buyer and at the Buyer’s sole cost and expense, an order or other assurance that confidential treatment shall be accorded to only such portion of the Company Group Confidential Information required to be disclosed as the Buyer shall designate. Notwithstanding the foregoing, the provisions of this Section 7.27(b) shall not apply to (a) any items of Company Group Confidential Information which are or which become part of the public domain other than as a direct or indirect result of disclosure in breach of this Agreement is required by the Seller or any of its Affiliates or any Sponsor; (b) any items of Company Group Confidential Information which the Seller or the Sponsors can reasonably demonstrate were independently developed by the Seller or its Affiliates without breaching any of their obligations under this Agreement or applicable Law; (c) any items of Company Group Confidential Information which the Seller or any of its Affiliates (including the Sponsors) lawfully receives on a non-confidential basis in good faith from a third party (other than Representatives of the Company Group) which is not, Law to the knowledge of the Seller or the applicable Sponsor, under any contractual obligation of confidentiality, or any other legal or fiduciary obligation of confidentiality, with respect to such Company Group Confidential Information; or (d) any items of the Company Group Confidential Information approved for release by written authorization of the Buyer. Notwithstanding the foregoing or anything in this Agreement to the contrary, the Buyer acknowledges that (i) the Seller and its Affiliates, and their respective investment funds and accounts (collectively, the “KPS Funds”) and their respective employees and other representatives (collectively, the “KPS Group”) are engaged in the business of making investments in a variety of companies at various stages of development (the “Investment Business”), (ii) in the course of carrying on the Investment Business, members of the KPS Group receive and review confidential and proprietary information from many sources, invest in many companies, and mentor, advise and otherwise interact with (including by providing individuals to serve on the boards of) investee/portfolio companies, any of which may be competitive with or otherwise adverse to the Company Group and (iii) it is not the intention of the Parties that this Agreement interfere with the ability of the KPS Group to carry on the Investment Business, including the investment in entities competitive with the Buyer or the Company or its Subsidiariesdisclosed; provided, that, in each case, no Company Group (A) the Kohlberg Entities shall use commercially reasonable efforts to preserve the confidentiality of the remainder of the Confidential Information is used or disclosed and (B) the Kohlberg Entities shall not, and shall not permit any of their respective Representatives to, oppose any motion for confidentiality brought by the Buyer in connection therewith in breach of this Agreementany such instance. The Buyer further acknowledges Kohlberg Entities will continue to be bound by their respective obligations pursuant to this Section 7.12(b) for any Confidential Information that certain information relating is not required to be disclosed pursuant to the Company Group and their industries gained from access to the Company Group Confidential Information may not be capable of being separated from the KPS Group’s overall knowledge; thereforeimmediately preceding sentence above, provided or that neither the KPS Funds nor their respective employees or other representatives disclose any Company Group Confidential Information in violation of this Agreement, the KPS Group will not be deemed to have violated this Agreement solely to the extent Residual Information is used internally in the ordinary course by the KPS Group in connection with the Investment Business. For purposes of this Agreement, “Residual Information” means any information that is retained in the unaided memories of individuals associated with the KPS Group without specific or intentional reference to written or electronic information; provided, that such individuals’ access to the Company Group Confidential Information was not in breach of this Agreement. For purposes hereunder, memory is unaided if (x) such party did not intentionally memorize or otherwise mentally retain for reference the Residual Information for the purpose of retaining it and later using it or disclosing it to a third party, and (y) at the time of such later use such party was not consciously aware (or should reasonably have has been aware) that such party was using the Residual Information. In connection with the Investment Business, the KPS Funds make investments in companies in the ordinary course of business and, as a result of such investments, such companies may be deemed to be affiliated or associated with the Restricted Party or the KPS Funds. In addition, certain persons that may be deemed to be affiliated with the Restricted Party or the KPS Funds represent large institutions which the Restricted Party does not control. So long as the KPS Funds do not make any Company Group Confidential Information available afforded protective treatment pursuant to such portfolio companies, individuals or entities, the terms of this Agreement shall not apply to such portfolio companies, individuals or entities; provided, that for the avoidance of doubt, Company Group Confidential Information shall not be imputed to any portfolio companies solely by virtue of the fact that a director, officer or employee of the KPS Funds or their respective representatives that serves as a director (or on any other governing body) of such portfolio company has knowledge of Company Group Confidential Informationmotion.

Restrictive Covenants. (a) Commencing on and for If, in any judicial proceedings, a period of eighteen (18) months following the Closing Date (the “Restricted Period”), the Seller court shall not, and shall cause its Affiliates not to, directly or indirectly, solicit for employment, offer refuse to hire, hire or enter into any employment agreement or similar arrangement with enforce any of the covenants included in Paragraphs 10, 11, or 12 hereof, then such unenforceable covenant shall be amended to relate to such lesser period or geographical area as shall be enforceable. In the event the Company Group’s senior executive employees as should bring any legal action or other proceeding against Executive for enforcement of this Agreement, the calculation of the date hereof and as of the Closing (eachNoncompete Period, a “Restricted Person”); providedif any, that such prohibition shall not apply include the period of time commencing with the filing of legal action or other proceeding to (i) solicitations made to enforce this Agreement through the public date of final judgment or the industry generally through advertising final resolution including all appeals, if any, of such legal action or electronic listing which are not specifically targeted at any such Restricted Person or (ii) the solicitation or hiring of any Restricted Person who was not otherwise employed by the Buyer or its Affiliates (including any member of other proceeding unless the Company Group after is receiving the Closing) for six (6) months prior to practical benefits of Paragraphs 10, 11, and 12 during such hiringtime. (b) The Seller covenants and agrees that, following the Closing Date, the Seller shall not, and shall cause its Affiliates not to, disclose, and shall direct the Sponsors to, treat and hold as strictly confidential, all Company Group Confidential Information. The Seller covenants and agrees to take all reasonable steps (and to cause each of its Affiliates to take all reasonable steps) to safeguard such Company Group Confidential Information and to protect it against disclosure. In the event Executive hereby acknowledges that the Seller or its Affiliates is requested or required to disclose any Company Group Confidential Information, the Seller shall or shall cause such Person to notify the Buyer promptly of the request or requirement so that the Buyer may (at Buyer’s expense) seek an appropriate protective order or waive compliance with the provisions of this Section 7.27(b). If, in the absence of a protective order or the receipt of a waiver hereunder, the Seller or any of its Affiliates is compelled to disclose any Company Group Confidential Information to any Governmental Authority, such Person may disclose the Company Group Confidential Information to the Governmental Authority; provided, that the Seller shall or shall cause such Person to use such Person’s reasonable best efforts to obtain, at the request of the Buyer and at the Buyer’s sole cost and expense, an order or other assurance that confidential treatment shall be accorded to such portion of the Company Group Confidential Information required to be disclosed restrictions on his activity as the Buyer shall designate. Notwithstanding the foregoing, the provisions of this Section 7.27(b) shall not apply to (a) any items of Company Group Confidential Information which are or which become part of the public domain other than as a direct or indirect result of disclosure in breach of this Agreement by the Seller or any of its Affiliates or any Sponsor; (b) any items of Company Group Confidential Information which the Seller or the Sponsors can reasonably demonstrate were independently developed by the Seller or its Affiliates without breaching any of their obligations under this Agreement or applicable Law; (c) any items of Company Group Confidential Information which the Seller or any of its Affiliates (including the Sponsors) lawfully receives on a non-confidential basis in good faith from a third party (other than Representatives of the Company Group) which is not, to the knowledge of the Seller or the applicable Sponsor, under any contractual obligation of confidentiality, or any other legal or fiduciary obligation of confidentiality, with respect to such Company Group Confidential Information; or (d) any items of the Company Group Confidential Information approved for release by written authorization of the Buyer. Notwithstanding the foregoing or anything contained in this Agreement to are required for the contrary, the Buyer acknowledges that (i) the Seller Company's reasonable protection and its Affiliates, and their respective investment funds and accounts (collectively, the “KPS Funds”) and their respective employees and other representatives (collectively, the “KPS Group”) are engaged in the business of making investments in is a variety of companies at various stages of development (the “Investment Business”), (ii) in the course of carrying on the Investment Business, members of the KPS Group receive and review confidential and proprietary information from many sources, invest in many companies, and mentor, advise and otherwise interact with (including by providing individuals to serve on the boards of) investee/portfolio companies, any of which may be competitive with or otherwise adverse material inducement to the Company Group and (iii) it is not the intention of the Parties that this Agreement interfere with the ability of the KPS Group to carry on the Investment Business, including the investment in entities competitive with the Buyer or the Company or its Subsidiaries; provided, that, in each case, no Company Group Confidential Information is used or disclosed in connection therewith in breach of enter into this Agreement. The Buyer further acknowledges Executive hereby agrees that certain information relating to in the Company Group and their industries gained from access to event of the Company Group Confidential Information may not be capable violation by him of being separated from any of the KPS Group’s overall knowledge; therefore, provided that neither the KPS Funds nor their respective employees or other representatives disclose any Company Group Confidential Information in violation provisions of this Agreement, the KPS Group Company will not be deemed entitled to have violated institute and prosecute proceedings at law or in equity to obtain damages with respect to such violation or to enforce the specific performance of this Agreement solely by Executive or to enjoin Executive from engaging in any activity in violation hereof. The prevailing party in any litigation brought to enforce the extent Residual Information is used internally restrictive provisions contained in this Agreement shall be entitled to reimbursement from the ordinary course by the KPS Group nonprevailing party for reasonable attorneys' fees and expenses incurred in connection with such litigation. (c) Notwithstanding anything to the Investment Business. For purposes of this Agreementcontrary contained herein, “Residual Information” means any information that is retained in the unaided memories of individuals associated with the KPS Group without specific event that Executive engages in any material conduct prohibited by Paragraphs 10, 11, or intentional reference to written or electronic information; provided12 hereof for any reason whatsoever, that such individuals’ access to the Company Group Confidential Information was not in breach of this Agreement. For purposes hereunder, memory is unaided if (x) such party did not intentionally memorize or otherwise mentally retain for reference the Residual Information for the purpose of retaining it and later using it or disclosing it to a third party, and (y) at the time of such later use such party was not consciously aware (or should reasonably have been aware) that such party was using the Residual Information. In connection with the Investment Business, the KPS Funds make investments in companies in the ordinary course of business and, as a result of such investments, such companies may be deemed to be affiliated or associated with the Restricted Party or the KPS Funds. In addition, certain persons that may be deemed to be affiliated with the Restricted Party or the KPS Funds represent large institutions which the Restricted Party does not control. So long as the KPS Funds do not make any Company Group Confidential Information available to such portfolio companies, individuals or entities, the terms of this Agreement Executive shall not apply to such portfolio companies, individuals or entities; provided, that for the avoidance of doubt, Company Group Confidential Information shall not be imputed to receive any portfolio companies solely by virtue of the fact that a director, officer or employee of the KPS Funds or their respective representatives that serves as a director (or on any other governing body) of such portfolio company has knowledge of Company Group Confidential Informationseverance benefits he otherwise would be entitled to receive pursuant to Paragraph 9 hereof.

Restrictive Covenants. (a) Commencing on Seller acknowledges and recognizes the highly competitive nature of the Business and the value to the Purchaser of the Business and the Purchased Assets, which include, among other things, confidential business information and goodwill associated with existing business relationships acquired from Seller, which are material to the Business and the Purchased Assets. Accordingly, Seller agrees that: for a period of eighteen five (185) months following years from the Closing Date date of this Agreement (the “Restricted "Non-Compete Period”"), the Seller shall not, and shall cause its Affiliates not towithout the prior written consent of the Purchaser, directly or indirectly, solicit for employmentwithin the United States, offer to hireparticipate in, hire engage in or enter into have a financial interest or management position or other interest in any employment agreement business, firm, corporation or similar arrangement with other entity that engages in a Competing Business. A "Competing Business" means any business which derives twelve (12%) percent or more of its annual sales revenues from the Company Group’s senior executive employees as wholesale or retail sale of the date hereof bagel products (i.e., bagels and as of the Closing (each, a “Restricted Person”cream cheese); provided, that such prohibition shall not apply to (i) solicitations made to the public or the industry generally through advertising or electronic listing which are not specifically targeted at any such Restricted Person or (ii) the solicitation or hiring of any Restricted Person who was not otherwise employed by the Buyer or its Affiliates (including any member of the Company Group after the Closing) for six (6) months prior to such hiring. (b) The During the Non-Compete Period, Seller covenants and agrees that, following the Closing Date, the Seller shall not, and shall cause its Affiliates not to, disclose, and shall direct the Sponsors to, treat and hold as strictly confidential, all Company Group Confidential Information. The Seller covenants and agrees to take all reasonable steps (and to cause each of its Affiliates to take all reasonable steps) to safeguard such Company Group Confidential Information and to protect it against disclosure. In the event that the Seller or its Affiliates is requested or required to disclose any Company Group Confidential Information, the Seller shall or shall cause such Person to notify the Buyer promptly of the request or requirement so that the Buyer may (at Buyer’s expense) seek an appropriate protective order or waive compliance with the provisions of this Section 7.27(b). If, in the absence of a protective order or the receipt of a waiver hereunder, the Seller or nor any of its Affiliates is compelled shall not (i) induce or attempt to disclose induce any Company Group Confidential Information employee of Purchaser listed on Schedule 5.11 and engaged by Purchaser on the Closing Date to any Governmental Authority, such Person may disclose leave the Company Group Confidential Information to the Governmental Authority; provided, that the Seller shall or shall cause such Person to use such Person’s reasonable best efforts to obtain, at the request employ of the Buyer Purchaser or its Affiliates; or (ii) induce, or attempt to induce, any CBB Franchisee listed on Schedule 1.1(a) to cease doing business with Purchaser and/or New World. (c) Purchaser and at New World agree that if either party terminates this Agreement for any reason whatsoever, neither Purchaser, New World, nor any of their Affiliates shall (i) induce or attempt to induce any employee of Seller listed in Schedule 5.11 to leave the Buyer’s sole cost and expense, an order or other assurance that confidential treatment shall be accorded to such portion employ of the Company Group Confidential Information required Seller; or (ii) induce or attempt to be disclosed as induce any CBB Franchisee to cease doing business with Seller, for a period of two (2) years from the Buyer shall designate. Notwithstanding the foregoing, the provisions of this Section 7.27(b) shall not apply to (a) any items of Company Group Confidential Information which are or which become part of the public domain other than as a direct or indirect result of disclosure in breach of date this Agreement is terminated (d) Purchaser and New World agree to keep confidential all such information, which has been disclosed to or discovered by it hereunder except as required by law or court order. Purchaser and New World further agree that neither they nor any of their Affiliates shall use any such information in any manner or for any purpose whatsoever, except for purposes of determining, during the due diligence period ending on August 13, 1999, whether they desire to consummate the transactions contemplated hereby. (e) Seller agrees to also keep confidential all such information, which has been disclosed to Seller regarding Purchaser, New World, any Affiliates of Purchaser and New World hereunder except as required by law or court order. Seller further agrees that neither it nor any of its Affiliates shall use any such information in any manner or for any Sponsor; (b) any items of Company Group Confidential Information which the Seller or the Sponsors can reasonably demonstrate were independently developed by the Seller or its Affiliates without breaching any of their obligations under this Agreement or applicable Law; (c) any items of Company Group Confidential Information which the Seller or any of its Affiliates (including the Sponsors) lawfully receives on a non-confidential basis in good faith from a third party (other than Representatives of the Company Group) which is notpurpose whatsoever, to the knowledge of the Seller or the applicable Sponsor, under any contractual obligation of confidentiality, or any other legal or fiduciary obligation of confidentiality, with respect to such Company Group Confidential Information; or (d) any items of the Company Group Confidential Information approved except for release by written authorization of the Buyer. Notwithstanding the foregoing or anything in this Agreement to the contrary, the Buyer acknowledges that (i) the Seller and its Affiliates, and their respective investment funds and accounts (collectively, the “KPS Funds”) and their respective employees and other representatives (collectively, the “KPS Group”) are engaged in the business of making investments in a variety of companies at various stages of development (the “Investment Business”), (ii) in the course of carrying on the Investment Business, members of the KPS Group receive and review confidential and proprietary information from many sources, invest in many companies, and mentor, advise and otherwise interact with (including by providing individuals to serve on the boards of) investee/portfolio companies, any of which may be competitive with or otherwise adverse to the Company Group and (iii) it is not the intention of the Parties that this Agreement interfere with the ability of the KPS Group to carry on the Investment Business, including the investment in entities competitive with the Buyer or the Company or its Subsidiaries; provided, that, in each case, no Company Group Confidential Information is used or disclosed in connection therewith in breach of this Agreement. The Buyer further acknowledges that certain information relating to the Company Group and their industries gained from access to the Company Group Confidential Information may not be capable of being separated from the KPS Group’s overall knowledge; therefore, provided that neither the KPS Funds nor their respective employees or other representatives disclose any Company Group Confidential Information in violation of this Agreement, the KPS Group will not be deemed to have violated this Agreement solely to the extent Residual Information is used internally in the ordinary course by the KPS Group in connection with the Investment Business. For purposes of this Agreementdetermining, “Residual Information” means any information that is retained in during the unaided memories of individuals associated with due diligence period ending on August 13, 1999, whether they desire to consummate the KPS Group without specific or intentional reference to written or electronic information; provided, that such individuals’ access to the Company Group Confidential Information was not in breach of this Agreement. For purposes hereunder, memory is unaided if (x) such party did not intentionally memorize or otherwise mentally retain for reference the Residual Information for the purpose of retaining it and later using it or disclosing it to a third party, and (y) at the time of such later use such party was not consciously aware (or should reasonably have been aware) that such party was using the Residual Information. In connection with the Investment Business, the KPS Funds make investments in companies in the ordinary course of business and, as a result of such investments, such companies may be deemed to be affiliated or associated with the Restricted Party or the KPS Funds. In addition, certain persons that may be deemed to be affiliated with the Restricted Party or the KPS Funds represent large institutions which the Restricted Party does not control. So long as the KPS Funds do not make any Company Group Confidential Information available to such portfolio companies, individuals or entities, the terms of this Agreement shall not apply to such portfolio companies, individuals or entities; provided, that for the avoidance of doubt, Company Group Confidential Information shall not be imputed to any portfolio companies solely by virtue of the fact that a director, officer or employee of the KPS Funds or their respective representatives that serves as a director (or on any other governing body) of such portfolio company has knowledge of Company Group Confidential Informationtransactions contemplated hereby.

Restrictive Covenants. (a) Commencing on To assure that Purchaser will realize the value and goodwill inherent in the Companies, Seller hereby agrees that, for a period of eighteen (18) months following two years after the Closing Date Date: (the “Restricted Period”), the a) Seller shall not, and directly or indirectly, as a stockholder (except as a stockholder owning beneficially or of record less than 5% of the outstanding shares of any class of publicly traded stock of any issuer), or as a member, partner, joint venturer, proprietor or otherwise, own or operate a landfill gas-to-energy business; and (b) Seller shall cause its Affiliates not tonot, directly or indirectly, solicit for employment, offer employ or cause to hirebe employed any Company Employee, hire or enter into any employment agreement or similar arrangement with any of the unless such Company Group’s senior executive employees as of the date hereof and as of the Closing (each, a “Restricted Person”); provided, that such prohibition shall not apply to (i) solicitations made to the public Employee is no longer employed by Purchaser or the industry generally Companies through advertising or electronic listing which are not specifically targeted at any such Restricted Person or (ii) the solicitation or hiring no fault of any Restricted Person who was not otherwise employed by the Buyer Seller or its Affiliates (including any member of Affiliates. Seller agrees and acknowledges that the Company Group restrictions contained in this Section are reasonable in scope and duration and are necessary to protect Purchaser after the Closing) for six (6) months prior . If, however, any provision of this Section, as applied to such hiring. (b) The Seller covenants and agrees thatany Party or to any circumstances, following the Closing Dateis adjudged by a court to be invalid or unenforceable, the Seller shall not, and shall cause its Affiliates not to, disclose, and shall direct the Sponsors to, treat and hold as strictly confidential, all Company Group Confidential Information. The Seller covenants and agrees to take all reasonable steps (and to cause each of its Affiliates to take all reasonable steps) to safeguard such Company Group Confidential Information and to protect it against disclosure. In the event that the Seller or its Affiliates is requested or required to disclose same will in no way affect any Company Group Confidential Information, the Seller shall or shall cause such Person to notify the Buyer promptly of the request or requirement so that the Buyer may (at Buyer’s expense) seek an appropriate protective order or waive compliance with the provisions other provision of this Section 7.27(b). If, in the absence of a protective order or the receipt of a waiver hereunder, the Seller or any of its Affiliates is compelled to disclose any Company Group Confidential Information to any Governmental Authority, such Person may disclose the Company Group Confidential Information to the Governmental Authority; provided, that the Seller shall or shall cause such Person to use such Person’s reasonable best efforts to obtain, at the request of the Buyer and at the Buyer’s sole cost and expense, an order or other assurance that confidential treatment shall be accorded to such portion of the Company Group Confidential Information required to be disclosed as the Buyer shall designate. Notwithstanding the foregoing, the provisions of this Section 7.27(b) shall not apply to (a) any items of Company Group Confidential Information which are or which become part of the public domain other than as a direct or indirect result of disclosure in breach of this Agreement by the Seller or any of its Affiliates or any Sponsor; (b) any items of Company Group Confidential Information which the Seller or the Sponsors can reasonably demonstrate were independently developed by the Seller or its Affiliates without breaching any of their obligations under this Agreement or applicable Law; (c) any items of Company Group Confidential Information which the Seller or any of its Affiliates (including the Sponsors) lawfully receives on a non-confidential basis in good faith from a third party (other than Representatives of the Company Group) which is not, to the knowledge of the Seller or the applicable Sponsor, under any contractual obligation of confidentiality, or any other legal or fiduciary obligation of confidentiality, with respect to such Company Group Confidential Information; or (d) any items of the Company Group Confidential Information approved for release by written authorization of the Buyer. Notwithstanding the foregoing or anything in this Agreement to the contrary, the Buyer acknowledges that (i) the Seller and its Affiliates, and their respective investment funds and accounts (collectively, the “KPS Funds”) and their respective employees and other representatives (collectively, the “KPS Group”) are engaged in the business of making investments in a variety of companies at various stages of development (the “Investment Business”), (ii) in the course of carrying on the Investment Business, members of the KPS Group receive and review confidential and proprietary information from many sources, invest in many companies, and mentor, advise and otherwise interact with (including by providing individuals to serve on the boards of) investee/portfolio companies, any of which may be competitive with or otherwise adverse to the Company Group and (iii) it is not the intention of the Parties that this Agreement interfere with the ability of the KPS Group to carry on the Investment Business, including the investment in entities competitive with the Buyer or the Company or its Subsidiaries; provided, that, in each case, no Company Group Confidential Information is used or disclosed in connection therewith in breach of this Agreement. The Buyer further acknowledges that certain information relating to the Company Group and their industries gained from access to the Company Group Confidential Information may not be capable of being separated from the KPS Group’s overall knowledge; therefore, provided that neither the KPS Funds nor their respective employees or other representatives disclose any Company Group Confidential Information in violation part of this Agreement, the KPS Group will not be deemed to have violated this Agreement solely to application of such provision in any other circumstances or the extent Residual Information is used internally in the ordinary course by the KPS Group in connection with the Investment Business. For purposes of this Agreement, “Residual Information” means any information that is retained in the unaided memories of individuals associated with the KPS Group without specific validity or intentional reference to written or electronic information; provided, that such individuals’ access to the Company Group Confidential Information was not in breach enforceability of this Agreement. For purposes hereunderIf any such provision, memory or any part thereof, is unaided if (x) held to be unenforceable because of the duration of such party did not intentionally memorize provision or otherwise mentally retain for reference the Residual Information for area covered thereby, the purpose Parties agree that the court making such determination will have the power to reduce the duration and/or area of retaining it and later using it such provision, and/or to delete specific words or disclosing it to a third partyphrases, and (y) at the time in its reduced form such provision will then be enforceable and will be enforced. Upon breach of such later use such party was not consciously aware (or should reasonably have been aware) that such party was using the Residual Information. In connection with the Investment Business, the KPS Funds make investments in companies in the ordinary course of business and, as a result of such investments, such companies may be deemed to be affiliated or associated with the Restricted Party or the KPS Funds. In addition, certain persons that may be deemed to be affiliated with the Restricted Party or the KPS Funds represent large institutions which the Restricted Party does not control. So long as the KPS Funds do not make any Company Group Confidential Information available to such portfolio companies, individuals or entities, the terms provisions of this Agreement shall not apply Section, Purchaser will be entitled to such portfolio companiesinjunctive relief, individuals or entities; provided, that for since the avoidance of doubt, Company Group Confidential Information shall not remedy at law would be imputed to any portfolio companies solely by virtue of the fact that a director, officer or employee of the KPS Funds or their respective representatives that serves as a director (or on any other governing body) of such portfolio company has knowledge of Company Group Confidential Informationinadequate and insufficient.

Restrictive Covenants. Each of the Seller Parties, for itself and on behalf of its Affiliates, covenants and agrees as follows: (a) Commencing For the period commencing on and for a period of eighteen (18) months following the Closing Date (the “Restricted Period”), the Seller shall not, and shall cause its Affiliates not to, directly or indirectly, solicit for employment, offer to hire, hire or enter into any employment agreement or similar arrangement with any of the Company Group’s senior executive employees as of the date hereof and as terminating on the 2nd anniversary of the Closing Date, neither RSG nor Seller nor any of their respective Affiliates (each, a “Restricted Person”); provided, that such prohibition shall not apply to other than the Company) will (i) solicitations made to the public or the industry generally through advertising or electronic listing which are not specifically targeted at solicit any such Restricted Person municipal solid waste disposal business from any ▇▇▇▇▇▇▇▇ Disposal Accounts or (ii) solicit from any counterparty to a Landfill Operating Contract or Government Contract, the solicitation or hiring of any Restricted Person who was not otherwise employed disposal services provided by the Buyer or its Affiliates (including any member of the Company Group after the Closing) for six (6) months prior to under such hiring. (b) The Seller covenants and agrees Contract, provided, however, that, following the Closing Datesubject to Section 6.12(b) below, the Seller shall not, and shall cause its Affiliates not to, disclose, and shall direct the Sponsors to, treat and hold as strictly confidential, all Company Group Confidential Information. The Seller covenants and agrees to take all reasonable steps (and to cause each of its Affiliates to take all reasonable steps) to safeguard such Company Group Confidential Information and to protect it against disclosure. In the event that the Seller or its Affiliates is requested or required to disclose any Company Group Confidential Information, the Seller shall or shall cause such Person to notify the Buyer promptly of the request or requirement so that the Buyer may (at Buyer’s expense) seek an appropriate protective order or waive compliance with the provisions of foregoing restrictions set forth in this Section 7.27(b). If6.12 shall not prohibit RSG, in the absence of a protective order or the receipt of a waiver hereunder, the Seller or any of its Affiliates is compelled from (A) accepting disposal business from customers willing to disclose pay the posted gate disposal fees (without providing any Company Group Confidential Information broker, trucking or other refund, deduction, credit or discount of any kind), (B) responding to, or executing a contract with any customer solicited through, a request for proposals or other bidding process (whether public or private), (C) responding to inquiries or solicitations made by any Governmental Authority, such Person may disclose the Company Group Confidential Information customers (including pricing inquiries) and providing disposal services to the Governmental Authority; provided, customers that the Seller shall or shall cause such Person to use such Person’s reasonable best efforts to obtain, at the request of the Buyer and at the Buyer’s sole cost and expense, an order or other assurance that confidential treatment shall be accorded to such portion of the Company Group Confidential Information required to be disclosed as the Buyer shall designate. Notwithstanding the foregoing, the provisions of this Section 7.27(b) shall not apply to (a) any items of Company Group Confidential Information which are or which become part of the public domain other than derived as a direct or indirect result of disclosure in breach such inquiries or solicitations, or (D) continuing to do business with any customers of this Agreement by the RSG, Seller or any of its their Affiliates or at locations not included in the ▇▇▇▇▇▇▇▇ Company Assets, so long as such business does not include the solicitation of any Sponsor; business included in the ▇▇▇▇▇▇▇▇ Disposal Accounts as of the date hereof. (b) Notwithstanding anything to the contrary set forth in Section 6.12(a) above, for the period commencing on the date hereof and terminating on the 1st anniversary of the Closing Date, RSG, Seller and their respective Affiliates agree not to accept any items of Company Group Confidential Information which municipal solid waste disposal business from any ▇▇▇▇▇▇▇▇ Disposal Accounts; provided, however, that the Seller or the Sponsors can reasonably demonstrate were independently developed by the Seller or its Affiliates without breaching any of their obligations under foregoing restriction set forth in this Agreement or applicable Law; (cSection 6.12(b) any items of Company Group Confidential Information which the shall not prohibit RSG, Seller or any of its Affiliates (including Affiliate from accepting disposal business in the Sponsors) lawfully receives on a non-confidential basis in good faith from a third party (other than Representatives of event that the Company Group) which is not, to the knowledge of the Seller or the applicable Sponsor, under any contractual obligation of confidentiality, or any other legal or fiduciary obligation of confidentiality, customer with respect to such Company Group Confidential Information; or (d) ▇▇▇▇▇▇▇▇ Disposal Account asserts that any items of the Company Group Confidential Information approved for release key disposal terms offered by written authorization the Company, Buyer or their Affiliates to such ▇▇▇▇▇▇▇▇ Disposal Account following the Closing are materially less favorable than the disposal terms in existence as of the Buyer. Notwithstanding Closing Date with respect to such ▇▇▇▇▇▇▇▇ Disposal Account; provided further, however, that the foregoing or anything restrictions set forth in this Agreement to the contrarySection 6.12(b) shall not prohibit RSG, the Buyer acknowledges that Seller or any Affiliate from (i) accepting disposal business from customers willing to pay the Seller and its Affiliatesposted gate disposal fees (without providing any broker, and their respective investment funds and accounts (collectivelytrucking or other refund, the “KPS Funds”) and their respective employees and other representatives (collectivelydeduction, the “KPS Group”) are engaged in the business credit or discount of making investments in a variety of companies at various stages of development (the “Investment Business”any kind), (ii) in the course of carrying on the Investment Businessresponding to, members of the KPS Group receive and review confidential and proprietary information from many sourcesor executing a contract with any customer solicited through, invest in many companiesa request for proposals or other bidding process (public but not private), and mentor, advise and otherwise interact with (including by providing individuals to serve on the boards of) investee/portfolio companies, any of which may be competitive with or otherwise adverse to the Company Group and (iii) it is continuing to do business with any existing customers of RSG, Seller or any of their Affiliates at locations not included in the intention ▇▇▇▇▇▇▇▇ Company Assets, so long as such business does not include the solicitation or acceptance of any business included in the ▇▇▇▇▇▇▇▇ Disposal Accounts as of the Parties that this Agreement interfere with the ability of the KPS Group to carry on the Investment Business, including the investment in entities competitive with the Buyer or the Company or its Subsidiaries; provided, that, in each case, no Company Group Confidential Information is used or disclosed in connection therewith in breach of this Agreement. The Buyer further acknowledges that certain information relating to the Company Group and their industries gained from access to the Company Group Confidential Information may not be capable of being separated from the KPS Group’s overall knowledge; therefore, provided that neither the KPS Funds nor their respective employees or other representatives disclose any Company Group Confidential Information in violation of this Agreement, the KPS Group will not be deemed to have violated this Agreement solely to the extent Residual Information is used internally in the ordinary course by the KPS Group in connection with the Investment Businessdate hereof. For purposes of this Agreementclarifying clause (iii) above, “Residual Information” means any information that is retained contracts in place as of the unaided memories date hereof with existing customers of individuals associated with the KPS Group without specific RSG, Seller or intentional reference to written or electronic information; provided, that such individuals’ access to the Company Group Confidential Information was not in breach of this Agreement. For purposes hereunder, memory is unaided if (x) such party did not intentionally memorize or otherwise mentally retain for reference the Residual Information for the purpose of retaining it and later using it or disclosing it to a third party, and (y) at the time of such later use such party was not consciously aware (or should reasonably have been aware) that such party was using the Residual Information. In connection with the Investment Business, the KPS Funds make investments in companies in the ordinary course of business and, as a result of such investments, such companies may be deemed to be affiliated or associated with the Restricted Party or the KPS Funds. In addition, certain persons that may be deemed to be affiliated with the Restricted Party or the KPS Funds represent large institutions which the Restricted Party does not control. So long as the KPS Funds do not make any Company Group Confidential Information available to such portfolio companies, individuals or entities, the terms of this Agreement shall not apply to such portfolio companies, individuals or entities; provided, that for the avoidance of doubt, Company Group Confidential Information their Affiliates shall not be imputed considered a solicitation or acceptance of existing ▇▇▇▇▇▇▇▇ Disposal Account business. (c) In addition to any portfolio companies solely other rights or remedies available to Buyer Parties pursuant to this Agreement or any other agreement, at law or in equity, Buyer Parties shall be entitled to injunctive relief requiring specific performance by virtue the Seller and its Affiliates of this Section and the Seller, for itself and its Affiliates, consents to the entry thereof. (d) The Seller Parties and Buyer Parties acknowledge that the intent of this Section 6.12 is to impose the same restrictions, limitations, conditions and exceptions that would apply pursuant to Section 6.20 of the fact that a director, officer or employee of Asset Purchase Agreement if the KPS Funds or their respective representatives that serves as a director (or on any other governing body) of such portfolio company has knowledge of ▇▇▇▇▇▇▇▇ Company Group Confidential InformationAssets were being sold under the Asset Purchase Agreement.

Restrictive Covenants. (a) Commencing on and for 15.1 During a period of eighteen twenty-four (1824) months following from the Closing Date (the “Restricted Period”)Date, the Seller and each of the Sellers' Ultimate Owners (each a “Restricted Party”) shall not; i. be, directly or indirectly, engaged, economically interested or otherwise involved (whether as shareholder, investor, director, employee, consultant, partner, agent or otherwise) in any Competing Business. This restriction shall not apply to portfolio investments, directly or indirectly, in listed securities that do not exceed five (5) per cent in total of the shares and shall cause its Affiliates not voting rights of the listed company; or ii. be entitled to, directly or indirectly, actively seek to solicit for employment, offer to hire, or hire or enter into any employment agreement or similar arrangement with any current employee of the Company Group’s senior executive employees as Group (or any individual who was an employee of the date hereof and as of Group in the Closing (each, a “Restricted Person”); provided, that such prohibition shall not apply to (i) solicitations made to the public or the industry generally through advertising or electronic listing which are not specifically targeted at any such Restricted Person or (ii) the solicitation or hiring of any Restricted Person who was not otherwise employed by the Buyer or its Affiliates (including any member of the Company Group after the Closing) for preceding six (6) months months) without the prior to such hiring. (b) The Seller covenants and agrees that, following the Closing Date, the Seller shall not, and shall cause its Affiliates not to, disclose, and shall direct the Sponsors to, treat and hold as strictly confidential, all Company Group Confidential Information. The Seller covenants and agrees to take all reasonable steps (and to cause each of its Affiliates to take all reasonable steps) to safeguard such Company Group Confidential Information and to protect it against disclosure. In the event that the Seller or its Affiliates is requested or required to disclose any Company Group Confidential Information, the Seller shall or shall cause such Person to notify the Buyer promptly of the request or requirement so that the Buyer may (at Buyer’s expense) seek an appropriate protective order or waive compliance with the provisions of this Section 7.27(b). If, in the absence of a protective order or the receipt of a waiver hereunder, the Seller or any of its Affiliates is compelled to disclose any Company Group Confidential Information to any Governmental Authority, such Person may disclose the Company Group Confidential Information to the Governmental Authority; provided, that the Seller shall or shall cause such Person to use such Person’s reasonable best efforts to obtain, at the request of the Buyer and at the Buyer’s sole cost and expense, an order or other assurance that confidential treatment shall be accorded to such portion of the Company Group Confidential Information required to be disclosed as the Buyer shall designate. Notwithstanding the foregoing, the provisions of this Section 7.27(b) shall not apply to (a) any items of Company Group Confidential Information which are or which become part of the public domain other than as a direct or indirect result of disclosure in breach of this Agreement by the Seller or any of its Affiliates or any Sponsor; (b) any items of Company Group Confidential Information which the Seller or the Sponsors can reasonably demonstrate were independently developed by the Seller or its Affiliates without breaching any of their obligations under this Agreement or applicable Law; (c) any items of Company Group Confidential Information which the Seller or any of its Affiliates (including the Sponsors) lawfully receives on a non-confidential basis in good faith from a third party (other than Representatives of the Company Group) which is not, to the knowledge of the Seller or the applicable Sponsor, under any contractual obligation of confidentiality, or any other legal or fiduciary obligation of confidentiality, with respect to such Company Group Confidential Information; or (d) any items of the Company Group Confidential Information approved for release by written authorization consent of the Buyer. Notwithstanding , or in any way cause or encourage such employees to leave any of the foregoing Group Companies. 15.2 If a Restricted Party contemplates to be employed with or anything become a consultant for or otherwise assist or become involved in this Agreement to the contrary, the Buyer acknowledges any undertaking that will or may constitute a Competing Business in violation of clause 15.1(i) (i) the Seller and its Affiliates, and their respective investment funds and accounts (collectively, such business the “KPS Funds”) and their respective employees and other representatives (collectively, the “KPS Group”) are engaged in the business of making investments in a variety of companies at various stages of development (the “Investment New Business”), the relevant Restricted Party (iisuch Person the “Notifying Person”) shall be entitled to provide a notice to the Buyer requesting the Buyer to consider whether the New Business will in the course of carrying on Buyer’s view, if undertaken by the Investment Notifying Person, constitute a Competing Business, members of the KPS Group receive and review confidential and proprietary information from many sources, invest in many companies, and mentor, advise and otherwise interact with (including by providing individuals to serve on the boards of) investee/portfolio companies, any of which may be competitive with or otherwise adverse to the Company Group and (iii) it is not the intention of the Parties that this Agreement interfere with the ability of the KPS Group to carry on the Investment Business, including the investment in entities competitive with the Buyer or the Company or its Subsidiaries; provided, that, in each case, no Company Group Confidential Information is used or disclosed in connection therewith in breach of this Agreement. The Buyer further acknowledges that certain information relating to the Company Group and their industries gained from access to the Company Group Confidential Information may not be capable of being separated must no later than fifteen (15) Business Days after having received notice from the KPS Group’s overall knowledge; therefore, provided Notifying Person provide its consent to or reject that neither the KPS Funds nor their respective employees or other representatives disclose any Company Group Confidential Information in violation of this Agreement, Notifying Person undertakes the KPS Group will not be deemed to have violated this Agreement solely to the extent Residual Information is used internally in the ordinary course by the KPS Group in connection with the Investment New Business. For purposes of this Agreement, “Residual Information” means any information that is retained in Any consent provided shall be binding and irrevocable on the unaided memories of individuals associated with the KPS Group without specific or intentional reference to written or electronic information; provided, that such individuals’ access to the Company Group Confidential Information was not in breach of this Agreement. For purposes hereunder, memory is unaided if (x) such party did not intentionally memorize or otherwise mentally retain for reference the Residual Information for the purpose of retaining it and later using it or disclosing it to Buyer. 15.3 If a third party, and (y) at the time of such later use such party was not consciously aware (or should reasonably have been aware) that such party was using the Residual Information. In connection with the Investment Business, the KPS Funds make investments in companies in the ordinary course of business and, as a result of such investments, such companies may be deemed to be affiliated or associated with the Restricted Party or the KPS Funds. In addition, certain persons that may be deemed to be affiliated with the Restricted Party or the KPS Funds represent large institutions which the Restricted Party does not control. So long comply with clause 15.1, the Buyer shall as the KPS Funds do not make any Company Group Confidential Information available soon as reasonably practicable send a written notice thereof to such portfolio companies, individuals or entitiesRestricted Party who shall remedy the non-compliance no later than ten (10) Business Days after the receipt of the notice. 15.4 In case of any non-compliance with clause 15.1, the terms of this Agreement shall not apply Buyer will in addition to such portfolio companies, individuals or entities; provided, that for remedies under Danish law be entitled to seek an injunction (in Danish “fogedforbud”) before the avoidance of doubt, Company Group Confidential Information shall not be imputed ordinary courts anywhere in the world against the Seller without having to put up any portfolio companies solely by virtue security irrespective of the fact that a director, officer or employee of the KPS Funds or their respective representatives that serves as a director (or on any other governing body) of such portfolio company has knowledge of Company Group Confidential Informationprovision for arbitration.

Restrictive Covenants. (a) Commencing Seller covenants that, commencing on the Closing Date and for a period ending on the third anniversary of eighteen (18) months following the Closing Date (the “Restricted Noncompetition Period”), the Seller shall not, and it shall cause its Affiliates not to, directly or indirectly, solicit for employmentin any capacity, offer to hireengage in or have any direct or indirect ownership interest in any business anywhere in the world which is engaged, hire either directly or enter into indirectly, in the business of developing, manufacturing, marketing or selling any employment agreement or similar arrangement with any of products manufactured using Buyer’s proprietary Diffusion Metal Oxide Semiconductor (“DMOS”) process technology (the Company Group’s senior executive employees as of the date hereof and as of the Closing (each, a “Seller Restricted PersonBusiness”); provided, . It is recognized that such prohibition shall not apply the Seller Restricted Business is expected to (i) solicitations made to be conducted throughout the public or the industry generally through advertising or electronic listing which are not specifically targeted at any such Restricted Person or (ii) the solicitation or hiring world and that more narrow geographical limitations of any Restricted Person who was nature on this non-competition covenant are therefore not otherwise employed by the Buyer or its Affiliates (including any member of the Company Group after the Closing) for six (6) months prior to such hiringappropriate. (b) The Seller Buyer covenants and agrees thatthat during the Noncompetition Period, following the Closing Date, the Seller Buyer shall not, and it shall cause its Affiliates not to, disclosedirectly or indirectly, and shall in any capacity, engage in or have any direct or indirect ownership interest in, any business anywhere in the Sponsors toworld which is engaged, treat and hold as strictly confidential, all Company Group Confidential Information. The Seller covenants and agrees to take all reasonable steps (and to cause each of its Affiliates to take all reasonable steps) to safeguard such Company Group Confidential Information and to protect it against disclosure. In the event that the Seller either directly or its Affiliates is requested or required to disclose any Company Group Confidential Information, the Seller shall or shall cause such Person to notify the Buyer promptly of the request or requirement so that the Buyer may (at Buyer’s expense) seek an appropriate protective order or waive compliance with the provisions of this Section 7.27(b). Ifindirectly, in the absence business of a protective order developing, manufacturing, marketing or selling any products which are competitive with the receipt products listed in Schedule 6.8(b)(i) that are produced by Seller using the Purchased Assets prior to the Closing, excluding specifically the products listed in Schedule 6.8(b)(ii) that are produced by Buyer prior to the Closing (the “Buyer Restricted Business”). For the purpose of a waiver hereunderclarity, the Seller business of developing, manufacturing, marketing or any of its Affiliates selling power semiconductor products is compelled to disclose any Company Group Confidential Information to any Governmental Authority, such Person may disclose the Company Group Confidential Information to the Governmental Authority; provided, that the Seller shall or shall cause such Person to use such Person’s reasonable best efforts to obtain, at the request of the Buyer and at the Buyer’s sole cost and expense, an order or other assurance that confidential treatment shall be accorded to such portion of the Company Group Confidential Information required not deemed to be disclosed as the a Buyer shall designateRestricted Business. Notwithstanding the foregoing, the provisions The noncompetition obligation of this Section 7.27(b) Buyer shall not apply to (a) products exclusively sold to Seller after the Closing. It is recognized that the Buyer Restricted Business is expected to be conducted throughout the world and that more narrow geographical limitations of any items of Company Group Confidential Information which are or which become part of the public domain other than as a direct or indirect result of disclosure in breach of nature on this Agreement by the Seller or any of its Affiliates or any Sponsor; (b) any items of Company Group Confidential Information which the Seller or the Sponsors can reasonably demonstrate were independently developed by the Seller or its Affiliates without breaching any of their obligations under this Agreement or applicable Law; (c) any items of Company Group Confidential Information which the Seller or any of its Affiliates (including the Sponsors) lawfully receives on a non-confidential basis in good faith from a third party (other than Representatives of the Company Group) which is not, to the knowledge of the Seller or the applicable Sponsor, under any contractual obligation of confidentiality, or any other legal or fiduciary obligation of confidentiality, with respect to such Company Group Confidential Information; or (d) any items of the Company Group Confidential Information approved for release by written authorization of the Buyer. Notwithstanding the foregoing or anything in this Agreement to the contrary, the Buyer acknowledges that (i) the Seller and its Affiliates, and their respective investment funds and accounts (collectively, the “KPS Funds”) and their respective employees and other representatives (collectively, the “KPS Group”) competition covenant are engaged in the business of making investments in a variety of companies at various stages of development (the “Investment Business”), (ii) in the course of carrying on the Investment Business, members of the KPS Group receive and review confidential and proprietary information from many sources, invest in many companies, and mentor, advise and otherwise interact with (including by providing individuals to serve on the boards of) investee/portfolio companies, any of which may be competitive with or otherwise adverse to the Company Group and (iii) it is therefore not the intention of the Parties that this Agreement interfere with the ability of the KPS Group to carry on the Investment Business, including the investment in entities competitive with the Buyer or the Company or its Subsidiaries; provided, that, in each case, no Company Group Confidential Information is used or disclosed in connection therewith in breach of this Agreement. The Buyer further acknowledges that certain information relating to the Company Group and their industries gained from access to the Company Group Confidential Information may not be capable of being separated from the KPS Group’s overall knowledge; therefore, provided that neither the KPS Funds nor their respective employees or other representatives disclose any Company Group Confidential Information in violation of this Agreement, the KPS Group will not be deemed to have violated this Agreement solely to the extent Residual Information is used internally in the ordinary course by the KPS Group in connection with the Investment Business. For purposes of this Agreement, “Residual Information” means any information that is retained in the unaided memories of individuals associated with the KPS Group without specific or intentional reference to written or electronic information; provided, that such individuals’ access to the Company Group Confidential Information was not in breach of this Agreement. For purposes hereunder, memory is unaided if (x) such party did not intentionally memorize or otherwise mentally retain for reference the Residual Information for the purpose of retaining it and later using it or disclosing it to a third party, and (y) at the time of such later use such party was not consciously aware (or should reasonably have been aware) that such party was using the Residual Information. In connection with the Investment Business, the KPS Funds make investments in companies in the ordinary course of business and, as a result of such investments, such companies may be deemed to be affiliated or associated with the Restricted Party or the KPS Funds. In addition, certain persons that may be deemed to be affiliated with the Restricted Party or the KPS Funds represent large institutions which the Restricted Party does not control. So long as the KPS Funds do not make any Company Group Confidential Information available to such portfolio companies, individuals or entities, the terms of this Agreement shall not apply to such portfolio companies, individuals or entities; provided, that for the avoidance of doubt, Company Group Confidential Information shall not be imputed to any portfolio companies solely by virtue of the fact that a director, officer or employee of the KPS Funds or their respective representatives that serves as a director (or on any other governing body) of such portfolio company has knowledge of Company Group Confidential Informationappropriate.

Restrictive Covenants. a) Consultant acknowledges that: i) As a result of its consultancy with the Company, Consultant has obtained and will obtain secret and confidential information concerning the Company and its subsidiaries (“Confidential Information”). Confidential Information includes all information whether of a technical, business or other nature (including, without limitation, trade secrets, recipes, know-how and information relating to the technology, customers, business plan, patents, promotional and marketing activities, finances and other business affairs) that is or may be disclosed or imparted to Consultant or that may be developed by Consultant in performance of the Services. Confidential Information also includes all information concerning any other plans for, or existence and progress of, potential business combinations, acquisitions, financings, business expansions, mergers, sales of assets, take-overs or tender offers involving the Company or its affiliates. Confidential Information may be in any format, whether written, printed, electronic, oral or in any other form or medium. ii) The Company will suffer substantial damage that will be difficult to compute if, during the period of the consultancy with the Company or thereafter, Consultant should divulge Confidential Information or compete with the Company. iii) The provisions of this Agreement are reasonable and necessary to protect the business of the Company, to protect the Company’s trade secrets and Confidential Information and to prevent loss to a competitor of a Consultant whose services are special, unique and extraordinary. b) Consultant shall not at any time, during the term of this Agreement or thereafter, divulge to any person or entity any Confidential Information obtained or learned by it as a result of its consultancy with the Company, except (i) in the course of performing its duties hereunder, (ii) with the Company’s prior written consent, (iii) to the extent that any such information is in the public domain other than as a result of Consultant’s breach of any of its obligations hereunder or (iv) where required to be disclosed by court order, subpoena or other government process. If Consultant shall be required to make disclosure pursuant to the provisions of clause (iv) of the preceding sentence, Consultant shall promptly, but in no event more than 48 hours after learning of such subpoena, court order, or other government process, notify the Company and, at the Company’s expense, Consultant shall: (a) Commencing on take all reasonably necessary and for a period lawful steps required by the Company to defend against the enforcement of eighteen such subpoena, court order or other government process, and (18b) months following permit the Closing Date Company to intervene and participate with counsel of its choice in any proceeding relating to the enforcement thereof. c) During the Term (the “Restricted Period”), Consultant, without the Seller shall not, and shall cause its Affiliates not to, directly or indirectly, solicit for employment, offer to hire, hire or enter into any employment agreement or similar arrangement with any prior written permission of the Company Group’s senior executive employees as of the date hereof and as of the Closing (eachCompany, a “Restricted Person”); provided, that such prohibition shall not apply to (i) solicitations made to be employed by, or render any services to, any person, firm or corporation engaged principally in the public beverage industry or the industry generally through advertising or electronic listing any other business which are not specifically targeted at is directly in competition with any such Restricted Person or (ii) the solicitation or hiring of any Restricted Person who was not otherwise employed “material” business conducted by the Buyer or its Affiliates (including any member of the Company Group after the Closing) for six (6) months prior to such hiring. (b) The Seller covenants and agrees that, following the Closing Date, the Seller shall not, and shall cause its Affiliates not to, disclose, and shall direct the Sponsors to, treat and hold as strictly confidential, all Company Group Confidential Information. The Seller covenants and agrees to take all reasonable steps (and to cause each of its Affiliates to take all reasonable steps) to safeguard such Company Group Confidential Information and to protect it against disclosure. In the event that the Seller or its Affiliates is requested or required to disclose any Company Group Confidential Information, the Seller shall or shall cause such Person to notify the Buyer promptly of the request or requirement so that the Buyer may (at Buyer’s expense) seek an appropriate protective order or waive compliance with the provisions of this Section 7.27(b). If, in the absence of a protective order or the receipt of a waiver hereunder, the Seller or any of its Affiliates is compelled subsidiaries at the time of termination or expiration of this Agreement (as used herein “material” means a business which generated at least 10% of the Company’s consolidated revenues for the last full fiscal year for which audited financial statements are available) in the Priority Territory (as defined in Exhibit A hereto) (“Competitive Business”); (ii) engage in any Competitive Business for his own account; (iii) be associated with or interested in any Competitive Business as an individual, partner, shareholder, creditor, director, officer, principal, agent, employee, trustee, consultant, advisor or in any other relationship or capacity; (iv) employ or retain, or have or cause any other person or entity to disclose employ or retain, any Company Group Confidential Information to any Governmental Authority, such Person may disclose person who was employed or retained by the Company Group Confidential Information while Executive was employed by the Company; or (v) solicit, interfere with, or endeavor to entice away from the Governmental Authority; providedCompany, that for the Seller shall benefit of a Competitive Business, any of its customers, suppliers or shall cause such Person to use such Person’s reasonable best efforts to obtain, at the request of the Buyer and at the Buyer’s sole cost and expense, an order or other assurance that confidential treatment shall be accorded to such portion of any persons with whom the Company Group Confidential Information required to be disclosed as the Buyer shall designatehas a contractual relationship. Notwithstanding the foregoing, nothing in this Agreement shall preclude Consultant from investing his personal assets in any manner he chooses, provided, however, that Consultant may not, during the Restricted Period, own more than 4.9% of the equity securities of any Competitive Business. Except as set forth above, Consultant is not restricted from providing services to other entities or persons. d) Consultant shall promptly return, following the termination of this Agreement or upon earlier request by the Company, all written materials in its possession and (i) supplied by the Company in conjunction with the Services under this Agreement, or (ii) generated by Consultant in the performance of the Services under this Agreement. e) Consultant shall not engage in any transaction involving the Company’s securities while in the possession of any Confidential Information prior to the time such information shall be made known to the general public. f) If Consultant commits a breach, or threatens to commit a breach, of any of the provisions of Section 4, the Company shall have the right and remedy to seek to have the provisions of this Section 7.27(b) shall not apply to (a) Consulting Agreement specifically enforced by any items of Company Group Confidential Information which are or which become part of court having equity jurisdiction, it being acknowledged and agreed by Consultant that the public domain other than as a direct or indirect result of disclosure in breach of this Agreement by the Seller or any of its Affiliates or any Sponsor; (b) any items of Company Group Confidential Information which the Seller or the Sponsors can reasonably demonstrate were independently developed by the Seller or its Affiliates without breaching any of their obligations under this Agreement or applicable Law; (c) any items of Company Group Confidential Information which the Seller or any of its Affiliates (including the Sponsors) lawfully receives on a non-confidential basis in good faith from a third party (other than Representatives of the Company Group) which is not, to the knowledge of the Seller or the applicable Sponsor, under any contractual obligation of confidentiality, or any other legal or fiduciary obligation of confidentiality, with respect to such Company Group Confidential Information; or (d) any items of the Company Group Confidential Information approved for release by written authorization of the Buyer. Notwithstanding the foregoing or anything in this Agreement to the contrary, the Buyer acknowledges that (i) the Seller and its Affiliates, and their respective investment funds and accounts (collectively, the “KPS Funds”) and their respective employees and other representatives (collectively, the “KPS Group”) are engaged in the business of making investments in a variety of companies at various stages of development (the “Investment Business”), (ii) in the course of carrying on the Investment Business, members of the KPS Group receive and review confidential and proprietary information from many sources, invest in many companies, and mentor, advise and otherwise interact with (including by providing individuals to serve on the boards of) investee/portfolio companies, any of which may be competitive with or otherwise adverse services being rendered hereunder to the Company Group are of a special, unique and (iii) it is not the intention of the Parties extraordinary character and that this Agreement interfere with the ability of the KPS Group to carry on the Investment Business, including the investment in entities competitive with the Buyer any such breach or the Company or its Subsidiaries; provided, that, in each case, no Company Group Confidential Information is used or disclosed in connection therewith in threatened breach of this Agreement. The Buyer further acknowledges that certain information relating will cause irreparable injury to the Company Group and their industries gained from access that money damages will not provide an adequate remedy to the Company. The rights and remedies enumerated in this Section 4(f) shall be in addition to, and not in lieu of, any other rights and remedies available to the Company Group Confidential Information may not be capable of being separated from the KPS Group’s overall knowledge; therefore, provided that neither the KPS Funds nor their respective employees under law or other representatives disclose any Company Group Confidential Information in violation of this Agreement, the KPS Group will not be deemed to have violated this Agreement solely to the extent Residual Information is used internally in the ordinary course by the KPS Group in connection with the Investment Business. For purposes of this Agreement, “Residual Information” means any information that is retained in the unaided memories of individuals associated with the KPS Group without specific or intentional reference to written or electronic information; provided, that such individuals’ access to the Company Group Confidential Information was not in breach of this Agreement. For purposes hereunder, memory is unaided if (x) such party did not intentionally memorize or otherwise mentally retain for reference the Residual Information for the purpose of retaining it and later using it or disclosing it to a third party, and (y) at the time of such later use such party was not consciously aware (or should reasonably have been aware) that such party was using the Residual Information. In connection with the Investment Business, the KPS Funds make investments in companies in the ordinary course of business and, as a result of such investments, such companies may be deemed to be affiliated or associated with the Restricted Party or the KPS Funds. In addition, certain persons that may be deemed to be affiliated with the Restricted Party or the KPS Funds represent large institutions which the Restricted Party does not control. So long as the KPS Funds do not make any Company Group Confidential Information available to such portfolio companies, individuals or entities, the terms of this Agreement shall not apply to such portfolio companies, individuals or entities; provided, that for the avoidance of doubt, Company Group Confidential Information shall not be imputed to any portfolio companies solely by virtue of the fact that a director, officer or employee of the KPS Funds or their respective representatives that serves as a director (or on any other governing body) of such portfolio company has knowledge of Company Group Confidential Informationequity.

Restrictive Covenants. (a) Commencing on and for Covenant Not to Compete. ----------------------- (ii) At its sole option, the Company may extend by a period of eighteen up to one year the Restricted Period applicable under Sections 7(a)(i) and (18iii) months following hereof by providing to the Closing Date (Executive the “severance payments and benefits referred to in Section 6(d)(i)-(ii) hereof for the duration of any such extended period. The Company shall notify the Executive if it wishes to exercise this option not later than 90 days prior to the expiration of the then-current Restricted Period”. (iii) During the Restricted Period, the Executive agrees to refrain from interfering with the employment relationship between the Company, its subsidiaries and its affiliates and their respective employees, members of the Company's "Affiliate Program" (as defined in the Merger Agreement) or other independent owner/operators by soliciting any of such individuals to participate in independent business ventures, and the Executive agrees to refrain from soliciting business from any client or prospective client of the Company or any of its subsidiaries or affiliates for the Executive's benefit or for any entity in which the Executive has an interest or is employed. (iv) In the event of a knowing, willful and material breach of the restrictive covenants set forth in this Section 7(a), the Seller Company shall nothave the right, in its sole discretion, and shall cause in addition to its Affiliates right of enforcement under Section 8 hereof and any other right of enforcement or recovery available to the Company at law or equity or under this Agreement, to (a) suspend or cancel the Executive's right to exercise the New Options (whether or not tothen otherwise exercisable), directly (b) suspend or indirectlycancel the Executive's pending right to receive an issuance of shares in settlement of any New Option exercise, solicit for employment, offer to hire, hire or enter into any employment agreement or similar arrangement with any and/or (c) either (1) cancel the shares issued upon exercise of the Company Group’s senior executive employees as New Options (with repayment to the Executive of the date hereof and as full purchase price paid for such shares) or (2) require the Executive to pay to the Company in cash an amount equal to the gain realized by the Executive upon exercise of the Closing (each, a “Restricted Person”)any New Option; provided, however, that such prohibition the foregoing shall not apply to (i) solicitations made to the public or the industry generally through advertising or electronic listing which are not specifically targeted at any such Restricted Person or (ii) the solicitation or hiring of any Restricted Person who was not otherwise employed by the Buyer or its Affiliates (including any member of the Company Group after the Closing) for New Options exercised more than six (6) months prior to such hiring. (b) The Seller covenants and agrees that, following the Closing Date, the Seller shall not, and shall cause its Affiliates not to, disclose, and shall direct the Sponsors to, treat and hold as strictly confidential, all Company Group Confidential Informationdate of termination of employment. The Seller covenants Company shall provide at least five days advance notice and agrees opportunity to take all reasonable steps (and to cause each of its Affiliates to take all reasonable steps) to safeguard such Company Group Confidential Information and to protect it against disclosure. In the event that the Seller or its Affiliates is requested or required to disclose any Company Group Confidential Information, the Seller shall or shall cause such Person to notify the Buyer promptly of the request or requirement so that the Buyer may (at Buyer’s expense) seek an appropriate protective order or waive compliance with the provisions of cure before exercising this Section 7.27(b). If, in the absence of a protective order or the receipt of a waiver hereunder, the Seller or any of its Affiliates is compelled to disclose any Company Group Confidential Information to any Governmental Authority, such Person may disclose the Company Group Confidential Information to the Governmental Authority; provided, that the Seller shall or shall cause such Person to use such Person’s reasonable best efforts to obtain, at the request of the Buyer and at the Buyer’s sole cost and expense, an order or other assurance that confidential treatment shall be accorded to such portion of the Company Group Confidential Information required to be disclosed as the Buyer shall designate. Notwithstanding the foregoing, the provisions of this Section 7.27(b) shall not apply to (a) any items of Company Group Confidential Information which are or which become part of the public domain other than as a direct or indirect result of disclosure in breach of this Agreement by the Seller or any of its Affiliates or any Sponsor; (b) any items of Company Group Confidential Information which the Seller or the Sponsors can reasonably demonstrate were independently developed by the Seller or its Affiliates without breaching any of their obligations under this Agreement or applicable Law; (c) any items of Company Group Confidential Information which the Seller or any of its Affiliates (including the Sponsors) lawfully receives on a non-confidential basis in good faith from a third party (other than Representatives of the Company Group) which is not, to the knowledge of the Seller or the applicable Sponsor, under any contractual obligation of confidentiality, or any other legal or fiduciary obligation of confidentiality, with respect to such Company Group Confidential Information; or (d) any items of the Company Group Confidential Information approved for release by written authorization of the Buyer. Notwithstanding the foregoing or anything in this Agreement to the contrary, the Buyer acknowledges that (i) the Seller and its Affiliates, and their respective investment funds and accounts (collectively, the “KPS Funds”) and their respective employees and other representatives (collectively, the “KPS Group”) are engaged in the business of making investments in a variety of companies at various stages of development (the “Investment Business”), (ii) in the course of carrying on the Investment Business, members of the KPS Group receive and review confidential and proprietary information from many sources, invest in many companies, and mentor, advise and otherwise interact with (including by providing individuals to serve on the boards of) investee/portfolio companies, any of which may be competitive with or otherwise adverse to the Company Group and (iii) it is not the intention of the Parties that this Agreement interfere with the ability of the KPS Group to carry on the Investment Business, including the investment in entities competitive with the Buyer or the Company or its Subsidiaries; provided, that, in each case, no Company Group Confidential Information is used or disclosed in connection therewith in breach of this Agreement. The Buyer further acknowledges that certain information relating to the Company Group and their industries gained from access to the Company Group Confidential Information may not be capable of being separated from the KPS Group’s overall knowledge; therefore, provided that neither the KPS Funds nor their respective employees or other representatives disclose any Company Group Confidential Information in violation of this Agreement, the KPS Group will not be deemed to have violated this Agreement solely to the extent Residual Information is used internally in the ordinary course by the KPS Group in connection with the Investment Business. For purposes of this Agreement, “Residual Information” means any information that is retained in the unaided memories of individuals associated with the KPS Group without specific or intentional reference to written or electronic information; provided, that such individuals’ access to the Company Group Confidential Information was not in breach of this Agreement. For purposes hereunder, memory is unaided if (x) such party did not intentionally memorize or otherwise mentally retain for reference the Residual Information for the purpose of retaining it and later using it or disclosing it to a third party, and (y) at the time of such later use such party was not consciously aware (or should reasonably have been aware) that such party was using the Residual Information. In connection with the Investment Business, the KPS Funds make investments in companies in the ordinary course of business and, as a result of such investments, such companies may be deemed to be affiliated or associated with the Restricted Party or the KPS Funds. In addition, certain persons that may be deemed to be affiliated with the Restricted Party or the KPS Funds represent large institutions which the Restricted Party does not control. So long as the KPS Funds do not make any Company Group Confidential Information available to such portfolio companies, individuals or entities, the terms of this Agreement shall not apply to such portfolio companies, individuals or entities; provided, that for the avoidance of doubt, Company Group Confidential Information shall not be imputed to any portfolio companies solely by virtue of the fact that a director, officer or employee of the KPS Funds or their respective representatives that serves as a director (or on any other governing body) of such portfolio company has knowledge of Company Group Confidential Informationright.

Restrictive Covenants. 8.1 The Seller covenants with the Purchaser that it shall not (aand it shall procure that each other member of the Seller Group shall not) Commencing on and for a period of eighteen (18) months following 2 years after Completion carry on or be engaged in or be concerned or interested in any business whose principal business is the Closing Date (manufacture, sale or distribution of standalone dry, individual, quick frozen or 'ready to heat' regular, parboiled, basmati, jasmine or wild rice in any territory which the “Restricted Period”)Target Group Entities currently sell standalone dry, individual quick frozen or 'ready to heat' regular, parboiled, basmati, jasmine or wild rice, save if, and only to the extent that, the Seller Group carries on or is engaged in or is concerned or interested in or has relevant product lines in any such business (excluding the Target Group Entities) as at the Completion Date, including any natural and/or planned and documented progression thereof. 8.2 The Seller covenants with the Purchaser that it shall not (and it shall procure that each other member of the Seller Group shall not) for a period of 2 years after Completion approach, and shall cause its Affiliates not tocanvass, directly solicit, engage or indirectly, solicit for employment, offer to hire, hire or enter into employ any employment agreement or similar arrangement with any of the Company Group’s senior executive employees as of the date hereof and as of the Closing (each, a “Restricted Person”); provided, that such prohibition shall not apply to (i) solicitations made to the public or the industry generally through advertising or electronic listing which are not specifically targeted person who at any such Restricted Person or time during the period of six months ending on the Completion Date was: (iia) the solicitation or hiring a director of any Restricted Person who was not otherwise employed by the Buyer or its Affiliates Target Group Entity; or (including b) a Senior Employee. 8.3 Nothing in clause 8.2 shall prohibit any member of the Company Seller Group after from employing any person who responds to a recruitment advertisement or whose employment with the ClosingPurchaser Group has been terminated, provided that such response or termination was not solicited or induced directly or indirectly by that member of the Seller Group. 8.4 The Seller covenants with the Purchaser that it shall not (and it shall procure that each other member of the Seller Group shall not): (a) for six a period of 2 years after Completion: (6i) months entice or endeavour to entice any contractor or supplier to breach its contract for services with any Target Group Entity; or (ii) do or say anything with the deliberate intention of leading any customer or supplier of the Business representing more than 5% of sales or supplies (as the case may be) to any of the Target Group Entities during the 12 month period immediately prior to such hiring.Completion to withdraw from or cease to do business with, or to materially reduce the amount of business it transacts with, or adversely change in any material respect the terms on which it does business with any Target Group Entity; and (b) for period of 10 years after Completion do or say anything which is intended to damage the goodwill or reputation of any Target Group Entity. 8.5 The Seller covenants and agrees that, following the Closing Date, the Seller shall not, and shall cause its Affiliates not to, disclose, and shall direct the Sponsors to, treat and hold as strictly confidential, all Company Group Confidential Information. The Seller covenants and agrees to take all reasonable steps (and to cause each of its Affiliates to take all reasonable steps) to safeguard such Company Group Confidential Information and to protect it against disclosure. In the event that the Seller or its Affiliates restrictions contained in this clause 8 are no greater than is requested or required to disclose any Company Group Confidential Information, reasonable and necessary for the Seller shall or shall cause such Person to notify the Buyer promptly protection of the request interest of the Purchaser but if any such restrictions shall be held to be void but would be valid if deleted in part or requirement so that the Buyer may (at Buyer’s expense) seek an appropriate protective order or waive compliance with the provisions of this Section 7.27(b). If, reduced in the absence of a protective order or the receipt of a waiver hereunder, the Seller or any of its Affiliates is compelled to disclose any Company Group Confidential Information to any Governmental Authorityapplication, such Person may disclose the Company Group Confidential Information to the Governmental Authority; provided, that the Seller undertaking shall apply with such deletion or shall cause such Person to use such Person’s reasonable best efforts to obtain, at the request of the Buyer and at the Buyer’s sole cost and expense, an order or other assurance that confidential treatment shall be accorded to such portion of the Company Group Confidential Information required to be disclosed modification as the Buyer shall designate. Notwithstanding the foregoing, the provisions of this Section 7.27(b) shall not apply to (a) any items of Company Group Confidential Information which are or which become part of the public domain other than as a direct or indirect result of disclosure in breach of this Agreement by the Seller or any of its Affiliates or any Sponsor; (b) any items of Company Group Confidential Information which the Seller or the Sponsors can reasonably demonstrate were independently developed by the Seller or its Affiliates without breaching any of their obligations under this Agreement or applicable Law; (c) any items of Company Group Confidential Information which the Seller or any of its Affiliates (including the Sponsors) lawfully receives on a non-confidential basis in good faith from a third party (other than Representatives of the Company Group) which is not, to the knowledge of the Seller or the applicable Sponsor, under any contractual obligation of confidentiality, or any other legal or fiduciary obligation of confidentiality, with respect to such Company Group Confidential Information; or (d) any items of the Company Group Confidential Information approved for release by written authorization of the Buyer. Notwithstanding the foregoing or anything in this Agreement to the contrary, the Buyer acknowledges that (i) the Seller and its Affiliates, and their respective investment funds and accounts (collectively, the “KPS Funds”) and their respective employees and other representatives (collectively, the “KPS Group”) are engaged in the business of making investments in a variety of companies at various stages of development (the “Investment Business”), (ii) in the course of carrying on the Investment Business, members of the KPS Group receive and review confidential and proprietary information from many sources, invest in many companies, and mentor, advise and otherwise interact with (including by providing individuals to serve on the boards of) investee/portfolio companies, any of which may be competitive with or otherwise adverse necessary to the Company Group make it valid and (iii) it is not the intention of the Parties that this Agreement interfere with the ability of the KPS Group to carry on the Investment Business, including the investment in entities competitive with the Buyer or the Company or its Subsidiaries; provided, that, in each case, no Company Group Confidential Information is used or disclosed in connection therewith in breach of this Agreement. The Buyer further acknowledges that certain information relating to the Company Group and their industries gained from access to the Company Group Confidential Information may not be capable of being separated from the KPS Group’s overall knowledge; therefore, provided that neither the KPS Funds nor their respective employees or other representatives disclose any Company Group Confidential Information in violation of this Agreement, the KPS Group will not be deemed to have violated this Agreement solely to the extent Residual Information is used internally in the ordinary course by the KPS Group in connection with the Investment Business. For purposes of this Agreement, “Residual Information” means any information that is retained in the unaided memories of individuals associated with the KPS Group without specific or intentional reference to written or electronic information; provided, that such individuals’ access to the Company Group Confidential Information was not in breach of this Agreement. For purposes hereunder, memory is unaided if (x) such party did not intentionally memorize or otherwise mentally retain for reference the Residual Information for the purpose of retaining it and later using it or disclosing it to a third party, and (y) at the time of such later use such party was not consciously aware (or should reasonably have been aware) that such party was using the Residual Information. In connection with the Investment Business, the KPS Funds make investments in companies in the ordinary course of business and, as a result of such investments, such companies may be deemed to be affiliated or associated with the Restricted Party or the KPS Funds. In addition, certain persons that may be deemed to be affiliated with the Restricted Party or the KPS Funds represent large institutions which the Restricted Party does not control. So long as the KPS Funds do not make any Company Group Confidential Information available to such portfolio companies, individuals or entities, the terms of this Agreement shall not apply to such portfolio companies, individuals or entities; provided, that for the avoidance of doubt, Company Group Confidential Information shall not be imputed to any portfolio companies solely by virtue of the fact that a director, officer or employee of the KPS Funds or their respective representatives that serves as a director (or on any other governing body) of such portfolio company has knowledge of Company Group Confidential Informationenforceable.

Restrictive Covenants. (a) Commencing The Seller agrees that, for the period commencing on and for a period of eighteen (18) months following the Closing Date and expiring on the third (the “Restricted Period”), the Seller shall not, and shall cause its Affiliates not to, directly or indirectly, solicit for employment, offer to hire, hire or enter into any employment agreement or similar arrangement with any of the Company Group’s senior executive employees as of the date hereof and as 3rd) anniversary of the Closing (eachDate, a “Restricted Person”); provided, that such prohibition shall not apply to neither it nor any of its Subsidiaries will (i) solicitations made to the public solicit for employment or the industry generally through advertising or electronic listing which are not specifically targeted at any such Restricted Person similar arrangement any Continuing Employee or (ii) the solicitation hire or assist any other Person in hiring of any Restricted Person who was not otherwise employed by the Buyer or its Affiliates (including any member of the Company Group after the Closing) for six (6) months prior to such hiring. (b) The Seller covenants and agrees that, following the Closing Date, the Seller shall not, and shall cause its Affiliates not to, disclose, and shall direct the Sponsors to, treat and hold as strictly confidential, all Company Group Confidential Information. The Seller covenants and agrees to take all reasonable steps (and to cause each of its Affiliates to take all reasonable steps) to safeguard such Company Group Confidential Information and to protect it against disclosure. In the event that the Seller or its Affiliates is requested or required to disclose any Company Group Confidential Information, the Seller shall or shall cause such Person to notify the Buyer promptly of the request or requirement so that the Buyer may (at Buyer’s expense) seek an appropriate protective order or waive compliance with the provisions of this Section 7.27(b). If, in the absence of a protective order or the receipt of a waiver hereunder, the Seller or any of its Affiliates is compelled to disclose any Company Group Confidential Information to any Governmental Authority, such Person may disclose the Company Group Confidential Information to the Governmental AuthorityContinuing Employee; provided, however, that the Seller shall or shall cause such Person to use such Person’s reasonable best efforts to obtain, at the request of the Buyer and at the Buyer’s sole cost and expense, an order or other assurance that confidential treatment shall be accorded to such portion of the Company Group Confidential Information required to be disclosed as the Buyer shall designate. Notwithstanding the foregoing, the provisions of this Section 7.27(b6.6(a) shall not (x) apply to (a) any items of Company Group Confidential Information which are or which become part of Continuing Employees whose employment with the public domain other than as a direct or indirect result of disclosure in breach of this Agreement by the Seller or any of its Affiliates or any Sponsor; (b) any items of Company Group Confidential Information which the Seller or the Sponsors can reasonably demonstrate were independently developed by the Seller or its Affiliates without breaching any of their obligations under this Agreement or applicable Law; (c) any items of Company Group Confidential Information which the Seller Purchaser or any of its Affiliates (including the SponsorsCompany) lawfully receives is terminated by the Purchaser or its applicable Affiliate without cause or is terminated by the employee for good reason or (y) prohibit general solicitations by the Seller for employment through advertisements or other means or engaging search firms for such purposes that are not specifically targeted or directed at Continuing Employees, so long as (A) with respect to Continuing Employees in the categories set forth in Schedule 6.6, during the three (3) year period after the Closing Date and (B) with respect to all other Continuing Employees, during the one (1) year period after the Closing Date, the Seller and its Affiliates shall not hire or retain such Continuing Employees who respond to such general advertisement or solicitations for employment or from such search firm. (b) The Seller agrees that, for the period commencing on a non-confidential basis in good faith from a third party the Closing Date and expiring on the fourth (other than Representatives 4th) anniversary of the Company GroupClosing Date, neither it nor any of its Subsidiaries will engage, directly or indirectly, in any Restricted Activity. For the purposes of this Agreement, a Person shall be deemed to engage in a “Restricted Activity” if such Person owns, operates, manages, controls, engages in, participates in, invests in, permits such Person’s name to be used by, or acts as a consultant, advisor or licensor to a business that engages in the Ongoing Business. For the avoidance of doubt, none of (1) which is notReal Money Gaming, to the knowledge (2) any activity of the Seller and its Subsidiaries for which the customer cannot pay, barter or the applicable Sponsor, under any contractual obligation of confidentiality, otherwise transfer cash or any other legal or fiduciary obligation of confidentiality, cash equivalents with respect to such Company Group Confidential Information; or activity, (d3) any items activity of the Company Group Confidential Information approved for release by written authorization of the Buyer. Notwithstanding the foregoing or anything in this Agreement to the contrary, the Buyer acknowledges that (i) the Seller and its AffiliatesSubsidiaries related to live or replayed historical horse races or virtual horse races through any medium, or (4) the Seller’s and their respective investment funds and accounts (collectively, the “KPS Funds”) and their respective employees and other representatives (collectively, the “KPS Group”) are engaged its Subsidiaries’ continued participation in the its business of making investments in a variety of companies at various stages of development (the “Investment Business”), (ii) in the course of carrying on the Investment Business, members operations existing as of the KPS Group receive and review confidential and proprietary information from many sources, invest in many companies, and mentor, advise and otherwise interact with (including by providing individuals to serve on the boards of) investee/portfolio companies, any date of which may be competitive with or otherwise adverse to the Company Group and (iii) it is not the intention of the Parties that this Agreement interfere with (other than the ability of the KPS Group to carry on the Investment Business) shall constitute, including the investment in entities competitive with the Buyer or the Company or its Subsidiaries; provided, that, in each case, no Company Group Confidential Information is used or disclosed in connection therewith in breach of this Agreement. The Buyer further acknowledges that certain information relating to the Company Group and their industries gained from access to the Company Group Confidential Information may not be capable of being separated from the KPS Group’s overall knowledge; therefore, provided that neither the KPS Funds nor their respective employees or other representatives disclose any Company Group Confidential Information in violation of this Agreement, the KPS Group will not be deemed to have violated this Agreement solely to the extent Residual Information is used internally in the ordinary course by the KPS Group in connection with the Investment Businessconstitute, a Restricted Activity. For purposes of this Agreement, “Residual InformationReal Money Gaming” means any information wagering activity in any form (including poker, slot machine or casino table games, lottery, sports betting, sports wagering, bingo, fantasy sports (season-long and daily), pari-mutuel wagering in any form, skill-based games or any other wagering activity or through any medium (including land-based, mobile-based or internet) that provides to a player engaging in such wagering activity the opportunity to receive the payment of cash or anything else that can be redeemed for cash or cash equivalents (e.g., vouchers for future ▇▇▇▇▇▇ or other complimentary non-virtual goods or services)). Notwithstanding the foregoing, nothing in this Section 6.6(b) shall prohibit the Seller or any of its Affiliates from (i) being a passive owner of less than five percent (5%) of the outstanding shares of a publicly traded company that, directly or indirectly, engages in a Restricted Activity, (ii) a business activity that is retained carried on by any third Person that is acquired by or combined with the Seller or any of its Affiliates after the date hereof (whether through a merger, consolidation, acquisition or other business combination), and after such acquisition or combination, owning an interest in any other Person (or its successor) that is engaged, directly or indirectly, in the unaided memories Ongoing Business if such business generated less than ten percent (10%) of individuals associated such Person’s aggregate consolidated EBITDA in the last completed fiscal year prior to such acquisition or combination, (iii) engaging in any business activity that would otherwise violate this Section 6.6(b) that is acquired from any Person (an “After-Acquired Business”) or is carried on by any Person that is acquired by or combined with the KPS Group without specific Seller or intentional reference one of its Subsidiaries in each case after the Closing Date (an “After-Acquired Company”), so long as within one hundred and eighty (180) days after such acquisition of the After-Acquired Business or the After-Acquired Company, the Seller or the applicable Subsidiary signs a definitive agreement to written or electronic information; provided, that such individuals’ access to the Company Group Confidential Information was not in breach of this Agreement. For purposes hereunder, memory is unaided if (x) such party did not intentionally memorize or otherwise mentally retain for reference the Residual Information for the purpose of retaining it and later using it or disclosing it to a third partydivest, and within one hundred and eighty (y180) days after signing such definitive agreement, subsequently divests, the relevant portion of the business or securities of the After-Acquired Business or the After-Acquired Company, or at the time expiration of such later use such party was not consciously aware first one hundred and eighty (180) days period, the business of the After-Acquired Business or should reasonably have been awarethe After-Acquired Company complies with this Section 6.6(b), (iv) entering into any joint venture with any Person that such party was using is engaged, directly or indirectly, in the Residual Information. In connection with the Investment Ongoing Business, the KPS Funds make investments in companies in the ordinary course of business and, as a result of such investments, such companies may be deemed to be affiliated or associated with the Restricted Party or the KPS Funds. In addition, certain persons that may be deemed to be affiliated with the Restricted Party or the KPS Funds represent large institutions which the Restricted Party does not control. So so long as the KPS Funds joint venture does not engage in the Ongoing Business, (v) subject to clause (i) above, making any equity investment in any Person (A) in which the Seller and its Affiliates collectively hold not more than ten percent (10%) of the outstanding voting securities or similar equity interests or (B) in which the aggregate annual EBITDA from the Ongoing Business of the entity in which the equity is held is less than $5,000,000, in each case where the Seller and its Affiliates do not make have an active role in the management of the day-to-day operations of the business conducted by such entity or (vi) distributing, marketing or selling any products or services, other than products or services of the Company Group Confidential Information available to such portfolio companiesor products or services described in clauses (ii) and (iii) of the definition of “Ongoing Business” herein, individuals that are being distributed, marketed or entities, sold by the terms Seller or its Affiliates (other than the Company and its Subsidiaries) as of the date of this Agreement shall and any products or services developed in the future by the Seller or such Affiliates derived therefrom or that are natural extensions thereof; provided that such future developed products or services are not apply to such portfolio companies, individuals or entities; provided, that for the avoidance of doubt, Company Group Confidential Information shall not be imputed to any portfolio companies solely by virtue of the fact that a director, officer type developed or employee exploited by the Company as of the KPS Funds date of this Agreement or their respective representatives that serves as a director described in clauses (or on any other governing bodyii) and (iii) of such portfolio company has knowledge the definition of Company Group Confidential Information“Ongoing Business” herein.

Restrictive Covenants. Each of the Seller Parties, for itself and on behalf of its Affiliates, covenants and agrees as follows: (a) Commencing For the period commencing on the date hereof and terminating on the 2nd anniversary of the Closing Date, neither RSG nor any Seller nor any of their respective Affiliates (other than the Company) will (i) solicit any municipal solid waste disposal business from any ▇▇▇▇▇▇▇▇ Disposal Accounts or (ii) solicit from any counterparty to a Landfill Operating Contract or Government Contract, the disposal services provided by the Company under such Contract, provided, however, that, subject to Section 6.12(b) below, the foregoing restrictions set forth in this Section 6.12 shall not prohibit RSG, any Seller or any of their Affiliates from (A) accepting disposal business from customers willing to pay the posted gate disposal fees (without providing any broker, trucking or other refund, deduction, credit or discount of any kind), (B) responding to, or executing a contract with any customer solicited through, a request for proposals or other bidding process (whether public or private), (C) responding to inquiries or solicitations made by any customers (including pricing inquiries) and providing disposal services to the customers that are derived as a result of such inquiries or solicitations, or (D) continuing to do business with any customers of RSG, any Seller or any of their Affiliates at locations not included in the ▇▇▇▇▇▇▇▇ Company Assets, so long as such business does not include the solicitation of any business included in the ▇▇▇▇▇▇▇▇ Disposal Accounts as of the date hereof. (b) Notwithstanding anything to the contrary set forth in Section 6.12(a) above, for the period commencing on the date hereof and terminating on the 1st anniversary of eighteen (18the Closing Date, RSG, Sellers and their respective Affiliates agree not to accept any municipal solid waste disposal business from any ▇▇▇▇▇▇▇▇ Disposal Accounts; provided, however, that the foregoing restriction set forth in this Section 6.12(b) months shall not prohibit RSG, any Seller or any Affiliate from accepting disposal business in the event that the customer with respect to such ▇▇▇▇▇▇▇▇ Disposal Account asserts that any of the key disposal terms offered by the Company, Buyer or their Affiliates to such ▇▇▇▇▇▇▇▇ Disposal Account following the Closing are materially less favorable than the disposal terms in existence as of the Closing Date with respect to such ▇▇▇▇▇▇▇▇ Disposal Account; provided further, however, that the foregoing restrictions set forth in this Section 6.12(b) shall not prohibit RSG, any Seller or any Affiliate from (i) accepting disposal business from customers willing to pay the “Restricted Period”posted gate disposal fees (without providing any broker, trucking or other refund, deduction, credit or discount of any kind), the Seller shall not, and shall cause its Affiliates not (ii) responding to, directly or indirectly, solicit for employment, offer to hire, hire or enter into any employment agreement or similar arrangement executing a contract with any customer solicited through, a request for proposals or other bidding process (public but not private), or (iii) continuing to do business with any existing customers of RSG, any Seller or any of their Affiliates at locations not included in the ▇▇▇▇▇▇▇▇ Company Assets, so long as such business does not include the solicitation or acceptance of any business included in the ▇▇▇▇▇▇▇▇ Disposal Accounts as of the Company Group’s senior executive employees date hereof. For purposes of clarifying clause (iii) above, contracts in place as of the date hereof and as with existing customers of the Closing (eachRSG, a “Restricted Person”); provided, that such prohibition any Seller or their Affiliates shall not apply to (i) solicitations made to the public or the industry generally through advertising or electronic listing which are not specifically targeted at any such Restricted Person or (ii) the be considered a solicitation or hiring acceptance of any Restricted Person who was not otherwise employed by the Buyer or its Affiliates (including any member of the Company Group after the Closing) for six (6) months prior to such hiringexisting ▇▇▇▇▇▇▇▇ Disposal Account business. (bc) The Seller covenants In addition to any other rights or remedies available to Buyer Parties pursuant to this Agreement or any other agreement, at law or in equity, Buyer Parties shall be entitled to injunctive relief requiring specific performance by Sellers and agrees that, following the Closing Date, the Seller shall not, and shall cause its their Affiliates not to, disclose, and shall direct the Sponsors to, treat and hold as strictly confidential, all Company Group Confidential Information. The Seller covenants and agrees to take all reasonable steps (and to cause each of its Affiliates to take all reasonable steps) to safeguard such Company Group Confidential Information and to protect it against disclosure. In the event that the Seller or its Affiliates is requested or required to disclose any Company Group Confidential Information, the Seller shall or shall cause such Person to notify the Buyer promptly of the request or requirement so that the Buyer may (at Buyer’s expense) seek an appropriate protective order or waive compliance with the provisions of this Section 7.27(b). Ifand each Seller, in the absence of a protective order or the receipt of a waiver hereunder, the Seller or any of its Affiliates is compelled to disclose any Company Group Confidential Information to any Governmental Authority, such Person may disclose the Company Group Confidential Information to the Governmental Authority; provided, that the Seller shall or shall cause such Person to use such Person’s reasonable best efforts to obtain, at the request of the Buyer and at the Buyer’s sole cost and expense, an order or other assurance that confidential treatment shall be accorded to such portion of the Company Group Confidential Information required to be disclosed as the Buyer shall designate. Notwithstanding the foregoing, the provisions of this Section 7.27(b) shall not apply to (a) any items of Company Group Confidential Information which are or which become part of the public domain other than as a direct or indirect result of disclosure in breach of this Agreement by the Seller or any of its Affiliates or any Sponsor; (b) any items of Company Group Confidential Information which the Seller or the Sponsors can reasonably demonstrate were independently developed by the Seller or its Affiliates without breaching any of their obligations under this Agreement or applicable Law; (c) any items of Company Group Confidential Information which the Seller or any of its Affiliates (including the Sponsors) lawfully receives on a non-confidential basis in good faith from a third party (other than Representatives of the Company Group) which is not, to the knowledge of the Seller or the applicable Sponsor, under any contractual obligation of confidentiality, or any other legal or fiduciary obligation of confidentiality, with respect to such Company Group Confidential Information; or (d) any items of the Company Group Confidential Information approved for release by written authorization of the Buyer. Notwithstanding the foregoing or anything in this Agreement to the contrary, the Buyer acknowledges that (i) the Seller itself and its Affiliates, consents to the entry thereof. (d) The Seller Parties and their respective investment funds Buyer Parties acknowledge that the intent of this Section 6.12 is to impose the same restrictions, limitations, conditions and accounts (collectively, the “KPS Funds”) and their respective employees and other representatives (collectively, the “KPS Group”) are engaged in the business of making investments in a variety of companies at various stages of development (the “Investment Business”), (ii) in the course of carrying on the Investment Business, members exceptions that would apply pursuant to Section 6.20 of the KPS Group receive and review confidential and proprietary information from many sources, invest in many companies, and mentor, advise and otherwise interact with (including by providing individuals to serve on Asset Purchase Agreement if the boards of) investee/portfolio companies, any of which may be competitive with or otherwise adverse to ▇▇▇▇▇▇▇▇ Company Assets were being sold under the Company Group and (iii) it is not the intention of the Parties that this Agreement interfere with the ability of the KPS Group to carry on the Investment Business, including the investment in entities competitive with the Buyer or the Company or its Subsidiaries; provided, that, in each case, no Company Group Confidential Information is used or disclosed in connection therewith in breach of this Asset Purchase Agreement. The Buyer further acknowledges that certain information relating to the Company Group and their industries gained from access to the Company Group Confidential Information may not be capable of being separated from the KPS Group’s overall knowledge; therefore, provided that neither the KPS Funds nor their respective employees or other representatives disclose any Company Group Confidential Information in violation of this Agreement, the KPS Group will not be deemed to have violated this Agreement solely to the extent Residual Information is used internally in the ordinary course by the KPS Group in connection with the Investment Business. For purposes of this Agreement, “Residual Information” means any information that is retained in the unaided memories of individuals associated with the KPS Group without specific or intentional reference to written or electronic information; provided, that such individuals’ access to the Company Group Confidential Information was not in breach of this Agreement. For purposes hereunder, memory is unaided if (x) such party did not intentionally memorize or otherwise mentally retain for reference the Residual Information for the purpose of retaining it and later using it or disclosing it to a third party, and (y) at the time of such later use such party was not consciously aware (or should reasonably have been aware) that such party was using the Residual Information. In connection with the Investment Business, the KPS Funds make investments in companies in the ordinary course of business and, as a result of such investments, such companies may be deemed to be affiliated or associated with the Restricted Party or the KPS Funds. In addition, certain persons that may be deemed to be affiliated with the Restricted Party or the KPS Funds represent large institutions which the Restricted Party does not control. So long as the KPS Funds do not make any Company Group Confidential Information available to such portfolio companies, individuals or entities, the terms of this Agreement shall not apply to such portfolio companies, individuals or entities; provided, that for the avoidance of doubt, Company Group Confidential Information shall not be imputed to any portfolio companies solely by virtue of the fact that a director, officer or employee of the KPS Funds or their respective representatives that serves as a director (or on any other governing body) of such portfolio company has knowledge of Company Group Confidential Information.

Restrictive Covenants. (a1) Commencing on and for a period of eighteen (18) months following the Closing Date (the “Restricted Period”), the Seller shall not, and shall cause its Affiliates not to, directly or indirectly, solicit for employment, offer to hire, hire or enter into any employment agreement or similar arrangement with any of the Company Group’s senior executive employees as of the date hereof and as of the Closing (each, a “Restricted Person”); provided, that such prohibition shall not apply to (i) solicitations made to the public or the industry generally through advertising or electronic listing which are not specifically targeted at any such Restricted Person or (ii) the solicitation or hiring of any Restricted Person who was not otherwise employed by the Buyer or its Affiliates (including any member of the Company Group after the Closing) for six (6) months prior to such hiring. (b) The Seller Parent hereby covenants and agrees that, following from and after the Closing Date and continuing for a period of five (5) years from the Closing Date, the neither Seller shall not, and shall cause its Affiliates not to, disclose, and shall direct the Sponsors to, treat and hold as strictly confidential, all Company Group Confidential Information. The Seller covenants and agrees to take all reasonable steps (and to cause each Parent nor any of its respective Affiliates to take all reasonable stepsshall do any one or more of the following, directly or indirectly: (a) to safeguard such Company Group Confidential Information and to protect it against disclosure. In engage or participate, anywhere in the event world, as an owner, partner, member, shareholder, director, employee, independent contractor, agent, adviser, consultant, joint venturer or (without limitation by the specific enumeration of the foregoing) otherwise, in any business that is competitive with the Purchased Assets; provided, however, that nothing contained herein shall restrict any of Seller Parent or its Affiliates is requested from owning five percent (5%) or required less of the equity securities of any publicly-traded corporation in competition with the Purchased Assets; (b) canvass or solicit the business of, or procure or assist the canvassing or soliciting of the business of, any Person that has been a customer, supplier, distributor, licensor, licensee or any other business (the “Subject Parties”) in relation to disclose the Purchased Assets within the past twelve (12) months; provided, however, that nothing contained herein shall restrict any Company Group Confidential Informationof Seller Parent or its Affiliates from canvassing or soliciting the business of, or procuring or assisting the canvassing or soliciting of the business of, the Subject Parties in respect of matters which do not relate specifically to the Purchased Assets (including, without limitation, matters relating to the Pre-Closing Transferred Assets and the Pre- Closing Transferred Liabilities); and (c) make (or cause to be made) to any Person any statement that Seller shall Parent or shall cause such Person its Affiliates thereof knows to notify be, or that would reasonably be understood to be, disparaging or derogatory or otherwise negative or false concerning the Buyer promptly Purchased Corporations or the Purchased Assets. (2) Seller Parent hereby acknowledges that it will receive an immediate and direct benefit on the Closing Date from the consummation of the request or requirement so that the Buyer may (at Buyer’s expense) seek an appropriate protective order or waive compliance with the provisions of transactions contemplated by this Section 7.27(b). IfAgreement, in the absence of a protective order or including the receipt of a waiver hereunder, the Seller or any of its Affiliates is compelled to disclose any Company Group Confidential Information to any Governmental Authority, such Person may disclose the Company Group Confidential Information to the Governmental Authority; provided, that the Seller shall or shall cause such Person to use such Person’s reasonable best efforts to obtain, at the request of the Buyer and at the Buyer’s sole cost and expense, an order or other assurance that confidential treatment shall be accorded to such portion of the Company Group Confidential Information required to be disclosed as the Buyer shall designate. Notwithstanding the foregoing, the provisions of this Section 7.27(b) shall not apply to (a) any items of Company Group Confidential Information which are or which become part of the public domain other than significant monetary proceeds as a direct or indirect result of disclosure such transactions. The parties hereto agree that the covenants set forth in breach of this Agreement by the Seller or any of its Affiliates or any Sponsor; (b) any items of Company Group Confidential Information which the Seller or the Sponsors can reasonably demonstrate were independently developed by the Seller or its Affiliates without breaching any of their obligations under this Agreement or applicable Law; (c) any items of Company Group Confidential Information which the Seller or any of its Affiliates (including the Sponsors) lawfully receives on a non-confidential basis in good faith from a third party (other than Representatives of the Company Group) which is not, to the knowledge of the Seller or the applicable Sponsor, under any contractual obligation of confidentiality, or any other legal or fiduciary obligation of confidentiality, Section 9.6 are reasonable with respect to such Company Group Confidential Information; their duration, geographical area, and scope. It is the intent and understanding of each party hereto that if, in any Action before any court or (d) other Governmental Authority legally empowered to enforce this Section 9.6, any items of the Company Group Confidential Information approved for release by written authorization of the Buyer. Notwithstanding the foregoing term, restriction, covenant or anything promise in this Agreement Section 9.6 is found to the contrarybe unreasonable and for that reason unenforceable, the Buyer acknowledges that (i) the Seller and its Affiliatesthen such term, and their respective investment funds and accounts (collectivelyrestriction, the “KPS Funds”) and their respective employees and other representatives (collectively, the “KPS Group”) are engaged in the business of making investments in a variety of companies at various stages of development (the “Investment Business”), (ii) in the course of carrying on the Investment Business, members of the KPS Group receive and review confidential and proprietary information from many sources, invest in many companies, and mentor, advise and otherwise interact with (including by providing individuals to serve on the boards of) investee/portfolio companies, any of which may be competitive with covenant or otherwise adverse to the Company Group and (iii) it is not the intention of the Parties that this Agreement interfere with the ability of the KPS Group to carry on the Investment Business, including the investment in entities competitive with the Buyer or the Company or its Subsidiaries; provided, that, in each case, no Company Group Confidential Information is used or disclosed in connection therewith in breach of this Agreement. The Buyer further acknowledges that certain information relating to the Company Group and their industries gained from access to the Company Group Confidential Information may not be capable of being separated from the KPS Group’s overall knowledge; therefore, provided that neither the KPS Funds nor their respective employees or other representatives disclose any Company Group Confidential Information in violation of this Agreement, the KPS Group will not promise shall be deemed to have violated this Agreement solely modified to the extent Residual Information is used internally in the ordinary course necessary to make it enforceable by the KPS Group in connection with the Investment Business. For purposes of this Agreement, “Residual Information” means any information that is retained in the unaided memories of individuals associated with the KPS Group without specific such court or intentional reference to written or electronic information; provided, that such individuals’ access to the Company Group Confidential Information was not in breach of this Agreement. For purposes hereunder, memory is unaided if (x) such party did not intentionally memorize or otherwise mentally retain for reference the Residual Information for the purpose of retaining it and later using it or disclosing it to a third party, and (y) at the time of such later use such party was not consciously aware (or should reasonably have been aware) that such party was using the Residual Information. In connection with the Investment Business, the KPS Funds make investments in companies in the ordinary course of business and, as a result of such investments, such companies may be deemed to be affiliated or associated with the Restricted Party or the KPS Funds. In addition, certain persons that may be deemed to be affiliated with the Restricted Party or the KPS Funds represent large institutions which the Restricted Party does not control. So long as the KPS Funds do not make any Company Group Confidential Information available to such portfolio companies, individuals or entities, the terms of this Agreement shall not apply to such portfolio companies, individuals or entities; provided, that for the avoidance of doubt, Company Group Confidential Information shall not be imputed to any portfolio companies solely by virtue of the fact that a director, officer or employee of the KPS Funds or their respective representatives that serves as a director (or on any other governing body) of such portfolio company has knowledge of Company Group Confidential InformationGovernmental Authority.

Restrictive Covenants. (a) Commencing Seller hereby agrees that during the period beginning on the Closing Date and for a period of eighteen ending five (185) months following years after the Closing Date (the “Restricted Restrictive Period”), it shall not, directly or indirectly, hire, solicit or induce or attempt to hire, solicit or induce any employees of Seller who accept employment with Purchaser at the Closing to terminate their employment, representation or other association with Purchaser or its Affiliates, except that it shall not be a violation of this Section 8.6(a) to make any general solicitation which is not directed specifically to any such employees. Seller further agrees that during the Restricted Period Seller shall not, and shall not permit any of its Affiliates or principal stockholders to, directly or indirectly, in any capacity: (i) engage in or assist others in engaging in developing, licensing, selling, reselling, maintaining, implementing, or providing training, support or any services related to, products or services that are substantially the same as or otherwise compete with the Business (the “Restricted Business”) anywhere in the world, or (ii) have an interest in any Person that engages in a Restricted Business anywhere in the world. If it is judicially determined that Seller has violated its obligations under this Section 8.6(a), then the Restricted Period automatically will be extended by a period of time equal in length to the period during which such violation or violations occurred. (b) Seller acknowledges that from and after the Closing Date, all information of Seller pertaining to the Purchased Assets (including customer lists) which relates to the operation of the Business and not generally known to the public and is held by Seller prior to the Closing Date (the “Confidential Information”) is the property of Purchaser. Therefore, from and after the Closing, Seller shall not, and shall cause its Affiliates Affiliates, employees, consultants, representatives, and agents not to, directly or indirectly, solicit for employment, offer to hire, hire or enter into any employment agreement or similar arrangement with any of the Company Group’s senior executive employees as of the date hereof and as of the Closing (each, a “Restricted Person”); provided, that such prohibition shall not apply to : (i) solicitations made disclose any Confidential Information without the prior written consent of Purchaser unless and except to the public extent that such disclosure is required by any subpoena or the industry generally through advertising other legal process (in which event Seller will give Purchaser prompt notice of such subpoena or electronic listing which are not specifically targeted at any such Restricted Person other legal process in order to permit Purchaser to seek appropriate protective orders) or (ii) use any Confidential Information for its own account without the solicitation prior written consent of Purchaser. Absent Purchaser’s prior written agreement to the contrary, Seller shall deliver, or hiring of shall cause to be delivered to Purchaser, at any Restricted Person who was not otherwise employed by time Purchaser may reasonably request, all memoranda, notes, plans, records, reports, computer tapes and software, and other documents and data (and copies thereof) relating to the Buyer or its Affiliates (including any member Confidential Information, and all of the Company Group after work product that it or any of its Affiliates, employees, consultants, representatives or agents may then possess or have under its control. Notwithstanding the Closing) for six (6) months prior foregoing, Seller shall be permitted to such hiringdisclose Confidential Information to its counsel, accountants and other financial advisers as necessary to prepare Tax returns or claim Tax refunds on behalf of Seller or to defend claims, litigation or other actions brought by or against Seller. (bc) The Seller covenants acknowledges that the restrictions contained in this Section 8.6 are reasonable and agrees that, following the Closing Date, the Seller shall not, and shall cause its Affiliates not to, disclose, and shall direct the Sponsors to, treat and hold as strictly confidential, all Company Group Confidential Information. The Seller covenants and agrees to take all reasonable steps (and to cause each of its Affiliates to take all reasonable steps) to safeguard such Company Group Confidential Information and necessary to protect it against disclosurethe legitimate interests of Purchaser and constitute a material inducement to Purchaser to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 8.6 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 8.6 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction. (d) Seller acknowledges that a breach or its Affiliates is requested or required to disclose any Company Group Confidential Information, the Seller shall or shall cause such Person to notify the Buyer promptly of the request or requirement so that the Buyer may (at Buyer’s expense) seek an appropriate protective order or waive compliance with the provisions threatened breach of this Section 7.27(b). If8.6 would give rise to irreparable harm to Purchaser, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by such Seller of any such obligations, Purchaser shall, in the absence of a protective order or the receipt of a waiver hereunder, the Seller or any of its Affiliates is compelled to disclose any Company Group Confidential Information addition to any Governmental Authority, such Person may disclose the Company Group Confidential Information to the Governmental Authority; provided, that the Seller shall or shall cause such Person to use such Person’s reasonable best efforts to obtain, at the request of the Buyer and at the Buyer’s sole cost all other rights and expense, an order or other assurance that confidential treatment shall be accorded to such portion of the Company Group Confidential Information required to be disclosed as the Buyer shall designate. Notwithstanding the foregoing, the provisions of this Section 7.27(b) shall not apply to (a) any items of Company Group Confidential Information which are or which become part of the public domain other than as a direct or indirect result of disclosure in breach of this Agreement by the Seller or any of its Affiliates or any Sponsor; (b) any items of Company Group Confidential Information which the Seller or the Sponsors can reasonably demonstrate were independently developed by the Seller or its Affiliates without breaching any of their obligations under this Agreement or applicable Law; (c) any items of Company Group Confidential Information which the Seller or any of its Affiliates (including the Sponsors) lawfully receives on a non-confidential basis in good faith from a third party (other than Representatives of the Company Group) which is not, to the knowledge of the Seller or the applicable Sponsor, under any contractual obligation of confidentiality, or any other legal or fiduciary obligation of confidentiality, with respect to such Company Group Confidential Information; or (d) any items of the Company Group Confidential Information approved for release by written authorization of the Buyer. Notwithstanding the foregoing or anything in this Agreement to the contrary, the Buyer acknowledges that (i) the Seller and its Affiliates, and their respective investment funds and accounts (collectively, the “KPS Funds”) and their respective employees and other representatives (collectively, the “KPS Group”) are engaged in the business of making investments in a variety of companies at various stages of development (the “Investment Business”), (ii) in the course of carrying on the Investment Business, members of the KPS Group receive and review confidential and proprietary information from many sources, invest in many companies, and mentor, advise and otherwise interact with (including by providing individuals to serve on the boards of) investee/portfolio companies, any of which may be competitive with or otherwise adverse to the Company Group and (iii) it is not the intention of the Parties that this Agreement interfere with the ability of the KPS Group to carry on the Investment Business, including the investment in entities competitive with the Buyer or the Company or its Subsidiaries; provided, that, in each case, no Company Group Confidential Information is used or disclosed in connection therewith in breach of this Agreement. The Buyer further acknowledges that certain information relating to the Company Group and their industries gained from access to the Company Group Confidential Information may not be capable of being separated from the KPS Group’s overall knowledge; therefore, provided that neither the KPS Funds nor their respective employees or other representatives disclose any Company Group Confidential Information in violation of this Agreement, the KPS Group will not be deemed to have violated this Agreement solely to the extent Residual Information is used internally in the ordinary course by the KPS Group in connection with the Investment Business. For purposes of this Agreement, “Residual Information” means any information that is retained in the unaided memories of individuals associated with the KPS Group without specific or intentional reference to written or electronic information; provided, that such individuals’ access to the Company Group Confidential Information was not in breach of this Agreement. For purposes hereunder, memory is unaided if (x) such party did not intentionally memorize or otherwise mentally retain for reference the Residual Information for the purpose of retaining it and later using it or disclosing it to a third party, and (y) at the time of such later use such party was not consciously aware (or should reasonably have been aware) that such party was using the Residual Information. In connection with the Investment Business, the KPS Funds make investments in companies in the ordinary course of business and, as a result of such investments, such companies may be deemed to be affiliated or associated with the Restricted Party or the KPS Funds. In addition, certain persons remedies that may be deemed to be affiliated with the Restricted Party or the KPS Funds represent large institutions which the Restricted Party does not control. So long as the KPS Funds do not make any Company Group Confidential Information available to it in respect of such portfolio companiesbreach, individuals or entitiesbe entitled to seek equitable relief, the terms of this Agreement shall not apply to such portfolio companiesincluding a temporary restraining order, individuals or entities; providedan injunction, that for the avoidance of doubt, Company Group Confidential Information shall not be imputed to any portfolio companies solely by virtue of the fact that a director, officer or employee of the KPS Funds or their respective representatives that serves as a director (or on specific performance and any other governing body) relief that may be available from a court of such portfolio company has knowledge of Company Group Confidential Informationcompetent jurisdiction (without any requirement to post bond).

Restrictive Covenants. (a) Commencing Each Seller covenants that, commencing on the Closing Date and for a period ending on the 3 year anniversary of eighteen (18) months following the Closing Date (the “Restricted Noncompetition Period”), such Seller shall not, throughout North America, and it shall cause its Affiliates not to, engage in, directly or indirectly, in any capacity, or have any direct or indirect ownership interest in, or permit such Seller’s or any such Affiliate’s name to be used in connection with, any business which is engaged, either directly or indirectly, in the Business (the “Restricted Business”). It is recognized that the Restricted Business is expected to be conducted throughout North America and that more narrow geographical limitations of any nature on this non-competition covenant are therefore not appropriate. Notwithstanding the foregoing, Sellers may conduct the business set forth in the MLA. (b) Each Seller covenants that, during the Noncompetition Period, such Seller shall not, and it shall cause its their Affiliates not to, directly or indirectly, solicit or entice, or attempt to solicit or entice, any clients or customers of Purchaser or potential clients or customers of Purchaser for employment, offer to hire, hire or enter into any employment agreement or similar arrangement with any purposes of diverting the Company Group’s senior executive employees as of the date hereof and as of the Closing (each, a “Restricted Person”); provided, that such prohibition shall not apply to (i) solicitations made to the public or the industry generally through advertising or electronic listing which are not specifically targeted at any such Restricted Person or (ii) the solicitation or hiring of any Restricted Person who was not otherwise employed by the Buyer or its Affiliates (including any member of the Company Group after the Closing) for six (6) months prior to such hiringBusiness from Purchaser. (bc) The Each Seller covenants and agrees that, following for a period of 36 months after the Closing Date, the such Seller shall not, and it shall cause its Affiliates not to, disclose, solicit the employment of any person who was employed as an employee by Purchaser on the Closing Date. (d) Each Seller acknowledges that the restrictions contained in this Section 6.2 are reasonable and shall direct necessary to protect the Sponsors to, treat legitimate interests of Purchaser and hold as strictly confidential, all Company Group Confidential Informationconstitute a material inducement to Purchaser to enter into this Agreement and consummate the Acquisition. The Each Seller covenants acknowledges that any violation of this Section 6.2 will result in irreparable injury to Purchaser and agrees that Purchaser shall be entitled to take preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all reasonable steps earnings, profits and other benefits arising from any violation of this Section 6.2, which rights shall be cumulative and in addition to any other rights or remedies to which Purchaser may be entitled. (and to cause each of its Affiliates to take all reasonable stepse) to safeguard such Company Group Confidential Information and to protect it against disclosure. In the event that the Seller or its Affiliates is requested or required to disclose any Company Group Confidential Information, the Seller shall or shall cause such Person to notify the Buyer promptly of the request or requirement so that the Buyer may (at Buyer’s expense) seek an appropriate protective order or waive compliance with the provisions of covenant contained in this Section 7.27(b). If6.2 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in the absence of a protective order or the receipt of a waiver hereunder, the Seller or any of its Affiliates is compelled to disclose any Company Group Confidential Information to any Governmental Authority, such Person may disclose the Company Group Confidential Information jurisdiction to the Governmental Authority; providedmaximum time, that the Seller shall geographic, product or shall cause such Person to use such Person’s reasonable best efforts to obtainservice, at the request of the Buyer and at the Buyer’s sole cost and expense, an order or other assurance that confidential treatment shall be accorded to such portion of the Company Group Confidential Information required to be disclosed as the Buyer shall designatelimitations permitted by applicable Law. Notwithstanding the foregoing, the provisions of The covenants contained in this Section 7.27(b) 6.2 and each provision thereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not apply to (a) invalidate or render unenforceable the remaining covenants or provisions hereof, and any items of Company Group Confidential Information which are such invalidity or which become part of the public domain other than as a direct unenforceability in any jurisdiction shall not invalidate or indirect result of disclosure render unenforceable such covenant or provision in breach of this Agreement by the Seller or any of its Affiliates or any Sponsor; (b) any items of Company Group Confidential Information which the Seller or the Sponsors can reasonably demonstrate were independently developed by the Seller or its Affiliates without breaching any of their obligations under this Agreement or applicable Law; (c) any items of Company Group Confidential Information which the Seller or any of its Affiliates (including the Sponsors) lawfully receives on a non-confidential basis in good faith from a third party (other than Representatives of the Company Group) which is not, to the knowledge of the Seller or the applicable Sponsor, under any contractual obligation of confidentiality, or any other legal or fiduciary obligation of confidentiality, with respect to such Company Group Confidential Information; or (d) any items of the Company Group Confidential Information approved for release by written authorization of the Buyer. Notwithstanding the foregoing or anything in this Agreement to the contrary, the Buyer acknowledges that (i) the Seller and its Affiliates, and their respective investment funds and accounts (collectively, the “KPS Funds”) and their respective employees and other representatives (collectively, the “KPS Group”) are engaged in the business of making investments in a variety of companies at various stages of development (the “Investment Business”), (ii) in the course of carrying on the Investment Business, members of the KPS Group receive and review confidential and proprietary information from many sources, invest in many companies, and mentor, advise and otherwise interact with (including by providing individuals to serve on the boards of) investee/portfolio companies, any of which may be competitive with or otherwise adverse to the Company Group and (iii) it is not the intention of the Parties that this Agreement interfere with the ability of the KPS Group to carry on the Investment Business, including the investment in entities competitive with the Buyer or the Company or its Subsidiaries; provided, that, in each case, no Company Group Confidential Information is used or disclosed in connection therewith in breach of this Agreement. The Buyer further acknowledges that certain information relating to the Company Group and their industries gained from access to the Company Group Confidential Information may not be capable of being separated from the KPS Group’s overall knowledge; therefore, provided that neither the KPS Funds nor their respective employees or other representatives disclose any Company Group Confidential Information in violation of this Agreement, the KPS Group will not be deemed to have violated this Agreement solely to the extent Residual Information is used internally in the ordinary course by the KPS Group in connection with the Investment Business. For purposes of this Agreement, “Residual Information” means any information that is retained in the unaided memories of individuals associated with the KPS Group without specific or intentional reference to written or electronic information; provided, that such individuals’ access to the Company Group Confidential Information was not in breach of this Agreement. For purposes hereunder, memory is unaided if (x) such party did not intentionally memorize or otherwise mentally retain for reference the Residual Information for the purpose of retaining it and later using it or disclosing it to a third party, and (y) at the time of such later use such party was not consciously aware (or should reasonably have been aware) that such party was using the Residual Information. In connection with the Investment Business, the KPS Funds make investments in companies in the ordinary course of business and, as a result of such investments, such companies may be deemed to be affiliated or associated with the Restricted Party or the KPS Funds. In addition, certain persons that may be deemed to be affiliated with the Restricted Party or the KPS Funds represent large institutions which the Restricted Party does not control. So long as the KPS Funds do not make any Company Group Confidential Information available to such portfolio companies, individuals or entities, the terms of this Agreement shall not apply to such portfolio companies, individuals or entities; provided, that for the avoidance of doubt, Company Group Confidential Information shall not be imputed to any portfolio companies solely by virtue of the fact that a director, officer or employee of the KPS Funds or their respective representatives that serves as a director (or on any other governing body) of such portfolio company has knowledge of Company Group Confidential Informationjurisdiction.

Restrictive Covenants. (a) Commencing During the period beginning on and for a period of eighteen (18) months following the Closing Date and ending on the second anniversary thereof, Blocker Seller will and will cause the directors, managers, officers and employees of any investment fund that is an Affiliate thereof or a portfolio company that is controlled by such investment fund (the “Restricted Period”), the Seller shall not, and shall cause its Affiliates not to, directly or indirectly, solicit for employment, offer to hire, hire or enter into any employment agreement or similar arrangement with any of the Company Group’s senior executive employees as of the date hereof and as of the Closing (each, each a “Restricted PersonParty”) not to solicit for hire or engagement or hire or engage any person set forth on Schedule 8.09(a); provided, that such prohibition the foregoing shall not apply to prohibit (i) solicitations made to the public soliciting or the industry generally through advertising or electronic listing which are not specifically targeted at hiring any such Restricted Person or person who responds to a general, non-targeted media advertising, (ii) soliciting or hiring any such person whose employment with the Company or any of its Subsidiaries was terminated or otherwise ceases prior to the date of such initial solicitation or hiring of any Restricted Person who was not otherwise employed by or (iii) the Buyer or its Affiliates (including any member chief executive officer of the Company Group after as of the Closingdate of this Agreement from serving on any board of directors, board of managers or similar governing body of any portfolio company (as such term is commonly understood among private equity professionals) for six (6) months prior to such hiringof any investment fund that is an Affiliate of Blocker Seller. (b) The Seller covenants and agrees thatBuyer, following on the Closing Date, the Seller shall notone hand, and shall cause its Affiliates not toeach Restricted Party on the other hand, discloseagree that the duration and geographic scope of the restrictions set forth in this Section 8.09 as applicable to such Restricted Party are fair, reasonable and shall direct the Sponsors to, treat and hold as strictly confidential, all Company Group Confidential Information. The Seller covenants and agrees to take all reasonable steps (and to cause each of its Affiliates to take all reasonable steps) to safeguard such Company Group Confidential Information and necessary to protect it against disclosurethe legitimate business interests of Buyer and the goodwill of the Company. In the event that any court determines that the Seller duration or its Affiliates geographic scope, or both, are unreasonable and that such provision is requested to that extent unenforceable, each Restricted Party agrees that the provision applicable to such Restricted Party shall remain in full force and effect for the greatest time period and in the greatest area that would not render it unenforceable. (c) If a court of competent jurisdiction should declare the covenants contained in this Section 8.09 unenforceable because of any unreasonable restriction of activities, duration, and/or geographical area, then the parties hereby acknowledge and agree that such court shall have the express authority to reform the covenants to provide for reasonable restrictions and/or grant the Surviving Company and Buyer such other relief at law or required in equity reasonably necessary to disclose any Company Group Confidential Information, protect the Seller shall or shall cause such Person to notify the Buyer promptly interests of the request Surviving Company. (d) The Restricted Parties acknowledge that a breach of any provision of this Section 8.09 by any such party would cause the Surviving Company and Buyer to suffer immediate and irreparable harm, for which no adequate remedy at law exists. In the event of a breach or requirement so that threatened breach by any of the Buyer may (at Buyer’s expense) seek an appropriate protective order or waive compliance with Restricted Parties of the provisions of the covenants contained in this Section 7.27(b). If, in the absence of a protective order or the receipt of a waiver hereunder8.09, the Seller or any of its Affiliates is compelled to disclose any Surviving Company Group Confidential Information to any Governmental Authority, such Person may disclose the Company Group Confidential Information to the Governmental Authority; provided, that the Seller shall or shall cause such Person to use such Person’s reasonable best efforts to obtain, at the request of the and Buyer and at the Buyer’s sole cost and expense, an order or other assurance that confidential treatment shall be accorded entitled to injunctive or mandatory relief to prevent or end such portion of breach to enforce the covenant. Nothing herein shall be construed as prohibiting the Surviving Company Group Confidential Information required to be disclosed as the or Buyer shall designate. Notwithstanding the foregoing, the provisions of this Section 7.27(b) shall not apply to (a) any items of Company Group Confidential Information which are or which become part of the public domain other than as a direct or indirect result of disclosure in breach of this Agreement by the Seller or any of its Affiliates or any Sponsor; (b) any items of Company Group Confidential Information which the Seller or the Sponsors can reasonably demonstrate were independently developed by the Seller or its Affiliates without breaching any of their obligations under this Agreement or applicable Law; (c) any items of Company Group Confidential Information which the Seller or any of its Affiliates (including the Sponsors) lawfully receives on a non-confidential basis in good faith from a third party (other than Representatives of the Company Group) which is not, to the knowledge of the Seller or the applicable Sponsor, under any contractual obligation of confidentiality, or pursuing any other legal remedies available to it at law or fiduciary obligation of confidentiality, with respect to in equity for such Company Group Confidential Information; breach or (d) any items of the Company Group Confidential Information approved for release by written authorization of the Buyer. Notwithstanding the foregoing or anything in this Agreement to the contrary, the Buyer acknowledges that (i) the Seller and its Affiliates, and their respective investment funds and accounts (collectively, the “KPS Funds”) and their respective employees and other representatives (collectively, the “KPS Group”) are engaged in the business of making investments in a variety of companies at various stages of development (the “Investment Business”), (ii) in the course of carrying on the Investment Business, members of the KPS Group receive and review confidential and proprietary information from many sources, invest in many companies, and mentor, advise and otherwise interact with (including by providing individuals to serve on the boards of) investee/portfolio companies, any of which may be competitive with or otherwise adverse to the Company Group and (iii) it is not the intention of the Parties that this Agreement interfere with the ability of the KPS Group to carry on the Investment Businesssuch threatened breach, including the investment in entities competitive with the Buyer or the Company or its Subsidiaries; provided, that, in each case, no Company Group Confidential Information is used or disclosed in connection therewith in breach recovery of this Agreement. The Buyer further acknowledges that certain information relating to the Company Group and their industries gained from access to the Company Group Confidential Information may not be capable of being separated from the KPS Group’s overall knowledge; therefore, provided that neither the KPS Funds nor their respective employees or other representatives disclose any Company Group Confidential Information in violation of this Agreement, the KPS Group will not be deemed to have violated this Agreement solely to the extent Residual Information is used internally in the ordinary course by the KPS Group in connection with the Investment Business. For purposes of this Agreement, “Residual Information” means any information that is retained in the unaided memories of individuals associated with the KPS Group without specific or intentional reference to written or electronic information; provided, that such individuals’ access to the Company Group Confidential Information was not in breach of this Agreement. For purposes hereunder, memory is unaided if (x) such party did not intentionally memorize or otherwise mentally retain for reference the Residual Information for the purpose of retaining it and later using it or disclosing it to a third party, and (y) at the time of such later use such party was not consciously aware (or should reasonably have been aware) that such party was using the Residual Information. In connection with the Investment Business, the KPS Funds make investments in companies in the ordinary course of business and, as a result of such investments, such companies may be deemed to be affiliated or associated with the Restricted Party or the KPS Funds. In addition, certain persons that may be deemed to be affiliated with the Restricted Party or the KPS Funds represent large institutions which the Restricted Party does not control. So long as the KPS Funds do not make any Company Group Confidential Information available to such portfolio companies, individuals or entities, the terms of this Agreement shall not apply to such portfolio companies, individuals or entities; provided, that for the avoidance of doubt, Company Group Confidential Information shall not be imputed to any portfolio companies solely by virtue of the fact that a director, officer or employee of the KPS Funds or their respective representatives that serves as a director (or on any other governing body) of such portfolio company has knowledge of Company Group Confidential Informationdamages.

Restrictive Covenants. CHCI hereby covenants and agrees until the Closing Date, not to do any of the following without Vaxxinator’s prior written consent (which consent shall not be unreasonably withheld, conditioned, or delayed): (a) Commencing on and for a period of eighteen (18) months following the Closing Date (the “Restricted Period”)issue any debt, the Seller shall not, and shall cause its Affiliates not to, directly equity or indirectly, solicit for employment, offer to hire, hire or enter into any employment agreement or similar arrangement other securities except in connection with any outstanding convertible securities of the Company Group’s senior executive employees as of the date hereof and as of the Closing (each, a “Restricted Person”); provided, that such prohibition shall not apply to (i) solicitations made to the public CHCI or the industry generally through advertising or electronic listing which are not specifically targeted at any such Restricted Person or (ii) the solicitation or hiring of any Restricted Person who was not otherwise employed by the Buyer or its Affiliates (including any member of the Company Group after the Closing) for six (6) months prior to such hiring.transactions contemplated herein; (b) The Seller covenants and agrees that, following the Closing Date, the Seller shall not, and shall cause its Affiliates not to, disclose, and shall direct the Sponsors to, treat and hold as strictly confidential, all Company Group Confidential Information. The Seller covenants and agrees to take all reasonable steps (and to cause each of its Affiliates to take all reasonable steps) to safeguard such Company Group Confidential Information and to protect it against disclosure. In the event that the Seller borrow money or its Affiliates is requested or required to disclose incur any Company Group Confidential Information, the Seller shall or shall cause such Person to notify the Buyer promptly indebtedness for money borrowed outside of the request or requirement so that the Buyer may (at Buyer’s expense) seek an appropriate protective order or waive compliance with the provisions of this Section 7.27(b). If, in the absence of a protective order or the receipt of a waiver hereunder, the Seller or any of its Affiliates is compelled to disclose any Company Group Confidential Information to any Governmental Authority, such Person may disclose the Company Group Confidential Information to the Governmental Authority; provided, that the Seller shall or shall cause such Person to use such Person’s reasonable best efforts to obtain, at the request of the Buyer and at the Buyer’s sole cost and expense, an order or other assurance that confidential treatment shall be accorded to such portion of the Company Group Confidential Information required to be disclosed as the Buyer shall designate. Notwithstanding the foregoing, the provisions of this Section 7.27(b) shall not apply to (a) any items of Company Group Confidential Information which are or which become part of the public domain other than as a direct or indirect result of disclosure in breach of this Agreement by the Seller or any of its Affiliates or any Sponsor; (b) any items of Company Group Confidential Information which the Seller or the Sponsors can reasonably demonstrate were independently developed by the Seller or its Affiliates without breaching any of their obligations under this Agreement or applicable Law; ordinary course; (c) any items of Company Group Confidential Information which the Seller or any of its Affiliates (including the Sponsors) lawfully receives on a non-confidential basis in good faith from a third party (other than Representatives of the Company Group) which is not, to the knowledge of the Seller or the applicable Sponsor, under any contractual obligation of confidentiality, or any other legal or fiduciary obligation of confidentiality, with respect to such Company Group Confidential Information; or (d) any items of the Company Group Confidential Information approved for release by written authorization of the Buyer. Notwithstanding the foregoing or anything in this Agreement to the contrary, the Buyer acknowledges that (i) the Seller and its Affiliates, and their respective investment funds and accounts (collectively, the “KPS Funds”) and their respective employees and other representatives (collectively, the “KPS Group”) are engaged in the business of making investments in a variety of companies at various stages of development (the “Investment Business”), (ii) in the course of carrying on the Investment Business, members of the KPS Group receive and review confidential and proprietary information from many sources, invest in many companies, and mentor, advise and otherwise interact with (including by providing individuals to serve on the boards of) investee/portfolio companies, any of which may be competitive with or otherwise adverse to the Company Group and (iii) it is not the intention of the Parties that this Agreement interfere with the ability of the KPS Group to carry on the Investment Business, including the investment in entities competitive with the Buyer or the Company or its Subsidiaries; provided, that, in each case, no Company Group Confidential Information is used or disclosed in connection therewith in breach of this Agreement. The Buyer further acknowledges that certain information relating to the Company Group and their industries gained from access to the Company Group Confidential Information may not be capable of being separated from the KPS Group’s overall knowledge; therefore, provided that neither the KPS Funds nor their respective employees or other representatives disclose any Company Group Confidential Information in violation of this Agreement, the KPS Group will not be deemed to have violated this Agreement solely to the extent Residual Information is used internally in the ordinary course by the KPS Group except in connection with the Investment Business. For purposes of this AgreementCHCI Finder’s Fee, “Residual Information” means make any information that is retained in the unaided memories of individuals associated with the KPS Group without specific loans, expenditures, advances or intentional reference to written or electronic information; provided, that such individuals’ access to the Company Group Confidential Information was not in breach of this Agreement. For purposes hereunder, memory is unaided if (x) such party did not intentionally memorize or otherwise mentally retain for reference the Residual Information for the purpose of retaining it and later using it or disclosing it to a third party, and (y) at the time of such later use such party was not consciously aware (or should reasonably have been aware) that such party was using the Residual Information. In connection with the Investment Business, the KPS Funds make investments in companies other payments except in the ordinary course of business andother than to Vaxxinator pursuant to the payment of professional fees or expenses in connection with or ancillary to the transactions contemplated herein; (d) declare or pay any dividends or distribute any of CHCI’s properties or assets to shareholders or otherwise; (e) alter or amend CHCI’s constating documents in any manner which may adversely affect the success of the transactions contemplated herein, except as a result required to give effect to the matters contemplated herein; (f) except as otherwise permitted or contemplated herein, enter into any transaction or material contract which is not in the ordinary course of such investmentsbusiness or engage in any business enterprise or activity materially different from that carried on by CHCI as of the date hereof; (g) provide any guarantee in respect of the obligations of any person; (h) increase the compensation, such companies may be deemed to be affiliated in any form, for any director, officer, employee or associated consultant of CHCI, provided that the entering into of any customary indemnity agreements with the Restricted Party or the KPS Funds. In additiondirectors of CHCI, certain persons that may be deemed in a form acceptable to be affiliated with the Restricted Party or the KPS Funds represent large institutions which the Restricted Party does not control. So long as the KPS Funds do not make any Company Group Confidential Information available to such portfolio companiesVaxxinator acting reasonably, individuals or entities, the terms of this Agreement shall not apply to such portfolio companies, individuals or entities; provided, that for the avoidance of doubt, Company Group Confidential Information shall not be imputed considered an increase in compensation for these purposes; or (i) agree to do any portfolio companies solely by virtue of the fact that a director, officer or employee of the KPS Funds or their respective representatives that serves as a director (or on any other governing body) of such portfolio company has knowledge of Company Group Confidential Informationforegoing.

Restrictive Covenants. In consideration of the payment by Buyer of the Purchase Price and the rights and obligations of the Parties under this Agreement: (ai) Commencing on Seller acknowledges that, in the course of its direct or indirect ownership of the Business, Seller has become familiar with the Business and its trade secrets and with other confidential information concerning the Business. Specifically, Seller acknowledges that it has intimate knowledge of all information (both confidential information and non-confidential information) relating to the Business, including, but not limited to, information relating to all past, present and prospective customers, suppliers and business relationships of the Business. Seller acknowledges that B▇▇▇▇ would not be entering into the transactions contemplated by this Agreement but for a period of eighteen this Section 6(e). B▇▇▇▇ and Seller acknowledge that the Business is conducted throughout the Restricted Territory. (18ii) months following During the Closing Date (the “Restricted Non-Compete Period”), the Seller shall not, and Seller shall use its best efforts to cause its Representatives and Affiliates not to, directly or indirectly (including via Affiliates), own, manage, control, participate in, consult with, render services for, be employed by, or in any manner engage in or represent any business that is engaged in the Business in the Restricted Territory, provided, however, that nothing herein shall prohibit Seller or its Representatives or Affiliates from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Seller, its Representatives or Affiliates has no active participation in the business of such corporation. Anything herein to the contrary notwithstanding, Seller may continue to engage in the business of (A) sharpening tools regardless of the industry within which such tools are used; provided, however, such sharpening tools are not incorporated into fishing tools, (B) knives, scissors, cutters, multi-tools, and other related items provided they are not marketed as being primarily for use in the hunting, fishing and camping industries, and (B) knives, scissors, cutters, multi-tools, and other related items as part of first aid and emergency preparedness kits regardless of whether they are marketed for use in the hunting, fishing and camping industries. (iii) During the Non-Compete Period, Seller shall not, and Seller shall use its best efforts to cause its Representatives and Affiliates not to, directly or indirectly through another Person (including via Affiliates): (A) solicit, induce or attempt to solicit or induce any individual who was an employee or independent contractor of the Business as of the Closing Date and accepts employment with Buyer or any Subsidiary or Affiliate of Buyer, to leave the employ or services of Buyer or any of its Affiliates, or take any action that may reasonably be interpreted as interfering with the relationship between Buyer or any of its Affiliates, on the one hand, and any such employee or independent contractor thereof, on the other hand; (B) hire any person who was or is an employee or independent contractor of the Business as of the Closing Date and accepts employment or other service with Buyer or any Subsidiary or Affiliate of Buyer, until six (6) months after such individual’s employment or other relationship with Buyer or any of its Affiliates has been terminated; (C) solicit, induce or attempt to solicit or induce any customer, supplier, licensee or other business relation of the Business to cease or materially reduce doing business with Buyer or any of its Affiliates, or in any way interfere or attempt to interfere with the relationship between any such customer, supplier, licensee or other business relation on the one hand, and Buyer or any of its Affiliates, on the other hand; or (D) accept, solicit or attempt to solicit orders for the sale of goods or the provision of services which would be used in replacement of the goods or services offered by the Business prior to the Closing Date. (iv) Seller shall not, and each shall cause its Affiliates not to, directly make any statements, observations or indirectly, solicit for employment, offer opinions that disparage or are likely in any way to hire, hire or enter into any employment agreement or similar arrangement with any harm the reputation of the Company Group’s senior executive employees as of the date hereof and as of the Closing (eachBusiness, a “Restricted Person”); provided, that such prohibition shall not apply to (i) solicitations made to the public or the industry generally through advertising or electronic listing which are not specifically targeted at any such Restricted Person or (ii) the solicitation or hiring of any Restricted Person who was not otherwise employed by the Buyer or its Affiliates Affiliates. Seller shall communicate any information (including whether oral or written) that disparages or is likely in any member way to harm the reputation of the Company Group after Business, Buyer or its Affiliates. The foregoing shall not in any way limit Seller’s rights to pursue or defend any claim under or otherwise exercise any and all rights under or related to this Agreement and the Closing) for six (6) months prior other Transaction Documents, even if any actions or communications associated with the same are or may be considered disparaging or harmful to such hiring. (b) The Seller covenants and agrees thatthe Business, following the Closing Date, the Seller Buyer or its Affiliates. Buyer shall not, and each shall cause its Affiliates not to, disclosemake any statements, and shall direct observations or opinions that disparage or are likely in any way to harm the Sponsors to, treat and hold as strictly confidential, all Company Group Confidential Information. The Seller covenants and agrees to take all reasonable steps (and to cause each reputation of its Affiliates to take all reasonable steps) to safeguard such Company Group Confidential Information and to protect it against disclosure. In the event that the Seller or its Affiliates is requested or required to disclose any Company Group Confidential Information, the Seller shall or shall cause such Person to notify the Buyer promptly of the request or requirement so that the Buyer may (at Buyer’s expense) seek an appropriate protective order or waive compliance with the provisions of this Section 7.27(b)Affiliates. If, in the absence of a protective order or the receipt of a waiver hereunder, the Seller or any of its Affiliates is compelled to disclose any Company Group Confidential Information to any Governmental Authority, such Person may disclose the Company Group Confidential Information to the Governmental Authority; provided, that the Seller shall or shall cause such Person to use such Person’s reasonable best efforts to obtain, at the request of the Buyer and at the Buyer’s sole cost and expense, an order or other assurance that confidential treatment shall be accorded to such portion of the Company Group Confidential Information required to be disclosed as the Buyer shall designate. Notwithstanding communicate any information (whether oral or written) that disparages or is likely in any way to harm the foregoing, the provisions reputation of this Section 7.27(b) shall not apply to (a) any items of Company Group Confidential Information which are or which become part of the public domain other than as a direct or indirect result of disclosure in breach of this Agreement by the Seller or any of its Affiliates or any Sponsor; (b) any items of Company Group Confidential Information which the Seller or the Sponsors can reasonably demonstrate were independently developed by the Seller or its Affiliates without breaching Affiliates. The foregoing shall not in any of their obligations way limit Buyer’s rights to pursue or defend any claim under or otherwise exercise any and all rights under or related to this Agreement and the other Transaction Documents, even if any actions or applicable Law; (c) any items of Company Group Confidential Information which communications associated with the same are or may be considered disparaging or harmful to the Seller or any of its Affiliates (including the Sponsors) lawfully receives on a non-confidential basis in good faith from a third party (other than Representatives of the Company Group) which is not, to the knowledge of the Seller or the applicable Sponsor, under any contractual obligation of confidentiality, or any other legal or fiduciary obligation of confidentiality, with respect to such Company Group Confidential Information; or (d) any items of the Company Group Confidential Information approved for release by written authorization of the Buyer. Notwithstanding the foregoing or anything in this Agreement to the contrary, the Buyer acknowledges that (i) the Seller and its Affiliates, and their respective investment funds and accounts (collectively, the “KPS Funds”) and their respective employees and other representatives (collectively, the “KPS Group”) are engaged in the business of making investments in a variety of companies at various stages of development (the “Investment Business”), (ii) in the course of carrying on the Investment Business, members of the KPS Group receive and review confidential and proprietary information from many sources, invest in many companies, and mentor, advise and otherwise interact with (including by providing individuals to serve on the boards of) investee/portfolio companies, any of which may be competitive with or otherwise adverse to the Company Group and (iii) it is not the intention of the Parties that this Agreement interfere with the ability of the KPS Group to carry on the Investment Business, including the investment in entities competitive with the Buyer or the Company or its Subsidiaries; provided, that, in each case, no Company Group Confidential Information is used or disclosed in connection therewith in breach of this Agreement. The Buyer further acknowledges that certain information relating to the Company Group and their industries gained from access to the Company Group Confidential Information may not be capable of being separated from the KPS Group’s overall knowledge; therefore, provided that neither the KPS Funds nor their respective employees or other representatives disclose any Company Group Confidential Information in violation of this Agreement, the KPS Group will not be deemed to have violated this Agreement solely to the extent Residual Information is used internally in the ordinary course by the KPS Group in connection with the Investment Business. For purposes of this Agreement, “Residual Information” means any information that is retained in the unaided memories of individuals associated with the KPS Group without specific or intentional reference to written or electronic information; provided, that such individuals’ access to the Company Group Confidential Information was not in breach of this Agreement. For purposes hereunder, memory is unaided if (x) such party did not intentionally memorize or otherwise mentally retain for reference the Residual Information for the purpose of retaining it and later using it or disclosing it to a third party, and (y) at the time of such later use such party was not consciously aware (or should reasonably have been aware) that such party was using the Residual Information. In connection with the Investment Business, the KPS Funds make investments in companies in the ordinary course of business and, as a result of such investments, such companies may be deemed to be affiliated or associated with the Restricted Party or the KPS Funds. In addition, certain persons that may be deemed to be affiliated with the Restricted Party or the KPS Funds represent large institutions which the Restricted Party does not control. So long as the KPS Funds do not make any Company Group Confidential Information available to such portfolio companies, individuals or entities, the terms of this Agreement shall not apply to such portfolio companies, individuals or entities; provided, that for the avoidance of doubt, Company Group Confidential Information shall not be imputed to any portfolio companies solely by virtue of the fact that a director, officer or employee of the KPS Funds or their respective representatives that serves as a director (or on any other governing body) of such portfolio company has knowledge of Company Group Confidential Information.

Restrictive Covenants. 11.1 Each Seller covenants with the Buyer that it shall not (a) Commencing on and shall procure that no member of the Sellers’ Group shall), for a period of eighteen twelve (1812) calendar months following from Completion, solicit or entice away from any Group Company any person who is at the Closing Date relevant time and at Completion an InfraCo Employee or compel any InfraCo Employee to leave his or her employment with the Buyer’s Group for the purpose of enabling a Seller or member of the Sellers’ Group to employ that InfraCo Employee in compliance with this clause. 11.2 Nothing in clause 11.1 shall prohibit any Seller or member of the Sellers’ Group from: (a) employing any person (including, but not limited to any InfraCo Employee) who responds to a recruitment or other advertisement, provided that such response was not solicited or induced directly or indirectly by that Seller or member of the “Restricted Period”Sellers’ Group; or (b) employing any person (including, but not limited to any InfraCo Employee) whose employment or engagement with the Buyer’s Group has been terminated, provided that such termination was not solicited or induced directly or indirectly by a Seller or member of the Sellers’ Group; and/or (c) taking or failing to take any action which would otherwise constitute a breach of clause 11.1, provided the Buyer has given its prior written consent to such act or omission. 11.3 The Buyer covenants with the Sellers that it shall not (and shall procure that no member of the Buyer’s Group shall), for a period of twelve (12) calendar months from Completion, solicit or entice away from any member of the Seller Sellers’ Group any person who is at the relevant time an employee of the Sellers’ Group (a “Sellers’ Group Employee”) or compel any Sellers’ Group Employee to leave his or her employment with the Sellers’ Group for the purpose of enabling the Buyer or member of the Buyer’s Group to employ that Sellers’ Group Employee in compliance with this clause. A44416060 70 11.4 Nothing in clause 11.3 shall notprohibit the Buyer or member of the Buyer’s Group from: (a) employing any person (including, and shall cause its Affiliates but not tolimited to a Sellers’ Group Employee) who responds to a recruitment or other advertisement, provided that such response was not solicited or induced directly or indirectly, solicit for employment, offer to hire, hire or enter into any employment agreement or similar arrangement with any of the Company Group’s senior executive employees as of the date hereof and as of the Closing (each, a “Restricted Person”); provided, that such prohibition shall not apply to (i) solicitations made to the public or the industry generally through advertising or electronic listing which are not specifically targeted at any such Restricted Person or (ii) the solicitation or hiring of any Restricted Person who was not otherwise employed indirectly by the Buyer or its Affiliates (including any member of the Company Group after the Closing) for six (6) months prior to such hiring.Buyer’s Group; or (b) The Seller covenants and agrees thatemploying any person (including, following but not limited to any Sellers’ Group Employee) whose employment or engagement with the Closing DateSellers’ Group has been terminated, the Seller shall not, and shall cause its Affiliates provided that such termination was not to, disclose, and shall direct the Sponsors to, treat and hold as strictly confidential, all Company Group Confidential Information. The Seller covenants and agrees to take all reasonable steps (and to cause each of its Affiliates to take all reasonable steps) to safeguard such Company Group Confidential Information and to protect it against disclosure. In the event that the Seller solicited or its Affiliates is requested induced directly or required to disclose any Company Group Confidential Information, the Seller shall or shall cause such Person to notify indirectly by the Buyer promptly or member of the request or requirement so that the Buyer may (at Buyer’s expense) seek an appropriate protective order or waive compliance with the provisions of this Section 7.27(b). If, in the absence of a protective order or the receipt of a waiver hereunder, the Seller or any of its Affiliates is compelled to disclose any Company Group Confidential Information to any Governmental Authority, such Person may disclose the Company Group Confidential Information to the Governmental Authority; provided, that the Seller shall or shall cause such Person to use such Person’s reasonable best efforts to obtain, at the request of the Buyer and at the Buyer’s sole cost and expense, an order or other assurance that confidential treatment shall be accorded to such portion of the Company Group Confidential Information required to be disclosed as the Buyer shall designate. Notwithstanding the foregoing, the provisions of this Section 7.27(b) shall not apply to (a) any items of Company Group Confidential Information which are or which become part of the public domain other than as a direct or indirect result of disclosure in breach of this Agreement by the Seller or any of its Affiliates or any SponsorGroup; (b) any items of Company Group Confidential Information which the Seller or the Sponsors can reasonably demonstrate were independently developed by the Seller or its Affiliates without breaching any of their obligations under this Agreement or applicable Law; and/or (c) taking or failing to take any items action which would otherwise constitute a breach of Company Group Confidential Information which clause 11.3, provided the Seller or any of its Affiliates (including the Sponsors) lawfully receives on a non-confidential basis in good faith from a third party (other than Representatives of the Company Group) which is not, to the knowledge of the Seller or the applicable Sponsor, under any contractual obligation of confidentiality, or any other legal or fiduciary obligation of confidentiality, with respect Sellers have given their prior written consent to such Company Group Confidential Information; act or (d) any items of the Company Group Confidential Information approved for release by written authorization of the Buyer. Notwithstanding the foregoing or anything in this Agreement to the contrary, the Buyer acknowledges that (i) the Seller and its Affiliates, and their respective investment funds and accounts (collectively, the “KPS Funds”) and their respective employees and other representatives (collectively, the “KPS Group”) are engaged in the business of making investments in a variety of companies at various stages of development (the “Investment Business”), (ii) in the course of carrying on the Investment Business, members of the KPS Group receive and review confidential and proprietary information from many sources, invest in many companies, and mentor, advise and otherwise interact with (including by providing individuals to serve on the boards of) investee/portfolio companies, any of which may be competitive with or otherwise adverse to the Company Group and (iii) it is not the intention of the Parties that this Agreement interfere with the ability of the KPS Group to carry on the Investment Business, including the investment in entities competitive with the Buyer or the Company or its Subsidiaries; provided, that, in each case, no Company Group Confidential Information is used or disclosed in connection therewith in breach of this Agreement. The Buyer further acknowledges that certain information relating to the Company Group and their industries gained from access to the Company Group Confidential Information may not be capable of being separated from the KPS Group’s overall knowledge; therefore, provided that neither the KPS Funds nor their respective employees or other representatives disclose any Company Group Confidential Information in violation of this Agreement, the KPS Group will not be deemed to have violated this Agreement solely to the extent Residual Information is used internally in the ordinary course by the KPS Group in connection with the Investment Business. For purposes of this Agreement, “Residual Information” means any information that is retained in the unaided memories of individuals associated with the KPS Group without specific or intentional reference to written or electronic information; provided, that such individuals’ access to the Company Group Confidential Information was not in breach of this Agreement. For purposes hereunder, memory is unaided if (x) such party did not intentionally memorize or otherwise mentally retain for reference the Residual Information for the purpose of retaining it and later using it or disclosing it to a third party, and (y) at the time of such later use such party was not consciously aware (or should reasonably have been aware) that such party was using the Residual Information. In connection with the Investment Business, the KPS Funds make investments in companies in the ordinary course of business and, as a result of such investments, such companies may be deemed to be affiliated or associated with the Restricted Party or the KPS Funds. In addition, certain persons that may be deemed to be affiliated with the Restricted Party or the KPS Funds represent large institutions which the Restricted Party does not control. So long as the KPS Funds do not make any Company Group Confidential Information available to such portfolio companies, individuals or entities, the terms of this Agreement shall not apply to such portfolio companies, individuals or entities; provided, that for the avoidance of doubt, Company Group Confidential Information shall not be imputed to any portfolio companies solely by virtue of the fact that a director, officer or employee of the KPS Funds or their respective representatives that serves as a director (or on any other governing body) of such portfolio company has knowledge of Company Group Confidential Informationomission.

Restrictive Covenants. (a) Commencing on and In order to protect the value of the Business, for a period of eighteen seven (187) months following years after the Closing Date (the “Restricted Period”), the Seller shall not, and shall cause its Affiliates not to, directly or indirectly, solicit either for employmentitself or for or on behalf of any other Person, offer engage in the research, development, commercialization or other Exploitation of any [***] (the “Excluded Field”). For the avoidance of doubt, the Excluded Field includes the “Field” as defined in the Merck Agreement. Notwithstanding the foregoing: (i) the reference to hire, hire or enter into any employment agreement or similar arrangement with Affiliates in the foregoing of this Section 5.8(a) does not include (and Section 5.8(a) shall not apply to) any of the Company Group’s senior executive employees as of the date hereof Acquirer Entities; and as of the Closing (each, a “Restricted Person”); provided, that such prohibition shall not apply to (i) solicitations made to the public or the industry generally through advertising or electronic listing which are not specifically targeted at any such Restricted Person or (ii) nothing herein shall prohibit Seller from (A) performing any services for Purchaser; or (B) licensing or providing Intellectual Property or Know-How or performing services (e.g. gene-editing, gene synthesis, offering Archetype™), in each case, not specifically directed to the solicitation Excluded Field even if the licensee or hiring recipient of such Intellectual Property, Know-How or services uses such to engage in activities in the Excluded Field; or (C) any Restricted Person who was not otherwise employed by the Buyer or its Affiliates (including any member of the Company Group after Other Phage Activities (whether alone or with any third party) (collectively, the Closing) for six (6) months prior to such hiring“Permitted Activities”). (b) The Seller covenants and agrees that, following For a period of three (3) years after the Closing Date, the Seller shall notnot directly or indirectly through another Person, and shall cause its Affiliates not to, disclose, and shall direct solicit for employment or induce or attempt to induce or encourage the Sponsors to, treat and hold as strictly confidential, all Company Group Confidential Information. The Seller covenants and agrees Key Employee to take all reasonable steps (and to cause each leave the employ or service of its Affiliates to take all reasonable steps) to safeguard such Company Group Confidential Information and to protect it against disclosure. In the event that the Seller or its Affiliates is requested or required to disclose any Company Group Confidential Information, the Seller shall or shall cause such Person to notify the Buyer promptly of the request or requirement so that the Buyer may (at Buyer’s expense) seek an appropriate protective order or waive compliance with the provisions of this Section 7.27(b). If, in the absence of a protective order or the receipt of a waiver hereunder, the Seller or any of its Affiliates is compelled to disclose any Company Group Confidential Information to any Governmental Authority, such Person may disclose the Company Group Confidential Information to the Governmental Authority; provided, that the Seller shall or shall cause such Person to use such Person’s reasonable best efforts to obtain, at the request of the Buyer and at the Buyer’s sole cost and expense, an order or other assurance that confidential treatment shall be accorded to such portion of the Company Group Confidential Information required to be disclosed as the Buyer shall designate. Notwithstanding the foregoing, the provisions of this Section 7.27(b) shall not apply to (a) any items of Company Group Confidential Information which are or which become part of the public domain other than as a direct or indirect result of disclosure in breach of this Agreement by the Seller Purchaser or any of its Affiliates or in any Sponsor; (b) any items of Company Group Confidential Information which way interfere with the Seller or the Sponsors can reasonably demonstrate were independently developed by the Seller or its Affiliates without breaching any of their obligations under this Agreement or applicable Law; (c) any items of Company Group Confidential Information which the Seller employment relationship between Purchaser or any of its Affiliates (including and the Sponsors) lawfully receives on Key Employee; provided, however, that general advertising over the Internet, in print media or other mass media shall not be deemed to be a non-confidential basis in good faith from a third party (other than Representatives solicitation or inducement of the Company Group) which is not, to the knowledge of the Seller or the applicable Sponsor, under any contractual obligation of confidentiality, or any other legal or fiduciary obligation of confidentiality, interference with respect to such Company Group Confidential Information; or (d) any items of the Company Group Confidential Information approved for release by written authorization of the Buyer. Notwithstanding the foregoing or anything in this Agreement to the contrary, the Buyer acknowledges that (i) the Seller and its Affiliates, and their respective investment funds and accounts (collectively, the “KPS Funds”) and their respective employees and other representatives (collectively, the “KPS Group”) are engaged in the business of making investments in a variety of companies at various stages of development (the “Investment Business”), (ii) in the course of carrying on the Investment Business, members of the KPS Group receive and review confidential and proprietary information from many sources, invest in many companies, and mentor, advise and otherwise interact with (including by providing individuals to serve on the boards of) investee/portfolio companies, any of which may be competitive with or otherwise adverse to the Company Group and (iii) it is not the intention of the Parties that this Agreement interfere with the ability of the KPS Group to carry on the Investment Business, including the investment in entities competitive with the Buyer or the Company or its Subsidiaries; provided, that, in each case, no Company Group Confidential Information is used or disclosed in connection therewith in breach of this Agreement. The Buyer further acknowledges that certain information relating to the Company Group and their industries gained from access to the Company Group Confidential Information may not be capable of being separated from the KPS Group’s overall knowledge; therefore, provided that neither the KPS Funds nor their respective employees or other representatives disclose any Company Group Confidential Information Key Employee in violation of this Agreement, sentence so long as such general advertising is not targeted or directed at the KPS Group will Key Employee. Seller and its Affiliates shall not be deemed hire or enter into a consulting relationship with or otherwise employ or engage the Key Employee in any capacity that induces the Key Employee to have violated this Agreement solely to leave the extent Residual Information is used internally in employ or service of Purchaser or any of its Affiliates at any time during the ordinary course by three (3) year period after the KPS Group in connection with the Investment Business. Closing Date. (c) For purposes of this Agreement, “Residual Confidential Information” means any shall mean all information that is retained (whether or not in the unaided memories of individuals associated with the KPS Group without specific or intentional reference to written or electronic information; provided, that such individuals’ access form and whether or not expressly designated as confidential) exclusively relating to the Company Group Business and the Transferred Assets. At all times (including after the Restricted Period), Seller shall safeguard and hold all Confidential Information was not in breach strict confidence, and shall not, directly or indirectly in any capacity communicate, reveal, report, publish, disclose or transfer any Confidential Information to any Person (other than Purchaser or its Affiliates) or use any Confidential Information in any manner or for the benefit of this Agreementany Person (other than Purchaser or its Affiliates). For purposes hereunderNotwithstanding the foregoing, memory Seller may disclose Confidential Information: (i) with Purchaser’s prior written consent or following Purchaser’s public disclosure of such Confidential Information; (ii) to a financial advisor or accountant who is unaided if (x) such party did not intentionally memorize or otherwise mentally retain for reference the Residual Information subject to an obligation of confidence, solely for the purpose of retaining it and later using it obtaining advice or disclosing it services from such Person pertaining to Seller’s Tax Returns or other Tax obligations; or (iii) to the extent the disclosure is required by a third partyvalid order of a court or other Governmental Authority having jurisdiction, provided that Seller gives prior written notice to Purchaser of such required disclosure, uses reasonable efforts to obtain (or assist Purchaser in obtaining) a protective order preventing or limiting the disclosure, and (y) at discloses only so much of the time Confidential Information as is required by such order. Any copy or reproduction of such later use such party was not consciously aware (any Confidential Information relating directly or should reasonably have been aware) that such party was using indirectly to the Residual Information. In connection with the Investment Business, the KPS Funds make investments in companies in the ordinary course of business and, as a result of such investments, such companies may be deemed to be affiliated or associated with the Restricted Party Business or the KPS FundsTransferred Assets shall, after the Closing, be the property of Purchaser and shall be delivered to Purchaser by Seller pursuant to Section 5.7. In addition, certain persons that may be deemed to be affiliated with the Restricted Party or the KPS Funds represent large institutions which the Restricted Party does not control. So long as the KPS Funds do Seller shall not make any Company Group copies or otherwise reproduce Confidential Information available in any form except with Purchaser’s prior written consent, and shall deliver to Purchaser or destroy any and all such portfolio companies, individuals or entities, the terms of this Agreement shall not apply to such portfolio companies, individuals or entities; provided, that for the avoidance of doubt, Company Group Confidential Information shall not be imputed to any portfolio companies solely by virtue of the fact that a director, officer or employee of the KPS Funds or their respective representatives that serves as a director (or on any other governing body) of such portfolio company has knowledge of Company Group Confidential Informationcopies and reproductions upon Purchaser’s request.

Restrictive Covenants. (a) Commencing on and for For a period of eighteen five (185) months following years after the Closing Date (the “Restricted Period”), the no Seller shall not, and shall cause its Affiliates not toshall, directly or indirectly, solicit for employmentengage, offer to hireor be interested in any business or entity that engages, hire or enter into within the United States of America and any employment agreement or similar arrangement with any of other state where Sellers conduct the Company Group’s senior executive employees as of Digester Business (the date hereof and as of the Closing (each, a “Restricted PersonTerritory”); provided, in any business substantially similar to the Digester Business, it being understood that such prohibition these covenants not to compete shall not apply to (i) solicitations made to the public or the industry generally through advertising or electronic listing which are not specifically targeted at any such Restricted Person or (ii) the solicitation or hiring of time prevent any Restricted Person who was not otherwise employed by the Buyer or its Affiliates (including any member of the Company Group after the Closing) for six (6) months prior to such hiring. (b) The Seller covenants and agrees that, following the Closing Date, the Seller shall not, and shall cause its Affiliates not to, disclose, and shall direct the Sponsors to, treat and hold as strictly confidential, all Company Group Confidential Information. The Seller covenants and agrees to take all reasonable steps (and to cause each of its Affiliates to take all reasonable steps) to safeguard such Company Group Confidential Information and to protect it against disclosure. In the event that the Seller or its Affiliates is requested or required to disclose any Company Group Confidential Information, the Seller shall or shall cause such Person to notify the Buyer promptly of the request or requirement so that the Buyer may (at Buyer’s expense) seek an appropriate protective order or waive compliance with the provisions of this Section 7.27(b). If, in the absence of a protective order or the receipt of a waiver hereunder, the Seller or any of its Affiliates is compelled to disclose from maintaining passive investments of no more than 3% of the aggregate equity interests of any Company Group Confidential Information to any Governmental Authority, such Person may disclose the Company Group Confidential Information to the Governmental Authority; providedpublicly-traded entity, that is in direct competition with the Seller Digester Business. (b) During the Restricted Period, without the prior written consent of Buyer, no Sellers, directly or indirectly shall (x) solicit, or shall cause such Person to use such Person’s reasonable best efforts to obtaininduce any person who is a customer, at the request supplier, lender or lessor of the Digester Business or any other person which has a business relationship with the Digester Business at any time during the Restricted Period to discontinue or reduce the extent of such relationship with Buyer and at the Buyer’s sole cost and expenseor its Affiliates, an order (y) induce or other assurance that confidential treatment shall be accorded attempt to such portion influence any present or future employee, distributor or sales agent of the Company Group Confidential Information required Digester Business to be disclosed as terminate his, her or its employment or agency relationship with Buyer or its Affiliates or (z) hire or otherwise employ any who was employed by the Buyer shall designate. Notwithstanding the foregoing, the provisions of this Section 7.27(b) shall not apply to (a) any items of Company Group Confidential Information which are or which become part of the public domain other than as a direct or indirect result of disclosure in breach of this Agreement by the Seller or any of its Affiliates at any time during the six (6) month period preceding the date of the solicitation or any Sponsor; (b) any items of Company Group Confidential Information which the Seller or the Sponsors can reasonably demonstrate were independently developed by the Seller or its Affiliates without breaching any of their obligations under this Agreement or applicable Law; hiring. (c) The Sellers hereby expressly represent and warrant that it has or may have knowledge of certain Proprietary Information. The Sellers acknowledge and agree that all such Proprietary Information is confidential and proprietary and that a substantial portion of the Purchase Price is being paid for such Proprietary Information and that it represents a substantial investment having great economic value to Buyer, and constitutes a substantial part of the value to Buyer of the Digester Business and the Purchased Assets. The Sellers acknowledge and agree that ▇▇▇▇▇ would be irreparably damaged if any items of Company Group Confidential the Proprietary Information which the Seller was disclosed to, or used or exploited on behalf of, any Person other than Buyer or any of its Affiliates (including Affiliates. Accordingly, the Sponsors) lawfully receives on a non-confidential basis in good faith from a third party (other than Representatives of the Company Group) which is Sellers covenant and agree that it shall not, and it shall use its best efforts to ensure that any other Person acting on its behalf does not, without the prior written consent of Buyer, disclose, use or exploit any such Proprietary Information, for the benefit of any Seller or of any third-party, except that the Sellers may disclose, use or exploit a particular item of Proprietary Information if and to the knowledge of the Seller or the applicable Sponsor, under any contractual obligation of confidentiality, or any other legal or fiduciary obligation of confidentiality, with respect to such Company Group Confidential Information; or extent (d) any items of the Company Group Confidential Information approved for release by written authorization of the Buyer. Notwithstanding the foregoing or anything in this Agreement but only if and to the contrary, the Buyer acknowledges extent) that such item: (i) the Seller and its Affiliates, and their respective investment funds and accounts (collectively, the “KPS Funds”) and their respective employees and other representatives (collectively, the “KPS Group”) are engaged is or becomes publicly known or generally known in the business of making investments in a variety of companies at various stages of development (the “Investment Business”), (ii) in the course of carrying on the Investment Business, members industry of the KPS Group receive and review confidential and proprietary information from many sources, invest in many companies, and mentor, advise and otherwise interact with (including by providing individuals to serve on the boards of) investee/portfolio companies, any Digester Business through no act of which may be competitive with or otherwise adverse to the Company Group and (iii) it is not the intention of the Parties that this Agreement interfere with the ability of the KPS Group to carry on the Investment Business, including the investment in entities competitive with the Buyer or the Company or its Subsidiaries; provided, that, in each case, no Company Group Confidential Information is used or disclosed in connection therewith in breach of this Agreement. The Buyer further acknowledges that certain information relating to the Company Group and their industries gained from access to the Company Group Confidential Information may not be capable of being separated from the KPS Group’s overall knowledge; therefore, provided that neither the KPS Funds nor their respective employees or other representatives disclose any Company Group Confidential Information a Seller in violation of this Agreement, the KPS Group will not or is obtained from a third party that may lawfully disclose such information without breaching any obligation of confidentiality applicable to such third party; (ii) is required to be deemed disclosed to have violated this Agreement solely to the extent Residual Information is used internally in the ordinary course or by the KPS Group in connection with the Investment Business. For purposes Order of this Agreement, “Residual Information” means any information that is retained in the unaided memories a Governmental Authority or a court of individuals associated with the KPS Group without specific or intentional reference to written or electronic information; provided, that such individuals’ access to the Company Group Confidential Information was not in breach of this Agreement. For purposes hereunder, memory is unaided if (x) such party did not intentionally memorize law or otherwise mentally retain as required by law; provided that prior to any such disclosure notice of such requirement of disclosure is provided to ▇▇▇▇▇ and ▇▇▇▇▇ is afforded the reasonable opportunity to object to such disclosure; or (iii) has been publicly disclosed by ▇▇▇▇▇ after the Closing. (d) If any portion of the restrictions set forth in this Section 5.2 should, for reference any reason whatsoever, be declared invalid by a court of competent jurisdiction, the Residual Information validity or enforceability of the remainder of such restrictions shall not thereby be adversely affected. Further, Sellers declare that the territorial and time limitations set forth in this Section 5.2 are reasonable and properly required for the purpose adequate protection of retaining it and later using it or disclosing it to a third party, and (y) at the time of such later use such party was not consciously aware (or should reasonably have been aware) that such party was using Digester Business as conducted by Buyer following the Residual InformationClosing. In connection with the Investment Business, the KPS Funds make investments in companies in the ordinary course of business and, as a result of event any such investments, such companies may be territorial or time limitation is deemed to be affiliated or associated with unreasonable by a court of competent jurisdiction, Sellers agree to the Restricted Party or the KPS Funds. In addition, certain persons that may be deemed to be affiliated with the Restricted Party or the KPS Funds represent large institutions which the Restricted Party does not control. So long as the KPS Funds do not make any Company Group Confidential Information available to such portfolio companies, individuals or entities, the terms of this Agreement shall not apply to such portfolio companies, individuals or entities; provided, that for the avoidance of doubt, Company Group Confidential Information shall not be imputed to any portfolio companies solely by virtue reduction of the fact that a director, officer territorial or employee of time limitation to the KPS Funds area or their respective representatives that serves as a director (or on any other governing body) of period which such portfolio company has knowledge of Company Group Confidential Informationcourt shall have deemed reasonable.

Restrictive Covenants. (a) Commencing on Dunne hereby covenants and agr▇▇▇ ▇ith the Company that, in consideration for a period the payments and other valuable consideration to be provided to Dunne under this Agreement, fo▇ ▇ ▇eriod (the "Restricted Period") of eighteen twenty-three (1823) months following from the Closing Date (the “Restricted Period”)Effective Date, the Seller Dunne shall not, and without the p▇▇▇▇ written consent of the President of the Company (which consent shall cause its Affiliates not tobe unreasonably withheld), either directly or indirectly, solicit for employmenton his own account or as an executive, offer to hireconsultant, hire agent, partner, joint venturer, owner, director or enter into shareholder of any employment agreement other person, firm, corporation, partnership, limited liability company or similar arrangement with any of the Company Group’s senior executive employees as of the date hereof and as of the Closing (each, a “Restricted Person”); provided, that such prohibition shall not apply to other entity: (i) solicitations made Perform services for any Competing Business, as hereinafter defined, that are substantially similar in whole or in part to those that he performed for the public Company, including specifically, but not limited to, participating in the financing or executive management of a business marketing information technology solutions, products and services or the industry generally through advertising or electronic listing which are not specifically targeted at any such Restricted Person or (ii) the solicitation or hiring management of any Restricted Person who was not otherwise employed by the Buyer or its Affiliates (including any member of the Company Group after the Closing) for six (6) months prior to such hiring. (b) The Seller covenants and agrees that, following the Closing Date, the Seller shall not, and shall cause its Affiliates not to, disclose, and shall direct the Sponsors to, treat and hold as strictly confidential, all Company Group Confidential Information. The Seller covenants and agrees to take all reasonable steps (and to cause each of its Affiliates to take all reasonable steps) to safeguard such Company Group Confidential Information and to protect it against disclosure. In the event that the Seller or its Affiliates is requested or required to disclose any Company Group Confidential Information, the Seller shall or shall cause such Person to notify the Buyer promptly of the request or requirement so that the Buyer may (at Buyer’s expense) seek an appropriate protective order or waive compliance with the provisions of this Section 7.27(b). If, individuals involved in the absence marketing and sale of a protective order or the receipt of a waiver hereunderinformation technology solutions, the Seller or any of its Affiliates is compelled to disclose any Company Group Confidential Information to any Governmental Authority, such Person may disclose the Company Group Confidential Information to the Governmental Authority; provided, that the Seller shall or shall cause such Person to use such Person’s reasonable best efforts to obtain, at the request of the Buyer products and at the Buyer’s sole cost and expense, an order or other assurance that confidential treatment shall be accorded to such portion of the Company Group Confidential Information required to be disclosed as the Buyer shall designate. Notwithstanding the foregoing, the provisions of this Section 7.27(b) shall not apply to (a) any items of Company Group Confidential Information which are or which become part of the public domain other than as a direct or indirect result of disclosure in breach of this Agreement by the Seller or any of its Affiliates or any Sponsor; (b) any items of Company Group Confidential Information which the Seller or the Sponsors can reasonably demonstrate were independently developed by the Seller or its Affiliates without breaching any of their obligations under this Agreement or applicable Law; (c) any items of Company Group Confidential Information which the Seller or any of its Affiliates (including the Sponsors) lawfully receives on a non-confidential basis in good faith from a third party (other than Representatives of the Company Group) which is not, to the knowledge of the Seller or the applicable Sponsor, under any contractual obligation of confidentiality, or any other legal or fiduciary obligation of confidentiality, with respect to such Company Group Confidential Information; or (d) any items of the Company Group Confidential Information approved for release by written authorization of the Buyer. Notwithstanding the foregoing or anything in this Agreement to the contrary, the Buyer acknowledges that (i) the Seller and its Affiliates, and their respective investment funds and accounts (collectively, the “KPS Funds”) and their respective employees and other representatives (collectively, the “KPS Group”) are engaged in the business of making investments in a variety of companies at various stages of development (the “Investment Business”), (ii) in the course of carrying on the Investment Business, members of the KPS Group receive and review confidential and proprietary information from many sources, invest in many companies, and mentor, advise and otherwise interact with (including by providing individuals to serve on the boards of) investee/portfolio companies, any of which may be competitive with or otherwise adverse to the Company Group and (iii) it is not the intention of the Parties that this Agreement interfere with the ability of the KPS Group to carry on the Investment Business, including the investment in entities competitive with the Buyer or the Company or its Subsidiaries; provided, that, in each case, no Company Group Confidential Information is used or disclosed in connection therewith in breach of this Agreement. The Buyer further acknowledges that certain information relating to the Company Group and their industries gained from access to the Company Group Confidential Information may not be capable of being separated from the KPS Group’s overall knowledge; therefore, provided that neither the KPS Funds nor their respective employees or other representatives disclose any Company Group Confidential Information in violation of this Agreement, the KPS Group will not be deemed to have violated this Agreement solely to the extent Residual Information is used internally in the ordinary course by the KPS Group in connection with the Investment Businessservices. For purposes of this Agreement, “Residual Information” means the term "Competing Business" shall mean any information entity engaged in the research, financing, development, marketing or sale of products or services which are or would be competitive with those products and services being marketed by the Company at the Effective Date. This covenant shall apply only within the "Territory" that is retained in defined as the unaided memories fifty states of individuals associated the United States. Dunne recognizes and agrees th▇▇ ▇▇ his capacity as Chairman and Chief Executive Officer of the Company, his duties extended throughout the entire service area of the Company, which includes, at a minimum, the fifty states of the United States and that, because of the executive nature of Dunne's position with the KPS Group without specific or intentional reference Comp▇▇▇, ▇▇ order to written or electronic information; provided, that such individuals’ access to afford the Company Group Confidential Information was not in breach of protection from unfair competition by Dunne following his resi▇▇▇▇▇on, this Agreementcovenant must extend throughout the stated Territory. For purposes hereunder, memory is unaided if (x) such party did not intentionally memorize or otherwise mentally retain for reference the Residual Information for the purpose of retaining it and later using it or disclosing it to a third party, and (y) at the time of such later use such party was not consciously aware (or should reasonably have been aware) that such party was using the Residual Information. In connection with the Investment Business, the KPS Funds make investments in companies in the ordinary course of business and, as a result of such investments, such companies may be deemed to be affiliated or associated with the Restricted Party or the KPS Funds. In addition, certain persons that may be deemed to be affiliated with the Restricted Party or the KPS Funds represent large institutions which the Restricted Party Dunne further acknowledges tha▇ ▇▇▇s covenant does not controlprohibit him from engaging in his entire trade or business, but only a very limited segment of the information technology solutions industry. So long as the KPS Funds do not make any Company Group Confidential Information available to such portfolio companies, individuals or entities, the terms of this Agreement This covenant also shall not apply prohibit Dunne from owning up to such portfolio companiesfive (▇) ▇▇rcent of the common stock of any publicly traded information technology solutions company for investment purposes, individuals or entities; provided, that for the avoidance of doubt, Company Group Confidential Information which investment shall not be imputed deemed, in and of itself, to any portfolio companies solely by virtue be a violation of the fact that a director, officer or employee of the KPS Funds or their respective representatives that serves as a director (or on any other governing body) of such portfolio company has knowledge of Company Group Confidential Information.this Section 8(a)(i); or

Restrictive Covenants. To assure that the Purchaser will realize the benefits of the Asset Purchaser, Seller and each of the Principals agrees that it will not, and will ensure that each of its Affiliates does not: (a) Commencing on and for a period of eighteen (18) months following In the Restricted Area, from the Closing Date (until the “Restricted Period”), the Seller shall not, and shall cause its Affiliates not toNon-Compete Termination Date, directly or indirectly, solicit for employmentalone or as a partner, offer to hirejoint venturer, hire officer, director, member, employee, consultant, agent or enter into independent contractor of, or lender to, any employment agreement person or similar arrangement with any of the Company Group’s senior executive employees as of the date hereof and as of the Closing (eachbusiness, a “Restricted Person”); provided, that such prohibition shall not apply to (i) solicitations made to compete with the public or the industry generally through advertising or electronic listing which are not specifically targeted at any such Restricted Person Business or (ii) commence business operations at the solicitation Closed Websites or hiring transfer any interest in the Closed Websites to any other party; provided, however, that (1) the passive ownership of any Restricted Person who was not otherwise employed by the Buyer or its Affiliates (including any member less than five percent of the Company Group after ownership interests of an entity having a class of securities that is traded on a national securities exchange or in the Closingover-the-counter market and (2) for six (6) months prior to such hiringoperation of the Excluded Websites as operated on the date of this Agreement are not a violation of this Section 8.10(a). For avoidance of doubt, Seller and the Principals may derive revenue from affiliate marketing programs provided that it does not result from thrift, deals, coupons or coupon aggregation. (b) The Seller covenants and agrees that, following From the Closing Date until the Non-Compete Termination Date, directly or indirectly induce any person who is a contractor or vendor of the Business as of the Closing Date to withdraw, curtail or cancel, or engage in any other activity that could adversely affect in any material respect the relationship such person has with Purchaser or its Affiliate with respect to the Business. (c) If and when Purchaser in good faith believes Seller, either Principal or any of their Affiliates is competing with the Business, Purchaser shall promptly and prior to taking any other action notify Seller shall notand the Principals, providing in reasonable detail the basis for Purchaser’s belief, so that Seller and shall cause its Affiliates not to, disclose, and shall direct the Sponsors to, treat and hold as strictly confidential, all Company Group Confidential InformationPrincipals can consider whether to continue the activities Purchaser believes are competitive. The Seller covenants and agrees the Principals hereby acknowledge and agree that the forgoing sentence does not create an affirmative obligation on the part of the Purchaser to take all monitor the Seller’s or the Principals’ activities. (d) Each Principal and Seller acknowledges that the restrictions in this Section 8.10 are reasonable steps (in scope and to cause each of its Affiliates to take all reasonable steps) to safeguard such Company Group Confidential Information duration and are necessary to protect it against disclosurePurchaser after the Closing. In The Seller and the event Principals acknowledge that the Seller or its Affiliates is requested or required to disclose any Company Group Confidential Information, the Seller shall or shall cause such Person to notify the Buyer promptly of the request or requirement so that the Buyer may (at Buyer’s expense) seek an appropriate protective order or waive compliance with the provisions a breach of this Section 7.27(b). If8.10 will cause irreparable damage to Purchaser, in the absence and upon breach of any provision of this Section 8.10, Purchaser will be entitled to injunctive relief, a protective order specific performance or the receipt of a waiver hereunderother equitable relief without bond or other security, the Seller or any of its Affiliates is compelled to disclose any Company Group Confidential Information to any Governmental Authorityprovided, such Person may disclose the Company Group Confidential Information to the Governmental Authority; providedhowever, that the Seller shall or shall cause such Person to use such Person’s reasonable best efforts to obtain, at the request foregoing remedies will in no way limit any other remedies Purchaser may have. (e) Each covenant and restraint set out in this Section 8.10 when read together with each of the Buyer paragraphs in the definitions of Restricted Area and at the Buyer’s sole cost Non-Compete Termination Date has effect as a separate and expense, an order or other assurance that confidential treatment shall be accorded to such portion independent covenant and restraint. (f) If any of the Company Group Confidential Information required to be disclosed as the Buyer shall designate. Notwithstanding the foregoing, the provisions of several separate and independent covenants and restraints in this Section 7.27(b) shall not apply to (a) any items of Company Group Confidential Information which 8.10 are or which become part invalid or unenforceable for any reason then that invalidity or unenforceability will not affect the validity or enforceability of any of the public domain other than as a direct separate and independent covenants and restraints in this Section 8.10. (g) If any of the prohibitions or indirect result restrictions contained in this Section 8.10 are judged to go beyond what is reasonable in the circumstances and necessary to protect the goodwill of disclosure in breach of this Agreement the Business but would be judged reasonable and necessary if any activity were deleted or the period or area were reduced, then the prohibitions or restrictions apply with that activity deleted or that period or area reduced by the Seller or any of its Affiliates or any Sponsor; (b) any items of Company Group Confidential Information which the Seller or the Sponsors can reasonably demonstrate were independently developed by the Seller or its Affiliates without breaching any of their obligations under this Agreement or applicable Law; (c) any items of Company Group Confidential Information which the Seller or any of its Affiliates (including the Sponsors) lawfully receives on a non-confidential basis in good faith from a third party (other than Representatives of the Company Group) which is not, to the knowledge of the Seller or the applicable Sponsor, under any contractual obligation of confidentiality, or any other legal or fiduciary obligation of confidentiality, with respect to such Company Group Confidential Information; or (d) any items of the Company Group Confidential Information approved for release by written authorization of the Buyer. Notwithstanding the foregoing or anything in this Agreement to the contrary, the Buyer acknowledges that (i) the Seller and its Affiliates, and their respective investment funds and accounts (collectively, the “KPS Funds”) and their respective employees and other representatives (collectively, the “KPS Group”) are engaged in the business of making investments in a variety of companies at various stages of development (the “Investment Business”), (ii) in the course of carrying on the Investment Business, members of the KPS Group receive and review confidential and proprietary information from many sources, invest in many companies, and mentor, advise and otherwise interact with (including by providing individuals to serve on the boards of) investee/portfolio companies, any of which may be competitive with or otherwise adverse to the Company Group and (iii) it is not the intention of the Parties that this Agreement interfere with the ability of the KPS Group to carry on the Investment Business, including the investment in entities competitive with the Buyer or the Company or its Subsidiaries; provided, that, in each case, no Company Group Confidential Information is used or disclosed in connection therewith in breach of this Agreement. The Buyer further acknowledges that certain information relating to the Company Group and their industries gained from access to the Company Group Confidential Information may not be capable of being separated from the KPS Group’s overall knowledge; therefore, provided that neither the KPS Funds nor their respective employees or other representatives disclose any Company Group Confidential Information in violation of this Agreement, the KPS Group will not be deemed to have violated this Agreement solely to the extent Residual Information is used internally in the ordinary course by the KPS Group in connection with the Investment Business. For purposes of this Agreement, “Residual Information” means any information that is retained in the unaided memories of individuals associated with the KPS Group without specific or intentional reference to written or electronic information; provided, that such individuals’ access to the Company Group Confidential Information was not in breach of this Agreement. For purposes hereunder, memory is unaided if (x) such party did not intentionally memorize or otherwise mentally retain for reference the Residual Information for the purpose of retaining it and later using it or disclosing it to a third party, and (y) at the time of such later use such party was not consciously aware (or should reasonably have been aware) that such party was using the Residual Information. In connection with the Investment Business, the KPS Funds make investments in companies in the ordinary course of business and, as a result of such investments, such companies may be deemed to be affiliated or associated with the Restricted Party or the KPS Funds. In addition, certain persons that may be deemed to be affiliated with the Restricted Party or the KPS Funds represent large institutions which the Restricted Party does not control. So long as the KPS Funds do not make any Company Group Confidential Information available to such portfolio companies, individuals or entities, the terms of this Agreement shall not apply to such portfolio companies, individuals or entities; provided, that for the avoidance of doubt, Company Group Confidential Information shall not be imputed to any portfolio companies solely by virtue of the fact that a director, officer or employee of the KPS Funds or their respective representatives that serves as a director (or on any other governing body) of such portfolio company has knowledge of Company Group Confidential Informationminimum amount necessary.