Common use of Covenant Not to Compete Clause in Contracts

Covenant Not to Compete. During the Initial Term or any Renewal Term of this Agreement and for the Restricted Period, Employee shall not directly or indirectly engage in any business or activity of any nature whatsoever, which is substantially competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within fifty (50) miles of the places of business of Employer or any MVB Financial subsidiaries or affiliates (the “Restricted Territory”), nor shall Employee sell, or solicit the sale of, any services or products related thereto, directly or indirectly, to any of the customers of Employer or any MVB Financial subsidiaries or affiliates. Without limitation of the foregoing, Employee shall not be, or serve as, a proprietor, partner, officer, director, stockholder [except a stockholder of not more than five percent (5%) of the outstanding stock of any company listed on a national securities exchange or traded over the counter], employee, sales representative or consultant for any organization, company or business entity of any type which engages in any business or activity of any nature whatsoever, which is competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within the Restricted Territory. In the event this covenant not to compete shall be deemed by any court or body of competent jurisdiction to be unenforceable in whole or in part by reason of its extending for too long a period of time, or too great a geographical area or over too great a range of activities, or overly broad in any other respect or for any other reason, then and in such event this Agreement shall be deemed modified and interpreted to extend over only such maximum period of time, geographical area or range of activities, or otherwise, so as to render these provisions valid and enforceable, and as so modified, these provisions shall be enforceable and enforced. BY SIGNING THIS AGREEMENT, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, (B) SPECIAL, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENT, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYER.

Covenant Not to Compete. During the Initial Term or any Renewal Term of this Agreement and for the Restricted Period, Employee Intel shall not directly or indirectly engage in any business or activity of any nature whatsoever, which is substantially competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within fifty (50) miles of the places of business of Employer or any MVB Financial subsidiaries or affiliates (the “Restricted Territory”), nor shall Employee sell, or solicit the sale of, any services or products related thereto, directly or indirectly, be required to agree to any of the customers of Employer or covenants including without limitation any MVB Financial subsidiaries or affiliates. Without limitation of the foregoing, Employee shall not be, or serve as, a proprietor, partner, officer, director, stockholder [except a stockholder of not more than five percent (5%) of the outstanding stock of any company listed on a national securities exchange or traded over the counter], employee, sales representative or consultant for any organization, company or business entity of any type which engages in any business or activity of any nature whatsoever, which is competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within the Restricted Territory. In the event this covenant not to compete or any covenant not to solicit any of the customers, employees or suppliers of any party to the Transaction. Furthermore, notwithstanding the foregoing, the obligation of Orbotech to sell its shares (the “OrbotechTransaction”) pursuant to this Article 29B shall be deemed subject to the condition that the only representations, warranties or indemnities that Orbotech shall be required to make in connection with the Orbotech Transaction are representations, warranties and indemnities concerning (i) legal ownership of the Company’s securities to be sold by Orbotech (the “Orbotech Securities”), and (ii) the corporate authority of Orbotech to convey title to the Orbotech Securities, and the ability to do so free and clear of liens, encumbrances or adverse claims (the “Orbotech Required Obligations”). The Orbotech Required Obligations shall be in the same form as those to be given by each of the other shareholders of the Company and shall be given by Orbotech on a several (but not joint) basis only. 29C. STAND STILL Notwithstanding anything to the contrary in these Articles, any issuance of securities by the Company, and any sale, transfer, pledge, encumbrance or other disposal of any of the securities of the Company (by the Company or any shareholder), or any other action (including repurchase of any shares of the Company by the Company or by any court subsidiary thereof), other than any action in which the provisions of Article 29B (Bring Along) shall apply, which results in a Strategic Investor (as defined below) whether or body not a shareholder of competent jurisdiction to be unenforceable in whole or in part by reason of its extending for too long a period of timethe Company, holding (together with affiliates, Permitted Transferees, or too great a geographical area other parties acting in concert with it) more than 20% of the voting rights in the Company, is prohibited unless approved in writing in advance by the Majority Preferred Shareholders (excluding, for the purposes of such majority, any Strategic Investors and their affiliates and Permitted Transferees or over too great a range other parties acting in concert with them) and on terms and conditions approved by them. Any of activities, or overly broad the transactions set forth in any other respect or for any other reason, then and in such event this Agreement the forgoing sentence not so approved shall be deemed modified null and interpreted void and shall not be registered in the Company’s Shareholders Register. For purpose hereof a “Strategic Investor” shall mean a corporation or other business entity whose business is related to extend over only such maximum period the Company’s business and who is likely to have a business or technologic interest in the Company’s business, as distinguished from an interest for the sole purpose of time, geographical area or range of activities, or otherwise, so as to render these provisions valid and enforceable, and as so modified, these provisions shall be enforceable and enforceda financial investment. BY SIGNING THIS AGREEMENT, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, (B) SPECIAL, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENT, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYER.CALLS

Covenant Not to Compete. During (a) In furtherance of the Initial Term or ----------------------- sale of the Shares, the HEA Membership Interests and the SMMSLP LP Interests to Buyer hereunder, Parent covenants and agrees that, for a period ending on the fourth anniversary of the Closing Date, neither Parent nor any Renewal Term of its Affiliates (which term for purposes of this Agreement and for the Restricted Period, Employee Section 8.5 shall not directly or indirectly engage in include any business or activity Person who ----------- may acquire control of Parent after the Closing Date and any nature whatsoever, which is substantially competitive with the business Affiliates of Employer or any MVB Financial subsidiaries or affiliates within fifty (50such Person immediately prior to such acquisition) miles of the places of business of Employer or any MVB Financial subsidiaries or affiliates (the “Restricted Territory”), nor shall Employee sell, or solicit the sale of, any services or products related theretowill engage, directly or indirectly, to any anywhere in the world where the Business is conducted by the Companies as of the customers of Employer or any MVB Financial subsidiaries or affiliates. Without limitation of the foregoing, Employee shall not be, or serve as, a proprietor, partner, officer, director, stockholder [except a stockholder of not more than five percent (5%) of the outstanding stock of any company listed on a national securities exchange or traded over the counter], employee, sales representative or consultant for any organization, company or Closing Date in business entity of any type which engages in any business or activity of any nature whatsoever, which is activities that are competitive with the Business as conducted by the Companies on the Closing Date (the interest or business that includes such conflicting competitive activities is hereinafter referred to as a "Competitive Business"); provided, however, that -------------------- -------- ------- nothing set forth in this Section 8.5 shall prohibit Parent or its Affiliates ----------- from (i) engaging in the businesses conducted by Parent or its Affiliates (excluding the Companies) on the Closing Date and described in Schedule 8.5, ------------ (ii) owning not in excess of Employer 5% in the aggregate of any class of capital stock or other equity interest of any MVB Financial subsidiaries corporation if such stock is publicly traded and listed on any national or affiliates within regional stock exchange or on the Restricted Territory. In Nasdaq Stock Market, (iii) owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision, subject to compliance with Section 8.5(b), -------------- or (iv) acquiring the event this covenant not to compete shall be deemed by any court assets or body capital stock or other equity interests of competent jurisdiction to be unenforceable in whole or in part by reason of its extending for too long a period of time, or too great a geographical area or over too great a range of activities, or overly broad in any other respect or for any other reason, then and Person engaged in such event business subject to compliance with Section 8.5(b); -------------- and provided, further, that nothing set forth in this Agreement Section 8.5 shall be deemed modified and interpreted to extend over only prohibit -------- ------- ----------- American Home Shield's investment portfolio managed by an independent investment advisor from including not in excess of 5% in the aggregate of any class or equity interest of any Person engaged in such maximum period of time, geographical area or range of activities, or otherwise, so as to render these provisions valid and enforceable, and as so modified, these provisions shall be enforceable and enforced. BY SIGNING THIS AGREEMENT, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, (B) SPECIAL, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENT, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYERCompetitive Business.

Covenant Not to Compete. During Seller agrees that, during the Initial Term or any Renewal Term of this Agreement and for 3-year period immediately following the Restricted PeriodClosing, Employee Seller shall not directly or indirectly engage and shall cause its Subsidiaries, not to, within those countries set forth in any business or activity of any nature whatsoever, which is substantially competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within fifty (50) miles Section 5.12 of the places of business of Employer or any MVB Financial subsidiaries or affiliates (the “Restricted Territory”)Company Disclosure Schedule, nor shall Employee sell, or solicit the sale of, any services or products related theretoengage, directly or indirectly, to in or directly or indirectly acquire, any ownership interest in any firm, corporation, partnership, proprietorship, limited liability company or other business entity that engages in the manufacturing of nitrogen (a “Competing Business”); provided, however, (i) that the customers of Employer or any MVB Financial subsidiaries or affiliates. Without limitation of the foregoing, Employee restrictions contained in this Section 5.12 shall not berestrict the ownership by Seller, its Subsidiaries, directly or serve asindirectly, a proprietor, partner, officer, director, stockholder [except a stockholder of not more less than five percent (5%) 2% of the outstanding capital stock of any publicly traded company listed on engaged in a national securities exchange or traded over Competing Business, (ii) it shall not be a violation of this Section 5.12 to operate a Competing Business that has been acquired by such Person, provided that such Competing Business accounted for less than 10% of the counter]net revenues of the total business acquired and such Competing Business is sold within 12 months of such acquisition, employee, sales representative or consultant for any organization, company or business entity of any type which engages in any business or activity of any nature whatsoever, which is competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within the Restricted Territory. In the event this covenant not to compete (iii) nothing herein contained shall be deemed construed to prevent Seller or its Affiliates from acquiring or merging with any business, Person or entity fifty percent (50%) or more of whose consolidated revenues for the most recently completed fiscal year prior to such acquisition were derived from businesses other than a Competing Business and, in such case, continuing to operate such Competing Business, (iv) nothing herein contained shall be construed to prevent Seller or its Affiliates from being acquired (through a merger or otherwise) by any court business, Person or body of competent jurisdiction entity (a “Potential Acquirer”) who operates a Competing Business and who after such acquisition continues to be unenforceable in whole operate a Competing Business so long as Seller and its direct subsidiaries do not operate a Competing Business and (v) that this Section 5.12 shall not apply to, prohibit or in part by reason anyway inhibit the Seller or its Subsidiaries from owning or operating its facility in North Bend, Ohio; provided, further that nothing in Section 5.12 shall prohibit the Seller or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer in the Ordinary Course of its extending for too long a period of time, or too great a geographical area or over too great a range of activities, or overly broad in any other respect or for any other reason, then and in such event this Agreement shall be deemed modified and interpreted to extend over only such maximum period of time, geographical area or range of activities, or otherwise, so as to render these provisions valid and enforceable, and as so modified, these provisions shall be enforceable and enforced. BY SIGNING THIS AGREEMENT, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, (B) SPECIAL, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENT, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYERBusiness.

Covenant Not to Compete. (a) During the Initial Term or any Renewal Term period commencing on the date hereof and continuing until the expiration of this Agreement and for one (1) year from the Restricted Period, Employee shall not directly or indirectly engage in any business or activity of any nature whatsoever, date on which is substantially competitive Xx. Xxxxxxxxx’x employment with the business of Employer or any MVB Financial subsidiaries or affiliates within fifty (50) miles of the places of business of Employer or any MVB Financial subsidiaries or affiliates Company terminates (the “Restricted TerritoryPeriod”), nor Xx. Xxxxxxxxx shall Employee sellnot, without the prior written consent of the Company, which consent the Company may grant or solicit the sale of, any services or products related theretowithhold in its sole discretion, directly or indirectly, for his own account or the account of others, in any geographic areas in which Xx. Xxxxxxxxx provided services to any of the customers of Employer or any MVB Financial subsidiaries or affiliates. Without limitation of the foregoing, Employee shall not beCompany, or serve asabout which Xx. Xxxxxxxxx obtained Proprietary Information, a proprietorduring the last two years of his employment by the Company, as an employee, consultant, partner, officer, director, director or stockholder [except (other than a stockholder holder of not more less than five percent (5%) of the issued and outstanding stock or other equity securities of an issuer whose securities are publicly traded) engage in the importing, production, marketing, sale or distribution to distributors of any company listed on beer, malt beverage, hard cider or product produced by the Company at any time during Xx. Xxxxxxxxx’x tenure as an employee of the Company (i) which is either produced outside of the United States and imported into the United States or produced within the United States and (ii) which has a national securities exchange or traded over wholesale price within twenty-five percent (25%) of the counter], employee, sales representative or consultant for any organization, company or business entity wholesale price of any type which engages in any business or activity of any nature whatsoeverthe Company’s products, which is competitive including but not limited to products marketed under the trade names XXXXXX XXXXX, TWISTED TEA, ANGRY ORCHARD, TRULY, DOGFISH HEAD and such other trade names as the Company may use to market its products during Xx. Xxxxxxxxx’x employment with the business of Employer Company. Xx. Xxxxxxxxx acknowledges that he has read and understands this provision, and that he has agreed to it knowingly and voluntarily, in order to obtain the benefits provided to Xx. Xxxxxxxxx by the Company. Notwithstanding the foregoing, in the event that you breach your fiduciary duty to the Company, and/or you have unlawfully taken, physically or any MVB Financial subsidiaries or affiliates within electronically, property belonging to the Company, the Restricted Territory. In the event this covenant not to compete Period shall be deemed by any court or body twenty-four (24) months from the date of competent jurisdiction to be unenforceable in whole or in part by reason of its extending for too long a period of time, or too great a geographical area or over too great a range of activities, or overly broad in any other respect or for any other reason, then and in such event this Agreement shall be deemed modified and interpreted to extend over only such maximum period of time, geographical area or range of activities, or otherwise, so as to render these provisions valid and enforceable, and as so modified, these provisions shall be enforceable and enforced. BY SIGNING THIS AGREEMENT, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, (B) SPECIAL, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENT, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYERyour employment termination.

Covenant Not to Compete. During (a) IP hereby acknowledges and agrees that UWWH, Spinco and the Initial Term Spinco Business would be irreparably damaged if IP or any Renewal Term of this Agreement and for the Restricted Period, Employee shall not directly or indirectly engage in any business or activity of any nature whatsoever, which is substantially competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within fifty (50) miles of the places of business of Employer or any MVB Financial subsidiaries or affiliates (the “Restricted Territory”), nor shall Employee sell, or solicit the sale of, any services or products related theretoits Subsidiaries were to, directly or indirectly, to any engage in the Restricted Business and that doing so would result in a significant loss of goodwill and value by Spinco and the Spinco Business. Therefore, in further consideration of the customers of Employer or any MVB Financial subsidiaries or affiliates. Without limitation of the foregoing, Employee shall not be, or serve as, a proprietor, partner, officer, director, stockholder [except a stockholder of not more than five percent (5%) of the outstanding stock of any company listed on a national securities exchange or traded over the counter], employee, sales representative or consultant for any organization, company or business entity of any type which engages in any business or activity of any nature whatsoever, which is competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within the Restricted Territory. In the event this covenant not to compete shall be deemed by any court or body of competent jurisdiction amounts to be unenforceable in whole or in part by reason paid for the Spinco Common Stock and the goodwill of its extending Spinco, IP covenants and agrees that, for too long a period of timefour years from and after the Closing Date, neither IP nor any of its Subsidiaries shall, without the prior written consent of the Surviving Corporation, directly or too great a geographical area or over too great a range of activitiesindirectly, or overly broad in any other respect either for itself or for any other reasonPerson, then and in such event this Agreement shall be deemed modified and interpreted to extend over only such maximum period of timeown or acquire any interest in, geographical area or range of activitiesoperate, manage, control, or otherwiseengage in, so as any business or Person that engages in or owns, invests in, operates, manages or controls any venture or enterprise which directly or indirectly engages, or proposes to render these provisions valid and enforceableengage in, any portion of the Restricted Business; provided, however, that nothing set forth in this Section 8.22 shall prohibit IP or its Subsidiaries from (i) selling, distributing or otherwise providing any products manufactured by third parties that are ancillary to, and sold in connection with, sales of products manufactured by IP or its Affiliates (e.g., polypropylene lids for IP-manufactured food containers) (“IP Ancillary Products”) so long as so modified, these provisions shall be enforceable and enforced. BY SIGNING THIS AGREEMENT, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT all such IP Ancillary Products in the aggregate (Aother than polypropylene lids for IP-manufactured food containers) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOFare of a de minimis value in relation to all IP manufactured Covered Products in the aggregate, (Bii) SPECIALselling any products to or performing any services for the Surviving Corporation or any of its Subsidiaries; or (iii) acquiring the assets or capital stock or other equity interests of any other Person engaged in a Restricted Business; provided, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENTthat, AND subject to Section 8.22(b), in the case of clause (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDEDiii), HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYERIP shall divest or terminate such Restricted Business within 12 months of its acquisition.

Covenant Not to Compete. During The Employee expressly acknowledges that (i) the Initial Term Company is and will be engaged in the manufacture of lines of adhesives, sealants and coatings; (ii) the Employee is one of a limited number of persons who has extensive knowledge and expertise relevant to the businesses of the Company, its Subsidiaries and their Affiliates; (iii) the Employee's performance of his services for the Company hereunder will afford him full and complete access to and cause him to become highly knowledgeable about the Company's, its Subsidiaries' and their Affiliates' Confidential Information; (iv) the agreements and covenants contained in this Section 4.5 are essential to protect the business and goodwill of the Company, its Subsidiaries and their Affiliates because, if the Employee enters into any activities competitive with the businesses of the Company, its Subsidiaries and their Affiliates, he will cause substantial harm to the Company or any Renewal Term its Subsidiaries and Affiliates; and (v) his covenants to the Company, its Subsidiaries and their Affiliates set forth in this Section 4.5 are being made in partial consideration of this Agreement the Company's grant of the Option to him. Accordingly, the Employee hereby agrees that while he is employed by the Company hereunder and for the Restricted Periodone (1) year period thereafter (the "NON-COMPETITION PERIOD"), Employee he shall not directly or indirectly engage own any interest in, invest in, lend to, borrow from, manage, control, participate in, consult with, become employed by, render services to, or in any business or activity of any nature whatsoever, which is substantially competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within fifty (50) miles of the places of business of Employer or any MVB Financial subsidiaries or affiliates (the “Restricted Territory”), nor shall Employee sell, or solicit the sale ofother manner whatsoever engage in, any services or products related thereto, directly or indirectly, to any of the customers of Employer or any MVB Financial subsidiaries or affiliates. Without limitation of the foregoing, Employee shall not be, or serve as, a proprietor, partner, officer, director, stockholder [except a stockholder of not more than five percent (5%) of the outstanding stock of any company listed on a national securities exchange or traded over the counter], employee, sales representative or consultant for any organization, company or business entity of any type which engages in any business or activity of any nature whatsoever, which is competitive with any lines of business actively being engaged in by the Company, its Subsidiaries and their Affiliates or actively (and demonstrably) being considered by the Company, its Subsidiaries and their Affiliates for entry into on the date of the termination of the Employment Period, within any states or geographical regions in which any such line of business is being conducted or in which the Company, its Subsidiaries and their Affiliates is or are actively (and demonstrably) considering engaging in on the date of Employer or any MVB Financial subsidiaries or affiliates within the Restricted Territorytermination of the Employment Period. In The preceding to the event this covenant not to compete contrary notwithstanding, the Employee shall be deemed by free to make investments in the publicly traded securities of any court or body corporation, provided that such investments do not amount to more than 1% of competent jurisdiction to be unenforceable in whole or in part by reason the outstanding securities of its extending for too long a period any class of time, or too great a geographical area or over too great a range of activities, or overly broad in any other respect or for any other reason, then and in such event this Agreement shall be deemed modified and interpreted to extend over only such maximum period of time, geographical area or range of activities, or otherwise, so as to render these provisions valid and enforceable, and as so modified, these provisions shall be enforceable and enforced. BY SIGNING THIS AGREEMENT, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, (B) SPECIAL, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENT, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYERcorporation.

Covenant Not to Compete. During Seller agrees that for a period of five years after the Initial Term or Closing Date, neither Seller nor any Renewal Term of this Agreement and for the Restricted Period, Employee shall not directly or indirectly engage in any business or activity of any nature whatsoever, which is substantially competitive with the business of Employer or any MVB Financial its subsidiaries or affiliates within fifty (50) miles of the places of business of Employer or any MVB Financial subsidiaries or affiliates (the “Restricted Territory”), nor shall Employee sell, or solicit the sale of, any services or products related theretowill, directly or indirectly, to any of the customers of Employer own, manage, operate, join or any MVB Financial subsidiaries or affiliates. Without limitation of the foregoing, Employee shall not becontrol, or serve asparticipate in ownership, a proprietormanagement, partneroperation or control of, officerany business whether in corporate, director, stockholder [except a stockholder of not proprietorship or partnership form or otherwise as more than five a ten percent (5%) of the outstanding stock of any company listed on a national securities exchange or traded over the counter], employee, sales representative or consultant for any organization, company or owner in such business entity of any type which engages in any where such business or activity of any nature whatsoever, which is competitive with the business Business in providing onshore oil field rig workover services and is within a 75-mile radius of Employer any of Purchaser's facilities now existing or Seller's or Holdings' facilities used in the Business or in the operation of the Assets as of the Closing Date. The foregoing does not restrict Seller or its subsidiaries from owning or operating drilling rigs. The parties hereto specifically acknowledge and agree that the remedy at law for any MVB Financial subsidiaries or affiliates within breach of the Restricted Territoryforegoing will be inadequate and that Purchaser, in addition to any other relief available to it, shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage. In the event Seller acknowledges that this covenant not to compete is being provided as an inducement to Purchaser to acquire the Stock and that this Section 7.7 contains reasonable limitations as to time, geographical area and scope of activity to be restrained that do not impose a greater restraint than is necessary to protect the goodwill or other business interest of Purchaser in the Business. Whenever possible, each provision of this Section 7.7 shall be deemed interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Section 7.7 is prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remaining provisions of this Section 7.7. If any provision of this Section 7.7 is, for any reason, judged by any court or body of competent jurisdiction to be unenforceable invalid or unenforceable, such judgment shall not affect, impair or invalidate the remainder of this Section 7.7 but shall be confined in whole its operation to the provision of this Section 7.7 directly involved in the controversy in which such judgment has been rendered. If the provisions of this Section 7.7 are ever deemed to exceed the time or in part geographic limitations permitted by reason of its extending for too long a period of time, or too great a geographical area or over too great a range of activities, or overly broad in any other respect or for any other reasonapplicable laws, then and in such event this Agreement shall be deemed modified and interpreted to extend over only such maximum period of time, geographical area or range of activities, or otherwise, so as to render these provisions valid and enforceable, and as so modified, these provisions shall be enforceable and enforced. BY SIGNING THIS AGREEMENT, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, (B) SPECIAL, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENT, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYERreformed to the maximum time or geographic limitations permitted by applicable law.

Covenant Not to Compete. During Executive agrees that if, and only if, (i) Executive is terminated by Employer with Cause; (ii) Executive resigns without Good Reason from his employment with Employer; or (iii) on or after a Change in Control, Executive is terminated without Cause or resigns for Good Reason and receives a CIC Lump Sum Payment; then for a period of twelve (12) months from the Initial Term or any Renewal Term of this Agreement and for the Restricted Perioddate when Executive’s employment with Employer ends, Employee he shall not directly (a) become employed or indirectly engage in any business or activity of any nature whatsoever, which is substantially competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within fifty (50) miles of the places of business of Employer or any MVB Financial subsidiaries or affiliates (the “Restricted Territory”), nor shall Employee sell, or solicit the sale of, any services or products related theretoretained by, directly or indirectly, any bank or other regulated financial services institution with an office or operating branch in any county in New Jersey within which TRCB or any other then existing subsidiary of TRB maintains an office or branch, which bank or institution (i) directly competes with TRCB or any other then existing subsidiary of TRB, and (ii) could reasonably be expected to materially adversely affect the revenues generated by TRCB or any other then existing subsidiary of TRB, or (b) solicit, entice or induce any person who, at any time during the customers one year period through such date was, or at any time during the period of twelve (12) months from the date when Executive’s employment with Employer ends is, either an employee of Employer in a senior managerial, operational or lending capacity, or a highly skilled employee with access to and responsibility for any confidential information, to become employed or engaged by Executive or any MVB Financial subsidiaries or affiliates. Without limitation of the foregoingperson, Employee shall not be, or serve as, a proprietor, partner, officer, director, stockholder [except a stockholder of not more than five percent (5%) of the outstanding stock of any company listed on a national securities exchange or traded over the counter], employee, sales representative or consultant for any organizationfirm, company or business entity association in which Executive has an interest; approach any such person for any such purpose; or authorize or knowingly approve the taking of any type which engages in any business or activity of any nature whatsoever, which is competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within the Restricted Territory. In the event this covenant not to compete shall be deemed such actions by any other person or entity. Executive acknowledges that the terms and conditions of this restrictive covenant are reasonable and necessary to protect TRB, its subsidiaries, and its affiliates, and that Employer’s tender of performance under this Agreement, including the payment of the CIC Lump Sum Payment, is fair, adequate and valid consideration in exchange for his promises under this Paragraph 15 of this Agreement. Executive further acknowledges that his knowledge, skills and abilities are sufficient to permit him to earn a satisfactory livelihood without violating the provisions of this Paragraph 15. Executive agrees that, should Employer reasonably conclude that Executive has failed to fully comply with all of the terms of this Section 15, Employer may apply to a court or body of competent jurisdiction for such equitable relief as Employer believes to be unenforceable in whole or in part by reason of its extending for too long a period of time, or too great a geographical area or over too great a range of activities, or overly broad in any other respect or for any other reason, then necessary and in such event this Agreement shall be deemed modified and interpreted to extend over only such maximum period of time, geographical area or range of activities, or otherwise, so as to render these provisions valid and enforceableeffective, and may pursue a claim against Executive for damages. Executive further agrees that Executive shall reimburse Employer for all legal fees incurred by Employer in (i) applying for and securing such equitable relief as so modifiedis granted under the preceding sentence, these provisions shall be enforceable and enforced. BY SIGNING THIS AGREEMENT, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (Aii) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, (B) SPECIAL, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENT, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYERasserting and pursuing a claim for damages under the preceding sentence which is adjudicated wholly or partially in favor of Employer.

Covenant Not to Compete. During The Employee recognizes that the Initial Term services to be performed by the Employee hereunder are special, unique and extraordinary and that by reason of his employment hereunder, the Employee will acquire confidential information and trade secrets concerning the Corporation's operation and the operations of the Corporation's affiliates. Accordingly, for all purposes hereunder or in respect hereof, the Employee agrees that during the longer of (i) any Renewal Term period or periods in or in respect of this Agreement which the Employee is receiving or has received the compensation provided for in Paragraph 3.2 hereof whether or not the Employee is employed by or rendering services to the Corporation during such period or periods), or (ii) the period of the Employee's employment hereunder and a period of two years after termination of such employment (whether voluntary on the Employee's part or otherwise and for or without cause) (except that such period of two years shall be (A) reduced to one year if the Restricted Period, Employee shall not directly or indirectly engage have remained in any business or activity of any nature whatsoever, which is substantially competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within fifty (50) miles employ of the places Corporation hereunder for an aggregate period of business of Employer or any MVB Financial subsidiaries or affiliates at least six years and (the “Restricted Territory”B) eliminated entirely if such aggregate period shall be at least nine years), nor shall the Employee sell, or solicit the sale of, any services or products related theretowill not, directly or indirectly, to any of the customers of Employer or any MVB Financial subsidiaries or affiliates. Without limitation of the foregoing, Employee shall not be, or serve as, a proprietor, partner, as an officer, director, stockholder [except a stockholder stockholder, partner, associate, employee, consultant, owner, agent, creditor, co-venturer or otherwise, become or be interested in or be associated with any other corporation, firm or business engaged, in any geographical area in which the Corporation or any of its affiliates are so engaged, in the same or any similar or competitive business with that of the Corporation or with that of the Corporation's affiliates. The Employee's ownership, directly or indirectly, of not more than five two percent of the issued and outstanding stock (5%or debt obligations not aggregating more than $500,000) of any corporation the outstanding stock shares of any company listed which are regularly traded on a national securities exchange or traded over in the counter]over-the-counter market shall not in any event be deemed to be a violation of the provisions of this Paragraph. The Corporation shall be entitled, employeein addition to any other right and remedy it may have, sales representative at law or consultant for any organizationin equity, company or business entity to an injunction, without the posting of any type which engages in any business bond or activity of any nature whatsoeverother security, which is competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within the Restricted Territory. In the event this covenant not to compete shall be deemed by any court or body of competent jurisdiction to be unenforceable in whole or in part by reason of its extending for too long a period of time, or too great a geographical area or over too great a range of activities, or overly broad in any other respect or for any other reason, then and in such event this Agreement shall be deemed modified and interpreted to extend over only such maximum period of time, geographical area or range of activities, or otherwise, so as to render these provisions valid and enforceable, and as so modified, these provisions shall be enforceable and enforced. BY SIGNING THIS AGREEMENT, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, (B) SPECIAL, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENT, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYER.enjoining or

Covenant Not to Compete. During (a) Seller agrees that for a period (such period, the Initial Term or any Renewal Term “Non-Compete Expiration Date”) between the Closing Date and the earliest to occur of this Agreement and for (i) the Restricted Period, Employee shall not directly or indirectly engage in any business or activity of any nature whatsoever, which is substantially competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within fifty (50) miles third anniversary of the places Closing Date; (ii) the first anniversary of business the date of Employer or any MVB Financial subsidiaries or affiliates a Buyer Change of Control; and (iii) the “Restricted Territory”)first anniversary of the date of a Seller Change of Control, nor Seller shall Employee sellnot, or solicit the sale of, any services or products related theretoand shall cause its Affiliates not to, directly or indirectly, manage, operate, control, engage or acquire any ownership interest in any firm, corporation, partnership, proprietorship or other business entity that engages in a business in competition with Buyer with respect to the Base PM Business, as the Base PM Business has been conducted during the twelve (12) month period preceding the date of this Agreement, on a worldwide basis (each a “Seller Competing Business”); provided, however, that it shall not be a violation of this Section 7.7(a) for Seller or any of the customers of Employer its Affiliates (i) to own, directly or any MVB Financial subsidiaries or affiliates. Without limitation of the foregoingindirectly, Employee shall not besolely as an investment, or serve as, a proprietor, partner, officer, director, stockholder [except a stockholder of not more than five percent (5%) of the outstanding stock securities of any company listed Person that are traded on a national securities exchange (or traded over a securities exchange outside the counter], employee, sales representative or consultant for any organization, company or business entity of any type which engages in any business or activity of any nature whatsoever, which is competitive with the business of Employer U.S.) if Seller or any MVB Financial subsidiaries or affiliates within the Restricted Territory. In the event this covenant not to compete shall be deemed by any court or body of competent jurisdiction to be unenforceable in whole or in part by reason of its extending for too long a period of time, or too great a geographical area or over too great a range of activities, or overly broad in any other respect or for any other reason, then and in such event this Agreement shall be deemed modified and interpreted to extend over only such maximum period of time, geographical area or range of activities, or otherwise, so as to render these provisions valid and enforceable, and as so modified, these provisions shall be enforceable and enforced. BY SIGNING THIS AGREEMENT, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT Affiliates (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, is not a controlling Person or a member of a group that controls such Person and (B) SPECIALdoes not, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENTdirectly or indirectly, AND own more than 5% of the voting securities of such Person, (Cii) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENTto directly or indirectly acquire any Person that includes a Seller Competing Business that, at the time of such acquisition, constituted less than 20% of the assets or revenue of such Person, provided that Seller disposes of such Seller Competing Business within twelve (12) months after the closing date of such acquisition (regardless of whether such twelve (12) month period extends beyond the Non-Compete Expiration Date) or (iii) provide services pursuant to the Transition Services Agreement. PROVIDEDAlso, HOWEVERin the event that from the period between the Closing Date until the Non-Compete Expiration Date, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(BSeller completes a business combination transaction with a Person that is engaged in any Seller Competing Business, which transaction results in such Person beneficially owning more than 50% of the voting power of the voting securities of Seller outstanding immediately prior to the consummation of such transaction (a “Seller Change of Control”), such Person and its Affiliates (other than Seller (or the surviving entity of Seller or successor in interest of Seller or its assets) OR 5(Dand its Subsidiaries) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYERshall not be subject to the restrictions in this Section 7.7(a) and Buyer and its Affiliates shall not be subject to the restrictions in Section 7.7(b). For avoidance of doubt, nothing in this Section 7.7(a) shall prevent Seller or any of its Affiliates from operating, and it shall not be a violation of this Section 7.7(a) for Seller or any of its Affiliates to operate, the Non-PM Business.

Covenant Not to Compete. During The Executive acknowledges and agrees with the Initial Term Company that during the course of the Executive's employment with the Company, the Executive has had and will continue to have the opportunity to develop relationships with existing employees, customers and other business associates of the Company and the Subsidiaries, which relationships constitute goodwill of the Company, and the Executive acknowledges and agrees that the Company would be irreparably damaged if the Executive were to take actions that would damage or any Renewal Term misappropriate such goodwill. The Executive acknowledges that the Company and its Subsidiaries currently engages throughout the United States (the "Territory"), the business of the development, sale, marketing and administration of life insurance, annuities and extended care insurance products (the "Subject Business"). Accordingly, during the term of the Executive's employment with the Company and (i) prior to a Change of Control, and in the case of a voluntary termination by the Executive under paragraph 4(d) or a termination by the Company for Cause under paragraph 4(b), the balance of the term of this Agreement and for the Restricted Period, Employee shall not directly or indirectly engage in any business or activity under paragraph 2 as if no termination of any nature whatsoever, which is substantially competitive with the business employment occurred but notice of Employer or any MVB Financial subsidiaries or affiliates within fifty (50) miles termination of the places automatic extension was given either by the Executive at the time of business his notice of Employer voluntary resignation or any MVB Financial subsidiaries given by the Company at the time of its notice of termination for Cause, or affiliates (ii) after a Change in Control, one year after the Termination Date (the “Restricted Territory”"Noncompete Period"), nor the Executive shall Employee sell, or solicit the sale of, any services or products related theretonot, directly or indirectly, enter into, engage in, assist, give or lend funds to any of the customers of Employer or any MVB Financial subsidiaries otherwise finance, be employed by or affiliates. Without limitation of the foregoing, Employee shall not beconsult with, or serve ashave a financial or other interest in, a proprietorany business which engages in the Subject Business, partnerwhether for or by himself or as an independent contractor, officeragent, directorstockholder, stockholder [except a stockholder partner or joint venturer for any other person, provided that the aggregate ownership by the Executive of not no more than five two percent (5%) of the outstanding stock equity securities of any company listed person, which securities are traded on a national or foreign securities exchange exchange, quoted on the Nasdaq Stock Market or traded over other automated quotation system or, in the counter]case of the Company, employeeof no more than ten percent of the Company's outstanding equity securities shall not be deemed to be giving or lending funds to, sales representative otherwise financing or consultant for any organization, company or business entity of any type which engages having a financial interest in any business or activity of any nature whatsoever, which is competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within the Restricted Territorya competitor. In the event that any person in which the executive has any financial or other interest directly or indirectly enters into the Subject Business in the Territory during the Noncompete Period, the Executive shall divest all of his interest (other than any amount permitted under this covenant not to compete shall be deemed by any court or body of competent jurisdiction to be unenforceable in whole or in part by reason of its extending for too long a period of time, or too great a geographical area or over too great a range of activities, or overly broad in any other respect or for any other reason, then and paragraph) in such event this Agreement shall be deemed modified and interpreted to extend over only person within 30 days after such maximum period of time, geographical area or range of activities, or otherwise, so as to render these provisions valid and enforceable, and as so modified, these provisions shall be enforceable and enforced. BY SIGNING THIS AGREEMENT, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, (B) SPECIAL, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENT, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYERperson enters into the Subject Business in the Territory.

Covenant Not to Compete. During In order that Buyers may have and enjoy the Initial Term or any Renewal Term of this Agreement and for the Restricted Period, Employee shall not directly or indirectly engage in any business or activity of any nature whatsoever, which is substantially competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within fifty (50) miles full benefit of the places Business, Parent agrees that Parent and its Subsidiaries will not, without the written approval of business of Employer or any MVB Financial subsidiaries or affiliates Buyers, (the “Restricted Territory”), nor shall Employee sell, or solicit the sale of, any services or products related theretoi) engage, directly or indirectly, in any activity involving the manufacture, production, marketing, advertising, distribution or sale of the products of the Business being produced or sold by the Company on the date hereof or on the Closing Date, or any products in the baked goods industry (the "COMPETITIVE PRODUCTS") anywhere in the world (the "COMPETITIVE ACTIVITY"), or (ii) directly or indirectly invest in any equity of or manage, operate or control or become a consultant with respect to any Competitive Activity for any Person that engage in any Competitive Activity for the period beginning on the Closing Date and ending on the fifth anniversary of the customers of Employer or any MVB Financial subsidiaries or affiliatesClosing Date (the "NONCOMPETITIVE PERIOD"). Without limitation of Notwithstanding the foregoing, Employee nothing contained herein shall not be, or serve as, a proprietor, partner, officer, director, stockholder [except a stockholder limit the right of not more than five percent (5%) of the outstanding stock Parent to hold and make passive investments in securities of any company listed Person that is registered on a national securities exchange or admitted to trading privileges thereon or actively traded over in a generally recognized over-the-counter market; provided, that Parent's and any of Parent's Subsidiaries' aggregate beneficial equity interest therein shall not exceed 5% of the counter]outstanding shares or interests in such Person. Except as the parties hereto shall otherwise agree, employee, sales representative or consultant for any organization, company or business entity of any type which engages in any business or activity of any nature whatsoever, which is competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within the Restricted Territory. In the event this covenant not to compete shall be deemed by any court or body of competent jurisdiction to be unenforceable in whole or in part by reason of its extending for too long a period of timetwo years after the Closing Date, Parent and its Subsidiaries shall not, directly or too great indirectly, hire or solicit to hire any Employee of Existing Sub or Buyers to leave (or cause or seek to cause to leave) the employee of Existing Sub or Buyers, provided, that the foregoing provision will not prevent Parent from hiring any person (a) whose employment was terminated by Existing Sub or Buyers or (b) who responds to a geographical area general solicitation of employment not specifically directed towards employees of Existing Sub or over too great a range of activities, or overly broad in any other respect or for any other reason, then and in such event this Agreement shall be deemed modified and interpreted to extend over only such maximum period of time, geographical area or range of activities, or otherwise, so as to render these provisions valid and enforceable, and as so modified, these provisions shall be enforceable and enforced. BY SIGNING THIS AGREEMENT, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, (B) SPECIAL, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENT, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYERBuyers.

Covenant Not to Compete. During (a) In furtherance of the Initial Term sale of the Shares to Buyer hereunder and to protect more effectively the value and goodwill of the Business, Seller covenants and agrees that, for a period commencing on the Closing Date and ending on the fifth anniversary of the Closing Date, none of Seller Parent, Seller or any Renewal Term of this Agreement their respective direct and for the Restricted Period, Employee shall not indirect subsidiaries will directly or indirectly engage in any own, manage, operate, control, or otherwise carry on, a business or activity of any nature whatsoever, which is substantially directly competitive with the business of Employer Business conducted by Opco on the date hereof anywhere in the United States (it being understood by the parties hereto that the prohibited activities are not limited to any particular region because the Business has been conducted by Opco throughout the United States and the prohibited activities may be engaged in effectively from any location in the United States; provided, that nothing set forth in this Section 8.4 shall prohibit Seller Parent, Seller or any MVB Financial of their respective direct or indirect subsidiaries or affiliates within fifty from (50i) miles owning not in excess of 5% of the places securities of business of Employer or any MVB Financial subsidiaries or affiliates (the “Restricted Territory”), nor shall Employee sell, or solicit the sale of, any services or products related thereto, directly or indirectly, to any of the customers of Employer or any MVB Financial subsidiaries or affiliates. Without limitation of the foregoing, Employee shall not be, or serve as, a proprietor, partner, officer, director, stockholder [except a stockholder of not more than five percent (5%) of the outstanding stock of any company listed corporation which engages in such proscribed conduct if such securities are traded on a national securities exchange or the NASDAQ National Market System or are traded over publicly in the counter]over-the-counter market, employee, sales representative or consultant for (ii) owning not in excess of a 5% interest in any organization, company or business entity of any type Person which engages in any such proscribed conduct, (iii) having an ownership interest otherwise proscribed by this Section 8.4 if such interest arises as a result of the acquisition of, or merger or consolidation with, a business not principally engaged in the proscribed conduct, (iv) being acquired by, including by merger or activity of any nature whatsoeverconsolidation (other than a merger or consolidation in which Seller Parent, which is competitive with the business of Employer Seller or any MVB Financial of their respective direct or indirect subsidiaries is the surviving entity) with, any Person which has total revenues greater than the total revenues of Seller and which engages in the proscribed conduct, or affiliates within (v) in connection with an employee benefit plan, the Restricted Territoryassets of which are managed by an independent investment advisor, invest in any Person which engages in such proscribed conduct. In For purposes of clause (iii) above, an acquired business entity shall not be principally engaged in the event this covenant not to compete shall proscribed conduct if its revenues from sales of products which would be deemed by any court or body of competent jurisdiction to be unenforceable in whole or in part by reason proscribed hereunder represent less than 20% of its extending for too long a period of time, or too great a geographical area or over too great a range of activities, or overly broad in any other respect or for any other reason, then and in such event this Agreement shall be deemed modified and interpreted to extend over only such maximum period of time, geographical area or range of activities, or otherwise, so as to render these provisions valid and enforceable, and as so modified, these provisions shall be enforceable and enforced. BY SIGNING THIS AGREEMENT, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, (B) SPECIAL, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENT, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYERtotal revenues.

Covenant Not to Compete. During the Initial Term or any Renewal Term of this Agreement and for (a) Sellers agree that during the Restricted Period, Employee shall not directly or indirectly engage in neither Sellers nor any business or activity of any nature whatsoever, which is substantially competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within fifty (50) miles of the places of business of Employer or any MVB Financial subsidiaries or affiliates (the “Restricted Territory”), nor shall Employee sell, or solicit the sale of, any services or products related theretotheir Affiliates shall, directly or indirectly, to engage, manage, operate, control, finance or have any ownership interest in any firm, corporation, partnership, proprietorship or other Person that engages in, manages or operates a business that competes with the Business (each, a “Competing Business”) anywhere in the world; provided, however, that it shall not be a violation of this Section 5.11(a) for Sellers or any of the customers of Employer their respective Affiliates (i) to own, directly or any MVB Financial subsidiaries or affiliates. Without limitation of the foregoingindirectly, Employee shall not besolely as an investment, or serve as, a proprietor, partner, officer, director, stockholder [except a stockholder of not more than five percent (5%) of the outstanding stock securities of any company listed Person that are traded on a national securities exchange or traded over the counter]Nasdaq Stock Market (or a recognized securities exchange outside the U.S.) if Sellers or any of their respective Affiliates (x) are not controlling Persons or members of a group that controls such Person and (y) do not, employeedirectly or indirectly, sales representative own more than 5% or consultant for more of the voting securities of such Person, (ii) to acquire after the Closing, directly or indirectly, the equity or assets of, or otherwise become affiliated with or participate in, any organizationenterprise that derives less than 25% of its total annual revenue from a Competing Business, company if Sellers divest, or business entity of any type which engages signs a definitive agreement to divest (and subsequently divests), as soon as reasonably practicable (and in any business event within 18 months after the closing date of such acquisition), its interest in such enterprise relating to the Competing Business, (iii) to continue operating any of the Excluded Assets or activity any existing lines of any nature whatsoever, which is competitive with the business of Employer AAR CORP. or its Affiliates other than the Business, including the operation of the pallet, shelter and container business by AAR Manufacturing, or (iv) to perform the activities contemplated by the Ancillary Agreements. None of the provisions of this Section 5.11(a) shall operate to prohibit, hinder, impede or restrict from engaging in a Competing Business in any way, any Person which by way of takeover, acquisition, merger, combination or similar transaction acquires a controlling or significant interest in any Seller or any MVB Financial subsidiaries or affiliates within of its Affiliates (provided that such Seller and its Affiliates as of the Restricted Territory. In the event this covenant not to compete date of such transactions shall be deemed by any court or body of competent jurisdiction continue to be unenforceable in whole or in part by reason subject to the provisions of its extending for too long a period this Section 5.11(a) after any such transaction). For purposes of timethis Section 5.11, or too great a geographical area or over too great a range of activities, or overly broad in the term “Affiliate” shall not include any other respect or for any other reason, then and in such event this Agreement shall be deemed modified and interpreted to extend over only such maximum period of time, geographical area or range of activities, or otherwise, so as to render these provisions valid and enforceable, and as so modified, these provisions shall be enforceable and enforced. BY SIGNING THIS AGREEMENT, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, (B) SPECIAL, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENT, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYERPersons that are individuals.

Covenant Not to Compete. During (a) Seller agrees, to the Initial Term or maximum extent not violative of applicable Law, for a period of four (4) years following the Closing Date, Seller will not, and will not permit any Renewal Term of this Agreement and for its Affiliates, to engage anywhere in the world in the Restricted PeriodBusiness provided, Employee however, that nothing herein shall not directly be construed to prevent Seller or indirectly engage in any business or activity of any nature whatsoever, which is substantially competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within fifty its Affiliates from (50w) miles of the places of business of Employer or any MVB Financial subsidiaries or affiliates (the “Restricted Territory”), nor shall Employee sell, or solicit the sale of, any services or products related theretoowning, directly or indirectly, up to 5% of a class of equity securities issued by any of Person engaged in the customers of Employer Restricted Business that is publicly traded or any MVB Financial subsidiaries or affiliates. Without limitation of the foregoing, Employee shall not be, or serve as, a proprietor, partner, officer, director, stockholder [except a stockholder of not more than five percent (5%) of the outstanding stock of any company listed on a national any securities exchange or traded over the counter], employee, sales representative or consultant for any organization, company or business entity of any type which engages in automated quotation system; (x) conducting any business conducted by them on the Closing Date (other than those conducted through the Transferred Companies, with the exception of the Wafer Reclaim Business, the Pigments Business and the Additives Business), including, without limitation, the Chemetall Business, the Wafer Reclaim Business, the Pigments Business and the Additives Business, (y) the business carried on by Rockwood Electronic Materials SAS as of the Closing Date or activity of (z) acquiring any nature whatsoeverEntity or business, which is competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within not substantially engaged in the Restricted TerritoryBusiness; provided, however, that if more than 15% of the revenues of the acquired Entity or business is attributed to the Restricted Business, Seller will or will cause its applicable Affiliate, as the case may be, to use reasonable efforts to dispose of such portion of such Entity or business to the extent that it engages in the Restricted Business within twelve (12) months of the consummation of such acquisition by Seller or such Affiliate. In For purposes of this Section 4.13(a), “not substantially engaged in the event this covenant not Restricted Business” shall mean that no more than 30% of the revenue derived from the last complete fiscal year of such acquired Entity or business (calculated on a consolidated basis) was attributed to compete shall be deemed by any court or body of competent jurisdiction to be unenforceable in whole or in part by reason of its extending for too long a period of time, or too great a geographical area or over too great a range of activities, or overly broad in any other respect or for any other reason, then and in such event this Agreement shall be deemed modified and interpreted to extend over only such maximum period of time, geographical area or range of activities, or otherwise, so as to render these provisions valid and enforceable, and as so modified, these provisions shall be enforceable and enforced. BY SIGNING THIS AGREEMENT, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, (B) SPECIAL, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENT, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYERthe Restricted Business.

Covenant Not to Compete. During In order to assist me in the Initial Term or any Renewal Term performance of my duties, Company agrees to provide me with certain Proprietary Information belonging to Company, to which I previously did not have access, and which I promise not to disclose, as further specified in paragraph 3 above. In consideration of Company’s provision to me of this Agreement certain Proprietary Information, I agree that during my employment and for a period of [ ] months after the Restricted Period, Employee shall not directly or indirectly engage in any business or activity of any nature whatsoever, which date that my employment is substantially competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within fifty terminated (50) miles of the places of business of Employer or any MVB Financial subsidiaries or affiliates (collectively the “Restricted TerritoryCovenant Period”), nor shall Employee sellfor any reason or no reason, I will not, in any part of the Territory (as defined below) perform the same or similar job duties, responsibilities, and services that I have performed, am currently performing, or solicit will in the sale future perform for the Company during my employment (“Company Services”) for any Competitor (as defined below). For the purposes of this Agreement, Territory is defined as the territory within 150 miles of (x) any ice manufacturing facility or ice manufacturing equipment owned or operated by the Company or its Subsidiaries or acquired by the Company after the date hereof or (y) any facility, company or territory being actively evaluated by the Company during the Term, which active evaluation I had actual knowledge of, as a likely acquisition or expansion opportunity within the twelve (12) months preceding the termination of my employment. For the purposes of this Agreement, a Competitor is defined as any services business which directly competes with the Company in the ice business. I further agree that during the Covenant Period, I will not own, manage, operate, control, or products related theretoparticipate in the ownership, directly management, operation or indirectly, to control of any of Competitor located within the customers of Employer or any MVB Financial subsidiaries or affiliatesTerritory. Without limitation of Notwithstanding the foregoing, Employee this Section 12.1 shall not be, or serve as, a proprietor, partner, officer, director, stockholder [except a stockholder of not more than five percent (5%) of preclude me from investing my personal assets in the outstanding stock securities of any company listed corporation or other business entity which is a Competitor if such securities are traded on a national securities exchange or traded over the counter]stock exchange, employee, sales representative or consultant for any organization, company or business entity of any type which engages in any business or activity of any nature whatsoever, which is competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within the Restricted Territory. In the event this covenant not to compete shall be deemed by any court or body of competent jurisdiction to be unenforceable in whole through an automated inter-dealer quotation system or in part by reason of its extending for too long a period of the over-the-counter-market and if such investment does not result in my beneficially owning, at any time, or too great a geographical area or over too great a range more than 1% of activities, or overly broad in any other respect or for any other reason, then and in the class of publicly-traded equity securities of such event this Agreement shall be deemed modified and interpreted to extend over only such maximum period of time, geographical area or range of activities, or otherwise, so as to render these provisions valid and enforceable, and as so modified, these provisions shall be enforceable and enforced. BY SIGNING THIS AGREEMENT, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, (B) SPECIAL, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENT, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYERCompetitor.

Covenant Not to Compete. During (a) From and after the Initial Term or any Renewal Term of this Agreement Closing, and for a period of four (4) years following the Restricted PeriodClosing Date, Employee Seller and its Affiliates, successors or assigns shall not, and shall not directly enter into any agreement to, (i) acquire, lease, purchase, own, operate or indirectly engage in use any business building, office or activity of any nature whatsoever, which is substantially competitive with other facility or premises located within the business of Employer or any MVB Financial subsidiaries or affiliates within fifty (50) miles 100 mile radius of the places City of business of Employer or any MVB Financial subsidiaries or affiliates Chicago (the “Restricted TerritoryGeographic Region”) for the purpose of making loans, accepting deposits, cashing checks, issuing credit cards, debit cards, or prepaid cards, or engaging in all of the businesses in which the Branches are engaged at the Closing Date, which shall be deemed to include, without limitation, provision of brokerage, investment and insurance services, or (ii) use, authorize, license or permit any other Person to use the name “First Bank” (or any variation thereof) for any purpose within the Geographic Region. Notwithstanding the foregoing and subject to the provisions of Section 7.11(d) hereof, the Parties agree that (i) Seller may maintain an office and employees for the purposes of servicing any loan, Commitment, overdraft or other extension of credit that is not a Loan and is originated prior to the Closing (which may include renewing, extending the maturity of, or restructuring such extension of credit), nor shall Employee selland the Loans that are repurchased from Buyer in accordance with Section 2.6 hereof, or solicit and servicing deposits of the sale ofBranches that are excluded as Deposits, any services or products related thereto, directly or indirectly, and (ii) maintain an office and employees with respect to any Branch that Buyer has excluded from the Acquisition pursuant to Section 6.12, 6.13, 6.15 or 6.21 hereof and is not able to acquire the Deposits of which on the Closing Date due to regulatory requirements; provided, however, that Buyer agrees that (A) the prohibitions contained in this Section 7.11 shall not be applicable to a Person that is not an Affiliate of the customers Seller on the date hereof and that becomes the successor in interest to Seller after the Closing Date if such Person’s banking activities at least one (1) year prior to becoming such successor would, upon becoming such successor, result in such successor being in breach of Employer or any MVB Financial subsidiaries or affiliates. Without limitation of this Section 7.11(a), and (B) the foregoing, Employee prohibitions contained in this Section 7.11 shall not be, or serve as, a proprietor, partner, officer, director, stockholder [except a stockholder of not more than five percent apply to the asset-based lending activities (5%and only the asset-based lending activities) of the outstanding stock of First Bank Business Capital, Inc. (it being understood that nothing contained herein shall limit any company listed on a national securities exchange or traded over the counter], employee, sales representative or consultant for any organization, company or business entity of any type which engages in any business or activity of any nature whatsoever, which is competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within the Restricted Territory. In the event this covenant not to compete or other restrictive covenant of First Bank Business Capital, Inc. under the ABL Purchase Agreement). Nothing contained in this Section 7.11 shall be deemed construed to prevent Buyer from seeking and recovering from Seller damages sustained by it as a result of any court breach or body violation by Seller of competent jurisdiction to be unenforceable in whole the covenants or in part by reason of its extending for too long a period of time, or too great a geographical area or over too great a range of activities, or overly broad in any other respect or for any other reason, then and in such event this Agreement shall be deemed modified and interpreted to extend over only such maximum period of time, geographical area or range of activities, or otherwise, so as to render these provisions valid and enforceable, and as so modified, these provisions shall be enforceable and enforced. BY SIGNING THIS AGREEMENT, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, (B) SPECIAL, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENT, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYERagreements contained herein.

Covenant Not to Compete. (a) During the Initial Term or any Renewal Term period commencing on the date hereof and continuing until the expiration of this Agreement and for one (1) year from the Restricted Period, Employee shall not directly or indirectly engage in any business or activity of any nature whatsoever, date on which is substantially competitive Xx. Xxxxxxxxx’x employment with the business of Employer or any MVB Financial subsidiaries or affiliates within fifty (50) miles of the places of business of Employer or any MVB Financial subsidiaries or affiliates Company terminates (the “Restricted TerritoryPeriod”), nor Xx. Xxxxxxxxx shall Employee sellnot, without the prior written consent of the Company, which consent the Company may grant or solicit the sale of, any services or products related theretowithhold in its sole discretion, directly or indirectly, for her own account or the account of others, in any geographic areas in which Xx. Xxxxxxxxx provided services to any of the customers of Employer or any MVB Financial subsidiaries or affiliates. Without limitation of the foregoing, Employee shall not beCompany, or serve asabout which Xx. Xxxxxxxxx obtained Proprietary Information, a proprietorduring the last two years of her employment by the Company, as an employee, consultant, partner, officer, director, director or stockholder [except (other than a stockholder holder of not more less than five percent (5%) of the issued and outstanding stock or other equity securities of an issuer whose securities are publicly traded) engage in the importing, production, marketing, sale or distribution to distributors of any company listed on beer, malt beverage, hard cider or product produced by the Company at any time during Xx. Xxxxxxxxx’x tenure as an employee of the Company (i) which is either produced outside of the United States and imported into the United States or produced within the United States and (ii) which has a national securities exchange or traded over wholesale price within twenty-five percent (25%) of the counter], employee, sales representative or consultant for any organization, company or business entity wholesale price of any type which engages in any business or activity of any nature whatsoeverthe Company’s products, which is competitive including but not limited to products marketed under the trade names XXXXXX XXXXX, TWISTED TEA, ANGRY ORCHARD, TRULY, DOGFISH HEAD and such other trade names as the Company may use to market its products during Xx. Xxxxxxxxx’x employment with the business of Employer Company. Xx. Xxxxxxxxx acknowledges that she has read and understands this provision, and that she has agreed to it knowingly and voluntarily, in order to obtain the benefits provided to Xx. Xxxxxxxxx by the Company. Notwithstanding the foregoing, in the event that you breach your fiduciary duty to the Company, and/or you have unlawfully taken, physically or any MVB Financial subsidiaries or affiliates within electronically, property belonging to the Company, the Restricted Territory. In the event this covenant not to compete Period shall be deemed by any court or body twenty-four (24) months from the date of competent jurisdiction to be unenforceable in whole or in part by reason of its extending for too long a period of time, or too great a geographical area or over too great a range of activities, or overly broad in any other respect or for any other reason, then and in such event this Agreement shall be deemed modified and interpreted to extend over only such maximum period of time, geographical area or range of activities, or otherwise, so as to render these provisions valid and enforceable, and as so modified, these provisions shall be enforceable and enforced. BY SIGNING THIS AGREEMENT, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, (B) SPECIAL, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENT, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYERyour employment termination.

Covenant Not to Compete. During As an inducement to Buyer to enter into and to perform its obligations under this Agreement, and subject to the Initial Term provisions of Section 5.16 herein, LS and KS covenant to enter into a non-compete agreement with the Buyer on or before the Closing Date pursuant to which LS and KS will agree that for a period of the longer of (i) 12 months from the Closing Date or (ii) 12 months from the date of termination of respective employment with the Company referenced in Section 3 of this Agreement, and in any event while LS and KS are employees, officers, directors, or consultants of the Buyer or any Renewal Term of this Agreement and for the Restricted Periodits affiliates, Employee shall they will not directly or indirectly indirectly, whether (a) as employees, agents, consultants, employers, principal, partners, officers or directors; (b) holders of more than five percent of any class of equity securities or more than five percent of the aggregate principal amount of any class of equity securities or more than five percent of the aggregate principal amount of any class of debt, notes or bonds of a company with publicly traded equity securities; or (c) in any other individual or representative capacities whatsoever, in each case for their own account or the account of any other person or entity, engage in any business or activity of any nature whatsoever, which is substantially competitive trade competing with the then business of Employer or any MVB Financial subsidiaries or affiliates within fifty (50) miles trade of the places of business of Employer Buyer or any MVB Financial subsidiaries or its affiliates in the United States (the “Restricted Territory”"Non-Compete Agreement"). LS and KS acknowledge that the restrictions set forth in this Section 2 are fair and reasonable with respect to their duration, nor shall Employee sellscope and area. If, or solicit at the sale of, any services or products related thereto, directly or indirectly, to any time of the customers enforcement of Employer or any MVB Financial subsidiaries or affiliates. Without limitation of the foregoing, Employee shall not be, or serve asthis Section 2, a proprietorcourt holds that the duration, partnerscope or area restrictions stated herein are unreasonable under circumstances then existing, officerthe parties agree that the maximum duration, directorscope or area reasonable under such circumstances will be substituted for the stated duration, stockholder [except a stockholder of not more than five percent (5%) of the outstanding stock of any company listed on a national securities exchange scope or traded over the counter], employee, sales representative or consultant for any organization, company or business entity of any type which engages in any business or activity of any nature whatsoever, which is competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within the Restricted Territoryarea. In the event of any breach of any provisions of this Section 2, Buyer will have the right, in addition to any other rights and remedies existing in its favor hereunder, to enforce its rights and the obligations LS and KS under this Section 2 not only by an action or actions for damages but also by an action or actions for specific performance and/or injunctive or other equitable relief in order to enforce or prevent any violations of the provisions of this Section 2. The parties agree that the sum of fifty thousand dollars ($50,000) of the cash portion of the Purchase Price will be allocated to the covenant not to compete shall be deemed by any court or body set forth in Section 2 of competent jurisdiction to be unenforceable in whole or in part by reason of its extending for too long a period of time, or too great a geographical area or over too great a range of activities, or overly broad in any other respect or for any other reason, then and in such event this Agreement shall be deemed modified and interpreted to extend over only such maximum period of time, geographical area or range of activities, or otherwise, so as to render these provisions valid and enforceable, and as so modified, these provisions shall be enforceable and enforced. BY SIGNING THIS AGREEMENT, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, (B) SPECIAL, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENT, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYERAgreement.

Covenant Not to Compete. During (a) For a period of three (3) years following the Initial Term Closing Date (the "Applicable Period"), neither the Elan Parent nor any of its Subsidiaries, nor its or their respective successors or assigns nor any of its or their respective agents acting on their behalf, shall engage, license or assist another to engage (which restriction with respect to assisting others will commence on the Original Agreement Date) in the marketing, distribution or sale of (i) Skelaxin, any Skelaxin Product Improvement or any Renewal Term Generic Skelaxin in the Skelaxin Territory or (ii) Sonata, any Sonata Line Extension, or any Generic Sonata in the Sonata Territory (each, a "Competing Product"). Notwithstanding the foregoing sentence, if the Elan Parent or any of its Subsidiaries signs a definitive agreement with respect to a merger or acquisition by which such Person would acquire rights (other than residual financial rights) in a Competing Product at any time during the Applicable Period, then such Person (or the entity which acquired such Person or into which such Person has merged) shall have nine (9) months from the closing of such definitive agreement to divest itself of such rights in the Competing Product (unless the Acquirors agree in writing that such divestiture is not required) and, during such nine (9) month period, the manufacture, promotion, marketing and/or sale of such Competing Product shall not be in violation of this Agreement Section 8.12. In the case of divestiture under the preceding sentence, such divestiture can occur by either (x) an outright sale of all rights in the Competing Product to a third party or (y) an out-license to a third party (exclusive as to the Elan Parent and its Subsidiaries, except that the Elan Parent and its Subsidiaries may continue manufacturing the Competing Product for the Restricted Period, Employee shall not directly or indirectly engage in any business or activity licensee for a reasonable period of any nature whatsoever, which is substantially competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within fifty (50) miles of the places of business of Employer or any MVB Financial subsidiaries or affiliates (the “Restricted Territory”), nor shall Employee sell, or solicit the sale of, any services or products related thereto, directly or indirectly, to any of the customers of Employer or any MVB Financial subsidiaries or affiliates. Without limitation of the foregoing, Employee shall not be, or serve as, a proprietor, partner, officer, director, stockholder [except a stockholder of not more than five percent (5%time) of the outstanding stock right to make, have made, use, sell, offer for sale and import such Competing Product; provided, however, that the Elan Parent and its Subsidiaries may only retain residual financial rights to such Competing Product and must not exercise or have the ability to exercise any role or influence in any manner over the performance of any company listed on a national securities exchange or traded over the counter], employee, sales representative or consultant for any organization, company or business entity of any type which engages in any business or activity of any nature whatsoever, which is competitive clinical trials with the business of Employer or any MVB Financial subsidiaries or affiliates within the Restricted Territory. In the event this covenant not respect to compete shall be deemed by any court or body of competent jurisdiction to be unenforceable in whole or in part by reason of its extending for too long a period of timesuch Competing Product, or too great a geographical area the sale, offering for sale or over too great a range other promotion of activities, or overly broad in any other respect or for any other reason, then and in such event this Agreement shall be deemed modified and interpreted to extend over only such maximum period of time, geographical area or range of activities, or otherwise, so as to render these provisions valid and enforceable, and as so modified, these provisions shall be enforceable and enforced. BY SIGNING THIS AGREEMENT, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, (B) SPECIAL, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENT, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYERCompeting Product.

Covenant Not to Compete. During In consideration for the Initial Term or any Renewal Term payments provided for in Section 5(a) above, you hereby agree that, without the Company's prior written consent, effective as of the date of this Agreement Agreement, for so long as you are employed by the Company or one of its Subsidiaries (and any successors in interest therein), and for a period of two (2) years thereafter (the Restricted "Noncompete Period"), Employee you shall not directly or indirectly indirectly, either as principal, manager, agent consultant, officer, stockholder, partner, investor, lender, employee or in any other capacity, engage in or have any financial interest in any Competitive Business (as hereinafter defined) in the Territory (as defined herein) and in a capacity identical to or similar to the capacity in which you worked at the Company. Nothing in this Section 5(b) shall be construed so as to preclude you from investing in any publicly or privately held company, provided that your beneficial ownership of any class of such company's securities does not exceed 2% of the outstanding securities of such class. For purposes of this Agreement, a "Competitive Business" is any corporation, partnership, or any other business or activity of any nature whatsoever, which is substantially competitive with firm that principally engages in the business of Employer or of, and competes directly with, any MVB Financial subsidiaries or affiliates within fifty (50) miles of the places of business of Employer businesses owned or any MVB Financial subsidiaries operated by the Company, its Subsidiaries or affiliates (including any parent company) and any successors thereto (the “"Restricted Territory”Group") in the sale, representation or marketing of computer programs, or any related services, for the collection and/or dissemination of sales and/or marketing information for pharmaceutical manufacturers, over-the-counter ("OTC") pharmaceutical manufacturers or manufacturers of biotech or vaccine products (with said Competitive Businesses including, without limitation, Siebel Systems, Inc., Dendrite International, Inc., Aurum Software (a Baan Company), nor Epsilon, Phoenix Marketing, X. Xxxxxx & Company, C3i-Inc. and their affiliates and successors thereto). The "Territory" shall Employee sellbe defined to be the following geographic areas: City of Atlanta, or solicit the sale ofcounties of Clayton, any Cobb, Coweta, Dekalb, Douglas, Fayette, Forsyth, Fulton, Gwinnett and Xxxxx, Georgia and the counties of Bergen, Morris, Ocean, and Passaic, New Jersey. You acknowledge that the Company conducts its business within the Territory, that you will perform services or products related thereto, directly or indirectly, to any for and on behalf of the customers of Employer or any MVB Financial subsidiaries or affiliates. Without Company within the Territory, and that this Section (and the Territory) is a reasonable limitation of the foregoing, Employee shall not be, or serve as, a proprietor, partner, officer, director, stockholder [except a stockholder of not more than five percent (5%) of the outstanding stock of any company listed on a national securities exchange or traded over the counter], employee, sales representative or consultant for any organization, company or business entity of any type which engages in any business or activity of any nature whatsoever, which is competitive your ability to compete with the business of Employer or any MVB Financial subsidiaries or affiliates within the Restricted Territory. In the event this covenant not to compete shall be deemed by any court or body of competent jurisdiction to be unenforceable in whole or in part by reason of its extending for too long a period of time, or too great a geographical area or over too great a range of activities, or overly broad in any other respect or for any other reason, then and in such event this Agreement shall be deemed modified and interpreted to extend over only such maximum period of time, geographical area or range of activities, or otherwise, so as to render these provisions valid and enforceable, and as so modified, these provisions shall be enforceable and enforced. BY SIGNING THIS AGREEMENT, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, (B) SPECIAL, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENT, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYERCompany.

Covenant Not to Compete. During the Initial Term or any Renewal Term of this Agreement and for the Restricted Period, Employee Intel shall not directly or indirectly engage in any business or activity of any nature whatsoever, which is substantially competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within fifty (50) miles of the places of business of Employer or any MVB Financial subsidiaries or affiliates (the “Restricted Territory”), nor shall Employee sell, or solicit the sale of, any services or products related thereto, directly or indirectly, be required to agree to any of the customers of Employer or covenants including without limitation any MVB Financial subsidiaries or affiliates. Without limitation of the foregoing, Employee shall not be, or serve as, a proprietor, partner, officer, director, stockholder [except a stockholder of not more than five percent (5%) of the outstanding stock of any company listed on a national securities exchange or traded over the counter], employee, sales representative or consultant for any organization, company or business entity of any type which engages in any business or activity of any nature whatsoever, which is competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within the Restricted Territory. In the event this covenant not to compete or any covenant not to solicit any of the customers, employees or suppliers of any party to the Transaction. Furthermore, notwithstanding the foregoing, the obligation of Orbotech to sell its shares (the “Orbotech Transaction”) pursuant to this Article 29B shall be deemed subject to the condition that the only representations, warranties or indemnities that Orbotech shall be required to make in connection with the Orbotech Transaction are representations, warranties and indemnities concerning (i) legal ownership of the Company’s securities to be sold by Orbotech (the “Orbotech Securities”), and (ii) the corporate authority of Orbotech to convey title to the Orbotech Securities, and the ability to do so free and clear of liens, encumbrances or adverse claims (the “Orbotech Required Obligations”). The Orbotech Required Obligations shall be in the same form as those to be given by each of the other shareholders of the Company and shall be given by Orbotech on a several (but not joint) basis only. 29C. STAND STILL Notwithstanding anything to the contrary in these Articles, any issuance of securities by the Company, and any sale, transfer, pledge, encumbrance or other disposal of any of the securities of the Company (by the Company or any shareholder), or any other action (including repurchase of any shares of the Company by the Company or by any court subsidiary thereof), other than any action in which the provisions of Article 29B (Bring Along) shall apply, which results in a Strategic Investor (as defined below) whether or body not a shareholder of competent jurisdiction to be unenforceable in whole or in part by reason of its extending for too long a period of timethe Company, holding (together with affiliates, Permitted Transferees, or too great a geographical area other parties acting in concert with it) more than 20% of the voting rights in the Company, is prohibited unless approved in writing in advance by the Majority Preferred Shareholders (excluding, for the purposes of such majority, any Strategic Investors and their affiliates and Permitted Transferees or over too great a range other parties acting in concert with them) and on terms and conditions approved by them. Any of activities, or overly broad the transactions set forth in any other respect or for any other reason, then and in such event this Agreement the forgoing sentence not so approved shall be deemed modified null and interpreted void and shall not be registered in the Company’s Shareholders Register. For purpose hereof a “Strategic Investor” shall mean a corporation or other business entity whose business is related to extend over only such maximum period the Company’s business and who is likely to have a business or technologic interest in the Company’s business, as distinguished from an interest for the sole purpose of time, geographical area or range of activities, or otherwise, so as to render these provisions valid and enforceable, and as so modified, these provisions shall be enforceable and enforceda financial investment. BY SIGNING THIS AGREEMENT, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, (B) SPECIAL, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENT, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYER.CALLS

Covenant Not to Compete. During the Initial Term or any Renewal Term of this Agreement C&A covenants and agrees that, for the Restricted Period, Employee shall not directly or indirectly engage in any business or activity of any nature whatsoever, which is substantially competitive with period commencing on the business of Employer or any MVB Financial subsidiaries or affiliates within fifty (50) miles of date hereof and ending on the places of business of Employer or any MVB Financial subsidiaries or affiliates seventh anniversary after the date hereof (the “Restricted Territory”"Restrictive Period"), nor C&A shall Employee sellnot, or solicit and shall cause its direct and indirect Subsidiaries not to, in the sale of, any services or products related theretoTerritory (hereinafter defined), directly or indirectly, own, manage, operate, control, participate in, give advice to, loan money to, be connected in any manner with or allow its name to be used in connection with any business which designs, manufactures or sells in the Territory any products which are in direct competition with carpeting or other floor coverings for installation in buildings or other structures (such as stadiums) or parking blocks, but excluding mats whether or not used in buildings (a "Competitive Activity"); provided that (i) nothing in this Section 1(a) shall restrict or prevent in any -------- manner C&A or its Subsidiaries from engaging in any business or related activity in which it is engaged on the date hereof (C&A acknowledging that neither it nor any of its Subsidiaries is so engaged in a Competitive Activity), (ii) nothing in this Section 1(a) shall restrict C&A or its Subsidiaries from acquiring after the customers second anniversary after the date hereof an entity which prior to and after such acquisition is engaged in a Competitive Activity so long as C&A is in compliance in all material respects with the provisions of Employer or paragraphs (b), (c)(i) and (d) of this Section 1, and (iii) C&A and its Subsidiaries may maintain and/or undertake purely passive investments in companies engaged in a Competitive Activity so long as the aggregate interest represented by such investments does not exceed (A) 3% of any MVB Financial subsidiaries or affiliates. Without limitation of the foregoing, Employee shall not be, or serve as, a proprietor, partner, officer, director, stockholder [except a stockholder of not more than five percent (5%) class of the outstanding stock debt or equity securities of any such company, in the case of a company whose shares are listed on a national securities exchange or traded over the counter], employee, sales representative or consultant for any organization, company or business entity of any type which engages in any business or activity of any nature whatsoever, which is competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within the Restricted Territory. In the event this covenant not to compete shall be deemed by any court or body of competent jurisdiction to be unenforceable in whole or in part by reason of its extending for too long a period of timeNASDAQ National Market System, or too great a geographical area or over too great a range of activities, or overly broad in any other respect or for any other reason, then and in such event this Agreement shall be deemed modified and interpreted to extend over only such maximum period of time, geographical area or range of activities, or otherwise, so as to render these provisions valid and enforceable, and as so modified, these provisions shall be enforceable and enforced. BY SIGNING THIS AGREEMENT, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, (B) SPECIAL, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENT, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT1% of any class of the outstanding debt or equity securities in the case of any other company. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYER.Territory means:

Covenant Not to Compete. During the Initial Term or any Renewal Term of this Agreement and Seller agrees that for the Restricted Period, Employee shall not directly or indirectly engage in any business or activity of any nature whatsoever, which is substantially competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within fifty (50) miles of the places of business of Employer or any MVB Financial subsidiaries or affiliates (the “Restricted Territory”), nor shall Employee sell, or solicit the sale of, any services or products related thereto, directly or indirectly, to any of the customers of Employer or any MVB Financial subsidiaries or affiliates. Without limitation of the foregoing, Employee shall not be, or serve as, a proprietor, partner, officer, director, stockholder [except a stockholder of not more than five percent (5%) of the outstanding stock of any company listed on a national securities exchange or traded over the counter], employee, sales representative or consultant for any organization, company or business entity of any type which engages in any business or activity of any nature whatsoever, which is competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within the Restricted Territory. In the event this covenant not to compete shall be deemed by any court or body of competent jurisdiction to be unenforceable in whole or in part by reason of its extending for too long a period of timethree years following the Closing Date, or too great a geographical area or over too great a range of activitiesit shall not, or overly broad in any other respect either for itself or for any other reasonPerson controlled by it, then engage in any enterprise engaged in, the business of manufacturing, marketing or selling maple-flavored syrups anywhere in the United States and Canada (the "Restricted Business"); provided that, notwithstanding the foregoing, Seller and its affiliates may (i) hereafter purchase, or otherwise become affiliated with or participate in, any enterprise engaged in the Restricted Business if less than 25% of the aggregate gross revenues of such enterprise for its most recently completed fiscal year were derived from the Restricted Business (and Seller and its affiliates may hereafter acquire a controlling interest in any enterprise that is engaged in the Restricted Business, even if more than 25% of the aggregate gross revenues of such enterprise for its most recently completed fiscal year were derived from the Restricted Business, so long as Seller shall use reasonable efforts to divest, as soon as reasonably practicable, a portion of its interest in such event enterprise relating to the Restricted Business such that the 25% gross revenues test set forth above would not be exceeded after giving effect to such divestiture), (ii) engage in any Excluded Business currently conducted by Seller or manufacture, directly or through any co-packing arrangement, product for export to Mexico, (iii) continue to own and operate or hereafter own, operate, acquire or otherwise become affiliated with or participate in any wholesale or retail grocery business, any grocery distribution business or any foodservice distribution business which is not engaged in the manufacture of maple-flavored syrups, (iv) manufacture, market and sell products which contain syrups as an ingredient thereof, (v) engage in any joint marketing, promotion or in-store merchandizing program for any of Seller's or its affiliate's products and any products produced by or for any Person not bound by this Agreement shall be deemed modified and interpreted to extend over only such maximum period of time, geographical area or range of activities, or otherwise, so as to render these provisions valid and enforceableSection 5(d), and as so modified(vi) perform their respective obligations under the Ancillary Agreements. For purposes hereof, these provisions shall be enforceable and enforced. BY SIGNING THIS AGREEMENTthe term "affiliate" means, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FORwith respect to any entity, DISCUSSEDany other entity controlling, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, (B) SPECIAL, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENT, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYERcontrolled by or under common control with such entity.

Covenant Not to Compete. During The Company expressly acknowledges and agrees that the Initial Term or any Renewal Term provisions of this Agreement Section 4.5 shall have no force and effect while the governing law of this Agreement, as set forth in Section 8.2, is California law. The Executive expressly acknowledges that (i) the Executive’s performance of his services for the Restricted PeriodCompany hereunder will afford him access to and cause him to become highly knowledgeable about the Company’s, Employee shall not directly or indirectly engage its Subsidiaries’ and their Affiliates’ Confidential Information; (ii) the agreements and covenants contained in any this Section 4.5 are essential to protect the Confidential Information, business or activity of any nature whatsoever, which is substantially competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within fifty (50) miles and goodwill of the places Company, its Subsidiaries and their Affiliates, and the restraints on the Executive imposed by the provisions of this Section 4.5 are justified by these legitimate business interests of Employer or any MVB Financial subsidiaries or affiliates the Company; and (iii) his covenants to the “Restricted Company, its Subsidiaries and their Affiliates set forth in this Section 4.5 are being made both in consideration of the Company’s employment of the Executive and in consideration of the Company’s grant of the Option to the Executive. Accordingly, if Florida law shall become the governing law for this Agreement, as set forth in Section 8.2 hereof, the Executive hereby agrees that during the Non-Competition Period he shall not, anywhere in the Applicable Territory”), nor shall Employee sell, or solicit the sale of, any services or products related thereto, directly or indirectly, to own any of the customers of Employer or any MVB Financial subsidiaries or affiliates. Without limitation of the foregoinginterest in, Employee shall not beinvest in, lend to, borrow from, manage, control, participate in, consult with, become employed by, render services to, or serve as, a proprietor, partner, officer, director, stockholder [except a stockholder of not more than five percent (5%) of the outstanding stock of any company listed on a national securities exchange or traded over the counter], employee, sales representative or consultant for any organization, company or business entity of any type which engages in any other manner whatsoever engage in, any business or activity of any nature whatsoever, which is competitive with any lines of business actively being engaged in by the business Company, its Subsidiaries and their Affiliates in the Applicable Territory or actively (and demonstrably) being considered by the Company, its Subsidiaries and their Affiliates for entry into on the date of Employer or any MVB Financial subsidiaries or affiliates within the Restricted Territorytermination of the Employment Period (collectively, “Competitive Activities”). In The preceding to the event this covenant not to compete contrary notwithstanding, the Executive shall be deemed by free to make investments in the publicly traded securities of any court or body corporation, provided that such investments do not amount to more than 1% of competent jurisdiction to be unenforceable in whole or in part by reason the outstanding securities of its extending for too long a period any class of time, or too great a geographical area or over too great a range of activities, or overly broad in any other respect or for any other reason, then and in such event this Agreement shall be deemed modified and interpreted to extend over only such maximum period of time, geographical area or range of activities, or otherwise, so as to render these provisions valid and enforceable, and as so modified, these provisions shall be enforceable and enforced. BY SIGNING THIS AGREEMENT, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, (B) SPECIAL, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENT, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYERcorporation.

Covenant Not to Compete. During ARTICLE 7.8.1 Sellers, for and on behalf of themselves and each of their respective Affiliates, agree that for a period of three years after the Initial Term Closing Date, they shall not own, manage, operate, control or otherwise engage in any Competitive Business (as hereinafter defined); provided, however, that nothing herein contained shall be construed to prevent Sellers or any Renewal Term of this Agreement and their Affiliates from acquiring or merging with any business, Person or entity 80% or more of whose consolidated revenues for the Restricted Periodmost recently completed fiscal year prior to such acquisition were derived from businesses other than a Competitive Business. ARTICLE 7.8.2 "Competitive Business" shall mean a business in the Business Field, Employee provided, however, Buyer acknowledges that each of clauses (i), (ii), (iii) and (iv) hereunder shall not constitute a Competitive Business: (i) the conduct of the business (which includes business derived from current research and development) of Sellers and their Affiliates as currently conducted (including the operations related to the Excluded Assets), (ii) the conduct of Sellers' joint venture partners who are not Affiliates, (iii) the manufacture, distribution and/or sale by Sellers or any of their Affiliates of vitamins, and/or nutraceuticals not primarily indicated (by labelling or packaging) for ophthmalic indications, but which may have opthmalic benefits, and Sellers may indicate that such product has ophthalmic benefits in addition to other benefits, provided, however, that Sellers and their Affiliates shall not during the three year period following the Closing Date directly promote or detail such products to eye care professionals. ARTICLE 7.8.3 In order to protect Buyer against any efforts by Sellers to cause Employees to terminate their employment, Sellers agree that for a period of one year following the Closing Date, Sellers will not directly or indirectly engage induce any Employees to leave their employment (and in the case of Cyanamid Storz Employees, hiring such Employees shall be prohibited for such term); provided however, the foregoing shall not apply to (i) Employees who first approach Sellers or their Affiliates for employment (except in the case of Cyanamid Storz Employees for whom hiring is prohibited hereunder for the term set forth in this Section 7.8.3) or (ii) solicitations or hiring (except in the case of Cyanamid Storz Employees for whom hiring is prohibited hereunder for the term set forth in this Section 7.8.3) as part of a general employee solicitation not targeted at Employees (e.g. newspaper advertisements, etc.) or (iii) any business Employee at any time that such Employee is no longer employed by Buyer or activity its Affiliates. ARTICLE 7.8.4 Sellers recognize and agree that a material breach by Sellers of any nature whatsoever, which is substantially competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within fifty (50) miles of the places of business of Employer or any MVB Financial subsidiaries or affiliates (the “Restricted Territory”), nor shall Employee sell, or solicit the sale of, any services or products related thereto, directly or indirectly, to any of the customers covenants set forth in this Section 7.8 would cause irreparable harm to Buyer, that Buyer's remedies at Law in the event of Employer such breach would be inadequate, and that, accordingly, in the event of such breach a restraining order or injunction or both may be issued against Sellers, in addition to any MVB Financial subsidiaries or affiliatesother rights and remedies which are available to Buyer. Without limitation If this Section 7.8 is more restrictive than permitted by Applicable Law, this Section 7.8 shall be limited to the extent required to permit enforcement under any such Applicable Law. ARTICLE 7.8.5 For income tax purposes only, Buyer and Sellers agree that a portion of the foregoing, Employee shall not be, or serve as, a proprietor, partner, officer, director, stockholder [except a stockholder of not more than five percent (5%) of the outstanding stock of any company listed on a national securities exchange or traded over the counter], employee, sales representative or consultant for any organization, company or business entity of any type which engages in any business or activity of any nature whatsoever, which is competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within the Restricted Territory. In the event this covenant not to compete Purchase price shall be deemed by any court or body of competent jurisdiction allocated to be unenforceable the covenants in whole or in part by reason of its extending for too long a period of time, or too great a geographical area or over too great a range of activities, or overly broad in any other respect or for any other reason, then and in such event this Agreement shall be deemed modified and interpreted to extend over only such maximum period of time, geographical area or range of activities, or otherwise, so as to render these provisions valid and enforceable, and as so modified, these provisions shall be enforceable and enforcedSection 7.8. BY SIGNING THIS AGREEMENT, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, (B) SPECIAL, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENT, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYER.ARTICLE 7.9

Covenant Not to Compete. During In light of the Initial Term or any Renewal Term extensive knowledge possessed by Sellers and their respective Affiliates in respect of this Agreement the Acquired Companies and the Business, and for good and valuable consideration which the Restricted Parties acknowledge, it is mutually agreed that, for the period commencing at the Closing and ending on the second (2nd) anniversary of the Closing Date (the “Non-Compete Period”), Employee none of the Parent Entities shall not directly engage (including through the provision of management, advisory or indirectly technical services or through a joint venture or partnership) in the Business, anywhere in the world (“Competitive Activities”) without the prior written consent of Buyer; provided, that each Parent Entity may engage in any business or activity of any nature whatsoever(and natural evolutions thereof) conducted or engaged in by Parent or its Affiliates prior to July 25, which is substantially competitive with 2013. Notwithstanding the business of Employer or any MVB Financial subsidiaries or affiliates within fifty foregoing, Buyer hereby agrees that (50a) miles the foregoing covenant shall not be deemed breached as a result of the places ownership by the Parent Entities (i) of business the stock of Employer or any MVB Financial subsidiaries or affiliates (the “Restricted Territory”), nor shall Employee sell, or solicit the sale of, any services or products related theretoa Person engaged, directly or indirectly, to any in Competitive Activities if owned by a pension fund managed by a Parent Entity; (ii) of the customers less than an aggregate of Employer or any MVB Financial subsidiaries or affiliates. Without limitation of the foregoing, Employee shall not be, or serve as, a proprietor, partner, officer, director, stockholder [except a stockholder of not more than five ten percent (510%) of the outstanding stock of a Person engaged, directly or indirectly, in Competitive Activities (such Person, a “Competing Person”); or (iii) of the stock of a Competing Person if the revenues derived from such Competitive Activities do not exceed ten percent (10%) of gross annual revenues of such Competing Person for the most recently completed fiscal year, and (b) any company listed on acquisition by a national securities exchange or traded over the counter], employee, sales representative or consultant for any organization, company or business entity Parent Entity of any type which engages in any business or activity of any nature whatsoever, which is competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within the Restricted Territory. In the event this covenant not to compete shall be deemed by any court or body of competent jurisdiction to be unenforceable in whole or in part by reason a Competing Person who derives more than ten percent (10%) but no more than forty percent (40%) of its extending gross annual revenues for too long a period the most recently completed fiscal year from Competitive Activities shall not require the prior written consent of time, or too great a geographical area or over too great a range Buyer if (i) the applicable Parent Entity takes steps to divest as promptly as reasonably practicable the portion of activities, or overly broad such Competing Person’s business engaged in any other respect or for any other reason, then the Competitive Activities and (ii) Parent gives notice to Buyer of the proposed divestiture and an opportunity to participate in such event this Agreement shall be deemed modified and interpreted to extend over only such maximum period of time, geographical area or range of activities, or otherwise, so as to render these provisions valid and enforceable, and as so modified, these provisions shall be enforceable and enforced. BY SIGNING THIS AGREEMENT, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, (B) SPECIAL, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENT, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYERthe divestiture process.

Covenant Not to Compete. During Seller agrees that, in consideration of the Initial Term or any Renewal Term purchase by Buyer of this Agreement and for the Restricted PeriodAcquired Assets, Employee it shall not directly and shall cause its Affiliates to not, on or indirectly prior to the date that is three (3) years after the Closing Date, engage in any business or activity of any nature whatsoeverwhich is, which is substantially competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within fifty (50) miles Business as conducted as of the places Closing Date ("Competing Activities"); provided, however, that Seller shall not be restricted from performing its obligations under any contract or proposal existing as of business the Closing Date that is not assumed by Buyer under the terms of Employer or the Asset Purchase Agreement. The provisions of this Section 1 shall not (i) restrict the activities of any MVB Financial subsidiaries or affiliates Person (the “Restricted Territory”), nor shall Employee sell, or solicit the sale of, any services or products related thereto, directly or indirectly, to other than an Affiliate of Seller) that acquires any of the customers of Employer stock or any MVB Financial subsidiaries or affiliates. Without limitation of the foregoingassets of Seller, Employee (ii) restrict Seller from acquiring any or all of the stock or assets of a company (a "Target") that engages in a business that is competitive with the Business provided that the Target's revenues for the most recent fiscal year ended prior to such acquisition which are derived from Competing Activities shall not be, or serve as, a proprietor, partner, officer, director, stockholder [except a stockholder of not more be both (a) less than five ten percent (510%) of Target's gross revenues, and (b) less than $5 million, (iii) restrict Seller from acquiring or owning up to ten percent (10%) of the issued and outstanding capital stock of a company that engages in Competing Activities, (iv) restrict Seller's activity as a member in an organization (other than an Affiliate of Seller) in which members share profits, losses and/or economic rights (including, but not limited to, partnerships, teaming agreements, joint ventures, LLCs and consortiums) provided that Seller's scope of activity in such organization is not a Competing Activity, nor in any company listed way restrict members or partners other than Seller, (v) restrict Seller from continuing to provide engineering, procurement, construction, and operations and maintenance and other services without restriction on a national securities exchange any project, in any industry, at any location, including providing such services for projects that employ the Intellectual Property of the Buyer acquired under the Asset Purchase Agreement or traded over the counter], employee, sales representative or consultant for any organization, company or business entity of any type which engages other Persons that have competing intellectual property or engage in any business or activity of any nature whatsoever, which is competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within the Restricted Territory. In the event this covenant not to compete shall be deemed by any court or body of competent jurisdiction to be unenforceable in whole or in part by reason of its extending for too long a period of time, or too great a geographical area or over too great a range of activities, or overly broad in any other respect or for any other reason, then and in such event this Agreement shall be deemed modified and interpreted to extend over only such maximum period of time, geographical area or range of activities, or otherwise, so as to render these provisions valid and enforceable, and as so modified, these provisions shall be enforceable and enforced. BY SIGNING THIS AGREEMENT, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, (B) SPECIAL, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENT, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYERCompeting Activities.

Covenant Not to Compete. During Employee expressly acknowledges that (a) Employee's performance of his services for the Initial Term or any Renewal Term Company hereunder will afford him access to and cause him to become highly knowledgeable about the Company's Confidential Information; (b) the agreements and covenants contained in this Section 4.5 are essential to protect the Confidential Information, business and goodwill of the Company and the restraints on Employee imposed by the provisions of this Agreement Section 4.5 are justified by these legitimate business interests of the Company; and (c) Employee's covenants to the Company set forth in this Section 4.5 are being made both in consideration of the Company's employment of Employee and other financial benefits of this Agreement. Accordingly, Employee hereby agrees that while Employee is employed by the Company and for the Restricted one (1) year period thereafter (the "Non-Competition Period"), Employee shall not directly or indirectly engage not, anywhere in any business or activity of any nature whatsoever, which is substantially competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within fifty (50) miles of the places of business of Employer or any MVB Financial subsidiaries or affiliates (the “Restricted Applicable Territory”), nor shall Employee sell, or solicit the sale of, any services or products related thereto, directly or indirectly, to own any interest in, invest in, lend to, borrow from, manage, control, participate in, consult with, become employed by, render services to, or in any other manner whatsoever engage in, any business which is competitive with any lines of business actively being engaged in by the Company in the Applicable Territory or actively (and demonstrably) being considered by the Company for entry into on the date of the customers of Employer or any MVB Financial subsidiaries or affiliates. Without limitation termination of the foregoingEmployment Period (collectively, "Competitive Activities"). The preceding to the contrary notwithstanding, Employee shall be free to make investments in the publicly traded securities of any corporation, provided that such investments do not be, or serve as, a proprietor, partner, officer, director, stockholder [except a stockholder of not amount to more than five one percent (51 %) of the outstanding stock securities of any company listed on a national securities exchange or traded over the counter], employee, sales representative or consultant for any organization, company or business entity class of any type which engages in any business or activity of any nature whatsoever, which is competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within the Restricted Territory. In the event this covenant not to compete shall be deemed by any court or body of competent jurisdiction to be unenforceable in whole or in part by reason of its extending for too long a period of time, or too great a geographical area or over too great a range of activities, or overly broad in any other respect or for any other reason, then and in such event this Agreement shall be deemed modified and interpreted to extend over only such maximum period of time, geographical area or range of activities, or otherwise, so as to render these provisions valid and enforceable, and as so modified, these provisions shall be enforceable and enforced. BY SIGNING THIS AGREEMENT, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, (B) SPECIAL, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENT, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYERcorporation.

Covenant Not to Compete. During (a) As an inducement to the Initial Term or any Renewal Term Buyer to acquire the Business, each Seller agrees that, effective as of this Agreement the Closing Date and for a period of three years (or, in Louisiana, two years) thereafter, it and its Affiliates shall not, without the Restricted Period, Employee shall not directly or indirectly engage in any business or activity of any nature whatsoever, which is substantially competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within fifty (50) miles consent of the places of business of Employer or any MVB Financial subsidiaries or affiliates (the “Restricted Territory”), nor shall Employee sell, or solicit the sale of, any services or products related theretoBuyer, directly or indirectly, to engage in the manufacture and service of pedestal-mounted, hydraulic cranes, or supply parts and services in connection therewith, in any geographic area in Louisiana, the Gulf Coast region, offshore of the customers Xxxx Xxxxx xxxxxx, Xxxxxxx, Xxxxxxxx or Singapore in which the Sellers were conducting the Business as of Employer or any MVB Financial subsidiaries or affiliates. Without limitation of the Closing Date, provided, however, that, notwithstanding the foregoing, Employee the Sellers and their Affiliates shall not bebe prohibited from servicing pedestal-mounted, hydraulic cranes owned by them, or serve as, a proprietor, partner, officer, director, stockholder [except a stockholder of not more than five percent (5%) of the outstanding stock of any company listed on a national securities exchange or traded over the counter], employee, sales representative or consultant for any organization, company or business entity of any type which engages supplying parts in any business or activity of any nature whatsoever, which is competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within the Restricted Territoryconnection therewith. In the event Each Seller acknowledges that this covenant not to compete is being provided as an inducement to the Buyer to acquire the Business and the Transferred Assets and that this Section 4.7 contains reasonable limitations as to time, geographical area and scope of activity to be restrained that do not impose a greater restraint than is necessary to protect the goodwill or other business interest of the Buyer. Whenever possible, each provision of this Section 4.7 shall be deemed interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Section 4.7 shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remaining provisions of this Section 4.7. If any provision of this Section 4.7 shall, for any reason, be judged by any court or body of competent jurisdiction to be unenforceable invalid or unenforceable, such judgment shall not affect, impair or invalidate the remainder of this Section 4.7 but shall be confined in whole its operation to the provision of this Section 4.7 directly involved in the controversy in which such judgment shall have been rendered. In the event that the provisions of this Section 4.7 should ever be deemed to exceed the time or geographic limitations permitted by applicable laws, then such provision shall be reformed to the maximum time or geographic limitations permitted by applicable law. The foregoing provisions of this Section 4.7 shall not prevent the Sellers or any of their respective Affiliates from making any acquisition (whether by way of assets, stock or otherwise) of, or retain any interest in, or any investment in, in part by reason either case, whether directly or indirectly, any business, entity or affiliated group of entities that on a consolidated basis during the most recent fiscal quarter derived 25% or less of its extending for too gross revenues from the manufacture and service of pedestal-mounted, hydraulic cranes so long a period of time, as such acquisition is pursuant to an agreement entered into on or too great a geographical area or over too great a range of activities, or overly broad in any other respect or for any other reason, then and in such event this Agreement shall be deemed modified and interpreted to extend over only such maximum period of time, geographical area or range of activities, or otherwise, so as to render these provisions valid and enforceable, and as so modified, these after one year from the Closing Date. The foregoing provisions shall be enforceable also not prohibit any Person who may in the future acquire 50% or more of the outstanding capital stock of either Seller (or any successor thereto) from engaging in the manufacture and enforced. BY SIGNING THIS AGREEMENTservice of pedestal-mounted, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FORhydraulic cranes as long as such acquiring Person was engaged in the manufacture and service of pedestal-mounted, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, (B) SPECIAL, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENT, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYERhydraulic cranes prior to such acquisition.

Covenant Not to Compete. During Each of Michael J. Finney and John X. Xxxxxx (xxxxxidualxx, x "Xxxxxxxling Shareholder" and, collectively, the Initial Term or any Renewal Term of this Agreement "Controlling Shareholders") acknowledges and for the Restricted Period, Employee shall not directly or indirectly engage in any business or activity of any nature whatsoever, which is substantially competitive with agrees that the business of Employer each Subject Company is conducted throughout the world (the "Territory") and that such Subject Company's reputation and goodwill are an integral part of its business success throughout the Territory. If a Controlling Shareholder deprives such Subject Company of its goodwill or in any manner utilizes its reputation and goodwill in competition with Buyer or any MVB Financial subsidiaries or affiliates within fifty (50) miles Subject Company, Buyer will be deprived of the places benefits it has bargained for pursuant to this Agreement. Accordingly, as an inducement for Buyer to enter into this Agreement, each Controlling Shareholder, with respect to each Subject Company, agrees that for a period of business of Employer or any MVB Financial subsidiaries or affiliates five (5) years after the Closing Date (the “Restricted Territory”"Non-competition Period"), nor such Controlling Shareholder shall Employee sellnot, or solicit the sale of, any services or products related theretowithout Buyer's prior written consent, directly or indirectly, to any of own, manage, operate, join, control or participate in the customers of Employer ownership, management, operation or any MVB Financial subsidiaries or affiliates. Without limitation of the foregoing, Employee shall not becontrol of, or serve asbe connected as a director, a proprietorofficer, employee, partner, officerconsultant or otherwise with, directorany profit or non-profit business or organization that, stockholder [directly or indirectly, is engaged in the Business in the Territory; except a stockholder that ownership of not more than five percent (5%) an equity interest of the outstanding stock of 2% or less in any company listed on a national securities exchange or traded over the counter], employee, sales representative or consultant for any organization, company such firm or business entity of any type which engages in any business or activity of any nature whatsoever, which that is competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within the Restricted Territory. a public corporation shall not be prohibited by this Article X. In the event the agreement in this covenant not to compete Article X shall be deemed determined by any court or body of competent jurisdiction to be unenforceable in whole or in part by reason of its extending for too long great a period of time, time or over too great a geographical area or over by reason of its being too great a range of activities, or overly broad extensive in any other respect or for any other reasonrespect, then and in such event this Agreement it shall be deemed modified and interpreted to extend only over only such the maximum period of time, time for which it may be enforceable and/or over the maximum geographical area as to which it may be enforceable and/or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action. From the date hereof until one year following the termination of the Consulting Agreement for the relevant Controlling Shareholder, such Controlling Shareholder shall not (a) solicit, raid, entice, induce or range of activitiescontact, or otherwiseattempt to solicit, so as raid, entice, induce or contact, any Person, firm or corporation that is a customer of any Subject Company at the time of the Closing or has been a customer of any Subject Company within the 18 months immediately preceding the Closing (or, during the term of the Consulting Agreement, any Person who is a customer of a Subject Company during such term) for products or services the same as, or competitive with, the Business, or approach any such Person, firm or corporation for such purpose or authorize the taking of such actions by any other Person, firm or corporation or assist or participate with any such Person, firm or corporation in taking such action, or (b) solicit, raid, entice, induce or contact, or attempt to render these provisions valid and enforceablesolicit, raid, entice, induce or contact, any Person, firm or corporation that is an employee, agent or consultant of or to such Subject Company within the 18 months immediately preceding the Closing (or, during the term of the Consulting Agreement, any Person who is an employee, agent or consultant of a Subject Company during such term) to do anything such Controlling Shareholder is restricted from doing by reason of this Article X, and as so modifiedno Controlling Shareholder shall approach any such employee, these provisions agent or consultant for such purpose or authorize or participate with the taking of such actions by any other Person, firm or corporation or assist or participate with any such Person, firm or corporation in taking such action; provided that, notwithstanding anything in this clause (b) to the contrary, this clause (b) shall be enforceable and enforced. BY SIGNING THIS AGREEMENTnot relate to the following persons: Edward Breakell, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FORFacilitiex Xxxxxxx Xxxxxer, DISCUSSEDRita Dunton, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOFAccountant, (B) SPECIALJxxxxxxx Xxxney, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENTFinancial Xxxxxxx, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDEDxxx Xavier Sanchez, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYERFacilities Xxxxxxxx.

Covenant Not to Compete. During For a period commencing on the Initial Term Closing Date and ending on the third anniversary of the Closing Date, the Parent, the Seller and their respective Subsidiaries (whether now existing or any Renewal Term of this Agreement hereafter acquired or created and for so long as the Restricted Period, Employee Seller and such Subsidiaries remain as Subsidiaries of the Parent) shall not directly or indirectly engage in any business or activity of geographical area in any nature whatsoever, which is substantially competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within fifty (50) miles of the places of business of Employer or any MVB Financial subsidiaries or affiliates (the “Restricted Territory”), nor shall Employee sell, or solicit the sale of, any services or products related thereto, directly or indirectly, to same type as that conducted by any of the customers Businesses as of Employer the Closing Date in that geographical area (a "Competing Business"); provided, however, that the foregoing shall not prohibit (a) the ownership by the Parent, the Seller or any MVB Financial subsidiaries of their respective Subsidiaries (whether now existing or affiliates. Without limitation hereafter acquired or created) of the foregoing, Employee shall not be, or serve as, a proprietor, partner, officer, director, stockholder [except a stockholder of not more less than five percent (5%) % of the outstanding stock of any company listed on publicly-traded corporation engaged in a national securities exchange Competing Business, (b) activities by the Parent, the Seller or traded over their respective Affiliates that were existing activities of the counter]Parent, employeethe Seller or their respective Affiliates as of the Closing Date other than activities of the Businesses, sales representative (c) providing services similar to the services provided by the Businesses to only the Parent, the Seller and their Affiliates, provided, that the Parent and the Seller hereby represent that the Parent, the Seller or consultant for any organizationAffiliate thereof does not, company as of the date hereof or business entity as of the Closing Date, have any type current intention of providing any such services, (d) the acquisition of the Parent, the Seller or any of their Affiliates by a third party whose operations involve a Competing Business, (e) the acquisition by the Parent, the Seller or any of their Affiliates of a third party which engages in any business or activity a Competing Business, provided that the primary purpose of any nature whatsoeversuch acquisition referred to in this clause (e) is not the acquisition of such Competing Businesses, which is competitive and provided further that such Competing Business referred to in this clause (e) either (i), together with the business revenues for any prior acquisition exempted from the provisions of Employer this Section 8.06 by this clause (e)(i), accounts for less than U.S. $50,000,000 in revenues for the last fiscal year of such third party for which financial statements are available or (ii) is divested by the Acquiror within 270 days from the date it is acquired or (f) the Parent or any MVB Financial subsidiaries or affiliates within of its Affiliates acquiring any Designated Regulatory Assets pursuant to subsection (a) of Section 8.05; provided, however, that if significant progress has been made and is continuing with respect to such divestiture by the Restricted Territory. In end of such period, the event this covenant not to compete period shall be deemed by any court or body extended at the request of the Parent for an additional ninety (90) days. If the final judgment of a Court of competent jurisdiction declares that any term or provision of this Section 8.06 is invalid or unenforceable, the parties agree that the Court making the determination of invalidity or HALLIBURTON COMPANY AGREEMENT AND PLAN OF RECAPITALIZATION 44 51 unenforceability shall have the power to be unenforceable in whole or in part by reason of its extending for too long a period of timereduce the scope, duration, or too great a geographical area of the term or over too great a range of activitiesprovision, to delete specific words or phrases, or overly broad in to replace any other respect invalid or for any other reasonunenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid and unenforceable term or provision, then and in such event this Agreement shall be deemed enforceable as so modified after the expiration of the time within which the judgment may be appealed. The Parent and interpreted the Seller acknowledge that the provisions of this Section 8.06 are reasonable in time and scope and necessary to extend over only such maximum period protect the legitimate interests of timethe Acquiror and each Buyer and that any violation of this Section 8.06 will result in irreparable injury to the Acquiror, geographical area or range each Buyer and to the Businesses, the exact amount of activities, or otherwise, so as which will be difficult to render these provisions valid and enforceableascertain, and as so modifiedthat the remedies at law for any such violation would not be reasonable or adequate compensation to the Acquiror, these provisions the Buyers and the Businesses. Accordingly, the Parent and the Seller agree that, if any of them or any of their Subsidiaries (whether now existing or hereafter acquired or created) violates this Section 8.06, the Acquiror, any of the Buyers and the members of each Company Group (following consummation of the transactions contemplated hereby) shall be enforceable entitled, in addition to any other remedy that may be available at law or in equity, to specific performance and enforced. BY SIGNING THIS AGREEMENTinjunctive relief, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, (B) SPECIAL, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENT, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYERwithout posting bond or other security and without the necessity of proving actual damages.

Covenant Not to Compete. During For a period of three years from and after the Initial Term Closing Date, and except as contemplated by the applicable Employment Agreement or any Renewal Term of this Consulting Agreement and for the Restricted Periodor as expressly permitted in writing by Seabury, Employee shall not directly or indirectly engage in any business or activity of any nature whatsoever, which is substantially competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within fifty (50) miles none of the places of business of Employer or any MVB Financial subsidiaries or affiliates (the “Restricted Territory”), nor shall Employee sell, or solicit the sale of, any services or products related theretoSellers will, directly or indirectly, to any own, manage, operate, control, lend money to, guarantee the lending of money to, arrange for or promote the customers lending of Employer money to, endorse the obligations of, participate in or any MVB Financial subsidiaries or affiliates. Without limitation of the foregoingbe connected as an officer, Employee shall not bestockholder, or serve as, a proprietoremployee, partner, officer, director, stockholder [except a stockholder consultant or advisor with, any firm, organization or business engaged in any business that Wohlers conducts as of not more the Closing Date in any geographic area in which Wohlers conducts such business as of the Closing Date (the "Covered Business"), provided, however that none of the Sellers shall be prohibited from owning less than five percent (5%) 1% of the outstanding stock of any company listed on a national securities exchange publicly traded corporation engaged, directly or traded over indirectly, in the counter]Covered Business. In addition, employee, sales representative or consultant for any organization, company or business entity of any type which engages in any business or activity of any nature whatsoever, which is competitive with Xxxxxx X. Xxxxxxx shall refrain from using the business of Employer corporate name "Xxxxxx X. Xxxxxxx & Co." or any MVB Financial subsidiaries or affiliates within derivation thereof in conducting any insurance business. If the Restricted Territory. In the event this covenant not to compete shall be deemed by any final judgment of a court or body of competent jurisdiction determines that any restrictive covenants set forth in this Section 9(i), or any portion thereof, is invalid, illegal or unenforceable, those covenants shall be considered divisible and the remainder of the covenant shall, to the extent enforceable under applicable law, not thereby be affected and shall be given full effect, without regard to the portions which have been declared invalid, illegal or unenforceable and, if any of the covenants in this Section 9(i), or any portion thereof, is determined to be so invalid, illegal or unenforceable in whole because of the duration or in part by reason geographic scope of its extending for too long a period such provision, it is the intention of timethe parties that such court should have the power to modify any such provision, or too great a geographical area or over too great a range of activities, or overly broad in any other respect or for any other reason, then and in such event this Agreement shall be deemed modified and interpreted to extend over only such maximum period of time, geographical area or range of activities, or otherwise, so as the extent necessary to render these provisions valid and the provision enforceable, and such provision, as so modified, these provisions shall should be enforceable and enforced. BY SIGNING THIS AGREEMENTThe parties to this Agreement agree and acknowledge that they are familiar with the Covered Business and believe that the restrictive covenants set forth in this Section 9(i) are reasonable with respect to their subject matter, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, (B) SPECIAL, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENT, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYERduration and geographical application.

Covenant Not to Compete. During The Employee expressly acknowledges that (i) the Initial Term Company is and will be engaged in the manufacture of adhesives, sealants and coatings (the "Businesses of the Company, its Subsidiaries and their Affiliates"); (ii) the Employee is one of a limited number of persons who has extensive knowledge and expertise relevant to the Businesses of the Company, its Subsidiaries and their Affiliates; (iii) the Employee's performance of his services for the Company hereunder will afford him full and complete access to and cause him to become highly knowledgeable about the Company's, its Subsidiaries' and their Affiliates' Confidential Information; (iv) the agreements and covenants contained in this Section 4.5 are essential to protect the business and goodwill of the Company, its Subsidiaries and their Affiliates because, if the Employee enters into any activities competitive with the Businesses of the Company, its Subsidiaries and their Affiliates, he will cause substantial harm to the Company or any Renewal Term its Subsidiaries and Affiliates; and (v) his covenants to the Company, its Subsidiaries and their Affiliates set forth in this Section 4.5 are being made in partial consideration of this Agreement the Company's grant of the Option to him. Accordingly, the Employee hereby agrees that while he is employed by the Company hereunder and for the Restricted Periodone (1) year period thereafter (the "NON-COMPETITION PERIOD"), Employee he shall not directly or indirectly engage own any interest in, invest in, lend to, borrow from, manage, control, participate in, consult with, become employed by, render services to, or in any business or activity of any nature whatsoever, which is substantially competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within fifty (50) miles of the places of business of Employer or any MVB Financial subsidiaries or affiliates (the “Restricted Territory”), nor shall Employee sell, or solicit the sale ofother manner whatsoever engage in, any services or products related thereto, directly or indirectly, to any of the customers of Employer or any MVB Financial subsidiaries or affiliates. Without limitation of the foregoing, Employee shall not be, or serve as, a proprietor, partner, officer, director, stockholder [except a stockholder of not more than five percent (5%) of the outstanding stock of any company listed on a national securities exchange or traded over the counter], employee, sales representative or consultant for any organization, company or business entity of any type which engages in any business or activity of any nature whatsoever, which is competitive with any business actively being engaged in by the business of Employer Company, its Subsidiaries and their Affiliates or any MVB Financial subsidiaries or affiliates within actively (and demonstrably) being considered by the Restricted Territory. In the event this covenant not to compete shall be deemed by any court or body of competent jurisdiction to be unenforceable in whole or in part by reason of Company, its extending Subsidiaries and their Affiliates for too long a period of time, or too great a geographical area or over too great a range of activities, or overly broad in any other respect or for any other reason, then and in such event this Agreement shall be deemed modified and interpreted to extend over only such maximum period of time, geographical area or range of activities, or otherwise, so as to render these provisions valid and enforceable, and as so modified, these provisions shall be enforceable and enforced. BY SIGNING THIS AGREEMENT, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, (B) SPECIAL, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENT, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYER.entry

Covenant Not to Compete. During the Initial Term or any Renewal Term two (2) year period following the date of this Agreement and Agreement, for the Restricted Periodany reason, Employee Signature shall not directly or indirectly engage in any business or activity of any nature whatsoever, which is substantially competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within fifty (50) miles of the places of business of Employer or any MVB Financial subsidiaries or affiliates (the “Restricted Territory”)not, nor shall Employee sell, or solicit the sale of, it permit any services or products related theretoof its Affiliates, directly or indirectly, anywhere in the world other than Japan, Hong Kong (including Hong Kong Island, Kowloon and the New Territories), Macau, Australia, Singapore, South Korea, Taiwan, Malaysia, Philippines, New Zealand, Thailand, Vietnam, Indonesia, Guam, Saipan, and The People's Republic of China to (x) engage in, or invest in, the Business (as defined in the Asset Purchase Agreement) in direct or indirect competition with Transmedia and its Affiliates, or (y) offer, market or promote any program or other arrangement which directly competes with the DALC Program, the Transmedia Program or any other substantially similar discount dining program marketed or promoted by Transmedia during the term hereof; it being understood that nothing herein shall limit any dining transaction or dining program membership fees being charged to any credit card program maintained or serviced by General Electric Corporation and its affiliates; provided, however, that nothing contained herein shall prohibit Signature from performing its obligations hereunder or under the License Agreements, from owning the Closing Date Shares, the Option and, upon exercise thereof, the Option Shares (each, as defined in the Asset Purchase Agreement) pursuant to the terms of the customers Asset Purchase Agreement, owning securities in Signature Japan Co., Ltd. (f/k/a CardPlus Japan Co., Ltd.) or from owning solely as an investment, securities of Employer any person which are traded on any national securities exchange, the Nasdaq National Market or on Nasdaq Stock Market Inc, if Signature does not, directly or indirectly, own more than 20% of any MVB Financial subsidiaries or affiliates. Without limitation securities of such person; and provided, further, that Signature shall not be bound by this Section 10.4 from and after the date, if ever, on which a petition against Transmedia is filed under Chapter VII of the foregoingUnited States Bankruptcy Code (whether such filing is voluntary or involuntary) and such petition is not dismissed or stayed within 60 days or Transmedia materially ceases to engage in the DALC Program, Employee shall not be, or serve as, causing a proprietor, partner, officer, director, stockholder [except a stockholder of not more than five percent (5%) of the outstanding stock of any company listed on a national securities exchange or traded over the counter], employee, sales representative or consultant for any organization, company or business entity of any type which engages in any business or activity of any nature whatsoever, which is competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within the Restricted Territory. In the event this covenant not termination hereunder pursuant to compete shall be deemed by any court or body of competent jurisdiction to be unenforceable in whole or in part by reason of its extending for too long a period of time, or too great a geographical area or over too great a range of activities, or overly broad in any other respect or for any other reason, then and in such event this Agreement shall be deemed modified and interpreted to extend over only such maximum period of time, geographical area or range of activities, or otherwise, so as to render these provisions valid and enforceable, and as so modified, these provisions shall be enforceable and enforced. BY SIGNING THIS AGREEMENT, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, (B) SPECIAL, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENT, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYERSection 11.2 hereof.

Covenant Not to Compete. During If you terminate employment with Surety or if your employment is terminated by Surety and then you compete with Surety, Surety may suffer irreparable harm and damage. Accordingly, you hereby agree that to protect the Initial Term or any Renewal Term legitimate business interests of this Agreement Surety, while you are employed by Surety, and for a period of 12 months following the Restricted Perioddate of your termination of employment with Surety, Employee shall not directly or indirectly engage in any business or activity of any nature whatsoever, which is substantially competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within fifty (50) miles of the places of business of Employer or any MVB Financial subsidiaries or affiliates (the “Restricted Territory”), nor shall Employee sell, or solicit the sale of, any services or products related theretoyou will not, directly or indirectly, to any without the prior written approval of the customers of Employer Surety’s Board, be directly or any MVB Financial subsidiaries or affiliates. Without limitation of the foregoing, Employee shall not be, or serve as, a proprietorindirectly employed as an owner, partner, officeremployee, directorconsultant or in any other capacity by, stockholder [except and you will not become a stockholder in, the surety business in the United States and Canada (a “Competitor”); provided, however, that such prohibited activity shall not include (i) the ownership of not more less than five percent (5%) % of the outstanding stock securities of any company listed on a national securities exchange publicly traded corporation (determined by vote or traded over the counter], employee, sales representative or consultant for any organization, company or business entity value) regardless of any type which engages in any business or activity of any nature whatsoever, which is competitive with the business of Employer such corporation or any MVB Financial subsidiaries or affiliates within (ii) the Restricted Territory. In provision of services to a business the event this covenant not to compete gross written premiums of which arising from the surety business during the immediately preceding calendar year was less than 20% of such business’ total gross written premiums; and provided further that such prohibited activity shall be deemed expanded to include a surety business outside the United States and Canada should, during the term of this Agreement, Surety do “substantial” business outside the United States and Canada. Upon your written request, the Board will determine in its sole discretion whether a business or other entity constitutes a “Competitor” or whether Surety is doing “substantial” business outside the United States and Canada; provided that the Board may require you to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned on the accuracy of such information, and on such other factors as the Board may determine. If any restriction set forth in this Section 8(c) is found by any court or body of competent jurisdiction to be unenforceable in whole or in part by reason of its extending because it extends for too long a period of time, or too great a geographical area time or over too great a range of activitiesactivities or over too broad a geographic area, or overly broad in any other respect or for any other reason, then and in such event this Agreement it shall be deemed modified and interpreted to extend only over only such the maximum period of time, geographical area or range of activities, activities or otherwise, so geographic area as to render these provisions valid and which it may be enforceable. Notwithstanding anything contained in this Agreement to the contrary, and as so modified, these provisions the restriction set forth in this Section 8(c) shall be enforceable and enforced. BY SIGNING THIS AGREEMENT, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT terminate on the later of (Ai) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, the expiration of the Protection Period or (Bii) SPECIAL, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENT, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYERthe expiration of the 12 month period following the date of your termination of employment with Surety during the Protection Period.

Covenant Not to Compete. During Parent and Seller each acknowledge and agree that the Initial Term Division's reputation and goodwill are an integral part of its business success throughout the areas where it conducts its business. If Parent or Seller deprives Buyer of any Renewal Term of the Division's goodwill or in any manner utilizes its reputation and goodwill in competition with the Division, Buyer will be deprived of the benefits it has bargained for pursuant to this Agreement Agreement. Accordingly, as an inducement for Buyer to enter into this Agreement, Parent and Seller agree that for a period of ten (10) years after the Restricted PeriodClosing Date, Employee Parent and Seller shall not directly or indirectly engage in any business or activity of any nature whatsoeverand shall cause their affiliates not to, which is substantially competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within fifty (50) miles of the places of business of Employer or any MVB Financial subsidiaries or affiliates (the “Restricted Territory”), nor shall Employee sell, or solicit the sale of, any services or products related theretowithout Buyer's prior written consent, directly or indirectly, to own, manage, operate, control or participate in the ownership, management, operation or control of any of profit or non-profit business or organization which, directly or indirectly, at any location throughout the customers of Employer world, engages in the Business; provided, however, that nothing herein shall prohibit Parent or any MVB Financial subsidiaries Seller or affiliates. Without limitation of their affiliates from acquiring a stock interest in a corporation, provided such stock is publicly traded and the foregoing, Employee shall not be, or serve as, a proprietor, partner, officer, director, stockholder [except a stockholder of stock so acquired is not more than five percent (5%) of the outstanding stock shares of such company; provided further that nothing herein shall prohibit Parent or Seller or their affiliates from, directly or indirectly, owning, managing, operating, controlling or participating in the ownership, management, operation or control of any company listed on a national securities exchange profit or traded over non-profit business or organization which, directly or indirectly, at any location throughout the counter]world, employee, sales representative or consultant for any organization, company or business entity of any type which engages in any the Bio Clinic Business so long as such business or activity organization does not engage in the Business. Parent and Seller agree to maintain in confidence, and not to disclose to any third party, any ideas, methods, developments, inventions, improvements and business plans and information which are the confidential information of any nature whatsoever, which is competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within the Restricted TerritoryDivision. In the event the agreement in this covenant not to compete Article XI shall be deemed determined by any court or body of competent jurisdiction to be unenforceable in whole or in part by reason of its extending for too long great a period of time, time or over too great a geographical area or over by reason of its being too great a range of activities, or overly broad extensive in any other respect or for any other reasonrespect, then and in such event this Agreement it shall be deemed modified and interpreted to extend only over only such the maximum period of timetime for which it may be enforceable, and/or over the maximum geographical area or range of activities, or otherwise, so as to render these provisions valid and which it may be enforceable and/or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action. Parent and as so modifiedSeller each acknowledge that a breach of the covenants contained in this Article XI will cause irreparable damage to Buyer, these provisions the exact amount of which will be difficult to ascertain, and that the remedies at law for any such breach will be inadequate. Accordingly, Parent and Seller agree that if Parent or Seller breaches the covenant contained in this Article XI, in addition to any other remedy which may be available at law or in equity, Buyer shall be enforceable entitled to specific performance and enforced. BY SIGNING THIS AGREEMENTinjunctive relief, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, (B) SPECIAL, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENT, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYERwithout posting bond or other security.

Covenant Not to Compete. During In exchange for the Initial Term or any Renewal Term consideration described in the --------------------------- Letter, I hereby agree, among other things, to restrict my employment and business opportunities in essentially the same manner as they would have been restricted had I remained employed by the Corporation during the three year period commencing on May 1, 2000. I agree that the duty of loyalty that I owed to the Corporation by virtue of my previous employment and position with the Corporation shall continue to its fullest extent during these three years by virtue of this Agreement and for Agreement. I shall continue to be governed by the Restricted Periodsame principles that prohibit the Corporation's employees from engaging in personal or family business activities constituting potential conflicts of interest, Employee shall not including those outlined in CPS-712. Among other restrictions, I understand that during this three year time period I will not, on my own or in association with others, either (i) be directly or indirectly employed by or engage in any business or activity of any nature whatsoeverbe associated with or tender advice or services as an employee, which is substantially competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within fifty (50) miles of the places of business of Employer or any MVB Financial subsidiaries or affiliates (the “Restricted Territory”), nor shall Employee sell, or solicit the sale of, any services or products related thereto, directly or indirectly, to any of the customers of Employer or any MVB Financial subsidiaries or affiliates. Without limitation of the foregoing, Employee shall not be, or serve as, a proprietor, partner, officeradvisor, director, stockholder [except a stockholder of not more than five percent consultant or otherwise or (5%ii) of the outstanding stock of seek or accept any company listed on a national securities exchange financial or traded over the counter]other personal benefit, employeewith or from, sales representative in either case, any corporation, partnership, or consultant for any organization, company or other business entity of any type which engages competing with the Corporation in any area in which the Corporation is conducting business or activity on the date of any nature whatsoever, which is competitive my retirement. To the extent that Xxxxxx Laboratory falls within the description of a "business entity competing with the business Corporation", the parties agree that my membership on the Board of Employer or any MVB Financial subsidiaries or affiliates within the Restricted TerritoryDirectors of Xxxxxx Laboratory is excepted from this obligation. In the event The parties further agree and understand that this covenant not to compete does not prohibit me from directly or indirectly owning up to one percent or less of the listed or publicly held securities in a company that is a competitor of the Corporation or holding investments of $100,000 or less in any such company that is not publicly held. I currently have investment positions in corporations and in mutual funds that have ownership positions in corporations which may compete with the Corporation, and the Corporation agrees that these existing personal business interests do not violate the terms of this Agreement. The parties further agree that if I were to perform public service work on behalf of the government, these services would not violate this Agreement. I understand and agree that the duration and area for which these restrictions are to be effective are fair and reasonable in light of the consideration paid under this Agreement. I agree and acknowledge that these restrictions are reasonably required for the protection of the Corporation's legitimate business interests from unfair competition as a result of the high level executive and management positions I have held within the Corporation and my attendant access to and extensive knowledge of the Corporation's confidential and proprietary property and information, including trade secrets, customer and supplier relationships and good will. It is the desire and intent of the parties that the provisions of this Covenant Not to Compete shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this Covenant Not to Compete is adjudicated to be invalid or unenforceable, this Covenant Not to Compete shall be deemed by any court or body of competent jurisdiction amended to delete therefrom the portion thus adjudicated to be unenforceable invalid or unenforceable, such deletion to apply only with respect to the operation of this provision in whole or the particular jurisdiction in part by reason of its extending for too long a period of time, or too great a geographical area or over too great a range of activities, or overly broad in any other respect or for any other reason, then and in which such event this Agreement shall be deemed modified and interpreted to extend over only such maximum period of time, geographical area or range of activities, or otherwise, so as to render these provisions valid and enforceable, and as so modified, these provisions shall be enforceable and enforced. BY SIGNING THIS AGREEMENT, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, (B) SPECIAL, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENT, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYERadjudication is made.

Covenant Not to Compete. During LWB shall make himself available for consultation with Buyer as needed for one (1) year following the Initial Term or any Renewal Term Closing provided such consultation does not unreasonably interfere with other business activities. ForIn view of the sale of goodwill by Xxxxxxx under this Agreement Agreement, for a period of five years from and for after the Restricted PeriodClosing Date, Employee shall LWB will not engage directly or indirectly engage through BHI, BHM, BP, or otherwise in the construction and sale of single family homes in Alabama and Mississippi,the Alabama counties ofall Alabama and Mississippi,Alabama counties, including specifically Madison, Limestone, Jefferson, Morgan, Jefferson and Xxxxxx and theMobile, and Xxxxxxx, and all Mississippi counties ofcounties, including specifically Jackson and Xxxxxxxx, except that the foregoing restriction shall not apply (i) to the development of land for single family homes in a joint venturelimited liability company jointly owned with WHI as outlined in section 2(j),2(k), (ii) the construction and/or sale of homes on scattered lots (owned by customers) by Madison, or LWB's(iii) the development by LWB directly or through Affiliates of rural properties (without availability of sanitary sewer systems)service other than individual septic tanks) provided however, that Buyer shall have for five years after Closing a Right of First Refusal to purchase all lots on such rural properties upon completion of development. LWB will not use the name "Xxxxxxx""Xxxxxxx," "BHI," or a variation thereof on any entity with which he is associated and for two years after Closing will not hire directly or through any business or activity of any nature whatsoeverwith which he is associated, which is substantially competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within fifty (50) miles of the places of business of Employer or any MVB Financial subsidiaries or affiliates (the “Restricted Territory”), nor shall Employee sell, or solicit the sale ofincluding Madison, any services person who has been an employee of Xxxxxxx, BHI, WHA, WHM or products related theretoWHI during the preceding twenty four (24) months, directly except that LWB or indirectly, to any of an Affiliate may employ the customers of Employer or any MVB Financial subsidiaries or affiliates. Without limitation of the foregoing, Employee shall not be, or serve as, a proprietor, partner, officer, director, stockholder [except a stockholder of not more than five percent (5%) of the outstanding stock of any company persons listed on Schedule 14. If the final judgment of a national securities exchange or traded over the counter], employee, sales representative or consultant for any organization, company or business entity of any type which engages in any business or activity of any nature whatsoever, which is competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within the Restricted Territory. In the event this covenant not to compete shall be deemed by any court or body of competent jurisdiction declares that any term or provision of this section 8(f) is invalid or unenforceable, the Parties agree that the court making the determination of invalidity or unenforceability shall have the power to be unenforceable in whole or in part by reason of its extending for too long a period of timereduce the scope, duration, or too great a geographical area of the term or over too great a range of activitiesprovision, to delete specific words or phrases, or overly broad in to replace any other respect invalid or for any other reasonunenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, then and in such event this Agreement shall be deemed modified and interpreted to extend over only such maximum period of time, geographical area or range of activities, or otherwise, so as to render these provisions valid and enforceable, and enforceable as so modified, these provisions shall modified after the expiration of the time within which the judgment may be enforceable and enforced. BY SIGNING THIS AGREEMENT, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, (B) SPECIAL, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENT, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYERappealed.

Covenant Not to Compete. During The Executive acknowledges and agrees with the Initial Term Company that during the course of the Executive's employment with the Company, the Executive has had and will continue to have the opportunity to develop relationships with existing employees, customers and other business associates of the Company and the Subsidiaries, which relationships constitute goodwill of the Company, and the Executive acknowledges and agrees that the Company would be irreparably damaged if the Executive were to take actions that would damage or any Renewal Term misappropriate such goodwill. The Executive acknowledges that the Company and its Subsidiaries currently engages, throughout the United States (the "Territory"), the business of the development, sale, marketing and administration of life insurance, annuities and extended care insurance products (the "Subject Business"). Accordingly, during the term of the Executive's employment with the Company and (i) prior to a Change of Control and in the case of a voluntary termination by the Executive under paragraph 4(d) or a termination by the Company for Cause under paragraph 4(b), the balance of the term of this Agreement and for the Restricted Period, Employee shall not directly or indirectly engage in any business or activity under paragraph 2 as if no termination of any nature whatsoever, which is substantially competitive with the business employment occurred but notice of Employer or any MVB Financial subsidiaries or affiliates within fifty (50) miles termination of the places automatic extension was given either by the Executive at the time of business his notice of Employer voluntary resignation or any MVB Financial subsidiaries given by the Company at the time of its notice of termination for Cause, or affiliates (ii) after a Change in Control, one year after the Termination Date (the “Restricted Territory”"Noncompete Period"), nor the Executive shall Employee sell, or solicit the sale of, any services or products related theretonot, directly or indirectly, enter into, engage in, assist, give or lend funds to any of the customers of Employer or any MVB Financial subsidiaries otherwise finance, be employed by or affiliates. Without limitation of the foregoing, Employee shall not beconsult with, or serve ashave a financial or other interest in, a proprietorany business which engages in the Subject Business, partnerwhether for or by himself or as an independent contractor, officeragent, directorstockholder, stockholder [except a stockholder partner or joint venturer for any other person, provided that the aggregate ownership by the Executive of not no more than five two percent (5%) of the outstanding stock equity securities of any company listed person, which securities are traded on a national or foreign securities exchange exchange, quoted on the Nasdaq Stock Market or traded over other automated quotation system or, in the counter]case of the Company, employeeof no more than ten percent of the Company's outstanding equity securities shall not be deemed to be giving or lending funds to, sales representative otherwise financing or consultant for any organization, company or business entity of any type which engages having a financial interest in any business or activity of any nature whatsoever, which is competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within the Restricted Territorya competitor. In the event that any person in which the executive has any financial or other interest directly or indirectly enters into the Subject Business in the Territory during the Noncompete Period, the Executive shall divest all of his interest (other than any amount permitted under this covenant not to compete shall be deemed by any court or body of competent jurisdiction to be unenforceable in whole or in part by reason of its extending for too long a period of time, or too great a geographical area or over too great a range of activities, or overly broad in any other respect or for any other reason, then and paragraph) in such event this Agreement shall be deemed modified and interpreted to extend over only person within 30 days after such maximum period of time, geographical area or range of activities, or otherwise, so as to render these provisions valid and enforceable, and as so modified, these provisions shall be enforceable and enforced. BY SIGNING THIS AGREEMENT, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, (B) SPECIAL, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENT, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYERperson enters into the Subject Business in the Territory.

Covenant Not to Compete. During the Initial Term or any Renewal Term of this Agreement Section 14 is hereby deleted and for the Restricted Period, Employee shall not directly or indirectly engage replaced in any business or activity of any nature whatsoever, which is substantially competitive its entirety with the business following: The Executive hereby covenants and agrees that for a period of two years following the date of her termination of employment with the Employer or any MVB Financial subsidiaries or affiliates within fifty (50) miles of the places of business of Employer or any MVB Financial subsidiaries or affiliates (the “Restricted TerritoryNon-Compete Period”), nor she shall Employee sellnot, without the written consent of the Employer, become an officer, employee, consultant, director or trustee of any savings bank, savings and loan association, savings and loan holding company, bank or bank holding company, or solicit any direct or indirect subsidiary or affiliate of any such entity, that entails working within any county in which the sale ofCompany or the Bank maintains an office as of the date of termination of the Executive’s employment. In addition, any services or products related thereto, directly or indirectly, to in the event of a breach by the Executive of any of the customers provisions of this Section 14, the Employer may avail itself of such remedies that may be available to it as a result of such breach by the Executive, with such remedies to be cumulative and not mutually exclusive. During the Non-Compete Period, provided the Executive is and continues to be as of each payment date in material compliance with the Agreement as amended by this Amendment, and provided further that no amounts are payable to the Executive pursuant to either Section 9 or any MVB Financial subsidiaries or affiliates. Without limitation Section 11 of the foregoingAgreement, Employee the Bank shall not bepay to the Executive a total of Eight Hundred Sixty-Five Thousand Two Hundred Dollars ($865,200) in installments, representing 2x Executive’s Base Salary and 2x her 2009 EIP at Target. The foregoing amount shall be made in equal monthly installments of Thirty-Six Thousand Fifty Dollars during the Non-Compete Period on or serve asabout the first business day of each month; provided, however, that the monthly installments that would otherwise have been paid during the first six months following the Retirement Date shall be delayed and paid in a proprietor, partner, officer, director, stockholder [except lump sum in the amount of Two Hundred Fifty-Two Thousand Three Hundred Fifty Dollars together with interest thereon to the date of payment at a stockholder of not more than five percent (5%) rate equal to 120% of the outstanding stock of any company listed Applicable Federal Rate in effect at the Retirement Date (the “Rate”), on a national securities exchange or traded over August 2, 2010 if the counter], employee, sales representative or consultant for any organization, company or business entity of any type which engages Executive is and continues to be in any business or activity of any nature whatsoever, which is competitive material compliance with the business Agreement as amended by this Amendment. Commencing September 1, 2010, each monthly installment for the remainder of Employer the Non-Compete Period shall be Thirty-Six Thousand Fifty Dollars. Provided that the Executive remains employed by the Bank through the Retirement Date and is in material compliance with the Agreement as amended by this Amendment then, no later than January 31, 2010, the Bank shall pay Executive a lump sum cash payment equal to the insurance premium cost (Bank’s and Employee’s) at that time of twenty four months’ continuation of health and dental insurance coverage for Executive and her family under the Bank’s group health insurance coverage. Executive may use such funds at her discretion, and will have the right to continue to participate in the Bank’s employee medical plan, the Bank’s retiree medical coverage, COBRA or any MVB Financial subsidiaries or affiliates within other as she desires at the Restricted Territorytime of retirement; provided she is eligible under the terms of such plans at the Retirement Date. In the event this covenant not that the Bank shall fail to compete timely make any such payment, which failure shall continue for more than 10 days after written notice thereof from the Executive to the Bank, then the Bank shall pay to the Executive interest thereon (at the Rate) from the date of any such nonpayment or payments when due, until paid, and shall be deemed by responsible for all costs and expenses, including, without limitation, reasonable attorneys’ fees, that the Executive incurs in order to collect said payments or enforce the terms hereof. The Bank acknowledges and agrees that any court employment of the Executive during the Non-Compete Period which does not otherwise violate the terms hereof shall not affect the Bank’s obligation to make (or body of competent jurisdiction the Executive’s right to be unenforceable in whole or in part by reason of its extending for too long a period of time, or too great a geographical area or over too great a range of activities, or overly broad in any other respect or for any other reason, then receive) the payments and in such event this Agreement shall be deemed modified and interpreted to extend over only such maximum period of time, geographical area or range of activities, or otherwise, so as to render these provisions valid and enforceable, and as so modified, these provisions shall be enforceable and enforced. BY SIGNING THIS AGREEMENT, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, (B) SPECIAL, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENT, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYERbenefits hereunder.

Covenant Not to Compete. During The Employee expressly acknowledges that (i) the Initial Term Company is and will be engaged in the manufacture of adhesives, sealants and coatings; (ii) the Employee is one of a limited number of persons who has extensive knowledge and expertise relevant to the businesses of the Company, its Subsidiaries and their Affiliates; (iii) the Employee's performance of his services for the Company hereunder will afford him full and complete access to and cause him to become highly knowledgeable about the Company's, its Subsidiaries' and their Affiliates' Confidential Information; (iv) the agreements and covenants contained in this Section 4.5 are essential to protect the business and goodwill of the Company, its Subsidiaries and their Affiliates because, if the Employee enters into any activities competitive with the businesses of the Company, its Subsidiaries and their Affiliates, he will cause substantial harm to the Company or any Renewal Term its Subsidiaries and Affiliates; and (v) his covenants to the Company, its Subsidiaries and their Affiliates set forth in this Section 4.5 are being made in partial consideration of this Agreement the Company's grant of the Option to him. Accordingly, the Employee hereby agrees that while he is employed by the Company hereunder and for the Restricted Periodone (1) year period thereafter (the "NON-COMPETITION PERIOD"), Employee he shall not directly or indirectly engage own any interest in, invest in, lend to, borrow from, manage, control, participate in, consult with, become employed by, render services to, or in any business or activity of any nature whatsoever, which is substantially competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within fifty (50) miles of the places of business of Employer or any MVB Financial subsidiaries or affiliates (the “Restricted Territory”), nor shall Employee sell, or solicit the sale ofother manner whatsoever engage in, any services or products related thereto, directly or indirectly, to any of the customers of Employer or any MVB Financial subsidiaries or affiliates. Without limitation of the foregoing, Employee shall not be, or serve as, a proprietor, partner, officer, director, stockholder [except a stockholder of not more than five percent (5%) of the outstanding stock of any company listed on a national securities exchange or traded over the counter], employee, sales representative or consultant for any organization, company or business entity of any type which engages in any business or activity of any nature whatsoever, which is competitive with any business actively being engaged in by the Company, its Subsidiaries and their Affiliates or actively (and demonstrably) being considered by the Company, its Subsidiaries and their Affiliates for entry into on the date of the termination of the Employment Period, within any states or geographical regions in which any such business is being conducted or in which the Company, its Subsidiaries and their Affiliates is or are actively (and demonstrably) considering engaging in on the date of Employer or any MVB Financial subsidiaries or affiliates within the Restricted Territorytermination of the Employment Period. In The preceding to the event this covenant not to compete contrary notwithstanding, the Employee shall be deemed by free to make investments in the publicly traded securities of any court or body corporation, provided that such investments do not amount to more than 1% of competent jurisdiction to be unenforceable in whole or in part by reason the outstanding securities of its extending for too long a period any class of time, or too great a geographical area or over too great a range of activities, or overly broad in any other respect or for any other reason, then and in such event this Agreement shall be deemed modified and interpreted to extend over only such maximum period of time, geographical area or range of activities, or otherwise, so as to render these provisions valid and enforceable, and as so modified, these provisions shall be enforceable and enforced. BY SIGNING THIS AGREEMENT, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, (B) SPECIAL, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENT, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYERcorporation.

Covenant Not to Compete. During the Initial Term or any Renewal Term Seller shall, and shall cause all of this Agreement and for the its affiliates to, (each a “Restricted Period, Employee shall not Person”) refrain directly or indirectly engage in any business from processing or activity selling infant cereal for a period of any nature whatsoeverfive (5) years from and after the Closing Date; provided however, which is substantially competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within fifty (50) miles of the places of business of Employer or any MVB Financial subsidiaries or affiliates (the “Restricted Territory”), nor shall Employee sell, or solicit the sale of, any services or products related thereto, directly or indirectly, to any of the customers of Employer or any MVB Financial subsidiaries or affiliates. Without limitation of the foregoing, Employee foregoing covenant shall not be, or serve as, a proprietor, partner, officer, director, stockholder [except a stockholder of be deemed to prohibit Seller from (i) acquiring as an investment not more than five percent one (51%) percent of the outstanding capital stock of any a company listed whose stock is traded on a national securities exchange or traded over (ii) engaging in such activities for the counter], employee, sales representative benefit of Buyer or consultant any of Buyer’s affiliates. Seller on behalf of itself and each Restricted Person acknowledges that (a) any violation of the provisions of this Section 8.11 would cause irreparable harm to Buyer and that money damages would not be an adequate remedy for any organizationsuch violation and (b) accordingly, company Buyer and its affiliates shall be entitled to obtain injunctive or business entity other equitable relief to prevent any actual or threatened breach of any type of such provisions and to enforce such provisions specifically, without the necessity of posting a bond or other security or of proving actual damages, by an appropriate court in the appropriate jurisdiction. The remedies provided in this Section 8.11 are cumulative and shall not exclude any other remedies to which engages in Buyer (or its affiliates) may be entitled under this Agreement or applicable law, and the exercise of a remedy under this Section 8.11 shall not be deemed an election excluding any business or activity of any nature whatsoever, which is competitive with the business of Employer other remedy or any MVB Financial subsidiaries or affiliates within the Restricted Territorywaiver thereof. In the event this covenant not to compete shall be deemed by If any court or governmental body of competent jurisdiction determines that the restrictions contained herein are too broad or otherwise unreasonable under applicable law, including with respect to be unenforceable in whole time or in part geographical scope, such governmental body is hereby requested and authorized by reason the parties to revise the foregoing restriction to include the maximum restrictions allowable under applicable law. Seller, on behalf of its extending for too long a period of timeitself and each other Restricted Person acknowledges, or too great a however, that this Agreement has been negotiated by the Restricted Person and that the geographical area or over too great a range of scope and time limitations, as well as the limitation on activities, or overly broad contained herein are reasonable in any other respect or for any other reasonlight of the circumstances pertaining to the Business, then Purchased Assets and in such event this Agreement shall be deemed modified and interpreted to extend over only such maximum period of time, geographical area or range of activities, or otherwise, so as to render these provisions valid and enforceable, and as so modified, these provisions shall be enforceable and enforced. BY SIGNING THIS AGREEMENT, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, (B) SPECIAL, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENT, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYER.the transactions contemplated by the Agreement

Covenant Not to Compete. During LWB shall make himself available for consultation with Buyer as needed for one (1) year following the Initial Term or any Renewal Term Closing provided such consultation does not unreasonably interfere with other business activities. ForIn view of the sale of goodwill by Xxxxxxx under this Agreement Agreement, for a period of five years from and for after the Restricted PeriodClosing Date, Employee shall LWB will not engage directly or indirectly engage through BHI, BHM, BP, or otherwise in the construction and sale of single family homes in Alabama and Mississippi,the Alabama counties ofall Alabama and Mississippi,Alabama counties, including specifically Madison, Limestone, Jefferson, Morgan, Jefferson and Xxxxxx and theMobile, and Xxxxxxx, and all Mississippi counties ofcounties, including specifically Jackson and Xxxxxxxx, except that the foregoing restriction shall not apply (i) to the development of land for single family homes in a joint venturelimited liability company jointly owned with WHI as outlined in 2(j),section 2(k), (ii) the construction and/or sale of homes on scattered lots (owned by customers) by Madison, or LWB's(iii) the development by LWB directly or through Affiliates of rural properties (without availability of sanitary sewer systems)service other than individual septic tanks) provided however, that Buyer shall have for five years after Closing a Right of First Refusal to purchase all lots on such rural properties upon completion of development. LWB will not use the name "Xxxxxxx""Xxxxxxx," "BHI," or a variation thereof on any entity with which he is associated and for two years after Closing will not hire directly or through any business or activity of any nature whatsoeverwith which he is associated, which is substantially competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within fifty (50) miles of the places of business of Employer or any MVB Financial subsidiaries or affiliates (the “Restricted Territory”), nor shall Employee sell, or solicit the sale ofincluding Madison, any services person who has been an employee of Xxxxxxx, BHI, WHA, WHM or products related theretoWHI during the preceding twenty four (24) months, directly except that LWB or indirectly, to any of an Affiliate may employ the customers of Employer or any MVB Financial subsidiaries or affiliates. Without limitation of the foregoing, Employee shall not be, or serve as, a proprietor, partner, officer, director, stockholder [except a stockholder of not more than five percent (5%) of the outstanding stock of any company persons listed on Schedule 14. If the final judgment of a national securities exchange or traded over the counter], employee, sales representative or consultant for any organization, company or business entity of any type which engages in any business or activity of any nature whatsoever, which is competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within the Restricted Territory. In the event this covenant not to compete shall be deemed by any court or body of competent jurisdiction declares that any term or provision of this section 8(f) is invalid or unenforceable, the Parties agree that the court making the determination of invalidity or unenforceability shall have the power to be unenforceable in whole or in part by reason of its extending for too long a period of timereduce the scope, duration, or too great a geographical area of the term or over too great a range of activitiesprovision, to delete specific words or phrases, or overly broad in to replace any other respect invalid or for any other reasonunenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, then and in such event this Agreement shall be deemed modified and interpreted to extend over only such maximum period of time, geographical area or range of activities, or otherwise, so as to render these provisions valid and enforceable, and enforceable as so modified, these provisions shall modified after the expiration of the time within which the judgment may be enforceable and enforced. BY SIGNING THIS AGREEMENT, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, (B) SPECIAL, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENT, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYERappealed.

Covenant Not to Compete. During For a period of two (2) years from and after the Initial Term or any Renewal Term of this Agreement and for Closing Date, the Restricted Period, Employee shall not directly or indirectly engage in any business or activity of any nature whatsoever, which is substantially competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within fifty (50) miles of the places of business of Employer or any MVB Financial subsidiaries or affiliates (the “Restricted Territory”), nor shall Employee sell, or solicit the sale of, any services or products related theretoSeller will not, directly or indirectly, to as principal, agent, trustee or through the agency of any corporation, partnership, association or agent or agency, (i) participate or engage in the Business existing as of the Closing Date, (ii) service or solicit any of Mercxx'x xxxiness from any customer of Mercxx, (xii) request or advise any customer of Mercxx xx withdraw, curtail or cancel such customer's business with Mercxx xx (iv) solicit for employment any person employed by Mercxx xx the customers Closing Date (other than Michxxx Xxxxx); XROVIDED HOWEVER, that (A) no owner of Employer or any MVB Financial subsidiaries or affiliates. Without limitation of the foregoing, Employee shall not be, or serve as, a proprietor, partner, officer, director, stockholder [except a stockholder of not more less than five percent (5%) of the outstanding stock of any company listed on a national securities exchange publicly traded corporation shall, for purposes of this SECTION 6(f), be deemed to engage solely by reason thereof in any of its businesses and (B) the future acquisition by the Seller or traded over the counter], employee, sales representative or consultant for any organization, company or business entity its Affiliates of any type which engages Person or entity engaged in any business or activity of any nature whatsoever, which is competitive with the business of Employer manufacturing floor coverings or any MVB Financial subsidiaries or affiliates within the Restricted Territory. In the event this covenant related accessories (other than specialty chemicals) (herein, a "Competitive Business") shall not to compete shall be deemed by any court to violate this SECTION 6(F) if (x) less than thirty percent (30%) of the total revenues of such acquired entity or body of competent jurisdiction Person are derived from the Competitive Business and (y) Mercxx xx given (aa) an option to purchase the Competitive Business on terms and conditions to be unenforceable negotiated in whole or good faith by the parties at a purchase price reasonably related to the portion of the purchase price of the acquired entity that is related to the Competitive Business and (bb) a right of first refusal to acquire the Competitive Business also on terms and conditions to be negotiated in part good faith by reason of its extending for too long a period of time, or too great a geographical area or over too great a range of activities, or overly broad in any other respect or for any other reason, then and in such event this Agreement shall be deemed modified and interpreted to extend over only such maximum period of time, geographical area or range of activities, or otherwise, so as to render these provisions valid and enforceable, and as so modified, these provisions shall be enforceable and enforcedthe parties. BY SIGNING THIS AGREEMENT, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, (B) SPECIAL, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENT, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYER.g)

Covenant Not to Compete. During For a period commencing on the Initial Term ----------------------- Closing Date and ending on the third anniversary of the Closing Date, the Parent, the Seller and their respective Subsidiaries (whether now existing or any Renewal Term of this Agreement hereafter acquired or created and for so long as the Restricted Period, Employee Seller and such Subsidiaries remain as Subsidiaries of the Parent) shall not directly or indirectly engage in any business or activity of geographical area in any nature whatsoever, which is substantially competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within fifty (50) miles of the places of business of Employer or any MVB Financial subsidiaries or affiliates (the “Restricted Territory”), nor shall Employee sell, or solicit the sale of, any services or products related thereto, directly or indirectly, to same type as that conducted by any of the customers Businesses as of Employer the Closing Date in that geographical area (a "Competing Business"); provided, however, that the foregoing shall not prohibit (a) the ownership by the Parent, the Seller or any MVB Financial subsidiaries of their respective Subsidiaries (whether now existing or affiliates. Without limitation hereafter acquired or created) of the foregoing, Employee shall not be, or serve as, a proprietor, partner, officer, director, stockholder [except a stockholder of not more less than five percent (5%) % of the outstanding stock of any company listed on publicly-traded corporation engaged in a national securities exchange Competing Business, (b) activities by the Parent, the Seller or traded over their respective Affiliates that were existing activities of the counter]Parent, employeethe Seller or their respective Affiliates as of the Closing Date other than activities of the Businesses, sales representative (c) providing services similar to the services provided by the Businesses to only the Parent, the Seller and their Affiliates, provided, that the Parent and the Seller hereby represent that the Parent, the Seller or consultant for any organizationAffiliate thereof does not, company as of the date hereof or business entity as of the Closing Date, have any type current intention of providing any such services, (d) the acquisition of the Parent, the Seller or any of their Affiliates by a third party whose operations involve a Competing Business, (e) the acquisition by the Parent, the Seller or any of their Affiliates of a third party which engages in any business or activity a Competing Business, provided that the primary purpose of any nature whatsoeversuch acquisition referred to in this clause (e) is not the acquisition of such Competing Businesses, which is competitive and provided further that such Competing Business referred to in this clause (e) either (i), together with the business revenues for any prior acquisition exempted from the provisions of Employer this Section 8.06 by this clause (e)(i), accounts for less than U.S. $50,000,000 in revenues for the last fiscal year of such third party for which financial statements are available or (ii) is divested by the Acquiror within 270 days from the date it is acquired or (f) the Parent or any MVB Financial subsidiaries or affiliates within of its Affiliates acquiring any Designated Regulatory Assets pursuant to subsection (a) of Section 8.05; provided, however, that if significant progress has been made and is continuing with respect to such divestiture by the Restricted Territory. In end of such period, the event this covenant not to compete period shall be deemed by any court or body extended at the request of the Parent for an additional ninety (90) days. If the final judgment of a Court of competent jurisdiction declares that any term or provision of this Section 8.06 is invalid or unenforceable, the parties agree that the Court making the determination of invalidity or unenforceability shall have the power to be unenforceable in whole or in part by reason of its extending for too long a period of timereduce the scope, duration, or too great a geographical area of the term or over too great a range of activitiesprovision, to delete specific words or phrases, or overly broad in to replace any other respect invalid or for any other reasonunenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid and unenforceable term or provision, then and in such event this Agreement shall be deemed enforceable as so modified after the expiration of the time within which the judgment may be appealed. The Parent and interpreted the Seller acknowledge that the provisions of this Section 8.06 are reasonable in time and scope and necessary to extend over only such maximum period protect the legitimate interests of timethe Acquiror and each Buyer and that any violation of this Section 8.06 will result in irreparable injury to the Acquiror, geographical area or range each Buyer and to the Businesses, the exact amount of activities, or otherwise, so as which will be difficult to render these provisions valid and enforceableascertain, and as so modifiedthat the remedies at law for Halliburton Company Agreement and Plan of Recapitalization any such violation would not be reasonable or adequate compensation to the Acquiror, these provisions the Buyers and the Businesses. Accordingly, the Parent and the Seller agree that, if any of them or any of their Subsidiaries (whether now existing or hereafter acquired or created) violates this Section 8.06, the Acquiror, any of the Buyers and the members of each Company Group (following consummation of the transactions contemplated hereby) shall be enforceable entitled, in addition to any other remedy that may be available at law or in equity, to specific performance and enforced. BY SIGNING THIS AGREEMENTinjunctive relief, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, (B) SPECIAL, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENT, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYERwithout posting bond or other security and without the necessity of proving actual damages.

Covenant Not to Compete. During You acknowledge and agree that we have invested a substantial amount of time and money in developing the Initial Term System, the Marks, and the Confidential Information and that we would be unable to protect our System, the Marks, Confidential Information and trade secrets against unauthorized use or disclosure and would be unable to encourage a free exchange of ideas and information among us or our licensees if prospective licensees or licensees were permitted to hold interests in or perform services for any Renewal Term competing business and that the following restrictions are reasonably required in order to protect our information, marketing strategies, operating policies and other elements of the System from unauthorized appropriation. Therefore, you agree that during the term of this Agreement and for the Restricted PeriodAgreement, Employee shall you will not directly have any direct or indirectly engage in any business indirect or activity of any nature whatsoever, which is substantially competitive with the business of Employer beneficial interest or any MVB Financial subsidiaries or affiliates within fifty (50) miles of the places of business of Employer or any MVB Financial subsidiaries or affiliates (the “Restricted Territory”), nor shall Employee sell, or solicit the sale of, any perform services or products related thereto, directly or indirectly, to any of the customers of Employer or any MVB Financial subsidiaries or affiliates. Without limitation of the foregoing, Employee shall not be, or serve as, a proprietor, partner, as an officer, director, stockholder [except manager, employee or consultant or otherwise for or in any business which owns, operates, licenses, franchises or develops any restaurant concept which both (i) has sit down, table service, and (ii) is a stockholder mid-scale priced, family style restaurant, coffee shop or ice cream/frozen yogurt shoppe (as defined by CREST operators list as of June 1, 1997) including but not more than limited to Denny's Shoney's Big Boy, Country Kitchen, Xxx Xxxxx, Cracker Barrel, IHOP, Village Inn, Waffle House, Dairy Queen, Xxxxxxx'x, Xxxxxx, Xxxxxx Xxxxxxx, TCBY or similar. Notwithstanding the above, a restaurant concept which is a mid-scale priced family style restaurant will be deemed competitive if frozen deserts comprise five percent (5%) or more of the outstanding stock sales mix as measured on any six (6) month basis. You further agree that for a period of two (2) years after the termination or expiration of this Agreement, you and all of such persons will be subject to the same restriction on competing activities within the trade area (the "Trade Area") of the Restaurant or within the trade area (as reasonably determined by us) of any company Friendly's Restaurant operated currently by us or any other licensee of ours, but in no event within a radius of three (3) miles from any such restaurant. You and all of such persons also agree during such periods of time not to offer to employ or employ any person who is then employed by us, our affiliates or any other licensee. You acknowledge and agree that the Trade Area is an area equal to a three (3) mile radius with its epicenter at the Restaurant. You acknowledge that the determination of the Trade Area is based on many factors, some of which are subjective, and that the Trade Area as described in this Agreement is reasonable under the circumstances. The restrictions of this Section shall not be applicable to the ownership of a Friendly's Restaurant operated pursuant to a License Agreement with us, to the ownership of shares of a class of securities listed on a national securities stock exchange or traded over on the counter]over-the-counter market that represent five percent (5%) or less of the number of shares of that class of securities issued and outstanding, employee, sales representative or consultant for any organization, company to the ownership or business entity operation of any type which engages in restaurant franchised by Wendy's International to your corporate parent or affiliate. You further acknowledge that this Agreement does not confer any business or activity rights of any nature whatsoever, which is competitive exclusivity on you with the business respect to your operation of Employer or any MVB Financial subsidiaries or affiliates a Friendly's Restaurant within the Restricted Territory. In Trade Area and will not prevent us from placing another Friendly's Restaurant or other food service establishment within the event this covenant not to compete shall be deemed by any court or body of competent jurisdiction to be unenforceable in whole or in part by reason of its extending for too long a period of time, or too great a geographical area or over too great a range of activities, or overly broad in any other respect or for any other reason, then and in such event this Agreement shall be deemed modified and interpreted to extend over only such maximum period of time, geographical area or range of activities, or otherwise, so as to render these provisions valid and enforceable, and as so modified, these provisions shall be enforceable and enforced. BY SIGNING THIS AGREEMENT, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, (B) SPECIAL, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENT, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYERTrade Area.

Covenant Not to Compete. During From the Initial Term or any Renewal Term of this Agreement date hereof and for a period of one (1) year after the Restricted Perioddate that Lender sells the Project after acquiring title thereto or the stock of the Borrower pursuant to an occurrence of an Event of Default (such period, Employee shall not directly the "RESTRICTION PERIOD"), neither the Borrower nor any Affiliate of the Borrower or indirectly engage in any business or activity Affiliate of a shareholder of the Borrower (including the Principals) nor Affiliate of any nature whatsoever, which is substantially competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within fifty (50) miles of the places of business of Employer or any MVB Financial subsidiaries or affiliates foregoing (collectively, the “Restricted Territory”), nor shall Employee sell, or solicit the sale of, any services or products related thereto"RESTRICTED PARTIES") shall, directly or indirectly, to own, manage, invest or otherwise acquire any of the customers of Employer economic stake or any MVB Financial subsidiaries or affiliates. Without limitation of the foregoing, Employee shall not beinterest in, or serve as, a otherwise engage or participate in any manner whatsoever (whether as proprietor, partner, shareholder, investor, manager, owner, officer, director, stockholder [except employee, agent, lender, borrower, guarantor, broker, investor, independent contractor, consultant, advisor, representative, lessor, lessee or other participant), or prepare to do any of the foregoing, with or in any Person or other business enterprise in any form which engages in, directly or indirectly, any business that is similar to the business as currently conducted by the Borrower or as the same may be conducted by the Borrower at any time during the Restriction Period, anywhere within one-half (1/2) mile of the Real Property. Nothing in this Section 9.13 shall prohibit the Restricted Parties from owning as a stockholder of not more passive investment less than five percent (5%) 1% of the outstanding shares of capital stock of any company in a corporation, which shares are listed on a national securities exchange or publicly traded over in the counter], employee, sales representative or consultant over-the-counter market. The Restricted Parties acknowledge and confirm that (i) the length of the Restriction Period and geographical restrictions contained herein are fair and reasonable and (ii) the provisions and restrictions set forth in this Section 9.13 are reasonable and necessary for any organization, company or business entity the protection of any type which engages in any business or activity the legitimate interests of any nature whatsoever, which is competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within the Restricted Territory. In the event this covenant not to compete shall be deemed by any court or body of competent jurisdiction to be unenforceable in whole or in part by reason of its extending for too long a period of time, or too great a geographical area or over too great a range of activities, or overly broad in any other respect or for any other reason, then Borrower and in such event this Agreement shall be deemed modified and interpreted to extend over only such maximum period of time, geographical area or range of activities, or otherwise, so as to render these provisions valid and enforceable, and as so modified, these provisions shall be enforceable and enforced. BY SIGNING THIS AGREEMENT, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, (B) SPECIAL, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENT, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYERLender.

Covenant Not to Compete. During (a) Each Shareholder acknowledges and agrees that he possesses information unique and proprietary to the Initial Term or any Renewal Term of Company and that Purchaser would not be willing to enter into this Agreement if such Shareholder, after the Closing Date, could compete with the Company or Purchaser because such competition by such Shareholder would severely injure the Company or Purchaser no matter where in the geographic areas listed below such competition occurred. Accordingly and in consideration for $100 of the Restricted PeriodPurchase Price (or $25 per Shareholder) and the mutual covenants and agreements contained herein, Employee each Shareholder agrees that for a period of five (5) years from the Closing Date, such Shareholder shall not directly or indirectly engage in any business or activity of any nature whatsoever, which is substantially competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within fifty (50) miles of the places of business of Employer or any MVB Financial subsidiaries or affiliates (the “Restricted Territory”), nor shall Employee sell, or solicit the sale of, any services or products related thereto, directly or indirectly, to any of the customers of Employer or any MVB Financial subsidiaries or affiliates. Without limitation of the foregoingwhether as an owner, Employee shall not be, or serve as, a proprietorstockholder, partner, officer, director, stockholder [except a stockholder of not more than five percent (5%) of the outstanding stock of any company listed on a national securities exchange or traded over the counter], employee, sales representative or consultant for any organization, company or business entity of any type which engages in any business or activity of any nature whatsoever, which is competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within the Restricted Territory. In the event this covenant not to compete shall be deemed by any court or body of competent jurisdiction to be unenforceable in whole or in part by reason of its extending for too long a period of time, or too great a geographical area or over too great a range of activities, or overly broad in any other respect or for any other reason, then and in such event this Agreement shall be deemed modified and interpreted to extend over only such maximum period of time, geographical area or range of activitiesindependent contractor, or otherwise, so compete with the Company or Purchaser or any affiliate of the Company or Purchaser in the bulk distribution or retail sale of liquid petroleum fuels anywhere within the trade areas of the Company, Purchaser or Meteor existing as to render these provisions valid and enforceableof the Date of Closing in the States of New Mexico, Colorado, and as Wyoming. The period, the geographical area and the scope of the restrictions on Shareholders' activities are divisible so modifiedthat if any provision of the restriction is invalid, these that provision shall automatically be modified to the extent necessary to make it valid. The provisions of this Section 4.14 shall be enforceable in addition to any other similar agreements entered into by the Company and enforcedcertain individual Shareholders and shall not serve to supplant or reduce the effect of such other agreements. BY SIGNING THIS AGREEMENTThe parties hereto agree and acknowledge that many of the rights conveyed by this Section 4.14 are of a unique and special nature and that the Company and Purchaser will not have an adequate remedy at law in the event of failure of Shareholders to abide by its terms and conditions, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FORnor will money damages adequately compensate for such injury. It, DISCUSSEDtherefore, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOFis agreed between the parties that in the event of breach by a Shareholder of Shareholders' agreements contained in this Section 4.14, (B) SPECIALthe Company and Purchaser shall have the rights against the offending Shareholder, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENTamong other rights, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENTto damages sustained thereby and to an injunction to restrain such Shareholder from the prohibited acts. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYERNothing herein contained shall in any way limit or exclude any and all other rights granted by law or equity to the Company or Purchaser.

Covenant Not to Compete. During The Executive covenants and undertakes that, during the Initial Term or any Renewal Term period of this Agreement his employment hereunder and for a period of five (5) years hereafter, he will not, without the Restricted Period, Employee shall not directly or indirectly engage in any business or activity of any nature whatsoever, which is substantially competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within fifty (50) miles prior written consent of the places of business of Employer or any MVB Financial subsidiaries or affiliates (the “Restricted Territory”), nor shall Employee sell, or solicit the sale of, any services or products related theretoCompany, directly or indirectly, to any of the customers of Employer or any MVB Financial subsidiaries or affiliates. Without limitation of the foregoingand whether as principal, Employee shall not be, or serve as, a proprietor, partneragent, officer, director, stockholder [except a stockholder of not more than five percent (5%) of the outstanding stock of any company listed on a national securities exchange or traded over the counter], employee, sales representative or consultant for any organization, company or business entity of any type which engages in any business or activity of any nature whatsoever, which is competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within the Restricted Territory. In the event this covenant not to compete shall be deemed by any court or body of competent jurisdiction to be unenforceable in whole or in part by reason of its extending for too long a period of time, or too great a geographical area or over too great a range of activities, or overly broad in any other respect or for any other reason, then and in such event this Agreement shall be deemed modified and interpreted to extend over only such maximum period of time, geographical area or range of activitiesconsultant, or otherwise, so alone or in association with any other person, firm, company, or other business organization, carry on, or be engaged, concerned, or take part in, or render services to, or own, share in the earnings of, or invest in the stock, bonds, or other securities of any person, firm, company, or other business organization (other than Xxxxxx) engaged in a business in the Continental United States which is similar to or in competition with any of the businesses carried on by the Company, Xxxxxx, or any Affiliates thereof (a "Similar Business"); provided, however, that the Executive may invest in stock, bonds, or other securities of any Similar Business (but without otherwise participating in the activities of such Similar Business) if (i) such stocks, bonds, or other securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934; and (ii) his investment does not exceed, in the case of any class of the capital stock of any one issuer, 2% of the issued and outstanding shares, or in the case of bonds or other securities, 2% of the aggregate principal amount thereof issued and outstanding. The restrictions contained in this Section 8.1 shall not be operative if the promissory note of Xxxxxx delivered at Closing (as to render these provisions valid and enforceable, and as so modified, these provisions defined in the Purchase Agreement) shall be enforceable in default and enforced. BY SIGNING THIS AGREEMENTsuch default shall not be duly cured or the Company shall be in material breach of a material provision hereof and, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FORafter due notice thereof, DISCUSSEDthe Company shall fail to cure such default within 30 days after receipt of notice or if such default is not reasonably capable of being cured within such 30 day period, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, (B) SPECIAL, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENT, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYERthen the Company shall fail to undertake to cure the default within such 30 day period and act diligently thereafter to effect such cure.

Covenant Not to Compete. During For a period of five years after the Initial Term or any Renewal Term of this Agreement and for the Restricted PeriodClosing ----------------------- Date, Employee Unified shall not not, directly or indirectly engage in lending and depositing gathering activities as conducted by UBC as of the date of this Agreement (such activities are hereinafter referred to as "Retail Banking"); provided however, the provisions of this Agreement shall not apply to (i) the business activities being conducted by Unified or any business of its subsidiaries or activity affiliates (but excluding UBC) as of the date of this Agreement, including the lending activities of Commonwealth Premium Finance Corporation, or any nature whatsoeversuccessor thereto, which is substantially competitive and (ii) the sponsoring by Unified or any of its subsidiaries or affiliates of a money market fund or a collective investment fund. For purposes of this Section 4.13, the term "compete in any way with the business of Employer UBC" shall mean the entering into or attempting to enter into Retail Banking; provided further, however, the provisions of this Section 4.13 shall not apply in the event a third party shall purchase all or substantially all of Unified's assets or effect a merger or consolidation or similar transaction involving the acquisition of Unified, or purchase or otherwise acquire (including by way of merger, consolidation, share exchange or similar transaction) beneficial ownership of securities representing 50% or more of the voting power of Unified. Unified acknowledges that it would be difficult to measure damage to Blue River from any breach by Unified of the covenants set forth in this Section 4.13, that injury to Blue River from any such breach would be incalculable and irremediable, and that money damages would therefore be an inadequate remedy for any such breach. Accordingly, Unified agrees that if it breaches this Section 4.13, Blue River shall be entitled, in addition to all other remedies it may have, to seek a preliminary and permanent injunction to restrain any such breach by Unified. Unified will indemnify Blue River and hold Blue River harmless against any loss, cost, liability or expense incurred by Blue River by reason of the breach or nonfulfillment by Unified of any obligation contained in this Section 4.13. To the extent that the covenants set forth in this Section 4.13 or any MVB Financial subsidiaries word, phrase, clause or affiliates within fifty sentence thereof (50including any geographical or temporal restrictions contained in such covenants) miles shall be found to be illegal or unenforceable for any reason, such word, clause, phrase or sentence shall be modified or deleted in such manner so as to afford Blue River the fullest protection commensurate with making the covenant, as modified, legal and enforceable under applicable laws, and the balance of the places covenants, or parts thereof, shall not be affected thereby, the balance being construed as severable and independent. In addition, for a period of business of Employer three years after the Closing Date, Unified shall not, either directly or indirectly offer or provide employment (whether such employment is with Unified or any MVB Financial subsidiaries or affiliates (the “Restricted Territory”subsidiary of Unified), nor shall Employee sell, either on a full-time or solicit the sale of, any services part-time or products related thereto, directly or indirectlyconsulting basis, to any person who then currently is, or who within one (1) year prior to such offer or provision of employment has been, an employee of UBC or Blue River; provided, however, the customers provision of Employer or any MVB Financial subsidiaries or affiliates. Without limitation of the foregoing, Employee this sentence shall not be, apply to Xxxx X. Xxxxx ("Xxxxx") or serve as, a proprietor, partner, officer, director, stockholder [except a stockholder Xxxxxx Xxxxx. The restrictions contained in this Section 4.13 upon the activities of not more than five percent (5%) Unified shall be limited to the States of the outstanding stock of any company listed on a national securities exchange or traded over the counter], employee, sales representative or consultant for any organization, company or business entity of any type which engages Kentucky and Indiana. The restrictions and covenants contained in any business or activity of any nature whatsoever, which is competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within the Restricted Territory. In the event this covenant not to compete Section 4.13 shall be deemed by any court or body not to run during all periods of competent jurisdiction to be unenforceable in whole or in part by reason of its extending for too long a period of time, or too great a geographical area or over too great a range of activities, or overly broad in any other respect or for any other reason, then and in such event this Agreement shall be deemed modified and interpreted to extend over only such maximum period of time, geographical area or range of activities, or otherwise, so as to render these provisions valid and enforceable, and as so modified, these provisions shall be enforceable and enforced. BY SIGNING THIS AGREEMENT, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, (B) SPECIAL, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENT, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYERnoncompliance.

Covenant Not to Compete. During Employee expressly acknowledges that (a) Employee's performance of his services for the Initial Term or any Renewal Term Company hereunder will afford him access to and cause him to become highly knowledgeable about the Company's Confidential Information; (b) the agreements and covenants contained in this Section 4.5 are essential to protect the Confidential Information, business and goodwill of the Company and the restraints on Employee imposed by the provisions of this Agreement Section 4.5 are justified by these legitimate business interests of the Company; and (c) Employee's covenants to the Company set forth in this Section 4.5 are being made both in consideration of the Company's employment of Employee and other financial benefits of this Agreement. Accordingly, Employee hereby agrees that while Employee is employed by the Company and for the Restricted one (1) year period thereafter (the "Non-Competition Period"), Employee shall not directly or indirectly engage not, anywhere in any business or activity of any nature whatsoever, which is substantially competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within fifty (50) miles of the places of business of Employer or any MVB Financial subsidiaries or affiliates (the “Restricted Applicable Territory”), nor shall Employee sell, or solicit the sale of, any services or products related thereto, directly or indirectly, to own any interest in, invest in, lend to, borrow from, manage, control, participate in, consult with, become employed by, render services to, or in any other manner whatsoever engage in, the development or sale of enzymes which is competitive with any fields of use actively being engaged in by the Company in the Applicable Territory.or actively (and demonstrably) being considered by the Company for entry into on the date of the customers termination of Employer or any MVB Financial subsidiaries or affiliatesthe Employment Period (collectively, "Competitive Activities"). Without limitation of Notwithstanding the foregoing, Employee this Section 4.5 shall not beapply in the event of Employee's Termination by the Company Without Cause or Resignation for Good Reason and Employee may (i) own, directly or serve asindirectly, investments in the publicly traded securities of any corporation, provided that such investments do not amount to more than one percent (1%) of the outstanding securities of any class of such corporation, (ii) own securities in any venture capital, private debt or equity investment fund or similar investment entity that holds securities in an entity that may be engaged in Competitive Activities or own, as a proprietorpassive investment, partnersecurities in a privately held entity, officerprovided that, director, stockholder [except a stockholder the number of not more shares of such entity's securities that are owned beneficially by Stockholder represent less than five percent (5%) of the total number of outstanding stock shares of any company listed on such entity's securities, (iii) work for a national securities exchange venture capital or traded over the counter], employee, sales representative or consultant for any organization, company or business entity of any type which private equity fund that has portfolio companies that engages in any business or activity of any nature whatsoeverCompetitive Activities, which is competitive with so long as Employee does not actively participate in the business of Employer or any MVB Financial subsidiaries or affiliates within relationship between such fund and the Restricted Territory. In portfolio companies that engage in the event this covenant not to compete shall be deemed by any court or body of competent jurisdiction to be unenforceable in whole or in part by reason of its extending for too long a period of timeCompetitive Activities, or too great a geographical area (iv) engage or over too great a range of activities, or overly broad participate in any other respect or for any other reason, then and activity consented to In advance in such event this Agreement shall be deemed modified and interpreted to extend over only such maximum period of time, geographical area or range of activities, or otherwise, so as to render these provisions valid and enforceable, and as so modified, these provisions shall be enforceable and enforced. BY SIGNING THIS AGREEMENT, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, (B) SPECIAL, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENT, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYERwriting by the Company.

Covenant Not to Compete. During No Solicitation and No Hiring Sellers covenant and agree that for a period of thirty-six (36) months following the Initial Term First Stage Closing Date, except as required or permitted by the Collateral Agreements listed in Sections 5.11(c) and 5.11(e) hereof, none of the Sellers or their subsidiaries shall, directly or indirectly (and Sellers will use their commercially reasonable efforts to cause their respective Affiliates not to), (i) engage in, control, advise, manage, serve as a director, officer, or employee of, act as a consultant to, receive any Renewal Term economic benefit from (other than any economic benefit from the C III LLC Agreement) or exert any influence upon, any business which conducts the same activities as those conducted by the Business (individually and collectively "Compete"), except the delivery of products and services to the Buyers under the Collateral Agreements and the conduct of the Retained Business, within the continental United States (the "Territory"); or (ii) solicit, divert or attempt to solicit or divert any party who is, was, or was solicited to become, a customer or supplier of the Business at any time prior to the Second Stage Closing Date, except solely the attempted solicitation or solicitation of any such customer or supplier to become a customer or supplier of a business that does not Compete with the Business, except the delivery of products and services to the Buyers under the Collateral Agreements and the conduct of the Retained Business, within the Territory. For a period of thirty-six (36) months following the Second Stage Closing Date, neither Sellers nor their respective Affiliates (other than any directors, officers or employees of Sellers provided not in their capacity as such) shall directly or indirectly solicit for employment or hire as an employee or consultant, any of the Transferred Employees or other employees of Buyers or its Affiliates engaged in the Business unless such employee's employment is earlier terminated by Buyers. For the avoidance of doubt, neither the covenant in this Section nor the Sellers' Parent's Non-Competition and Confidentiality Agreement shall prohibit Sellers' Parent or its Affiliates from continuing to conduct their respective businesses described on Schedule 5.8. For a period of twelve (12) months following the Second Stage Closing Date, Buyers and for the Restricted Period, Employee their Affiliates shall not directly or indirectly engage in solicit for employment or hire as an employee or consultant, any business employee (other than a Transferred Employee) who works for Sellers or activity of any nature whatsoever, which their respective Affiliates unless such employee's employment is substantially competitive with the business of Employer earlier terminated by Sellers or any MVB Financial subsidiaries or affiliates within fifty (50) miles of the places of business of Employer or any MVB Financial subsidiaries or affiliates (the “Restricted Territory”), nor shall Employee sell, or solicit the sale of, any services or products related thereto, directly or indirectly, to any of the customers of Employer or any MVB Financial subsidiaries or affiliatestheir respective Affiliates. Without limitation of Notwithstanding the foregoing, Employee this Section 5.8 shall not be, prevent Buyers or serve as, a proprietor, partner, officer, director, stockholder [except a stockholder Sellers (or any of their respective Affiliates or any Person acting on their behalf) from conducting general searches for employees by use of advertisements or the media that are not more than five percent (5%) directly targeted at the employees of the outstanding stock of any company listed on a national securities exchange or traded over the counter], employee, sales representative or consultant for any organization, company or business entity of any type which engages in any business or activity of any nature whatsoever, which is competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within the Restricted Territory. In the event this covenant not to compete shall be deemed by any court or body of competent jurisdiction to be unenforceable in whole or in part by reason of its extending for too long a period of time, or too great a geographical area or over too great a range of activities, or overly broad in any other respect or for any other reason, then and in such event this Agreement shall be deemed modified and interpreted to extend over only such maximum period of time, geographical area or range of activities, or otherwise, so as to render these provisions valid and enforceable, and as so modified, these provisions shall be enforceable and enforced. BY SIGNING THIS AGREEMENT, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, (B) SPECIAL, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENT, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYERparty.

Covenant Not to Compete. During (a) Without the Initial Term or any Renewal Term written consent of this Agreement and for the Restricted Period, Employee shall not directly or indirectly engage in any business or activity of any nature whatsoeverCompany, which is substantially competitive with may be given or withheld in its sole and absolute discretion, the business of Employer or any MVB Financial subsidiaries or affiliates within fifty (50) miles of the places of business of Employer or any MVB Financial subsidiaries or affiliates (the “Restricted Territory”), nor Executive shall Employee sell, or solicit the sale of, any services or products related theretonot, directly or indirectly, to any of the customers of Employer either individually or any MVB Financial subsidiaries or affiliates. Without limitation of the foregoingas a stockholder, Employee shall not bedirector, or serve as, a proprietorofficer, partner, officerconsultant, directorowner, stockholder [except capital investor, lender, employee, agent, or in any other capacity (other than as a stockholder holder of not no more than five one percent (51%) of the outstanding stock of a publicly-traded corporation), for the duration of the Benefits Period, engage in the Company Business, or work for or provide services to any company listed on a national securities exchange Competitor of the Company or traded over the counter]its affiliates; provided, employeehowever, sales representative or consultant for any organization, company or business entity of any type which engages that nothing contained in any business or activity of any nature whatsoever, which is competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within the Restricted Territory. In the event this covenant not to compete Section 7 shall be deemed by to prohibit the Executive from (i) writing books on the subjects of politics, the foreign policies of the United States or international affairs generally or from making television appearances to discuss such subjects during the Benefits Period, (ii) writing articles for or accepting employment with Foreign Affairs or any court other publication primarily focused on foreign policy during the Benefits Period or body (iii) subject to a right of competent jurisdiction first refusal in favor of the Company, writing occasional articles on the subjects of politics, the foreign policies of the United States or international affairs generally which appear in newspapers, magazines, internet publications or services or other similar media (each, a "Publication") (other than The Financial Times, The New York Times, The Los Angeles Times, USA Today, Business Week, Forbes, Fortune, Bloomberg, Yahoo, MSN, Google, Reuters or any New Specified Publication (as defined below) (collectively, the "Competitive Publications")) during the Benefits Period. Prior to be unenforceable submitting any article described in whole or clause (iii) above to any other Publication during the Benefits Period, the Executive shall first deliver a copy to the Company (together with a good faith estimate of the amount of reimbursable out-of-pocket expenses incurred in part by reason connection with the writing of its extending for too long such article) and the Company shall have a period of timeseventy two (72) hours following such delivery to notify the Executive of its desire to publish the article. If the Company notifies the Executive of its desire to publish the article within such period, or too great a geographical area or over too great a range of activities, or overly broad in any other respect or for any other reason, then it shall publish the article and in such event this Agreement the Executive shall be deemed modified and interpreted entitled to extend over only receive reimbursement for all reasonable out-of-pocket expenses incurred in connection with the writing of such maximum period article in accordance with the Company's customary practices. If the Company notifies the Executive of time, geographical area or range of activities, or otherwise, so as to render these provisions valid and enforceable, and as so modified, these provisions shall be enforceable and enforced. BY SIGNING THIS AGREEMENT, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, (B) SPECIAL, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENT, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYER.its election not to

Covenant Not to Compete. During Each of Xxxxx and Xxxxxxxx, severally and not jointly, agree that for a period of three years from the Initial Term or any Renewal Term of this Agreement and for the Restricted Period, Employee shall not directly or indirectly engage in any business or activity of any nature whatsoever, which is substantially competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within fifty (50) miles of the places of business of Employer or any MVB Financial subsidiaries or affiliates Closing Date (the “Restricted Territory”"Non-Compete Period"), nor he shall Employee sell, or solicit the sale of, any services or products related theretonot, directly or indirectly, to any of the customers of Employer or any MVB Financial subsidiaries or affiliates. Without limitation of the foregoingas principal, Employee shall not be, or serve as, a proprietor, partner, officer, director, stockholder [except a stockholder of not more than five percent (5%) of the outstanding stock of any company listed on a national securities exchange or traded over the counter]agent, employee, sales employer, consultant, stockholder, partner or in any other individual or representative or consultant for any organizationcapacity, company or business entity of any type which engages engage in any business or activity of any nature whatsoever, which is directly competitive with the business currently conducted by Limbex in any county or metropolitan area in which Limbex currently conducts business (the "Competitive Business"); provided, further, that if the employment of Employer Xxxxx or Xxxxxxxx is terminated by Quarterdeck without Cause or Xxxxxxxx or Xxxxx terminate their employment with Quarterdeck with Good Reason (as defined in Section 4.9 of this Agreement) during the Non-Compete Period, Xxxxx or Xxxxxxxx, as the case may be, shall not be obligated to refrain from engaging in the Competitive Business for more than one year from the date of such termination. Notwithstanding anything to the contrary contained herein, Xxxxx and Xxxxxxxx may, without violating the provisions of this Section 8.11, purchase and hold up to 5% of any entity whose shares are publicly traded on NASDAQ or any MVB Financial subsidiaries U.S. stock exchange, whether or affiliates within the Restricted Territorynot such entity is engaged in a Competitive Business. In the event Any provision of this covenant not to compete shall be Section 8.11 which is deemed by any court invalid or body of competent jurisdiction to be unenforceable in whole any jurisdiction shall, as to that jurisdiction and subject to this paragraph be ineffective to the extent of such invalidity or unenforceability, without affecting in part by reason any way the remaining provisions of its extending for too long a period this paragraph in such jurisdiction or rendering that or any other provisions of time, this Agreement invalid or too great a geographical area or over too great a range of activities, or overly broad unenforceable in any other respect or for jurisdiction. If any other reason, then and in such event this Agreement shall covenant should be deemed modified and interpreted to extend over only such maximum period invalid or unenforceable because of timeits scope, geographical area or range of activitiesduration, or otherwiseany combination thereof, such covenant shall be modified and reformed so as that the scope, geographic area and duration of the covenant is reduced only to the minimum extent necessary to render these provisions the modified covenant valid and enforceable. For purposes of this Section 8.11 only, each of the Xxxxx and as so modified, these provisions shall Xxxxxxxx agrees that the counties and metropolitan areas in which Limbex currently conducts business are those areas in which any product of Limbex may be enforceable and enforced. BY SIGNING THIS AGREEMENT, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, (B) SPECIAL, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENT, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYERpurchased or is accessible through electronic or other means.

Covenant Not to Compete. During Seller acknowledges and agrees that the Initial Term ----------------------- Business is conducted, and the products of the Company and its Subsidiaries are marketed, throughout the United States and that its reputation and goodwill are an integral part of its business success throughout the areas where they conduct the Business. If Seller deprives Buyer of any of the Company's or any Renewal Term of this Agreement and for the Restricted Period, Employee shall not directly Subsidiaries' goodwill or indirectly engage in any business or activity of any nature whatsoever, which is substantially competitive manner utilizes its reputation and goodwill in competition with the business of Employer Company or any MVB Financial subsidiaries or affiliates within fifty (50) miles the Subsidiaries, Buyer will be deprived of the places benefits it has bargained for pursuant to this Agreement. Although the parties hereto place no monetary value upon this covenant not to compete, this covenant is necessary to transfer the business and goodwill of business the Company to Buyer effectively. Accordingly, as an inducement for Buyer to enter into this Agreement, Seller agrees that for a period of Employer or any MVB Financial subsidiaries or affiliates three (3) years after the “Restricted Territory”)Closing Date, nor Seller shall Employee sellnot, or solicit the sale of, any services or products related theretowithout Buyer's prior written consent, directly or indirectly, to own, manage, operate, join, control or participate in the ownership, management, operation or control of, or be connected as a partner, consultant or otherwise with, any profit or non-profit business or organization in any part of the customers of Employer United States, which, directly or any MVB Financial subsidiaries or affiliates. Without limitation of indirectly, sells wine; provided that, notwithstanding the foregoing, Employee shall not beSeller and its respective affiliates may hereafter purchase, or serve asotherwise become affiliated with or participate with, a proprietorany individual, partnerentity, officeror organization which, directordirectly or indirectly, stockholder [except a stockholder of competes with the Business if not more than five percent (5%) 15% of the outstanding stock aggregate gross revenues of any company listed on such individual, entity or organization for its most recently completed fiscal year were derived from the sale of wine at wholesale (and Seller and its affiliates may hereafter acquire a national securities exchange or traded over the counter], employee, sales representative or consultant for any organization, company or business entity of any type which engages controlling interest in any individual, entity or organization that is engaged in such business, even if more than 15% of the aggregate gross revenues of such individual, entity or organization for its most recently completed fiscal year were derived from such business, so long as Seller shall use reasonable efforts to divest, as soon as reasonably practicable, a portion of its interest in such enterprise relating to such business or activity such that the 15% gross revenues test set forth above would not be exceeded after giving effect to such divestiture); and provided, further that nothing herein shall prevent Seller from engaging in any retail sales of any nature whatsoever, which is competitive wine and wine related products whether in connection with the lodging or restaurant business of Employer Seller or otherwise. Seller further acknowledges that the employees of the Company and its Subsidiaries are an integral part of the Business and its success. Accordingly, Seller agrees that for a period of three (3) years after the Closing Date it will not (and will cause its Representatives not to) solicit any MVB Financial subsidiaries Wine World officer set forth on Schedule 9.1 to terminate his or affiliates within her employment with Buyer, the Restricted TerritoryCompany or the Subsidiaries. In the event the agreement in this covenant not to compete Article IX shall be deemed determined by any court or body of competent jurisdiction to be unenforceable in whole or in part by reason of its extending for too long great a period of time, time or over too great a geographical area or over by reason of its being too great a range of activities, or overly broad extensive in any other respect or for any other reasonrespect, then and in such event this Agreement it shall be deemed modified and interpreted to extend only over only such the maximum period of timetime for which it may be enforceable, and/or over the maximum geographical area or range of activities, or otherwise, so as to render these provisions valid and which it may be enforceable and/or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action. Seller acknowledges that a breach of the covenants contained in this Article IX will cause irreparable damage to Buyer, the exact amount of which will be difficult to ascertain, and as so modifiedthat the remedies at law for any such breach will be inadequate. Accordingly, these provisions Seller agrees that if Seller breaches the covenant contained in this Article IX, in addition to any other remedy which may be available at law or in equity, Buyer shall be enforceable entitled to specific performance and enforced. BY SIGNING THIS AGREEMENTinjunctive relief, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, (B) SPECIAL, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENT, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYERwithout posting bond or other security.

Covenant Not to Compete. During The Manager represents, warrants and covenants that, as of the Initial Term or any Renewal Term date of this Agreement and for until one (1) year from the Restricted Period, Employee shall not directly or indirectly engage in any business or activity of any nature whatsoever, which is substantially competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within fifty (50) miles earlier of the places of business of Employer date that the Company is dissolved or any MVB Financial subsidiaries the Manager is no longer a Member, it has not obtained and will not obtain direct or affiliates (the “Restricted Territory”), nor shall Employee sellindirect ownership or control, or solicit the sale ofrights to obtain direct or indirect ownership or control, any services or products related thereto, directly or indirectly, to any of the customers of Employer or any MVB Financial subsidiaries or affiliates. Without limitation of the foregoing, Employee shall not be, or serve as, (a) a proprietor, partner, officer, director, stockholder [except a stockholder of not more than five percent (5%) or greater interest, in the aggregate, in any License for a Designated Market (as defined below), or (b) any entity, other than VWC, an Affiliate of VWC or the Company, that has a five percent (5%) or greater interest, in the aggregate, in any License for a Designated Market. For the purposes hereof, a "Designated Market" shall mean (i) a market in which, as of the outstanding stock date of this Agreement, VWC or an Affiliate of VWC operates a cellular telephone business or a PCS business using spectrum licensed by the FCC through the A, B, C, D, E or F block PCS auctions, (ii) a market in which, in the future, VWC or an Affiliate of VWC operates a PCS business using spectrum licensed by the FCC through the A, B, C, D, E or F block PCS auctions, or (iii) any company listed on market that has been named by Cook Xxxet as a national securities exchange target market in its filings with the FCC with respect to the Auctions for Licenses, which causes a "significant overlap" as defined in FCC Rules provided, however, that nothing herein shall prevent Cook Xxxet or traded over the counter], employee, sales representative its Affiliates from owning an interest in partnership with Bell Xxxth Corporation or consultant for any organization, company or business entity of any type which engages its Affiliates in any business of the states within Bell Xxxth Corporation's operating region or activity of any nature whatsoever, which is competitive in partnership with WWC or its Affiliates; provided further that nothing in the business of Employer or any MVB Financial subsidiaries or affiliates within the Restricted Territory. In the event this covenant not to compete immediately preceding proviso shall be deemed by to require VWC or any court or body of competent jurisdiction to be unenforceable in whole or in part by reason of its extending for too long a period Affiliates to dispose of time, any FCC license that it holds currently or too great a geographical area or over too great a range of activities, or overly broad at any time in any other respect or for any other reason, then and in such event this Agreement shall be deemed modified and interpreted to extend over only such maximum period of time, geographical area or range of activities, or otherwise, so as to render these provisions valid and enforceable, and as so modified, these provisions shall be enforceable and enforced. BY SIGNING THIS AGREEMENT, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, (B) SPECIAL, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENT, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYERthe future.

Covenant Not to Compete. During (a) For a period of three (3) years after the Initial Term or Closing Date, without the prior written consent of the Purchaser none of the Seller nor any Renewal Term of this Agreement and for the Restricted Period, Employee shall not its Affiliates will directly or indirectly (whether through any partnership of which it is a member, through any trust in which it is a beneficiary or trustee or through a corporation or other association in which it has any interest, legal or equitable, or in any other capacity whatsoever) engage in the manufacture or sale of products of the type now made and sold by the Business in any business county or activity any other political subdivision of any nature whatsoever, which is substantially competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within fifty (50) miles state of the places United States of business America or of Employer or any MVB Financial subsidiaries or affiliates (other country in the “Restricted Territory”)world where the Seller conducted the Business as of the Closing Date; provided, nor however, that the foregoing restriction shall Employee sell, or solicit the sale of, any services or products related thereto, directly or indirectly, to not prevent Seller and/or any of the customers its Affiliates from (i) acquiring or holding an interest of Employer or any MVB Financial subsidiaries or affiliates. Without limitation of the foregoing, Employee shall not be, or serve as, a proprietor, partner, officer, director, stockholder [except a stockholder of not more less than five percent (5%) 10% of the outstanding stock equity securities of any company competing business (a "COMPETING ENTITY") whose equity securities are listed on a national securities exchange exchange, quoted on the NASDAQ NMS or traded over trade in the counter]over-the-counter market, employee, sales representative (ii) making or consultant for any organization, company or business entity of any type which engages maintaining an investment in any business or Competing Entity if the assets used by such Competing Entity in the activity of any nature whatsoever, which is competitive with the Business constitute less than 20% in value of the assets of such Competing Entity and the revenue derived from carrying on the activity competitive with the Business constitutes less than 30% of the revenues of the Competing Entity (calculated in each case on a consolidated basis), (iii) making an acquisition of assets (and following such acquisition carrying on the business and activities associated with the assets acquired) if the portion of Employer assets used in carrying on the activity competitive with the Business constitutes less than 20% in value of the assets acquired and the revenue associated with such competitive activity constitutes less than 30% in value of the revenue derived from all of the assets acquired (calculated in each case on a consolidated basis), or any MVB Financial subsidiaries (iv) manufacturing, selling or affiliates within distributing (a) electronics that control or are otherwise used in pyrotechnic components and systems, or (b) similar products, but only to the Restricted Territory. In the event this covenant extent such products use electronic and not to compete pyrotechnic devices (other than expended unit indicators or thermal batteries, all of which Seller shall be deemed by any court or body of competent jurisdiction permitted to be unenforceable in whole or in part by reason of its extending for too long a period of timemanufacture, or too great a geographical area or over too great a range of activities, or overly broad in any other respect or for any other reason, then and in such event this Agreement shall be deemed modified and interpreted to extend over only such maximum period of time, geographical area or range of activities, or otherwise, so as to render these provisions valid and enforceable, and as so modified, these provisions shall be enforceable and enforced. BY SIGNING THIS AGREEMENT, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, (B) SPECIAL, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENT, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYERsell and/or distribute).

Covenant Not to Compete. During Employer and Employee acknowledge that, by virtue of Employee's responsibilities and authority, he shall, during the Initial Term course of his Employment, be instrumental in developing, and receive highly confidential information concerning, Employer and the Affiliates, their customers, their services, their trade secrets, their proprietary information and other information concerning the Logistics Business, much of which will be unavailable to those in positions of lesser responsibility and authority. Employee further acknowledges that the ability of such information to benefit a competitor or potential competitor of Employer shall cause irreparable harm, damage and loss to Employer and the Affiliates. To protect Employer and the Affiliates from Employee's using or exploiting this information, Employee agrees that, if the employment relationship between Employee and Employer terminates for any Renewal Term reason whatsoever other than termination by Employer without Cause, then, in such event, for a period of this Agreement and for one (1) year from the date of Employee's termination of employment, Employee shall not engage in the Logistics Business in the Restricted PeriodTerritory, and Employee shall not directly or indirectly engage in any business or activity of any nature whatsoever, which is substantially competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within fifty (50) miles of the places of business of Employer or any MVB Financial subsidiaries or affiliates (the “Restricted Territory”), nor shall Employee sell, or solicit the sale of, any services or products related thereto, directly or indirectly, to any own, manage, join, control, contract with, be employed by, act in the capacity of the customers of Employer or any MVB Financial subsidiaries or affiliates. Without limitation of the foregoing, Employee shall not be, or serve as, a proprietor, partner, an officer, director, stockholder [except a stockholder trustee, shareholder or partner or consultant, or participate in any manner in the ownership, management, operation, or control of any business or person engaged in the Logistics Business in the Restricted Territory; provided, however, Employee shall be permitted to own not more than five percent (5%) of the outstanding stock of any company listed a corporation required to file reports pursuant to the Securities Exchange Act of 1934. As to the foregoing, Employee acknowledges that he has the ability to earn a comparable income within or without the Restricted Territory in other than the Logistics Business and that earning a livelihood outside the Logistics Business within or without the Restricted Territory would not constitute a hardship or an unreasonable restriction on a national securities exchange the Employee or traded over restrict him from earning comparable income. Employee acknowledges that the counter], employee, sales representative or consultant for any organization, company or business entity of any type area in which the Employer engages in any business or activity the Logistics Business shall geographically increase under the leadership of any nature whatsoeverEmployee and that, which as such increase occurs in such new areas, it is competitive with necessary for the business interests of the Employer or any MVB Financial subsidiaries or affiliates within the Restricted Territory. In the event this covenant not to compete shall be deemed by any court or body of competent jurisdiction to be unenforceable protected in whole or them. Accordingly, Employee acknowledges and agrees that, upon receipt of consideration from Employer in part by reason the sum of its extending for too long a period of One Hundred Dollars ($100.00), in each case, he shall, at any time and from time to time, or too great a geographical area or over too great a range of activities, or overly broad in any other respect or for any other reason, then and in such event execute an amendment to this Agreement amending the definition of Restricted Territory to include such new areas. This Paragraph 16 shall be deemed modified and interpreted to extend over only such maximum period survive the termination of time, geographical area or range of activities, or otherwise, so as to render these provisions valid and enforceable, and as so modified, these provisions shall be enforceable and enforced. BY SIGNING THIS AGREEMENT, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, (B) SPECIAL, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENT, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYERthis Agreement.

Covenant Not to Compete. During For a period of 24 months after the Initial Term or Closing Date, neither P&G nor any Renewal Term of this Agreement its Affiliates shall, without the prior consent of JMS, engage in the Geography in the manufacturing, packaging, distributing and marketing of (i) peanut butter, peanut butter-based spreads for human consumption and/or (ii) shortening and/or oil products for human consumption (the Restricted Period"RESTRICTED BUSINESS"), Employee and PROVIDED, HOWEVER, that the foregoing shall not directly restrict P&G or indirectly engage its Affiliates from making any acquisition of or investment in any business or activity Person (the "TARGET") if the annual net sales attributable to the Restricted Business for the Target's most recent fiscal year constitute less than 5% of the total net sales of the Target for such year PROVIDED, FURTHER that if such net sales of the Restricted Business for the Target's most recent fiscal year exceed $25 million, P&G shall sell or otherwise dispose of the Restricted Business in a commercially reasonable manner after the consummation of the acquisition of the Target. The parties agree that the covenants included in this Section 6.22 are, taken as a whole, reasonable in their geographic and temporal coverage and no party shall raise any issue of geographic or temporal reasonableness in any proceeding to enforce such covenant. P&G acknowledges and agrees that in the event of a breach by P&G of the provisions of this Section 6.22, monetary damages shall not constitute a sufficient remedy. Consequently, in the event of any nature whatsoeversuch breach, which is substantially competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within fifty (50) miles of the places of business of Employer or any MVB Financial subsidiaries or affiliates (the “Restricted Territory”)JMS may, nor shall Employee sell, or solicit the sale of, any services or products related thereto, directly or indirectly, in addition to any of the customers of Employer or any MVB Financial subsidiaries or affiliates. Without limitation of the foregoingother rights and remedies existing in its favor, Employee shall not be, or serve as, a proprietor, partner, officer, director, stockholder [except a stockholder of not more than five percent (5%) of the outstanding stock of any company listed on a national securities exchange or traded over the counter], employee, sales representative or consultant for any organization, company or business entity of any type which engages in any business or activity of any nature whatsoever, which is competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within the Restricted Territory. In the event this covenant not apply to compete shall be deemed by any court of law or body equity of competent jurisdiction for specific performance and/or injunctive relief or other relief in order to enforce or prevent any violation of the provisions hereof. Any purchaser or successor in interest to P&G's Olestra facility or the Culinary Sol Business shall not be unenforceable bound by this Section 6.22 and P&G shall accordingly be released from any obligations relating thereto. Notwithstanding anything contained in whole this Section 6.22, the parties agree that the following shall not be violations of the covenants contained in this Section 6.22: (x) continuation of the Culinary Sol Business by P&G or in part any successor thereto; and (y) production and sale by reason P&G or any successor thereto of its extending for too long a period of time, or too great a geographical area or over too great a range of activities, or overly broad in any products produced at P&G's Olestra facility other respect or for any other reason, then than packaged goods and in such event this Agreement shall be deemed modified and interpreted oils substantially similar to extend over only such maximum period of time, geographical area or range of activities, or otherwise, so as to render these provisions valid and enforceable, and as so modified, these provisions shall be enforceable and enforced. BY SIGNING THIS AGREEMENT, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, (B) SPECIAL, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENT, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYERthe products produced by the Jif/Crisco Business.

Covenant Not to Compete. During and Agreement with Respect to Seller Solicitations. Seller hereby covenants and agrees that following the Initial Term consummation of this transaction and for a period of three (3) years thereafter, neither it nor any of its affiliates will (a) open a de-novo branch, operate, control or otherwise have an interest in any Renewal Term financial institution, branch or similar facility that has a place of business within the Clarksville, Tennessee metropolitan statistical area, including specifically Montgomery County, Tennessee and Christian County, Kentucky (the "Restxxxxxx Xxxa") or (b) establish an electronic funds transfer terminal, of any type or description, within the Restricted Area; provided, however, that the foregoing shall not prevent the Seller from merging with another financial institution which operates a banking facility within the Restricted Area so long as the main office of such institution is not in the Restricted Area. Seller further agrees that from the date of this Agreement and for the Restricted Period, Employee shall not directly or indirectly engage in any business or activity of any nature whatsoever, which is substantially competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within fifty (50) miles of the places of business of Employer or any MVB Financial subsidiaries or affiliates (the “Restricted Territory”), nor shall Employee sell, or solicit the sale of, any services or products related thereto, directly or indirectly, to any of the customers of Employer or any MVB Financial subsidiaries or affiliates. Without limitation of the foregoing, Employee shall not be, or serve as, a proprietor, partner, officer, director, stockholder [except a stockholder of not more than five percent (5%) of the outstanding stock of any company listed on a national securities exchange or traded over the counter], employee, sales representative or consultant for any organization, company or business entity of any type which engages in any business or activity of any nature whatsoever, which is competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within the Restricted Territory. In the event this covenant not to compete shall be deemed by any court or body of competent jurisdiction to be unenforceable in whole or in part by reason of its extending for too long a period of timethree (3) years following the Closing Date, the Seller shall not specifically solicit persons or too great entities who are customers of the Branches on the day immediately preceding the Closing Date; provided, however, that the Seller shall not be restricted or prohibited from engaging in or using general mass mailings, telemarketing programs, newspaper, radio, television or print advertisements, the internet, the Seller's web site, electronic advertisements or communications and other types of communications that are directed to the general public, to existing or potential customers of the Seller generally or to persons defined by criteria other than solely their status as loan or deposit customers attributed to a geographical area Branches; and provided further, however, that this covenant shall not prohibit or over too great restrict the Seller from soliciting or servicing persons, entities or customers (including loan and deposit customers attributed to the Branches) with respect to any products, services, desires, activities or relationships specifically excluded from the transactions contemplated hereby, including, without limitation, the products, services, activities or relationships referenced in Sections 1.4(c) and (d) of this Agreement. For a range of activities, or overly broad in any other respect or for any other reason, then and in such event this Agreement shall be deemed modified and interpreted to extend over only such maximum period of timetwo (2) years following the Closing Date, geographical area Seller will not directly solicit for employment or range hire any person who is now employed at the Branches and continues to be employed without interruption after the Closing Date (it being understood by the parties that advertising and other recruiting efforts aimed at the general public shall not violate the terms of activities, or otherwise, so as to render these provisions valid and enforceable, and as so modified, these provisions shall be enforceable and enforced. BY SIGNING THIS AGREEMENT, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, (B) SPECIAL, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENT, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYERthis Agreement).

Covenant Not to Compete. During In order that the Initial Term or any Renewal Term Purchaser may have and enjoy the full benefit of the Packaged Gas Business and the Purchased Assets and as an inducement to the Purchaser to enter into this Agreement and for (without which inducement the Restricted PeriodPurchaser would not have entered into this Agreement), Employee shall not directly the Seller hereby agrees that, except as otherwise provided or indirectly engage contemplated in any business or activity of any nature whatsoever, which is substantially competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within fifty (50) miles of the places of business of Employer or any MVB Financial subsidiaries or affiliates (Transaction Documents, the “Restricted Territory”)Seller shall not, nor and the Seller shall Employee sell, or solicit the sale of, any services or products related theretocause its Affiliates not to, directly or indirectly, engage or otherwise participate in the Packaged Gas Business in the United States for a period of five (5) years from the Closing Date (such five-year period, the "Non-Competition Period"). Notwithstanding the foregoing, the Seller and its Affiliates shall have the right at any time to (i) engage in any of the customers of Employer or any MVB Financial subsidiaries or affiliates. Without limitation Excluded Businesses, (ii) engage in the Packaged Gas Business outside of the foregoingUnited States, Employee shall not be(iii) acquire, directly or serve asindirectly, a proprietor, partner, officer, director, stockholder [except a stockholder of not more than five percent (5%) of the outstanding stock of any company securities listed on a any national securities exchange or traded over actively in the counter]national over-the-counter market of any Person that provides the Competing Business in the United States, employeeprovided the Seller, sales representative together with its Affiliates and any member of a group in which the Seller or consultant its Affiliates are a party, do not own more than ten (10%) percent of the outstanding voting power of such Person (other than with respect to the Persons set forth on Schedule 7.7(a) for which there shall be no limitation on the ownership of outstanding voting power; provided, however, that from and after such time as any organizationsuch Person becomes an Affiliate of Seller, Seller Parent or any of their Affiliates, it or they shall be subject to the terms of this Section 7.7); (iv) subject to Section 7.7(b), acquire (by acquisition, merger, consolidation, joint venture or otherwise) a company or business entity whose operations include a Competing Business, (v) make sales calls or joint sales calls with a Third Party Distributor (defined below) in relation to the sale of any type which engages in any business or activity products of any nature whatsoeverthe Excluded Businesses; provided, which is competitive with however, that the business of Employer or any MVB Financial subsidiaries or affiliates within the Restricted Territory. In the event this covenant not to compete Seller shall be deemed by any court or body of competent jurisdiction to be unenforceable in whole or in part by reason of its extending for too long a period of time, or too great a geographical area or over too great a range of activities, or overly broad in any other respect or for any other reason, then and in such event this Agreement shall be deemed modified and interpreted to extend over only such maximum period of time, geographical area or range of activities, or otherwise, so as to render these provisions valid and enforceablenot, and as so modifiedshall cause its Affiliates not to, these provisions shall be enforceable and enforced. BY SIGNING THIS AGREEMENT, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, make any sales calls or any joint sales calls with any Third Party Distributor involving the supply of packaged gases or (B) SPECIALmake any sales calls or any joint sales calls with any Third Party Distributor to any customers of the Packaged Gas Business as of the date hereof or as of the Closing Date, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENTexcept for joint sales calls where a Third Party Distributor currently supplies bulk to any such customer and the making of joint sales calls was the past practice with respect to such customer prior to the date hereof (past practice to be determined on an account-by-account basis), AND (Cvi) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENTadvise any customer, other than a customer of the Packaged Gas Business as of the date hereof or as of the Closing Date (each a "Non-PGB Customer"), of the identity of such Persons' Third Party Distributors, and provide the details thereof, and make recommendations and referrals to Non-PGB Customers or potential Non-PGB Customers seeking packaged gas products of any of such Persons' Third Party Distributors; provided, that the Seller or any such Affiliate shall treat the Purchaser on equal terms with such Persons' Third Party Distributors when providing such recommendations or referrals, (vii) publicize generally in literature, on such Persons' website, or via other media the identity of such Persons' Third Party Distributors, and provide the details thereof, and (viii) offer non-account-specific services to such Persons' Third Party Distributors based on such Persons' global experience in packaged gases, provided, that, as a condition to providing such services which relate to the Packaged Gas Business to any such Third Party Distributors, the Seller shall, or shall cause its Affiliates to, offer such services which relate to the Packaged Gas Business to the Purchaser on such terms as shall be mutually agreeable to the Seller and the Purchaser for a term of fifteen (15) years, unless the applicable Enabling Agreement shall have been terminated and the Seller shall no longer be providing the Purchaser with the products covered by such Enabling Agreement. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYER.The Purchaser

Covenant Not to Compete. During Each of Sellers covenants and agrees that ----------------------- (i) neither he nor it will not, at any time during the Initial Term or any Renewal Term period of this Agreement and for ten (10) years from the Restricted Period, Employee shall not directly or indirectly engage in any business or activity of any nature whatsoever, which is substantially competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within fifty (50) miles of the places of business of Employer or any MVB Financial subsidiaries or affiliates (the “Restricted Territory”), nor shall Employee sell, or solicit the sale of, any services or products related theretoClosing Date, directly or indirectly, in or pertaining to any location in the United States, own, manage, operate, join, control or participate in the ownership, management, operation or control of, any business which, or any businesses organization any part of which, engages in the business of buying, selling or trading of new and/or used audio compact discs, including without limitation the selling of, or investing in, franchises which engage in the business of buying, selling or trading of new and/or used audio compact discs of the customers type and kind and sold by the CD Warehouse Stores in the United States, except as a franchisee of Employer Buyer or any MVB Financial subsidiaries an affiliate of Buyer or affiliates. Without limitation owner of the foregoing, Employee shall not be, or serve as, a proprietor, partner, officer, director, stockholder [except a stockholder of not more than five percent (up to 5%) % of the outstanding common stock of a corporation so engaged, and (ii) neither he nor it will, at any company listed on a national securities exchange time during the period of ten (10) years from the Closing Date, directly or traded over indirectly own, manage, operate join, control of participate in the counter]ownership, employeemanagement, sales representative operation or consultant for any organization, company or business entity control of any type business which, or any business organization any part of which engages in any business the businesses of buying, selling or activity of any nature whatsoever, which is competitive with trading audio compact discs via the business of Employer "Internet," the "World Wide Web," or any MVB Financial subsidiaries other "on-line" computer communication networks, except as a franchisee of the Buyer; PROVIDED, HOWEVER, the parties hereto acknowledge that CDMI is the wholly owned subsidiary of Buyer and, accordingly, further acknowledge and agree that, for the purposes of this Section 5.5 only, the term "Sellers" shall not be deemed to include CDMI. The remedy at law for any breach or affiliates within attempted breach by Sellers of the Restricted Territoryprovisions of this Section 5.5 will be inadequate and Buyer shall be entitled to temporary or permanent injunctive relief against any breach or attempted breach of such provision without the necessity of posting bond or proving actual damages. In It is the event express intention of the parties hereto to comply with all laws which may be applicable to this Section 5.5. Should any restriction contained in this Section 5.5 be found to exceed in duration or scope the restriction permitted by law, it is expressly agreed that the covenant not to compete shall contained in this Section 5.5 may be deemed reformed or modified by any the final judgment of a court or body of competent jurisdiction to reflect a lawful and enforceable duration or scope. If any one or more of the provisions contained in this Section 5.5 shall for any reason be held to be invalid, illegal or unenforceable in whole any respect, such invalidity, illegality or in part by reason of its extending for too long a period of time, or too great a geographical area or over too great a range of activities, or overly broad in unenforceability shall not affect any other respect or for provision of this Agreement, but any other reason, then and inconsistency in such event the provisions of this Agreement shall be deemed modified construed as if such invalid, illegal or unenforceable provision had never been contained herein. The terms and interpreted to extend over only such maximum period conditions of timethis Section 5.5 will be governed by and construed in accordance with the laws of the State of Delaware; the foregoing clause will not, geographical area however, affect the forum or range venue of activities, any dispute resolution proceeding arising in connection with this Agreement or otherwise, so as to render these provisions valid and enforceable, and as so modified, these provisions shall be enforceable and enforced. BY SIGNING THIS AGREEMENT, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, (B) SPECIAL, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENT, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYERany other term or condition of this Agreement whatsoever.

Covenant Not to Compete. During (a) Seller agrees that, during the Initial Term or any Renewal Term of this Agreement three year period immediately following the Closing, Seller shall not, and for the Restricted Period, Employee shall cause its Affiliates not directly or indirectly engage in any business or activity of any nature whatsoever, which is substantially competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within fifty (50) miles of the places of business of Employer or any MVB Financial subsidiaries or affiliates (the “Restricted Territory”), nor shall Employee sell, or solicit the sale of, any services or products related theretoto, directly or indirectly, manage, operate, control, engage or acquire any ownership interest in any firm, corporation, partnership, proprietorship or other business entity that engages in a business in competition with Buyer and the Buyer Controlled Affiliates with respect to the Business, as the Business has been conducted during the 12 month period preceding the date of this Agreement, within the Restricted Territory (as defined below) as it relates to plastic closures, within Europe as it relates to aluminum beverage closures (including non-refillable pilfer proof closures), within Italy as it relates to PET preforms business and metal crowns business, within the United States of America as it relates to PET bottle business and within Russia and Poland as it relates to plastic bottles and mascara business, (each a “Seller Competing Business”); provided, however, that it shall not be a violation of this Section 5.14(a) for Seller or any of the customers of Employer its Affiliates (i) to own, directly or any MVB Financial subsidiaries or affiliates. Without limitation of the foregoingindirectly, Employee shall not besolely as an investment, or serve as, a proprietor, partner, officer, director, stockholder [except a stockholder of not more than five percent (5%) of the outstanding stock securities of any company listed Person that are traded on a national securities exchange or traded over the counter], employee, sales representative Nasdaq Stock Market (or consultant for any organization, company or business entity of any type which engages in any business or activity of any nature whatsoever, which is competitive with a securities exchange outside the business of Employer U.S.) if Seller or any MVB Financial subsidiaries of its Affiliates (x) is not a controlling Person or affiliates within a member of a group that controls such Person and (y) does not, directly or indirectly, own more than 5% of the Restricted Territory. In the event this covenant not to compete voting securities of such Person (other than Constar International Inc., for which such limitation shall be deemed by any court or body of competent jurisdiction to be unenforceable in whole or in part by reason of its extending for too long a period of time, or too great a geographical area or over too great a range of activities, or overly broad in any other respect or for any other reason, then and in such event this Agreement shall be deemed modified and interpreted to extend over only such maximum period of time, geographical area or range of activities, or otherwise, so as to render these provisions valid and enforceable, and as so modified, these provisions shall be enforceable and enforced. BY SIGNING THIS AGREEMENT, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF20%), (Bii) SPECIALto directly or indirectly acquire any Person that includes a Seller Competing Business that, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENTat the time of such acquisition, AND constituted less than 30% of the assets or revenue of such Person, provided that the Seller disposes of such Seller Competing Business within nine months after the closing date of such acquisition (Cregardless of whether such nine month period extends beyond the three year term of this covenant) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYER(the “Seller Competing Business”).

Covenant Not to Compete. During (a) Seller and each Shareholder agrees that for the Initial Term period commencing on the Closing Date and ending on the fifth (5th) anniversary of the Closing Date, neither Seller nor either Shareholder nor any of their respective Affiliates shall participate or engage, directly or indirectly, for itself or himself or on behalf of or in conjunction with any Person, whether as an employee, agent, officer, director, member, shareholder, partner, joint venture, investor or otherwise, in any business that competes with the Business in any jurisdiction in which the Business is conducted, (including, without limitation, where products of the Business are sold; provided, however, that the foregoing shall not be deemed to prohibit Seller or either Shareholder from (i) owning up to thre e percent (3%) of the outstanding equity interests in any publicly traded entity which engages in any such activity, (ii) owning an equity interest in Tech Group Asia (which entity Buyer understands and acknowledges is engaged in the injection molding business), or (iii) serving on the board of directors of Tech Group Asia (or any Renewal Term successor entity), provided that, in the cases of clauses (ii) and (iii), (A) such Shareholder abides by his confidentiality and nondisclosure obligations under this Agreement and for under the Restricted PeriodUhlmann Consulting Agreement or Xxxxxxx Consulting Agreement (as applicable), Employee shall (B) such Shareholder does not directly serve as an officer, employee or indirectly engage in manager of Tech Group Asia (or any successor entity) or as the chairman of the board of directors (subject as set forth below), (C) such Shareholder recuses himself from any discussion conducted by the Tech Group Asia (or successor entity) board of directors relating to business activities that are or activity of any nature whatsoever, which is substantially could be reasonably expected to be competitive with the business of Employer Buyer, (D) such Shareholder does not take any affirmative action or permit Seller to take any MVB Financial subsidiaries affirmative action, that would result in such Shareholder or affiliates within fifty Seller (50or both in the aggregate) miles purchasing, increasing or otherwise obtaining any additional equity interest in Tech Group Asia or increasing their equity ownership percentage in Tech Group Asia, (E) such Shareholder votes or causes Seller to vote any shares of Tech Group Asia held by such Shareholder or Seller, as appropriate, only in proportion to the places of business of Employer or any MVB Financial subsidiaries or affiliates (the “Restricted Territory”), nor shall Employee sell, or solicit the sale of, any services or products related thereto, directly or indirectly, voting by all other Tech Group Asia shareholders with respect to any matter that is put to the vote of the customers of Employer or any MVB Financial subsidiaries or affiliates. Without limitation of the foregoing, Employee shall not be, or serve as, a proprietor, partner, officer, director, stockholder [except a stockholder of not more than five percent (5%) of the outstanding stock of any company listed on a national securities exchange or traded over the counter], employee, sales representative or consultant for any organization, company or business entity of any type which engages in any business or activity of any nature whatsoever, which is competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within the Restricted Territory. In the event this covenant not to compete shall be deemed by any court or body of competent jurisdiction to be unenforceable in whole or in part by reason of its extending for too long a period of time, or too great a geographical area or over too great a range of activities, or overly broad in any other respect or for any other reason, then and in such event this Agreement shall be deemed modified and interpreted to extend over only such maximum period of time, geographical area or range of activities, or otherwise, so as to render these provisions valid and enforceable, and as so modified, these provisions shall be enforceable and enforced. BY SIGNING THIS AGREEMENT, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, (B) SPECIAL, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENT, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYER.the

Covenant Not to Compete. During For a period of five (5) years following the Initial Term or any Renewal Term of this Agreement and for the Restricted PeriodClosing, Employee shall not Seller, Partnership, Dean Xxxxx, Xxhn Xxxxxxxx xxx Dennxx Xxxxxx xxxll not, directly or indirectly (i) engage in in, own, operate, be employed by, consult with, assist or advise any business or activity of any nature whatsoever, which is substantially competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within fifty (50) miles of the places of business of Employer or any MVB Financial subsidiaries or affiliates (the “Restricted Territory”), nor shall Employee sell, or solicit the sale of, any services or products related theretothat competes, directly or indirectly, with the Business in any state in the United States in which the Business is currently conducted; provided, however, that the following activities shall not be deemed a violation of this covenant: (a) the permitting and construction of signs so long as such signs are used solely in connection with other activities of Seller or such signs are sold to others, and in either case no advertising is sold directly or indirectly by Seller or an Affiliate or agent of Seller on such signs and (b) the leasing or licensing of real estate to other persons for the purpose of construction of signs, (ii) solicit any customers of the Business; provided, however, that the solicitation of customers of the Business shall not be deemed a violation of this covenant if such solicitation is for the conduct of a sign business outside of the United States or such solicitation is made in connection with activities of Seller which are not restricted under this covenant, or (iii) hire or offer employment to any employee of Seller or Partnership whose employment is continued by Buyer after the Closing Date or any employee of Buyer or any successor or Affiliate of Buyer which is engaged in the Business, unless (a) Buyer first terminates the employment of such employee or gives its prior written consent to such employment or offer of employment (b) such employee contacts Seller regarding employment opportunities, (c) such employee responds to any general solicitation by Seller for employment with Seller or (d) the employment of such employee by Buyer has terminated. Seller and Partnership acknowledge and agree that the time, scope, geographic area and other provisions of this Covenant Not to Compete have been specifically negotiated by sophisticated parties and that such provisions are reasonable under the circumstances. The parties further agree that if, despite the foregoing acknowledgment, a court or other tribunal of competent jurisdiction holds that any of the customers restrictions of Employer or any MVB Financial subsidiaries or affiliates. Without limitation of this Covenant Not to Compete are unenforceable, the foregoing, Employee shall not be, or serve as, a proprietor, partner, officer, director, stockholder [except a stockholder of not more than five percent (5%) of the outstanding stock of any company listed on a national securities exchange or traded over the counter], employee, sales representative or consultant for any organization, company or business entity of any type which engages in any business or activity of any nature whatsoever, which is competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within the Restricted Territory. In the event this covenant not to compete shall be deemed by any court or body of competent jurisdiction to be unenforceable in whole or in part by reason of its extending for too long a period maximum restrictions of time, scope or too great a geographical geographic area reasonable under the circumstances, as determined by such court or over too great a range of activitiestribunal, or overly broad in any other respect or shall be substituted for any other reason, then and in such event this Agreement shall be deemed modified and interpreted to extend over only such maximum period of time, geographical area or range of activities, or otherwise, so as to render these provisions valid and enforceable, and as so modified, these provisions shall be enforceable and enforced. BY SIGNING THIS AGREEMENT, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, (B) SPECIAL, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENT, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYERrestrictions held unenforceable.

Covenant Not to Compete. During (a) The Seller agrees that during the Initial Term Non-Compete Period, neither the Seller nor any of its controlled Affiliates shall engage, manage, operate or have any ownership interest in any firm, corporation, partnership, proprietorship or other business entity that engages in, manages or operates a business that competes with the Business (each, a “Competing Business”) anywhere in the United States of America; provided, however, that it shall not be a violation of this Section 7.12(a) for the Seller or any Renewal Term of this Agreement and for the Restricted Period, Employee shall not directly or indirectly engage in any business or activity of any nature whatsoever, which is substantially competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within fifty its controlled Affiliates (50i) miles of the places of business of Employer or any MVB Financial subsidiaries or affiliates (the “Restricted Territory”), nor shall Employee sell, or solicit the sale of, any services or products related theretoto own, directly or indirectly, to any of the customers of Employer or any MVB Financial subsidiaries or affiliates. Without limitation of the foregoingsolely as an investment, Employee shall not be, or serve as, a proprietor, partner, officer, director, stockholder [except a stockholder of not more than five percent (5%) of the outstanding stock securities of any company listed Person that are traded on a national securities exchange (or traded over a recognized securities exchange outside the counter]U.S.) if the Seller or any of its controlled Affiliates (x) is not a controlling Person or a member of a group that controls such Person and (y) does not, employeedirectly or indirectly, sales representative own more than 5% or consultant for more of the voting securities of such Person, (ii) to acquire, directly or indirectly, the equity or assets of, or otherwise become affiliated with or participate in, any organizationenterprise engaged in a Competing Business if the Seller shall use reasonable efforts to divest, company or business entity of any type which engages as soon as reasonably practicable (and in any business or activity event within eighteen (18) months after the closing date of any nature whatsoeversuch acquisition), which is competitive with its interest in such enterprise relating to the business Competing Business), (iii) to continue operating existing lines of Employer business, other than the Business, or any MVB Financial subsidiaries of the Excluded Assets or affiliates within (iv) to perform the Restricted Territoryactivities contemplated by the Ancillary Agreements. In None of the event provisions of this covenant not Section 7.12(a) shall operate to compete prohibit, hinder, impede or restrict from engaging in a Competing Business in any way, any Person which by way of takeover, acquisition, merger, combination or similar transaction acquires a controlling or significant interest in Seller or any of its Affiliates (provided that Seller and its controlled Affiliates as of the date of such transactions shall be deemed by any court or body of competent jurisdiction continue to be unenforceable in whole or in part by reason subject to the provisions of its extending for too long a period of time, or too great a geographical area or over too great a range of activities, or overly broad in this Section 7.12(a) after any other respect or for any other reason, then and in such event this Agreement shall be deemed modified and interpreted to extend over only such maximum period of time, geographical area or range of activities, or otherwise, so as to render these provisions valid and enforceable, and as so modified, these provisions shall be enforceable and enforced. BY SIGNING THIS AGREEMENT, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, (B) SPECIAL, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENT, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYERtransaction).

Covenant Not to Compete. During The Employee covenants and agrees that in the Initial Term event the Company terminates his employment for Cause under Section 5(b)(ii) or the Employee voluntarily terminates his employment under Section 5(c)(i) hereof, for a period commencing at the Date of Termination and continuing for a period of twelve months thereafter, the Employee will not (a) disclose any Renewal Term trade secrets owned by the Company and learned by the Employee as a result of this Agreement and such employment, (b) solicit any customers who were customers of the Company within the 12 months immediately preceding the Date of Termination for the Restricted Period, Employee shall not directly or indirectly engage in any business or activity benefit of any nature whatsoever, which is substantially competitive with the company or business of Employer or any MVB Financial subsidiaries or affiliates within fifty described in (50c) miles of the places of business of Employer or any MVB Financial subsidiaries or affiliates (the “Restricted Territory”), nor shall Employee sellbelow, or solicit the sale of, (c) own any services or products related thereto, directly or indirectly, part of a Competitor (other than a public company as to any of the customers of Employer or any MVB Financial subsidiaries or affiliates. Without limitation of the foregoing, which Employee shall not be, or serve as, a proprietor, partner, officer, director, stockholder [except a stockholder of not more than owns five percent (5%) or less of the outstanding stock of any company listed common stock) or work on a national securities exchange full-time, part-time or traded over the counter], employee, sales representative or consultant consulting basis for any organizationcorporation, company partnership, sole proprietorship, or business any other legal entity of any type which engages in any business or activity of any nature whatsoever, which is competitive with a Competitor (irrespective of the business actual location of Employer or any MVB Financial subsidiaries or affiliates the competitor) within the Restricted Territorycontinental United States. In For purposes of this Agreement, the event Employee's obligations of nonuse and nondisclosure set forth in this Section 8 shall not apply to any information which: (a) is or becomes part of the public domain otherwise than as a consequence of a breach by the Employee of his obligations under this Agreement; (b) was already known to the Employee prior to receipt from the Company; (c) is lawfully disclosed by the Company to any third party without restriction; or (d) is disclosed by a third party to the Employee without restriction. This covenant not to compete shall be deemed not apply to the Employee either if his employment is terminated by any court the Company under Section 5(b)(i) hereof or body if he terminates his employment "for Good Reason" under Section 5(c)(ii) For purposes of competent jurisdiction to be unenforceable in whole or in part by reason of its extending for too long a period of timethis Section 8, or too great a geographical area or over too great a range of activities, or overly broad in any other respect or for any other reason, then and in such event this Agreement "Competitor" shall be deemed modified and interpreted defined as a business enterprise which competes with the Company in offering the same products or services, which, in the Company's fiscal year ended prior to extend over only such maximum period the Date of time, geographical area Termination generated 10% or range more of activities, or otherwise, so the Company's total revenues as to render these provisions valid and enforceable, and as so modified, these provisions shall be enforceable and enforced. BY SIGNING THIS AGREEMENT, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, (B) SPECIAL, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENT, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYERreflected in the Company's most recent annual audited financial statements.

Covenant Not to Compete. During The Sellers and the Initial Term Owner jointly and severally agree that for a period of five (5) years from and after the date of Closing none of the Sellers or the Owner will (a) manage, operate, control or finance, or (b) act as an employee, agent, representative of, or consultant to, or (c) have any Renewal Term ownership interest, direct or indirect, in any person, firm, corporation or association business that is (1) in competition with the Business of Sellers, as that business is constituted as of the date hereof (whether or not such business is subsequently carried on by the Purchaser or by any successor or subsequent purchaser of such business), or (2) in the waste hauling business within the States of Maine, New Hampshire, Boston and that portion of Massachusetts that is northerly of Boston and the Massachusetts Turnpike; provided, however, that this Agreement and for the Restricted Period, Employee Covenant-Not-to-Compete shall not directly prevent the Sellers or indirectly engage in any business or activity of any nature whatsoever, which is substantially competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within fifty (50) miles of the places of business of Employer or any MVB Financial subsidiaries or affiliates (the “Restricted Territory”), nor shall Employee sell, or solicit the sale of, any services or products related thereto, directly or indirectly, to any of the customers of Employer or any MVB Financial subsidiaries or affiliates. Without limitation of the foregoing, Employee shall not be, or serve as, a proprietor, partner, officer, director, stockholder [except a stockholder of not more Owner from acquiring and holding less than five percent (5%) of the outstanding stock shares of any company listed corporation engaged in such a competitive business if such shares are available to the general public on a national securities exchange or traded over the counter], employee, sales representative or consultant for any organization, company or business entity of any type which engages in any business or activity of any nature whatsoever, which is competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within the Restricted Territoryexchange. In the event of a breach of any covenant contained in this covenant not to compete compete, the Purchaser shall be deemed entitled to an injunction restraining such breach, in addition to any other remedies provided by law or equity. In the event that any part of this Agreement shall be held to be unenforceable or invalid, the remaining parts hereof shall nevertheless continue to be valid and enforceable as though the invalid portions were not a part hereof. Specifically, and without limitation, the parties acknowledge that the period and geographic extent of the restrictions imposed in this Agreement are fair and reasonable and are reasonably required for the protection of Purchaser. Nevertheless, in the event that any provisions of this Agreement relating to the period or geographic area of the restrictions shall exceed the maximum which a court or body of competent jurisdiction to be unenforceable in whole or in part by reason of its extending for too long a period of time, or too great a geographical area or over too great a range of activities, or overly broad in any other respect or for any other reasonhas finally determined is valid and enforceable, then and in such event the time or geographic area, as the case may be, for purposes of this Agreement shall be deemed modified and interpreted to extend over only be such maximum time or geographic area as a court of competent jurisdiction has determined to be valid and enforceable. In the event that any part of this Agreement shall be held to be unenforceable or invalid, the remaining parts hereof shall nevertheless continue to be valid and enforceable as though the invalid portions were not a part hereof. Specifically, and without limitation, the parties acknowledge that the period and geographic extent of timethe restrictions imposed in this Agreement are fair and reasonable and are reasonably required for the protection of Purchaser. Nevertheless, geographical in the event that any provisions of this Agreement relating to the period or geographic area or range of activities, or otherwise, so as to render these provisions the restrictions shall exceed the maximum which a court of competent jurisdiction has finally determined is valid and enforceable, and then the time or geographic area, as so modifiedthe case may be, these provisions for purposes of this Agreement shall be enforceable deemed to be such maximum time or geographic area as a court of competent jurisdiction has determined to be valid and enforced. BY SIGNING THIS AGREEMENT, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, (B) SPECIAL, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENT, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYERenforceable.

Covenant Not to Compete. During The Executive recognizes that Invatec and the Initial Term or any Renewal Term Companies and subsidiaries of Invatec (for purposes of this Agreement Section 10 collectively referred to as "Invatec") have business good will and other legitimate business interests which must be protected in connection with and in addition to the Information. In consideration for access to the Restricted PeriodInformation, Employee shall not directly or indirectly engage in any business or activity of any nature whatsoever, which is substantially competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within fifty (50) miles acquisition by Invatec of the places Companies and the performance of business its covenants under the Stock Purchase Agreement, the specialized training and instruction which Invatec will provide, Invatec's agreement to employ the Executive on the terms and conditions set forth herein, and the promotion and advertisement by Invatec of Employer or any MVB Financial subsidiaries or affiliates Executive's skill, ability and value in Invatec's business, the Executive agrees that, upon the receipt of notice from Invatec of the exercise of its option to enforce this Section 10 covenant and agreement to pay to the Executive Sixty-five Thousand Dollars (the “Restricted Territory”$65,000.00), nor shall Employee sellin equal monthly amounts in arrears over the eighteen month term of this covenant, or solicit the sale ofExecutive will not, any services or products related theretoduring the term ending eighteen (18) months after the date Executive's employment is terminated, without the prior written consent of Invatec, engage, directly or indirectly, in any business that is engaged in the sale and/or repair of industrial valves and related services within a 100 mile radius of any office in which Invatec does business (determined as of such termination). Invatec's notice of the exercise of its option to enforce this Section 10 covenant and agreement to pay Executive the amount specified above shall be given no less than thirty (30) days after the effective date of termination of Executive's employment. It is mutually understood and agreed that if any of the customers provisions relating to the scope, time or territory in this Section 10 are more extensive than is enforceable under applicable laws or are broader than necessary to protect the good will and legitimate business interests of Employer or any MVB Financial subsidiaries or affiliatesInvatec, then the Parties agree that they will reduce the degree and extent of such provisions by whatever minimal amount is necessary to bring such provisions within the ambit of enforceability under applicable law. Without limitation The Parties acknowledge that the remedies at law for breach of Executive's covenants contained in Sections 6 and 12 of the foregoingAgreement are inadequate, Employee shall not be, or serve as, a proprietor, partner, officer, director, stockholder [except a stockholder of not more than five percent (5%) of the outstanding stock of any company listed on a national securities exchange or traded over the counter], employee, sales representative or consultant for any organization, company or business entity of any type which engages in any business or activity of any nature whatsoever, which is competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within the Restricted Territory. In the event this covenant not to compete and they agree that Invatec shall be deemed by any court entitled, at its election, to injunctive relief (without the necessity of posting bond against such breach or body attempted breach), and to specific performance of competent jurisdiction said covenants in addition to be unenforceable in whole or in part by reason of its extending for too long a period of time, or too great a geographical area or over too great a range of activities, or overly broad in any other respect remedies at law or for any other reason, then and in such event this Agreement shall equity that may be deemed modified and interpreted available to extend over only such maximum period of time, geographical area or range of activities, or otherwise, so as to render these provisions valid and enforceable, and as so modified, these provisions shall be enforceable and enforced. BY SIGNING THIS AGREEMENT, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, (B) SPECIAL, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENT, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYERInvatec.

Covenant Not to Compete. During The Seller agrees that for a period of four years after the Initial Term or Closing Date, neither it, any Renewal Term of this Agreement and for the Restricted Period, Employee shall not directly or indirectly engage in any business or activity of any nature whatsoever, which is substantially competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within fifty (50) miles of the places of business of Employer or any MVB Financial subsidiaries or affiliates (the “Restricted Territory”)Seller Subsidiaries, nor shall Employee sell, or solicit the sale of, any services or products related theretoAffiliate shall, directly or indirectly, to own, manage, operate, join, control or participate in the ownership, management, operation or control of any of the customers of Employer business whether in corporate, proprietorship or any MVB Financial subsidiaries partnership form or affiliates. Without limitation of the foregoing, Employee shall not be, or serve as, a proprietor, partner, officer, director, stockholder [except a stockholder of not otherwise as more than a five percent (5%) of the outstanding stock of any company listed on a national securities exchange or traded over the counter], employee, sales representative or consultant for any organization, company or owner in such business entity of any type which engages in any where such business or activity of any nature whatsoever, which is competitive with the business Business as conducted on or prior to the Closing Date (a "Competitive Business). The covenant contained in the immediately preceding sentence shall not be deemed to have been violated by any sale by the Seller, any of Employer the Seller Subsidiaries or any MVB Financial subsidiaries Affiliate, of fasteners or affiliates within retaining rings sold either (a) as a component of a larger product sold by such Seller, Seller Subsidiary or Affiliate or (b) as a replacement part for a component of a larger product sold by such Seller, Seller Subsidiary or Affiliate, so long as such fasteners or retaining rings are not manufactured by Seller, any of the Restricted TerritorySeller Subsidiaries or any Affiliate. The provisions of this Section 7.11 shall not prevent the Seller, any of the Seller Subsidiaries, or any Affiliate from acquiring a business engaged in a Competitive Business (an "Acquired Business"); provided that such Competitive Business constitutes less than 20% of the revenues of the Acquired Business. If Seller, any Seller Subsidiaries or any Affiliate acquires an Acquired Business, then Seller shall promptly notify Buyer of such transaction and afford Buyer the opportunity to make an offer to purchase the Competitive Business. Seller shall consider Buyer's offer for such Competitive Business in good faith, but shall not be under any obligation to accept such offer. The Seller specifically acknowledges and agrees that the remedy at law for any breach of this Section 7.11 will be inadequate and that the Buyer, in addition to any other relief available to it, shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage. In the event that the provisions of this covenant not to compete shall Section 7.11 should ever be deemed to exceed the limitation provided by any court or body of competent jurisdiction to be unenforceable in whole or in part by reason of its extending for too long a period of time, or too great a geographical area or over too great a range of activities, or overly broad in any other respect or for any other reasonapplicable law, then and in the Parties agree that such event this Agreement shall be deemed modified and interpreted to extend over only such maximum period of time, geographical area or range of activities, or otherwise, so as to render these provisions valid and enforceable, and as so modified, these provisions shall be enforceable and enforced. BY SIGNING THIS AGREEMENT, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, (B) SPECIAL, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENT, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYERreformed to set forth the maximum limitations permitted.

Covenant Not to Compete. During In consideration of the Initial Term numerous mutual promises contained in the Agreement between Employer and the Employee, including, without limitation, those involving access to Trade Secrets and confidential information and training, and in order to protect Employer's Trade Secrets and the confidential information and to reduce the likelihood of irreparable damage which would occur in the event such information is provided to or any Renewal Term used by a competitor of this Agreement Employer, Employee agrees that during his employment and for an additional period of eighteen (18) months immediately following the Restricted Periodvoluntary or involuntary termination of his employment (the "Non-Competition Term"), Employee shall not will not, without the prior written consent of Employer (which consent may be withheld in its sole discretion), enter the employ of any person or entity, either directly or indirectly engage either as principal, agent, representative, shareholder (except owning publicly traded stock for investment purposes only in any business or activity of any nature whatsoever, which is substantially competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within fifty (50Employee owns less than 5%) miles of the places of business of Employer or any MVB Financial subsidiaries or affiliates (the “Restricted Territory”), nor shall Employee sell, or solicit the sale of, any services or products related thereto, directly or indirectly, to any of the customers of Employer or any MVB Financial subsidiaries or affiliates. Without limitation of the foregoing, Employee shall not be, or serve as, a proprietor, partnerconsultant, officer, directorbusiness partner, stockholder [except associate, employee or otherwise, with a stockholder place of business in the United States of America and/or Canada, which sells or offers to sell services and/or products which compete directly with the services and/or products offered or to be offered for sale by Employer. If, during any period within the Non-Competition Term, Employee is not more than five percent (5%) in compliance with the terms of this Paragraph 4, Employer shall be entitled to, among other remedies, compliance by Employee with the terms of this Paragraph 4 for an additional period equal to the period of such noncompliance. For purposes of this Agreement, the term "Noncompetition Term" shall also include this additional period. Employee hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the outstanding stock provisions of any company listed on a national securities exchange or traded over this Section 4 are reasonable and are no broader than are necessary to protect the counter], employee, sales representative or consultant for any organization, company or legitimate business entity interests of any type which engages in any business or activity of any nature whatsoever, which is competitive with the business of Employer. The Employer or any MVB Financial subsidiaries or affiliates within and Employee agree and stipulate that the Restricted Territory. In the event this covenant agreements and covenants not to compete contained in Paragraph 4 hereof are fair and reasonable in light of all of the facts and circumstances of the relationship between Employee and Employer; however, Employee and Employer are aware that in certain circumstances courts have refused to enforce certain agreements not to compete. Therefore, in furtherance of, and not in derogation of the provisions of Paragraph 4, Employer and Employee agree that in the event a court should decline to enforce the provisions of Paragraph 4, that Paragraph 4 shall be deemed by any court or body of competent jurisdiction to be unenforceable in whole modified or in part by reason of reformed to restrict Employee's competition with Employer or its extending for too long a period of affiliates to the maximum extent, as to time, or too great a geographical area or over too great a range of activitiesgeography and business scope, or overly broad which the court shall find enforceable; provided, however, in any other respect or for any other reason, then and in such no event this Agreement shall be deemed modified and interpreted to extend over only such maximum period of time, geographical area or range of activities, or otherwise, so as to render these provisions valid and enforceable, and as so modified, these provisions shall be enforceable and enforced. BY SIGNING THIS AGREEMENT, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, (B) SPECIAL, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENT, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYER.the

Covenant Not to Compete. During (a) In furtherance of the Initial Term or sale of the Shares, the HEA Membership Interests and the SMMSLP LP Interests to Buyer hereunder, Parent covenants and agrees that, for a period ending on the fourth anniversary of the Closing Date, neither Parent nor any Renewal Term of its Affiliates (which term for purposes of this Agreement and for the Restricted Period, Employee SECTION 8.5 shall not directly or indirectly engage in include any business or activity Person who may acquire control of Parent after the Closing Date and any nature whatsoever, which is substantially competitive with the business Affiliates of Employer or any MVB Financial subsidiaries or affiliates within fifty (50such Person immediately prior to such acquisition) miles of the places of business of Employer or any MVB Financial subsidiaries or affiliates (the “Restricted Territory”), nor shall Employee sell, or solicit the sale of, any services or products related theretowill engage, directly or indirectly, to any anywhere in the world where the Business is conducted by the Companies as of the customers of Employer or any MVB Financial subsidiaries or affiliates. Without limitation of the foregoing, Employee shall not be, or serve as, a proprietor, partner, officer, director, stockholder [except a stockholder of not more than five percent (5%) of the outstanding stock of any company listed on a national securities exchange or traded over the counter], employee, sales representative or consultant for any organization, company or Closing Date in business entity of any type which engages in any business or activity of any nature whatsoever, which is activities that are competitive with the Business as conducted by the Companies on the Closing Date (the interest or business of Employer or any MVB Financial subsidiaries or affiliates within the Restricted Territory. In the event this covenant not that includes such conflicting competitive activities is hereinafter referred to compete shall be deemed by any court or body of competent jurisdiction to be unenforceable in whole or in part by reason of its extending for too long as a period of time, or too great a geographical area or over too great a range of activities, or overly broad in any other respect or for any other reason, then and in such event this Agreement shall be deemed modified and interpreted to extend over only such maximum period of time, geographical area or range of activities, or otherwise, so as to render these provisions valid and enforceable, and as so modified, these provisions shall be enforceable and enforced. BY SIGNING THIS AGREEMENT, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, (B) SPECIAL, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENT, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDED"COMPETITIVE BUSINESS"); provided, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(Bthat nothing set forth in this SECTION 8.5 shall prohibit Parent or its Affiliates from (i) OR 5(Dengaging in the businesses conducted by Parent or its Affiliates (excluding the Companies) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYERon the Closing Date and described in SCHEDULE 8.5, (ii) owning not in excess of 5% in the aggregate of any class of capital stock or other equity interest of any corporation if such stock is publicly traded and listed on any national or regional stock exchange or on the Nasdaq Stock Market, (iii) owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision, subject to compliance with SECTION 8.5(B), or (iv) acquiring the assets or capital stock or other equity interests of any other Person engaged in such business subject to compliance with SECTION 8.5(B); and PROVIDED, FURTHER, that nothing set forth in this SECTION 8.5 shall prohibit American Home Shield's investment portfolio managed by an independent investment advisor from including not in excess of 5% in the aggregate of any class or equity interest of any Person engaged in such Competitive Business.

Covenant Not to Compete. During the Initial Term or any Renewal Term of this Agreement (i) Each Seller and Xxxxxxx hereby agrees that, except as hereinafter provided, for the Restricted Periodperiod commencing on the Closing Date and terminating on the second anniversary of the Closing Date, Employee shall it will not, and it will cause its affiliates not to, except in the case of a Permitted Investment (as hereinafter defined), without Buyer's prior written consent, directly or indirectly engage in any business (or activity become a partner or shareholder in or otherwise participate in the management or operation of any nature whatsoever, which is substantially competitive with venture or enterprise of any kind that engages in) the business of Employer manufacturing, selling, marketing or any MVB Financial subsidiaries distributing (A) in the in-store bakery, foodservice or affiliates within fifty (50) miles wholesale/retail bakery channels in the continental United States or Puerto Rico, baking mix or baking ingredient products of the places types sold by the Business as of business the Closing Date (other than consumer branded syrup products in serving sizes of Employer 64 ounces or any MVB Financial subsidiaries less) or affiliates (B) in the in-store bakery, wholesale/retail bakery or foodservice channels in the continental United States, Puerto Rico or Canada (the “Restricted Territory”"Non-Competition Area"), nor shall Employee sellfrozen bakery products of the types sold by the Business as of the Closing Date (the "Restricted Business"); provided, or solicit the sale ofthat Sellers, any services or products related thereto, Xxxxxxx and their affiliates may directly or indirectly, indirectly own in the aggregate up to any of the customers of Employer or any MVB Financial subsidiaries or affiliates. Without limitation of the foregoing, Employee shall not be, or serve as, a proprietor, partner, officer, director, stockholder [except a stockholder of not more than five percent (5%) of the any outstanding stock class of equity securities of any company listed entity engaged in the Restricted Business or any portion thereof in the Non-Competition Area, the equity securities of which are actively traded on a national securities domestic or foreign stock exchange or traded over the counter]in a domestic or foreign over-the-counter market. Notwithstanding any other provision of this Agreement, employee, sales representative nothing in this Agreement shall limit or consultant for any organization, company or business entity of any type which engages restrict in any way Xxxxx Xxxx and certain of its affiliates (other than the U.S. Sellers) from manufacturing, selling, marketing and distributing baking mix and baking ingredient products (x) in the in-store bakery, foodservice and wholesale/retail bakery channels in Canada, (y) for and to The TDL Group Corp. and its affiliates in the continental United States and Puerto Rico and (z) to existing pizza mix customers of Xxxxx Xxxx or its affiliates (other than the U.S. Sellers) in the continental United States and Puerto Rico (but, in the case of this clause (z), only with respect to pizza mix crust products). For purposes of this Agreement, "wholesale/retail bakery" refers to bakeries (in the case of wholesale bakeries) that make and sell to retailers finished bakery goods for resale to consumers or (in the case of retail bakeries) which are stand-alone bakeries not part of a grocery store or other general food or other retailer and the primary business or activity of any nature whatsoever, which is competitive with making and selling to consumers finished bakery goods. For the business avoidance of Employer doubt, "wholesale/retail bakery" shall not include retail grocers, mass merchandisers, club stores or any MVB Financial subsidiaries or affiliates within other retailers that are part of the Restricted Territorytrade channel commonly known as the retail channel. In the event this covenant not to compete shall be deemed by any court or body For further avoidance of competent jurisdiction to be unenforceable doubt, nothing in whole or in part by reason of its extending for too long a period of time, or too great a geographical area or over too great a range of activities, or overly broad in any other respect or for any other reason, then and in such event this Agreement shall be deemed modified and interpreted to extend over only such maximum period restrict Sellers, Xxxxxxx or any of timetheir affiliates from manufacturing, geographical area selling, marketing or range distributing any products in the retail channel, including sales to grocers, mass merchandisers, club stores or any other retailers (other than to the in-store bakery divisions of activities, or otherwise, so as any of the foregoing to render these provisions valid and enforceable, and as so modified, these provisions shall be enforceable and enforced. BY SIGNING THIS AGREEMENT, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT the extent set forth above in clauses (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, and (B)). Nothing in this Agreement shall be deemed to restrict or prohibit Xxxxxxx or any of its affiliates from entering into an agreement (or consummating the transactions contemplated by any such agreement) SPECIAL, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENT, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYERafter Closing with a person engaged in any portion of the Restricted Business relating to the acquisition of Xxxxxxx or any of its affiliates or all or any portion of the equity interests or businesses of such persons or affect such acquiring person's right to continue to conduct Restricted Business after such acquisition.

Covenant Not to Compete. During For the Initial Term or any Renewal Term of this Agreement period from and for after the Restricted PeriodClosing Date through December 31, Employee shall 2008, the Seller will not engage directly or indirectly engage in any place in the world in any business or activity of any nature whatsoever, which is substantially competitive with that the business of Employer or any MVB Financial subsidiaries or affiliates within fifty (50) miles Business conducts as of the places of business of Employer or any MVB Financial subsidiaries or affiliates Closing Date; provided, however, that (i) the “Restricted Territory”Seller may continue its operations at the Lake Charles facility consisxxxx xxth the Lake Charles Agree- ment (anx xx Xxyer breaches its obligation under the Lake Charles Agreement to (A) xxxxxy Lake Charles Green Coke to txx Xxxxxxxx xuring the Contract Period (as "Lake Charles Green Coke", "Cxxxxxxx" xxx "Contract Period" are defined in the Lake Charles Agreement), nor shall Employee sellthe Xxxxxx may procure from its Affiliates or third parties that amount of Lake Charles Green Coke equax xx xxx xxxxerence between the amount of Lake Charles Green Coke requxxxx xx xxx Xalciner and the amount of Lake Charles Green Coke that Xxxxx xxxxxxly supplied to Seller during the relevant portion of the Contract Period, or solicit the sale of, any services or products related thereto, directly or indirectly, to any (B) take delivery of the customers annual GLC Quantity of Employer Calcined Coke during the Tolling Period (as "GLC Quantity", "Calcined Coke" and "Tolling Period" are defined in the Lake Charles Agreement), Selxxx xxx sell to its Affiliates or any MVB Financial subsidiaries or affiliates. Without limitation third parties that amount of Calcined Coke equal to the difference between the GLC Quantity and the Calcined Coke that Buyer actually took delivery of during the relevant portion of the foregoingTolling Period, Employee shall not be(ii) the Seller may perform its obligations under the contracts listed in clauses (i), or serve as, a proprietor, partner, officer, director, stockholder [except a stockholder of not more than five percent (5%ii) and (iii) of the outstanding stock definition of "Retained Contracts" (in accordance with any company listed on limitations or restrictions set forth in the Lake Charles Agreement), (iix) xxx Seller's activities and ownership of the Seller's affiliate's interest in a national securities exchange or traded over calciner in the counter]vicinity of Edmonton, employee, sales representative or consultant for any organization, company or business entity of any type which engages in any business or activity of any nature whatsoever, which is competitive with Alberta are excluded from the business of Employer or any MVB Financial subsidiaries or affiliates within the Restricted Territory. In the event this Seller's covenant not to compete shall be deemed by any compete, and (iv) ownership of a Person who purchases green petroleum coke or calcines petroleum coke for its own use or whose revenues from calcining petroleum coke do not exceed 20% of the Person's revenues is not a breach of this covenant. If the final judgment of a court or body of competent jurisdiction declares that any term or provision of this S ec. 6(e) is invalid or unenforceable, the Parties agree that the court making the determination of invalidity or unenforceability shall have the power to be unenforceable in whole or in part by reason of its extending for too long a period of timereduce the scope, duration, or too great a geographical area of the term or over too great a range of activitiesprovision, to delete specific words or phrases, or overly broad in to replace any other respect invalid or for any other reasonunenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, then and in such event this Agreement shall be deemed modified and interpreted to extend over only such maximum period of time, geographical area or range of activities, or otherwise, so as to render these provisions valid and enforceable, and enforceable as so modified, these provisions shall modified after the expiration of the time within which the judgment may be enforceable and enforced. BY SIGNING THIS AGREEMENT, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, (B) SPECIAL, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENT, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYERappealed.

Covenant Not to Compete. During Employer and Employee acknowledge that, by virtue of Employee’s responsibilities and authority, he shall, during the Initial Term course of his Employment, be instrumental in developing, and shall receive, highly confidential information concerning Employer, its customers, its services, its trade secrets, its proprietary information and other information concerning the business of transporting automobiles and light trucks from the manufacturer to retailers (and related activities) and the logistics business in connection with automobiles and light trucks (all of which is, collectively, referred to as the “Business”), much of which will be unavailable to those in positions of lesser responsibility and authority. Employee further acknowledges that the ability of such information to benefit a competitor or potential competitor of Employer and the Affiliates shall cause irreparable harm, damage and loss to Employer and the Affiliates. To protect Employer from Employee’s using or exploiting this information, Employee agrees that, if the employment relationship between Employee and Employer terminates for any Renewal Term reason whatsoever, then, in such event, for a period of this Agreement and for one (1) year or, in the Restricted Periodcase of Employee’s termination pursuant to Paragraph 9(d) hereof, two (2) years from the date of Employee’s termination of employment, Employee shall not directly serve as general counsel or indirectly engage in a similar capacity for any business other person or activity of any nature whatsoeverentity who engages in the Business in the United States, which is substantially competitive with Canada, Mexico, Brazil, Argentina, the business of Employer United Kingdom or any MVB Financial subsidiaries or affiliates within fifty South Africa (50) miles of the places of business of Employer or any MVB Financial subsidiaries or affiliates (collectively, the “Restricted Territory”), nor and Employee shall Employee sell, or solicit the sale of, any services or products related thereto, not directly or indirectly, to any own, manage, join, control, contract with, be employed by, act in the capacity of the customers of Employer or any MVB Financial subsidiaries or affiliates. Without limitation of the foregoing, Employee shall not be, or serve as, a proprietor, partner, an officer, director, stockholder [except a stockholder trustee, shareholder or partner or consultant, or participate in any manner in the ownership, management, operation, or control of any business or person engaged in the Business in the Restricted Territory; provided, however, Employee shall be permitted to own not more than five percent (5%) of the outstanding stock of any company listed on a national securities exchange corporation required to file reports pursuant to the Securities Exchange Act of 1934. As to the foregoing, Employee acknowledges that he has the ability to earn a comparable income within or traded over the counter], employee, sales representative or consultant for any organization, company or business entity of any type which engages in any business or activity of any nature whatsoever, which is competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within without the Restricted TerritoryTerritory as an attorney for persons or entities not engaged in the Business and that earning a livelihood for clients not engaged in the Business within or without the Restricted Territory would not constitute a hardship or an unreasonable restriction on the Employee or restrict him from earning comparable income. In This Paragraph 16 shall survive the event termination of this covenant not to compete shall be deemed by any court or body of competent jurisdiction to be unenforceable in whole or in part by reason of its extending for too long a period of time, or too great a geographical area or over too great a range of activities, or overly broad in any other respect or for any other reason, then Amended and in such event this Agreement shall be deemed modified and interpreted to extend over only such maximum period of time, geographical area or range of activities, or otherwise, so as to render these provisions valid and enforceable, and as so modified, these provisions shall be enforceable and enforced. BY SIGNING THIS AGREEMENT, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, (B) SPECIAL, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENT, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYERRestated Employment Agreement.

Covenant Not to Compete. During As a material inducement for Buyer to enter into this Agreement, Xxxxxxx Xxxxxxxx covenants and agrees that for a period of three (3) years following the Initial Term Effective Time (the "Non-Competition Period"), he shall not, directly or indirectly own, manage, operate, participate in, produce, represent, distribute and/or otherwise act on behalf of any Renewal Term person, firm, corporation, partnership or other entity which involves digital marketing services (excluding media buying and data services) for non-political customers and non-political campaigns (the "Competitive Business") anywhere in the world (collectively, the "Territory"); or hire any employee or former employee of this Agreement Buyer, the Surviving Company, or Parscale to perform services in or involving the Competitive Business, unless the individual hired shall have departed Buyer's, the Surviving Company's or Parscale's employment at least twelve (12) months prior to the hiring. Xxxxxxx Xxxxxxxx may hire a former employee within (12) months of former employees’ employment upon written consent of the Company. Xxxxxxx Xxxxxxxx further covenants and for agrees that during the Restricted Non-Competition Period, Employee shall he will not directly or indirectly engage in any business solicit or activity agree to service for his benefit or the benefit of any nature whatsoeverthird-party, which any of Parscale’s, Buyer's, or the Surviving Company's customers. Notwithstanding the foregoing, nothing in this Section 2.1 shall prohibit him from owning, managing, operating, participating in the operation of, or advising, consulting or being employed by any entity that is substantially competitive with not involved in the Competitive Business, as long as such activities do not affect any responsibilities of employment or consultation at the Company or its subsidiaries, including the Surviving Company. The Parties agree that Xxxxxxx Xxxxxxxx can continue to provide Facebook marketing and data services to non-political customers and digital marketing services to political clients and for political related campaigns, anywhere in the world. Xxxxxxx Xxxxxxxx acknowledges and agrees that Buyer will expend substantial time, talent, effort and money in marketing, promoting, managing, selling and otherwise exploiting the businesses Buyer and the Surviving Company operate, in part by virtue of Buyer's acquisition of Parscale pursuant to this Agreement, that the Parscale Shareholder is the only shareholder of Parscale, that he is receiving a substantial benefit from the transactions contemplated hereunder and that the benefit received by Buyer and the Parscale Shareholder in agreeing to be bound by this Section 2.1 are a material part of the consideration for the transactions contemplated by this Agreement. The Parties recognize that this Section 2,1 contains conditions, covenants, and time limitations that are reasonably required for the protection of the business of Employer the Surviving Company and Buyer. If any limitation, covenant or any MVB Financial subsidiaries or affiliates within fifty (50) miles of the places of business of Employer or any MVB Financial subsidiaries or affiliates (the “Restricted Territory”), nor shall Employee sell, or solicit the sale of, any services or products related thereto, directly or indirectly, to any of the customers of Employer or any MVB Financial subsidiaries or affiliates. Without limitation of the foregoing, Employee shall not be, or serve as, a proprietor, partner, officer, director, stockholder [except a stockholder of not more than five percent (5%) of the outstanding stock of any company listed on a national securities exchange or traded over the counter], employee, sales representative or consultant for any organization, company or business entity of any type which engages in any business or activity of any nature whatsoever, which is competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within the Restricted Territory. In the event this covenant not to compete condition shall be deemed to be unreasonable and unenforceable by a court or arbitrator of competent jurisdiction, then this Section 2.1 shall thereupon be deemed to be amended to provide modification of such limitation, covenant and/or condition to such extent as the court or arbitrator (as applicable) shall find to be reasonable and such modification shall not affect the remainder of this Agreement. The Parscale Shareholder acknowledges that, in the event the Parscale Shareholder breaches this Agreement, money damages will not be adequate to compensate Buyer for the loss occasioned by such breach. The Parscale Shareholder therefore consents, in the event of such a breach, to the granting of injunctive or other equitable relief against the Parscale Shareholder by any court or body of competent jurisdiction jurisdiction. Notwithstanding anything to be unenforceable in whole the contrary herein, Xxxxxxx Xxxxxxxx may compete with Buyer if the work contracted by Xxxxxxx Xxxxxxxx is subsequently sub-contracted at a market rate to Buyer or in part a subsidiary company owned by reason of its extending for too long a period of time, or too great a geographical area or over too great a range of activities, or overly broad in any other respect or for any other reason, then and in such event this Agreement shall be deemed modified and interpreted to extend over only such maximum period of time, geographical area or range of activities, or otherwise, so as to render these provisions valid and enforceable, and as so modified, these provisions shall be enforceable and enforced. BY SIGNING THIS AGREEMENT, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, (B) SPECIAL, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENT, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYERBuyer.

Covenant Not to Compete. During For the Initial Term or any Renewal Term purposes of this Agreement Section 9.1, ----------------------- the term "Territory" shall mean the States of Delaware, Arizona, Arkansas, --------- California, the District of Columbia, Florida, Georgia, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maryland, Michigan, Minnesota, Missouri, Nebraska, North Carolina, North Dakota, Ohio, Oklahoma, Pennsylvania, South Carolina, South Dakota, Texas, Virginia, West Virginia and for Wisconsin. Sellers and Xxxxxx acknowledge and agree that the Restricted Period, Employee shall not directly Xxxxx Entities' reputation and goodwill are an integral part of its business success throughout the Territory. If Buyer is deprived of any of the Xxxxx Entities' goodwill or indirectly engage if Sellers or Xxxxxx in any business or activity of any nature whatsoevermanner utilizes such reputation and goodwill in competition with Buyer in the Territory, which is substantially competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within fifty (50) miles Buyer will be deprived of the places benefits it has bargained for pursuant to this Agreement. This covenant is necessary to transfer the Business and goodwill of business the Business to Buyer effectively. Accordingly, as an inducement for Buyer to enter into this Agreement, Sellers and Xxxxxx agree that for a period of Employer or any MVB Financial subsidiaries or affiliates eight (8) years after the “Restricted Territory”)Closing, nor Sellers and Xxxxxx shall Employee sellnot, or solicit the sale of, any services or products related theretowithout Buyer's prior written consent, directly or indirectly, to any of own, manage, operate, join, control or participate in the customers of Employer ownership, management, operation or any MVB Financial subsidiaries or affiliates. Without limitation of the foregoing, Employee shall not becontrol of, or serve asbe connected as a director, a proprietorofficer, employee, partner, officerconsultant or otherwise with, directorany Person in the Territory (other than Freedom Card Systems, stockholder [except a stockholder Inc. solely with respect to its business as conducted as of the date hereof), which, directly or indirectly, competes with the Business, as operated as of the date hereof, provided that the foregoing shall not more than five percent (5%) preclude any Seller or Xxxxxx from owning up to 2% of the outstanding stock debt or equity securities of any company listed on a national securities exchange or publicly-traded over the counter], employee, sales representative or consultant for any organization, company or business entity of any type which engages in any business or activity of any nature whatsoever, which is competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within the Restricted Territory. In the event this covenant not to compete shall might be deemed by any court or body of competent jurisdiction to be unenforceable in whole or in part by reason of its extending for too long a period of time, or too great a geographical area or over too great a range of activities, or overly broad in any other respect or for any other reason, then and in such event this Agreement shall be deemed modified and interpreted to extend over only such maximum period of time, geographical area or range of activities, or otherwise, so as to render these provisions valid and enforceable, and as so modified, these provisions shall be enforceable and enforced. BY SIGNING THIS AGREEMENT, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, (B) SPECIAL, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENT, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYERcompete.

Covenant Not to Compete. During (a) Seller agrees that during the Initial Term Seller Non-Compete Period, neither Seller nor any of its controlled Affiliates shall engage, manage, operate or have any ownership interest in any firm, corporation, partnership, proprietorship or other business entity that engages in, manages or operates a business that competes with the Business (each, a “Competing Business”) anywhere in the world; provided, however, that it shall not be a violation of this Section 5.14(a) for Seller or any Renewal Term of this Agreement and for the Restricted Period, Employee shall not directly or indirectly engage in any business or activity of any nature whatsoever, which is substantially competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within fifty its controlled Affiliates (50i) miles of the places of business of Employer or any MVB Financial subsidiaries or affiliates (the “Restricted Territory”), nor shall Employee sell, or solicit the sale of, any services or products related theretoto own, directly or indirectly, to any of the customers of Employer or any MVB Financial subsidiaries or affiliates. Without limitation of the foregoingsolely as an investment, Employee shall not be, or serve as, a proprietor, partner, officer, director, stockholder [except a stockholder of not more than five percent (5%) of the outstanding stock securities of any company listed Person that are traded on a national securities exchange or traded over the counter]Nasdaq Stock Market (or a recognized securities exchange outside the U.S.) if Seller or any of its controlled Affiliates (x) is not a controlling Person or a member of a group that controls such Person and (y) does not, employeedirectly or indirectly, sales representative own more than 5% or consultant for more of the voting securities of such Person, (ii) to acquire, directly or indirectly, the equity or assets of, or otherwise become affiliated with or participate in, any organizationenterprise engaged in a Competing Business if Seller shall use reasonable efforts to divest, company or business entity of any type which engages as soon as reasonably practicable (and in any business or activity event within eighteen (18) months after the closing date of any nature whatsoeversuch acquisition, which is competitive with its interest in such enterprise relating to the business Competing Business), (iii) to continue operating existing lines of Employer business, other than the Business, or any MVB Financial subsidiaries of the Excluded Assets or affiliates within (iv) to perform the Restricted Territoryactivities contemplated by the Ancillary Agreements. In None of the event provisions of this covenant not Section 5.14(a) shall operate to compete prohibit, hinder, impede or restrict from engaging in a Competing Business in any way, any Person which by way of takeover, acquisition, merger, combination or similar transaction acquires a controlling or significant interest in Seller or any of its Affiliates (provided that Seller and its controlled Affiliates as of the date of such transactions shall be deemed by any court or body of competent jurisdiction continue to be unenforceable in whole or in part by reason subject to the provisions of its extending for too long a period of time, or too great a geographical area or over too great a range of activities, or overly broad in this Section 5.14(a) after any other respect or for any other reason, then and in such event this Agreement shall be deemed modified and interpreted to extend over only such maximum period of time, geographical area or range of activities, or otherwise, so as to render these provisions valid and enforceable, and as so modified, these provisions shall be enforceable and enforced. BY SIGNING THIS AGREEMENT, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, (B) SPECIAL, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENT, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYERtransaction).

Covenant Not to Compete. During Executive agrees that if, and only if, (i) Executive is terminated by Employer with Cause; (ii) Executive resigns without Good Reason from his employment with Employer; or (iii) on or after a Change in Control, Executive is terminated without Cause or resigns for Good Reason and receives a CIC Lump Sum Payment; then for a period of twelve (12) months from the Initial Term or any Renewal Term of this Agreement and for the Restricted Perioddate when Executive’s employment with Employer ends, Employee he shall not directly (a) become employed or indirectly engage in any business or activity of any nature whatsoever, which is substantially competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within fifty (50) miles of the places of business of Employer or any MVB Financial subsidiaries or affiliates (the “Restricted Territory”), nor shall Employee sell, or solicit the sale of, any services or products related theretoretained by, directly or indirectly, any bank or other regulated financial services institution with an office or operating branch in any county in New Jersey within which TRCB or any other then existing subsidiary of TRB maintains an office or branch, which bank or institution (i) directly competes with TRCB or any other then existing subsidiary of TRB, and (ii) could reasonably be expected to materially adversely affect the revenues generated by TRCB or any other then existing subsidiary of TRB, or (b) solicit, entice or induce any person who, at any time during the customers one year period through such date was, or at any time during the period of twelve (12) months from the date when Executive’s employment with Employer ends is, either an employee of Employer in a senior managerial, operational or lending capacity, or a highly skilled employee with access to and responsibility for any confidential information, to become employed or engaged by Executive or any MVB Financial subsidiaries or affiliates. Without limitation of the foregoingperson, Employee shall not be, or serve as, a proprietor, partner, officer, director, stockholder [except a stockholder of not more than five percent (5%) of the outstanding stock of any company listed on a national securities exchange or traded over the counter], employee, sales representative or consultant for any organizationfirm, company or business entity association in which Executive has an interest; approach any such person for any such purpose; or authorize or knowingly approve the taking of any type which engages in any business or activity of any nature whatsoever, which is competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within the Restricted Territory. In the event this covenant not to compete shall be deemed such actions by any other person or entity. Executive acknowledges that the terms and conditions of this restrictive covenant are reasonable and necessary to protect TRB, its subsidiaries, and its affiliates, and that Employer’s tender of performance under this Agreement, including the payment of the CIC Lump Sum Payment, is fair, adequate and valid consideration in exchange for his promises under this Section 15 of this Agreement. Executive further acknowledges that his knowledge, skills and abilities are sufficient to permit him to earn a satisfactory livelihood without violating the provisions of this Section 15. Executive agrees that, should Employer reasonably conclude that Executive has failed to fully comply with all of the terms of this Section 15, Employer may apply to a court or body of competent jurisdiction for such equitable relief as Employer believes to be unenforceable in whole or in part by reason of its extending for too long a period of time, or too great a geographical area or over too great a range of activities, or overly broad in any other respect or for any other reason, then necessary and in such event this Agreement shall be deemed modified and interpreted to extend over only such maximum period of time, geographical area or range of activities, or otherwise, so as to render these provisions valid and enforceableeffective, and may pursue a claim against Executive for damages. Executive further agrees that Executive shall reimburse Employer for all legal fees incurred by Employer in (i) applying for and securing such equitable relief as so modifiedis granted under the preceding sentence, these provisions shall be enforceable and enforced. BY SIGNING THIS AGREEMENT, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (Aii) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, (B) SPECIAL, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENT, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYERasserting and pursuing a claim for damages under the preceding sentence which is adjudicated wholly or partially in favor of Employer.

Covenant Not to Compete. During the Initial Term or any Renewal Term of this Agreement and Seller agrees that for the Restricted Period, Employee shall not directly or indirectly engage in any business or activity of any nature whatsoever, which is substantially competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within fifty (50) miles of the places of business of Employer or any MVB Financial subsidiaries or affiliates (the “Restricted Territory”), nor shall Employee sell, or solicit the sale of, any services or products related thereto, directly or indirectly, to any of the customers of Employer or any MVB Financial subsidiaries or affiliates. Without limitation of the foregoing, Employee shall not be, or serve as, a proprietor, partner, officer, director, stockholder [except a stockholder of not more than five percent (5%) of the outstanding stock of any company listed on a national securities exchange or traded over the counter], employee, sales representative or consultant for any organization, company or business entity of any type which engages in any business or activity of any nature whatsoever, which is competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within the Restricted Territory. In the event this covenant not to compete shall be deemed by any court or body of competent jurisdiction to be unenforceable in whole or in part by reason of its extending for too long a period of time3 ----------------------- years following the Closing Date, or too great a geographical area or over too great a range of activitiesSeller shall not, or overly broad in any other respect either for itself or for any other reasonPerson controlled by it, then without the prior written consent of Buyer, engage in the Business anywhere in the United States and Canada (the "Restricted ---------- Business"); provided that, notwithstanding the foregoing, Seller may (i) -------- -------- ---- hereafter purchase, or otherwise become affiliated with or participate in, any enterprise engaged in the Restricted Business if less than 20% of the aggregate gross revenues of such enterprise for its most recently completed fiscal year were derived from the Restricted Business (and Seller may hereafter acquire a controlling interest in any enterprise that is engaged in the Restricted Business, even if more than 20% of the aggregate gross revenues of such enterprise for its most recently completed fiscal year were derived from the Restricted Business, so long as Seller shall use reasonable efforts to divest, as soon as reasonably practicable, a portion of its interest in such event enterprise relating to the Restricted Business such that the 20% gross revenues test set forth above would not be exceeded after giving effect to such divestiture), (ii) hereafter own, operate, acquire or otherwise become affiliated with or participate in any wholesale or retail grocery business, any grocery distribution business or any foodservice distribution business which is not engaged in the manufacture of bagels, (iii) engage in any joint marketing, promotion or in-store merchandizing program for any of Seller's products or any products produced by or for any Person, and (iv) perform its obligations under the Transition Services Agreement. Notwithstanding the foregoing, nothing in this Agreement Section 5(d) shall be deemed modified and interpreted to extend over only such maximum period prohibit Seller from leasing, renting, ------------ selling or otherwise disposing of time, geographical area or range of activities, or otherwise, so as to render these provisions valid and enforceable, and as so modified, these provisions shall be enforceable and enforced. BY SIGNING THIS AGREEMENT, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, (B) SPECIAL, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENT, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYERany Excluded Assets.

Covenant Not to Compete. During NO SOLICITATION AND NO HIRING Sellers covenant and agree that for a period of thirty-six (36) months following the Initial Term First Stage Closing Date, except as required or permitted by the Collateral Agreements listed in Sections 5.11(c) and 5.11(e) hereof, none of the Sellers or their subsidiaries shall, directly or indirectly (and Sellers will use their commercially reasonable efforts to cause their respective Affiliates not to), (i) engage in, control, advise, manage, serve as a director, officer, or employee of, act as a consultant to, receive any Renewal Term economic benefit from (other than any economic benefit from the C III LLC Agreement) or exert any influence upon, any business which conducts the same activities as those conducted by the Business (individually and collectively "Compete"), except the delivery of products and services to the Buyers under the Collateral Agreements and the conduct of the Retained Business, within the continental United States (the "Territory"); or (ii) solicit, divert or attempt to solicit or divert any party who is, was, or was solicited to become, a customer or supplier of the Business at any time prior to the Second Stage Closing Date, except solely the attempted solicitation or solicitation of any such customer or supplier to become a customer or supplier of a business that does not Compete with the Business, except the delivery of products and services to the Buyers under the Collateral Agreements and the conduct of the Retained Business, within the Territory. For a period of thirty-six (36) months following the Second Stage Closing Date, neither Sellers nor their respective Affiliates (other than any directors, officers or employees of Sellers provided not in their capacity as such) shall directly or indirectly solicit for employment or hire as an employee or consultant, any of the Transferred Employees or other employees of Buyers or its Affiliates engaged in the Business unless such employee's employment is earlier terminated by Buyers. For the avoidance of doubt, neither the covenant in this Section nor the Sellers' Parent's Non-Competition and Confidentiality Agreement shall prohibit Sellers' Parent or its Affiliates from continuing to conduct their respective businesses described on Schedule 5.8. For a period of twelve (12) months following the Second Stage Closing Date, Buyers and for the Restricted Period, Employee their Affiliates shall not directly or indirectly engage in solicit for employment or hire as an employee or consultant, any business employee (other than a Transferred Employee) who works for Sellers or activity of any nature whatsoever, which their respective Affiliates unless such employee's employment is substantially competitive with the business of Employer earlier terminated by Sellers or any MVB Financial subsidiaries or affiliates within fifty (50) miles of the places of business of Employer or any MVB Financial subsidiaries or affiliates (the “Restricted Territory”), nor shall Employee sell, or solicit the sale of, any services or products related thereto, directly or indirectly, to any of the customers of Employer or any MVB Financial subsidiaries or affiliatestheir respective Affiliates. Without limitation of Notwithstanding the foregoing, Employee this Section 5.8 shall not be, prevent Buyers or serve as, a proprietor, partner, officer, director, stockholder [except a stockholder Sellers (or any of their respective Affiliates or any Person acting on their behalf) from conducting general searches for employees by use of advertisements or the media that are not more than five percent (5%) directly targeted at the employees of the outstanding stock of any company listed on a national securities exchange or traded over the counter], employee, sales representative or consultant for any organization, company or business entity of any type which engages in any business or activity of any nature whatsoever, which is competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within the Restricted Territory. In the event this covenant not to compete shall be deemed by any court or body of competent jurisdiction to be unenforceable in whole or in part by reason of its extending for too long a period of time, or too great a geographical area or over too great a range of activities, or overly broad in any other respect or for any other reason, then and in such event this Agreement shall be deemed modified and interpreted to extend over only such maximum period of time, geographical area or range of activities, or otherwise, so as to render these provisions valid and enforceable, and as so modified, these provisions shall be enforceable and enforced. BY SIGNING THIS AGREEMENT, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, (B) SPECIAL, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENT, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYERparty.

Covenant Not to Compete. During For a period expiring twenty-four (24) months after his termination of employment, Cook shall not: (1) directly, indirectly or otherwise, own, manage, xxxxate, control, serve as a consultant to, be employed by, participate in or be connected, in any manner, with the Initial Term ownership, management, operation or control of any business that competes with Penford or any Renewal Term of this Agreement and for its Affiliates or that is engaged in any type of business that, during the Restricted Periodpast twelve months, Employee shall not Penford has or had active plans to develop; (2) hire, offer to hire, entice away or in any other manner persuade or attempt to persuade any officer, employee or agent of Penford or any of its Affiliates to alter or discontinue his or her relationship with Penford or its affiliate or to do any act that is inconsistent with the interests of Penford or any of its Affiliates; (3) directly or indirectly engage solicit, divert, take away or attempt to solicit, divert or take away any customers or business of Penford or any of its Affiliates; or (4) directly or indirectly solicit, divert, or in any business other manner persuade or activity attempt to persuade any supplier of any nature whatsoever, which is substantially competitive with the business of Employer Penford or any MVB Financial subsidiaries of its Affiliates to alter or affiliates within fifty (50) miles of the places of business of Employer discontinue its relationship with Penford or any MVB Financial subsidiaries of its Affiliates. Businesses that are deemed to compete with Penford include, without limitation, businesses engaged in the manufacture or affiliates (the “Restricted Territory”)distribution of starch-based specialty chemicals and food ingredients. Notwithstanding Cook's obligations under this Section 10, nor Cook shall Employee sellbe entitled to xxx, or solicit the sale ofxs a passive investor, any services or products related thereto, directly or indirectly, up to any of the customers of Employer or any MVB Financial subsidiaries or affiliates. Without limitation of the foregoing, Employee shall not be, or serve as, a proprietor, partner, officer, director, stockholder [except a stockholder of not more than five percent perxxxx (5%) of any publicly traded company without violating this provision. This provision is in addition to any obligation Cook has under his Proprietary Information Agreement. Penford anx Xxok agree that the outstanding stock provisions of any company listed this Section 10 do not impose an uxxxx hardship on a national securities exchange or traded over Cook and are not injurious to the counter], employee, sales representative or consultant for any organization, company or business entity of any type which engages in any business or activity of any nature whatsoever, which is competitive with public; that these provisions are xxxxssary to protect the business of Employer or any MVB Financial subsidiaries or affiliates within Penford and its Affiliates; that Penford would not enter into this Agreement, if Cook did not agree to the Restricted Territory. In provisions of this Section 10; that the event scxxx of this covenant not to compete shall be deemed by any court or body Section 10 is reasonable in terms of competent jurisdiction to be unenforceable in whole or in part by reason length of its extending for too long a period of timetime and geographic scope; and that adequate consideration supports this Section 10, or too great a geographical area or over too great a range of activities, or overly broad in any other respect or for any other reason, then and in such event this Agreement shall be deemed modified and interpreted to extend over only such maximum period of time, geographical area or range of activities, or otherwise, so as to render these provisions valid and enforceable, and as so modified, these provisions shall be enforceable and enforced. BY SIGNING THIS AGREEMENT, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, (B) SPECIAL, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENT, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYERincluding consideration herein.

Covenant Not to Compete. During (a) Seller agrees that for a period of two (2) years from and after the Initial Term date hereof (the "Non-Compete Period"), Seller shall not and shall cause its subsidiaries or any Renewal Term of this Agreement and for affiliates over which Seller has the Restricted Period, Employee shall not directly or indirectly engage in any business or activity of any nature whatsoever, which is substantially competitive with right to determine the business of Employer or any MVB Financial subsidiaries or affiliates within fifty (50) miles of the places kinds of business of Employer or any MVB Financial subsidiaries or in which such affiliates are involved (the “Restricted Territory”)"Controlled Affiliates") not to (i) own, nor shall Employee sellacquire, manage, operate, control or solicit participate in the sale ofownership, any services management, operation or products related thereto, directly or indirectly, to any of the customers of Employer or any MVB Financial subsidiaries or affiliates. Without limitation of the foregoing, Employee shall not be, or serve as, a proprietor, partner, officer, director, stockholder [except a stockholder of not more than five percent (5%) of the outstanding stock control of any company listed on or other entity (in each case, a national securities exchange or traded over the counter]"Competing Entity"), employee, sales representative or consultant for any organization, company or business entity of any type which engages in any business or activity of any nature whatsoeverthe following businesses, which is competitive with in each case, in the business of Employer or any MVB Financial subsidiaries or affiliates within the Restricted Territory. In the event this covenant not to compete shall be deemed by any court or body of competent jurisdiction to be unenforceable in whole or in part by reason of its extending for too long a period of timeUnited States, or too great a geographical area or over too great a range of activities, or overly broad in any other respect or for any other reason, then and in such event this Agreement shall be deemed modified and interpreted to extend over only such maximum period of time, geographical area or range of activities, or otherwise, so as to render these provisions valid and enforceable, and as so modified, these provisions shall be enforceable and enforced. BY SIGNING THIS AGREEMENT, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOFdistributing books and reference materials in print that compete with those currently distributed by PRI for distribution to libraries and schools, (B) SPECIALpublishing books in print that compete with those currently published by Xxxxxx Xxxxxxx, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENTInc. for distribution to school libraries, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDEDpublishing an annual general interest almanac for consumers, HOWEVER(D) publishing assessment test materials in print which are targeted to elementary and secondary school students who are in the lower fiftieth percentile of achievement, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(Band which compete with the assessment test materials published by AGS and its Subsidiaries, or (E) OR 5(Dpublishing print periodicals and supplemental educational materials in print, in each case, sold on an annual subscription basis to teachers, schools, or school districts for in-school distribution to grades Kindergarten through 12, and which compete with those published by WRC and its Subsidiaries (any of the foregoing is hereinafter referred to as a "Competing Publication or Product Line"), (ii) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYERsolicit or hire any Company Employee (or any employee employed by any of the Companies as of the date hereof), except for Company Employees (or any employees employed by any of the Companies as of the date hereof) who (A) are fired or otherwise involuntarily terminated by Purchaser or any Company or (B) respond to a general advertisement for employment, provided that in the case of clause (B) Seller shall not subsequently hire any such Company Employee (or any employee employed by any of the Companies as of the date hereof) if such Company Employee (or any employee employed by any of the Companies as of the date hereof) is other than a secretarial or administrative level employee unless such Company Employee (or any employee employed by any of the Companies as of the date hereof) is fired or otherwise involuntarily terminated by Purchaser or any Company and (iii) disclose or furnish to any other Person any confidential information relating to the Companies which Seller or its subsidiaries possess as of the Closing other than (A) as required by law or legal process or (B) if such information is generally available to the public prior to the Closing or thereafter (except as a result of a disclosure in violation of this clause (iii)).

Covenant Not to Compete. During Loscalzo and WL each acknowledge that, as of the Initial Term or any Renewal Term of this Agreement and for date hereof: (a) the Restricted Period, Employee shall not directly or indirectly engage Xxxxxxx is engaged in any business or activity of any nature whatsoever, which is substantially competitive with the business of Employer developing and providing educational programs for the accounting, engineering, legal and other professions, various market segments, such as financial services, insurance and pharmaceuticals, and compliance and ethics programs for the general corporate market (the "Competitive Business"); (b) the Competitive Business is currently conducted, or any MVB Financial subsidiaries or affiliates within fifty proposed to be conducted, throughout the United States (50the "Restricted Area"); and (c) miles the agreements and covenants contained in this Section 6.04 are essential to protect the business and goodwill of the places Company which business and goodwill are being acquired by SmartPros hereunder in exchange for the Consideration. Accordingly, each of business Loscalzo and WL agrees that for a period of Employer or any MVB Financial subsidiaries or affiliates ten (10) years from and axxxx xxx Closing Date (the “"Restricted Territory”Period"), nor shall Employee sell, she or solicit the sale of, any services or products related theretohe will not, directly or indirectly, in the Restricted Area, otherwise than as an employee of or consultant to any of the customers of Employer Company: (x) engage or any MVB Financial subsidiaries or affiliates. Without limitation of participate in the foregoing, Employee shall not beCompetitive Business; (y) enter the employ of, or serve asrender any services (whether or not for a fee or other compensation) to, any person or entity engaged in the Competitive Business; or (z) acquire an equity interest in any person engaged in the Competitive Business; provided that Loscalzo and WL may each own, directly or indirectly, solely as a proprietorpaxxxxx xxvestment, partner, officer, director, stockholder [except a stockholder of not more than five percent (5%) percent of the outstanding stock securities of any company listed traded on a any national securities exchange or traded over on the counter]National Association of Securities Dealers Automated Quotation System. Notwithstanding the foregoing, employeeneither Loscalzo nor WL shall be deemed to be engaging in a Competitive Busixxxx xxxing the Restricted Period by (i) teaching accounting or accounting-related subject matter or performing accounting-related research or writing at a college, sales representative university or consultant other secondary level educational institution, (ii) writing occasional articles on the topic of accounting or related subject matter for any organizationdissemination in journals, company magazines and other media intended for general circulation or business entity circulation within the accounting profession generally, or (iii) practicing traditional accounting, including the rendering of audit and attest services, tax and forensic accounting, and related consulting services; PROVIDED, HOWEVER, being employed or retained by an academic institution or other employer that has a division or branch that engages in a Competitive Business shall not alone be deemed a violation of this Section 6.04, so long as the Executive does not personally participate or otherwise engage in the Competitive Business or work in or assist the division or branch that engages in the Competitive Business. Loscalzo and WL each acknowledge that a violation of any type which engages of txx xxxxxants contained in this Section 6.04 may cause irreparable injury to SmartPros and that money damages would not provide an adequate remedy to SmartPros, and therefore, SmartPros shall, in addition to, and not in lieu of, any business other rights and remedies available to any of them under law or activity in equity, have the right and remedy to have the covenant set forth in this Section 6.04 specifically enforced by any court of any nature whatsoever, which is competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within the Restricted Territorycompetent jurisdiction. In the event the covenants contained in this covenant not to compete shall Section 6.04 should be deemed held by any court or body of competent jurisdiction other duly constituted judicial authority to be void or otherwise unenforceable in whole any particular jurisdiction or in part by reason of its extending for too long a with respect to any particular activity or with respect to the period of time, or too great a geographical area or over too great a range of activities, or overly broad in any other respect or for any other reasonrestraint, then and in such event this Agreement covenants so affected shall be deemed to have been amended and modified and interpreted to extend over only such maximum period of time, geographical area or range of activities, or otherwise, so as to render these provisions valid and enforceableeliminate therefrom the particular jurisdiction or activity as to which such covenants are so held to be void or otherwise unenforceable or to reduce the period of restraint, and, as so modified and as so modifiedto all other jurisdictions and activities covered hereby, these the terms and provisions hereof shall be enforceable remain in full force and enforced. BY SIGNING THIS AGREEMENT, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, (B) SPECIAL, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENT, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYEReffect.

Covenant Not to Compete. During Employer and Employee acknowledge that, by virtue of Employee's responsibilities and authority, he shall, during the Initial Term course of his Employment, be instrumental in developing, and shall receive, highly confidential information concerning Employer, its customers, its services, its trade secrets, its proprietary information and other information concerning the business of transporting automobiles and light trucks from the manufacturer to retailers (and related activities) and the logistics business in connection with automobiles and light trucks (all of which is, collectively, referred to as the "Business"), much of which will be unavailable to those in positions of lesser responsibility and authority. Employee further acknowledges that the ability of such information to benefit a competitor or potential competitor of Employer and the Affiliates shall cause irreparable harm, damage and loss to Employer and the Affiliates. To protect Employer from Employee's using or exploiting this information, Employee agrees that, if the employment relationship between Employee and Employer terminates for any Renewal Term reason whatsoever, then, in such event, for a period of this Agreement one (1) year or, in the case of Employee's termination pursuant to Paragraph 9(d) hereof, two (2) years from the date of Employee's termination of employment, Employee shall not serve as general counsel or in a similar capacity for any other person or entity who engages in the Business in the United States, Canada, Mexico, Brazil, Argentina, the United Kingdom or South Africa (collectively, the "Restricted Territory"), and for the Restricted Period, Employee shall not directly or indirectly engage in any business or activity of any nature whatsoever, which is substantially competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within fifty (50) miles of the places of business of Employer or any MVB Financial subsidiaries or affiliates (the “Restricted Territory”), nor shall Employee sell, or solicit the sale of, any services or products related thereto, directly or indirectly, to any own, manage, join, control, contract with, be employed by, act in the capacity of the customers of Employer or any MVB Financial subsidiaries or affiliates. Without limitation of the foregoing, Employee shall not be, or serve as, a proprietor, partner, an officer, director, stockholder [except a stockholder trustee, shareholder or partner or consultant, or participate in any manner in the ownership, management, operation, or control of any business or person engaged in the Business in the Restricted Territory; provided, however, Employee shall be permitted to own not more than five percent (5%) of the outstanding stock of any company listed on a national securities exchange corporation required to file reports pursuant to the Securities Exchange Act of 1934. As to the foregoing, Employee acknowledges that he has the ability to earn a comparable income within or traded over the counter], employee, sales representative or consultant for any organization, company or business entity of any type which engages in any business or activity of any nature whatsoever, which is competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within without the Restricted TerritoryTerritory as an attorney for persons or entities not engaged in the Business and that earning a livelihood for clients not engaged in the Business within or without the Restricted Territory would not constitute a hardship or an unreasonable restriction on the Employee or restrict him from earning comparable income. In This Paragraph 16 shall survive the event termination of this covenant not to compete shall be deemed by any court or body of competent jurisdiction to be unenforceable in whole or in part by reason of its extending for too long a period of time, or too great a geographical area or over too great a range of activities, or overly broad in any other respect or for any other reason, then and in such event this Agreement shall be deemed modified and interpreted to extend over only such maximum period of time, geographical area or range of activities, or otherwise, so as to render these provisions valid and enforceable, and as so modified, these provisions shall be enforceable and enforced. BY SIGNING THIS AGREEMENT, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, (B) SPECIAL, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENT, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYERAgreement.

Covenant Not to Compete. (a) During the Initial Term or any Renewal Term period commencing on the date hereof and continuing until the expiration of this Agreement and for one (1) year from the Restricted Period, Employee shall not directly or indirectly engage in any business or activity of any nature whatsoever, date on which is substantially competitive the Coworker’s employment with the business of Employer or any MVB Financial subsidiaries or affiliates within fifty (50) miles of the places of business of Employer or any MVB Financial subsidiaries or affiliates Company terminates (the “Restricted TerritoryPeriod”), nor the Coworker shall Employee sellnot, without the prior written consent of the Company, which consent the Company may grant or solicit the sale of, any services or products related theretowithhold in its sole discretion, directly or indirectly, for their own account or the account of others, in any geographic areas in which Coworker provided services to any of the customers of Employer or any MVB Financial subsidiaries or affiliates. Without limitation of the foregoing, Employee shall not beCompany, or serve asabout which Coworker obtained Proprietary Information, a proprietoras an employee, consultant, partner, officer, director, director or stockholder [except (other than a stockholder holder of not more less than five percent (5%) of the issued and outstanding stock or other equity securities of any company listed on a national an issuer whose securities exchange or traded over the counter], employee, sales representative or consultant for any organization, company or business entity of any type which engages in any business or activity of any nature whatsoever, which is competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within the Restricted Territory. In the event this covenant not to compete shall be deemed by any court or body of competent jurisdiction to be unenforceable in whole or in part by reason of its extending for too long a period of time, or too great a geographical area or over too great a range of activities, or overly broad in any other respect or for any other reason, then and in such event this Agreement shall be deemed modified and interpreted to extend over only such maximum period of time, geographical area or range of activitiesare publicly traded), or otherwise, so engage in the importing, production, marketing, sale or distribution to distributors of any beer, malt beverage, hard cider or other product produced by the Company at any time during the Coworker’s tenure with the Company, excluding distilled spirits, (i) which is either produced outside of the United States and imported into the United States or produced within the United States and (ii) which has a wholesale price within twenty-five (25%) of the wholesale price of any of the Company’s products, including but not limited to products marketed under the trade names XXXXXX XXXXX, TWISTED TEA, ANGRY ORCHARD, TRULY, DOGFISH HEAD and such other trade names as the Company may use to render these provisions valid market its products during the Coworker’s employment with the Company. The Coworker acknowledges that they have read and enforceableunderstands this provision, and as so modifiedthat they have agreed to it knowingly and voluntarily, these provisions in order to obtain the benefits provided to Coworker by the Company. Notwithstanding the foregoing, in the event that you breach your fiduciary duty to the Company, and/or you have unlawfully taken, physically or electronically, property belonging to the Company, the Restricted Period shall be enforceable and enforced. BY SIGNING THIS AGREEMENT, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT twenty-four (A24) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, (B) SPECIAL, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENT, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYER.months from the date of your employment termination

Covenant Not to Compete. During The Employee expressly acknowledges that (i) the Initial Term Company is and will be engaged in the manufacture of adhesives, sealants and coatings; (ii) the Employee is one of a limited number of persons who has extensive knowledge and expertise relevant to the businesses of the Company, its Subsidiaries and their Affiliates; (iii) the Employee's performance of his services for the Company hereunder will afford him full and complete access to and cause him to become highly knowledgable about the Company's, its Subsidiaries' and their Affiliates' Confidential Information; (iv) the agreements and covenants contained in this Section 4.5 are essential to protect the business and goodwill of the Company, its Subsidiaries and their Affiliates because, if the Employee enters into any activities competitive with the businesses of the Company, its Subsidiaries and their Affiliates, he will cause substantial harm to the Company or any Renewal Term its Subsidiaries and Affiliates; and (v) his covenants to the Company, its Subsidiaries and their Affiliates set forth in this Section 4.5 are being made in partial consideration of this Agreement the Company's grant of the Option to him. Accordingly, the Employee hereby agrees that while he is employed by the Company hereunder and for the Restricted Periodone (1) year period thereafter (the "NON-COMPETITION PERIOD"), Employee he shall not directly or indirectly engage own any interest in, invest in, lend to, borrow from, manage, control, participate in, consult with, become employed by, render services to, or in any business or activity of any nature whatsoever, which is substantially competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within fifty (50) miles of the places of business of Employer or any MVB Financial subsidiaries or affiliates (the “Restricted Territory”), nor shall Employee sell, or solicit the sale ofother manner whatsoever engage in, any services or products related thereto, directly or indirectly, to any of the customers of Employer or any MVB Financial subsidiaries or affiliates. Without limitation of the foregoing, Employee shall not be, or serve as, a proprietor, partner, officer, director, stockholder [except a stockholder of not more than five percent (5%) of the outstanding stock of any company listed on a national securities exchange or traded over the counter], employee, sales representative or consultant for any organization, company or business entity of any type which engages in any business or activity of any nature whatsoever, which is competitive with any business actively being engaged in by the Company, its Subsidiaries and their Affiliates or actively (and demonstrably) being considered by the Company, its Subsidiaries and their Affiliates for entry into on the date of the termination of the Employment Period, within any states or geographical regions in which any such business is being conducted or in which the Company, its Subsidiaries and their Affiliates is or are actively (and demonstrably) considering engaging in on the date of Employer or any MVB Financial subsidiaries or affiliates within the Restricted Territorytermination of the Employment Period. In The preceding to the event this covenant not to compete contrary notwithstanding, the Employee shall be deemed by free to make investments in the publicly traded securities of any court or body corporation, provided that such investments do not amount to more than 1% of competent jurisdiction to be unenforceable in whole or in part by reason the outstanding securities of its extending for too long a period any class of time, or too great a geographical area or over too great a range of activities, or overly broad in any other respect or for any other reason, then and in such event this Agreement shall be deemed modified and interpreted to extend over only such maximum period of time, geographical area or range of activities, or otherwise, so as to render these provisions valid and enforceable, and as so modified, these provisions shall be enforceable and enforced. BY SIGNING THIS AGREEMENT, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, (B) SPECIAL, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENT, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYERcorporation.

Covenant Not to Compete. During Crumxxxx xxxnowledges that as long as Crumxxxx xx employed by CCAi, Crumxxxx'x xxxess to the Initial Term or any Renewal Term Confidential Information will enable Crumxxxx xx benefit from CCAi's goodwill and know-how. To protect these vital interests of CCAi, Crumxxxx xxxees that as long as this Agreement is in effect and for a period of two years following the termination of Crumxxxx'x xxxloyment, Crumxxxx xxxl not, without the prior written consent of CCAi, except as set forth in Section 3.2 of this Agreement and for the Restricted Period, Employee shall not directly or indirectly engage in any business or activity of any nature whatsoever, which is substantially competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within fifty (50) miles of the places of business of Employer or any MVB Financial subsidiaries or affiliates (the “Restricted Territory”), nor shall Employee sell, or solicit the sale of, any services or products related theretoAgreement, directly or indirectly, to any of the customers of Employer or any MVB Financial subsidiaries or affiliates. Without limitation of the foregoingas a shareholder, Employee shall not be, or serve as, a proprietor, partnerdirector, officer, director, stockholder [except a stockholder of not more than five percent (5%) of the outstanding stock of any company listed on a national securities exchange or traded over the counter], employee, sales representative agent or consultant for any organizationconsultant, company (a) invest or business entity of any type which engages engage in any business or activity of any nature whatsoever, which is competitive with that of CCAi or accept employment with or render services to a competitor of CCAi or take any action inconsistent with the relationship of an employee to CCAi; (b) solicit sales of, or sell or deliver, any product or system of a competitor of CCAi that is of the kind and character manufactured, sold or distributed by CCAi to any person, firm or corporation called upon or served by Crumxxxx xx behalf of CCAi; (c) solicit or divert from CCAi the business or patronage of Employer any person, firm or corporation with whom Crumxxxx xxx had business relations on CCAi's behalf in the 12 month period immediately prior to Crumxxxx'x xxxmination of employment, including performing services similar to those performances while an employee of CCAi with any MVB Financial subsidiaries customer of CCAi; (d) invest or affiliates within engage in any business which is a member of the Restricted Territoryso-called "SAP Alliance Partners", a list of which is attached hereto as ATTACHMENT B and may be updated from time to time by CCAi; or (e) engage or assist in or influence the engagement or hiring by any competing organization of any salesman, distributor, contractor or employee of CCAi at the time of Crumxxxx'x xxxmination of employment, or otherwise cause or encourage any person, firm or corporation having a business relationship with CCAi at the time of Crumxxxx'x xxxmination of employment to sever such relationship with, or commit any act materially adverse to, CCAi. In the event Crumxxxx xxxther agrees that this covenant not to compete applies whether Crumxxxx xxxs as an individual for his own account, or as a partner, employee, agent, salesman, distributor, consultant or representative of any person, firm or corporation. The restriction contained in this Section 3 as it relates to the period following the termination of Crumxxxx'x xxxloyment shall be deemed by any court limited to those geographic areas in which CCAi is then doing or body of competent jurisdiction to soliciting business or selling products or services, and no business shall be unenforceable in whole or in part by reason of its extending for too long a period of time, or too great a geographical area or over too great a range of activities, or overly broad in any other respect or for any other reason, then considered competitive with CCAi unless CCAi was actually and actively engaged in such event this Agreement shall be deemed modified and interpreted business or had definitive plans to extend over only enter such maximum period business at the time of time, geographical area or range the termination of activities, or otherwise, so as to render these provisions valid and enforceable, and as so modified, these provisions shall be enforceable and enforced. BY SIGNING THIS AGREEMENT, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, (B) SPECIAL, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENT, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYERCrumxxxx'x xxxloyment.

Covenant Not to Compete. During For a period commencing on the Initial Term Closing Date and ending on the third anniversary of the Closing Date, the Parent, the Seller and their respective Subsidiaries (whether now existing or any Renewal Term of this Agreement hereafter acquired or created and for so long as the Restricted Period, Employee Seller and such Subsidiaries remain as Subsidiaries of the Parent) shall not directly or indirectly engage in any business or activity of geographical area in any nature whatsoever, which is substantially competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within fifty (50) miles of the places of business of Employer or any MVB Financial subsidiaries or affiliates (the “Restricted Territory”), nor shall Employee sell, or solicit the sale of, any services or products related thereto, directly or indirectly, to same type as that conducted by any of the customers Businesses as of Employer the Closing Date in that geographical area (a "Competing Business"); provided, however, that the foregoing shall not prohibit (a) the ownership by the Parent, the Seller or any MVB Financial subsidiaries of their respective Subsidiaries (whether now existing or affiliates. Without limitation hereafter acquired or created) of the foregoing, Employee shall not be, or serve as, a proprietor, partner, officer, director, stockholder [except a stockholder of not more less than five percent (5%) % of the outstanding stock of any company listed on publicly-traded corporation engaged in a national securities exchange Competing Business, (b) activities HALLIBURTON COMPANY AGREEMENT AND PLAN OF RECAPITALIZATION 43 by the Parent, the Seller or traded over their respective Affiliates that were existing activities of the counter]Parent, employeethe Seller or their respective Affiliates as of the Closing Date other than activities of the Businesses, sales representative (c) providing services similar to the services provided by the Businesses to only the Parent, the Seller and their Affiliates, provided, that the Parent and the Seller hereby represent that the Parent, the Seller or consultant for any organizationAffiliate thereof does not, company as of the date hereof or business entity as of the Closing Date, have any type current intention of providing any such services, (d) the acquisition of the Parent, the Seller or any of their Affiliates by a third party whose operations involve a Competing Business, (e) the acquisition by the Parent, the Seller or any of their Affiliates of a third party which engages in any business or activity a Competing Business, provided that the primary purpose of any nature whatsoeversuch acquisition referred to in this clause (e) is not the acquisition of such Competing Businesses, which is competitive and provided further that such Competing Business referred to in this clause (e) either (i), together with the business revenues for any prior acquisition exempted from the provisions of Employer this Section 8.06 by this clause (e)(i), accounts for less than U.S. $50,000,000 in revenues for the last fiscal year of such third party for which financial statements are available or (ii) is divested by the Acquiror within 270 days from the date it is acquired or (f) the Parent or any MVB Financial subsidiaries or affiliates within of its Affiliates acquiring any Designated Regulatory Assets pursuant to subsection (a) of Section 8.05; provided, however, that if significant progress has been made and is continuing with respect to such divestiture by the Restricted Territory. In end of such period, the event this covenant not to compete period shall be deemed by any court or body extended at the request of the Parent for an additional ninety (90) days. If the final judgment of a Court of competent jurisdiction declares that any term or provision of this Section 8.06 is invalid or unenforceable, the parties agree that the Court making the determination of invalidity or unenforceability shall have the power to be unenforceable in whole or in part by reason of its extending for too long a period of timereduce the scope, duration, or too great a geographical area of the term or over too great a range of activitiesprovision, to delete specific words or phrases, or overly broad in to replace any other respect invalid or for any other reasonunenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid and unenforceable term or provision, then and in such event this Agreement shall be deemed enforceable as so modified after the expiration of the time within which the judgment may be appealed. The Parent and interpreted the Seller acknowledge that the provisions of this Section 8.06 are reasonable in time and scope and necessary to extend over only such maximum period protect the legitimate interests of timethe Acquiror and each Buyer and that any violation of this Section 8.06 will result in irreparable injury to the Acquiror, geographical area or range each Buyer and to the Businesses, the exact amount of activities, or otherwise, so as which will be difficult to render these provisions valid and enforceableascertain, and as so modifiedthat the remedies at law for any such violation would not be reasonable or adequate compensation to the Acquiror, these provisions the Buyers and the Businesses. Accordingly, the Parent and the Seller agree that, if any of them or any of their Subsidiaries (whether now existing or hereafter acquired or created) violates this Section 8.06, the Acquiror, any of the Buyers and the members of each Company Group (following consummation of the transactions contemplated hereby) shall be enforceable entitled, in addition to any other remedy that may be available at law or in equity, to specific performance and enforced. BY SIGNING THIS AGREEMENTinjunctive relief, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, (B) SPECIAL, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENT, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYERwithout posting bond or other security and without the necessity of proving actual damages.

Covenant Not to Compete. During In consideration of the Initial Term numerous mutual promises contained in the Agreement between Employer and the Employee, including, without limitation, those involving access to Trade Secrets and confidential information and training, and in order to protect Employer's Trade Secrets and the confidential information and to reduce the likelihood of irreparable damage which would occur in the event such information is provided to or any Renewal Term used by a competitor of this Agreement Employer, Employee agrees that during her employment and for an additional period of eighteen (18) months immediately following the Restricted Periodvoluntary or involuntary termination of her employment (the "Non-Competition Term"), Employee shall not will not, without the prior written consent of Employer (which consent may be withheld in its sole discretion), enter the employ of any person or entity, either directly or indirectly engage either as principal, agent, representative, shareholder (except owning publicly traded stock for investment purposes only in any business or activity of any nature whatsoever, which is substantially competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within fifty (50Employee owns less than 5%) miles of the places of business of Employer or any MVB Financial subsidiaries or affiliates (the “Restricted Territory”), nor shall Employee sell, or solicit the sale of, any services or products related thereto, directly or indirectly, to any of the customers of Employer or any MVB Financial subsidiaries or affiliates. Without limitation of the foregoing, Employee shall not be, or serve as, a proprietor, partnerconsultant, officer, directorbusiness partner, stockholder [except associate, employee or otherwise, with a stockholder place of business in the United States of America and/or Canada, which sells or offers to sell services and/or products which compete directly with the services and/or products offered or to be offered for sale by Employer. If, during any period within the Noncompetition Term, Employee is not more than five percent (5%) in compliance with the terms of this Paragraph 4, Employer shall be entitled to, among other remedies, compliance by Employee with the terms of this Paragraph 4 for an additional period equal to the period of such noncompliance. For purposes of this Agreement, the term "Noncompetition Term" shall also include this additional period. Employee hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the outstanding stock provisions of any company listed on a national securities exchange or traded over this Section 4 are reasonable and are no broader than are necessary to protect the counter], employee, sales representative or consultant for any organization, company or legitimate business entity interests of any type which engages in any business or activity of any nature whatsoever, which is competitive with the business of Employer. The Employer or any MVB Financial subsidiaries or affiliates within and Employee agree and stipulate that the Restricted Territory. In the event this covenant agreements and covenants not to compete contained in Paragraph 4 hereof are fair and reasonable in light of all of the facts and circumstances of the relationship between Employee and Employer; however, Employee and Employer are aware that in certain circumstances courts have refused to enforce certain agreements not to compete. Therefore, in furtherance of, and not in derogation of the provisions of Paragraph 4, Employer and Employee agree that in the event a court should decline to enforce the provisions of Paragraph 4, that Paragraph 4 shall be deemed by any court or body of competent jurisdiction to be unenforceable in whole modified or in part by reason of its extending for too long a period of time, reformed to restrict Employee's competition with Employer or too great a geographical area or over too great a range of activities, or overly broad in any other respect or for any other reason, then and in such event this Agreement shall be deemed modified and interpreted to extend over only such maximum period of time, geographical area or range of activities, or otherwise, so as to render these provisions valid and enforceable, and as so modified, these provisions shall be enforceable and enforced. BY SIGNING THIS AGREEMENT, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, (B) SPECIAL, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENT, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYER.its

Covenant Not to Compete. During Beginning on the Initial Term or any Renewal Term of this Agreement First Closing Date and for ending on the Restricted Period, Employee shall not directly or indirectly engage in any business or activity of any nature whatsoever, which is substantially competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within fifty thirty (5030) miles month anniversary of the places First Closing Date, neither Seller nor any of business of Employer its Affiliates or any MVB Financial subsidiaries permitted successors or affiliates (the “Restricted Territory”), nor shall Employee sell, or solicit the sale of, any services or products related theretoassigns shall, directly or indirectly, to any without the prior written consent of Buyer, engage anywhere in the customers of Employer or any MVB Financial subsidiaries or affiliates. Without limitation of the foregoingworld in (whether as an agent, Employee shall not beconsultant, or serve asadvisor, a independent contractor, proprietor, partner, officer, directordirector or otherwise), stockholder [except in the design, manufacture, marketing or sale of Transferred Devices or similar products intended for use in the Field, or otherwise engage in a stockholder business in the Field (the foregoing, the “Restricted Activities”); provided, however, that nothing in this Section 7.1 shall restrict Seller from acquiring ownership of an equity interest not greater than fifteen percent (15%) in an entity engaged in the Restricted Activities, provided that during the four (4) consecutive calendar quarters prior to Seller’s acquisition of such equity interest and at all times thereafter, such entity’s engagement in the Restricted Activities contributed not more than twenty-five percent (525%) of the outstanding stock total sales of any company listed such entity. Notwithstanding the foregoing provisions of this Section 7.1, during the period beginning on a national securities exchange the First Closing Date and ending on the Second Closing Date (or traded over the counter], employee, sales representative or consultant for any organization, company or business entity of any type which engages in any business or activity of any nature whatsoever, which is competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within the Restricted Territory. In the event this covenant if such Second Closing does not to compete shall be deemed by any court or body of competent jurisdiction to be unenforceable in whole or in part by reason of its extending for too long a period of time, or too great a geographical area or over too great a range of activities, or overly broad in any other respect or for any other reasonoccur, then perpetually thereafter), Seller and its Affiliates may engage in such event the foregoing activities in accordance with Section 6.3(b) solely with respect to the Call Assets. Notwithstanding the forgoing, nothing herein shall restrict Seller’s or its Affiliates’ engaging in business activities outside of the Field or Seller or its Affiliates’ engaging in business activities with respect to: (i) discrete components, (ii) physical-layer devices, (iii) memory and (iv) ASICs where the intellectual property contained in the “Field” definition of this Agreement shall be deemed modified and interpreted to extend over only such maximum period of time, geographical area or range of activities, or otherwise, so as to render these provisions valid and enforceable, and as so modified, these provisions shall be enforceable and enforced. BY SIGNING THIS AGREEMENT, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, (B) SPECIAL, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENT, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYERis substantially supplied by customer.

Covenant Not to Compete. During GMI and GMO covenant and agree that, contingent upon the Initial Term or Closing of the transactions contemplated by the Asset Purchase Agreement, for a period beginning on the date of Closing and ending on the seventh anniversary date of Closing, neither GMI nor any Renewal Term of this Agreement and for the Restricted Period, Employee shall not entity which it controls (such entity herein referred to as a "Gander Mountain Subsidiary") will directly or indirectly engage in any (whether as principal, agent, independent contractor, stockholder, representative, trustee, partner or otherwise) own, manage, operate, control, participate in, perform services for, or otherwise carry on, a direct marketing business involving the sale of hunting, fishing or activity of any nature whatsoevercamping equipment and other outdoor sporting and recreational goods, which is substantially competitive with apparel and services ("Goods and Services") through paper or other tangible catalogs, electronic catalogs or other electronic media, including specifically but without limitation, the business of Employer Internet, telemarketing or any MVB Financial subsidiaries other direct marketing method or affiliates within fifty (50) miles use the Trademarks in connection with any of the places of business of Employer or any MVB Financial subsidiaries or affiliates said activities (the “Restricted Territory”"Direct Marketing Business"); provided, nor shall Employee sellhowever, or solicit the sale ofthat, any services or products related thereto, directly or indirectly, to any of the customers of Employer or any MVB Financial subsidiaries or affiliates. Without limitation of notwithstanding the foregoing, Employee the following activities shall be permitted and shall not be, or serve as, a proprietor, partner, officer, director, stockholder [except a stockholder of not more than five percent (5%) constitute violations of the outstanding aforesaid covenants: (a) Gander Mountain and its Subsidiaries may own not in excess of 5% in the aggregate of any class of capital stock of any company listed corporation if such stock is publicly traded so long as neither Gander Mountain nor any Gander Mountain Subsidiary has any other relationship with such corporation of the type specified above; and (b) during the ninety-day period after and beginning on a national securities exchange the date of the Asset Purchase Agreement (the "Wind-Up Period"), Gander Mountain may engage in the sale of all inventory of the Catalog Division not sold to Cabela's and on hand as of the date of the Asset Purchase Agreement or traded over received thereafter under purchase orders pursuant to letters of credit outstanding on the counter]date thereof ("Letter of Credit Orders") (collectively, employeethe "Retained Inventory") through (i) paper mail order liquidation catalogs and flyers and (ii) catalogs mailed prior to the date of the Asset Purchase Agreement. Cabela's agrees that Gander Mountain shall be entitled to use the inbound 800 telephone numbers included as part of the Purchased Assets in connection with such sales but for no other purpose during the Wind-Up Period, sales representative and Gander Mountain shall pay its costs of such usage. Gander Mountain agrees that no inventory of the retail store division of Gander Mountain ("Retail Store Inventory") shall be used to fill orders received through such catalogs or consultant flyers. During the Wind-Up Period, Gander Mountain agrees not to purchase any new inventory, other than Letter of Credit Orders open at the date of signing the Asset Purchase Agreement, to fill orders received through such catalogs or flyers. During the Wind-Up Period, Gander Mountain shall promptly provide to Cabela's any requests for any organization, company or business entity catalogs received by Gander Mountain during the Wind-Up Period and shall refer to Cabela's the portion of any type order received during the Wind-Up Period which engages Gander Mountain cannot fill. After the Wind-Up Period, Gander Mountain shall not fill any more orders generated through any Direct Marketing Business out of Retained Inventory or Retail Store Inventory. Notwithstanding anything in any business or activity this Section 1, it is understood that Gander Mountain's obligations during the Wind-Up Period shall not begin until the Closing Date. It is understood that communications incidental to the conduct of any nature whatsoever, which is competitive with the Gander Mountain's business of Employer or any MVB Financial subsidiaries or affiliates within the Restricted Territory. In the event this covenant selling Goods and Services at its retail stores shall not to compete shall be deemed by any court to constitute such business as a Direct Marketing Business if the aggregate net sales of Gander Mountain attributable to such communications for a fiscal year which are not made to customers physically present on the premises of the retail stores ("Off-Premises Sales") do not exceed 1% of the aggregate net sales for such year made to customers physically present on such premises ("On-Premises Sales"). Within ninety days after the end of each fiscal year, Gander Mountain shall report to Purchaser the On-Premises Sales and the Off-Premises Sales during the previous fiscal year and shall provide Purchaser reasonable evidence or body means of competent jurisdiction to be unenforceable in whole or in part by reason verification of its extending for too long a period of time, or too great a geographical area or over too great a range of activities, or overly broad in any other respect or for any other reason, then and in such event this Agreement shall be deemed modified and interpreted to extend over only such maximum period of time, geographical area or range of activities, or otherwise, so as to render these provisions valid and enforceable, and as so modified, these provisions shall be enforceable and enforced. BY SIGNING THIS AGREEMENT, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, (B) SPECIAL, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENT, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYERinformation.

Covenant Not to Compete. During The Executive acknowledges and agrees with the Initial Term Company that during the course of the Executive's employment with the Company, the Executive has had and will continue to have the opportunity to develop relationships with existing employees, customers and other business associates of the Company and the Subsidiaries, which relationships constitute goodwill of the Company, and the Executive acknowledges and agrees that the Company would be irreparably damaged if the Executive were to take actions that would damage or any Renewal Term misappropriate such goodwill. The Executive acknowledges that the Company and its Subsidiaries currently engages throughout the United States (the "Territory"), the business of the development, sale, marketing and administration of life insurance, annuities and extended care insurance products (the "Subject Business"). Accordingly, during the term of the Executive's employment with the Company and (i) prior to a Change of Control, the balance of the term of this Agreement and for the Restricted Period, Employee shall not directly or indirectly engage in any business or activity under paragraph 2 as if no termination of any nature whatsoever, which is substantially competitive with the business employment occurred but notice of Employer or any MVB Financial subsidiaries or affiliates within fifty (50) miles termination of the places of business of Employer automatic extension was given either by the Executive or any MVB Financial subsidiaries the Company on the Termination Date, or affiliates (ii) after a Change in Control, one year after the Termination Date (the “Restricted Territory”"Noncompete Period"), nor the Executive shall Employee sell, or solicit the sale of, any services or products related theretonot, directly or indirectly, enter into, engage in, assist, give or lend funds to any of the customers of Employer or any MVB Financial subsidiaries otherwise finance, be employed by or affiliates. Without limitation of the foregoing, Employee shall not beconsult with, or serve ashave a financial or other interest in, a proprietorany business which engages in the Subject Business, partnerwhether for or by himself or as an independent contractor, officeragent, directorstockholder, stockholder [except a stockholder partner or joint venturer for any other person, provided that the aggregate ownership by the Executive of not no more than five two percent (5%) of the outstanding stock equity securities of any company listed person, which securities are traded on a national or foreign securities exchange exchange, quoted on the Nasdaq Stock Market or traded over other automated quotation system or, in the counter]case of the Company, employeeof no more than ten percent of the Company's outstanding equity securities shall not be deemed to be giving or lending funds to, sales representative otherwise financing or consultant for any organization, company or business entity of any type which engages having a financial interest in any business or activity of any nature whatsoever, which is competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within the Restricted Territorya competitor. In the event that any person in which the executive has any financial or other interest directly or indirectly enters into the Subject Business in the Territory during the Noncompete Period, the Executive shall divest all of his interest (other than any amount permitted under this covenant paragraph) in such person within 30 days after such person enters into the Subject Business in the Territory. If the Termination Date is before a Change in Control and the Executive is entitled to severance under paragraph 4(f), the Executive may, at Executive's option, reduce the Noncompete Period if Executive agrees to forego the severance benefits under paragraph 4(f)(i) and (ii) for the period that Executive elects to shorten the Noncompete Period except that the Noncompete Period may not to compete shall be deemed by any court or body of competent jurisdiction shortened to be unenforceable in whole or in part by reason of its extending for too long a period of time, or too great a geographical area or over too great a range of activities, or overly broad in any other respect or for any other reason, then and in such event this Agreement shall be deemed modified and interpreted to extend over only such maximum period of time, geographical area or range of activities, or otherwise, so as to render these provisions valid and enforceable, and as so modified, these provisions shall be enforceable and enforced. BY SIGNING THIS AGREEMENT, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, (B) SPECIAL, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENT, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYERless than three years.

Covenant Not to Compete. During As a material inducement for Buyer to enter into this Agreement, the Initial Term Munzee Owners, currently employed by Munzee, agree that for a period of three (3) years following the Closing (the “Non-Competition Period”), they covenant and agree that each of them shall not, directly or indirectly own, manage, operate, participate in, produce, represent, distribute and/or otherwise act on behalf of any Renewal Term person, firm, corporation, partnership or other entity which involves location-based gaming services (the “Competitive Business”) anywhere within the United States, its possessions and territories, Canada or Mexico (collectively, the “Territory”); or hire any employee or former employee of this Agreement Buyer, the Surviving Company or Munzee to perform services in or involving the Competitive Business, unless the individual hired shall have departed Buyer’s, the Surviving Company’s or Munzee’s employment at least twelve (12) months prior to the hiring. The Munzee Owners further covenant and for agree that during the Restricted Non-Competition Period, Employee shall they will not directly or indirectly engage in any business solicit or activity agree to service for their benefit or the benefit of any nature whatsoeverthird-party, which any of Buyer’s or the Surviving Company’s customers. Notwithstanding the foregoing, nothing in this Section 3.1 shall prohibit them from owning, managing, operating, participating in the operation of, or advising, consulting or being employed by any entity that is substantially competitive with not involved in the Competitive Business, as long as such activities do not affect the responsibilities of employment at the Surviving Company or its subsidiaries. The Munzee Owners acknowledge and agree that Buyer will expend substantial time, talent, effort and money in marketing, promoting, managing, selling and otherwise exploiting the Business, in part by virtue of Buyer’s acquisition of the Assets pursuant to this Agreement, that Munzee Owners are all of the owners of Munzee, that they are receiving a substantial benefit from the transactions contemplated hereunder and that the benefit received by Buyer and the Munzee Owners in agreeing to be bound by this Section 3.1 are a material part of the consideration for the transactions contemplated by this Agreement. The Parties recognize that this Section 3.1 contains conditions, covenants, and time limitations that are reasonably required for the protection of the business of Employer the Surviving Company. If any limitation, covenant or any MVB Financial subsidiaries condition shall be deemed to be unreasonable and unenforceable by a court or affiliates within fifty (50) miles arbitrator of competent jurisdiction, then this Section 3.1 shall thereupon be deemed to be amended to provide for modification of such limitation, covenant and/or condition to such extent as the places court or arbitrator shall find to be reasonable and such modification shall not affect the remainder of business of Employer or any MVB Financial subsidiaries or affiliates this Agreement. The Munzee Owners acknowledge that, in the event a Munzee Owner breaches this Agreement (the “Restricted TerritoryBreaching Munzee Owner”), nor shall Employee sellmoney damages will not be adequate to compensate Buyer for the loss occasioned by such breach. The Munzee Owners therefore consent, or solicit in the sale of, any services or products related thereto, directly or indirectlyevent of such a breach, to any the granting of injunctive or other equitable relief against the customers of Employer or any MVB Financial subsidiaries or affiliates. Without limitation of the foregoing, Employee shall not be, or serve as, a proprietor, partner, officer, director, stockholder [except a stockholder of not more than five percent (5%) of the outstanding stock of any company listed on a national securities exchange or traded over the counter], employee, sales representative or consultant for any organization, company or business entity of any type which engages in any business or activity of any nature whatsoever, which is competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within the Restricted Territory. In the event this covenant not to compete shall be deemed Breaching Munzee Owner by any court or body of competent jurisdiction jurisdiction. As additional consideration for the Munzee Owners agreeing to be unenforceable this Covenant Not to Compete, the Company’s two executive officers, Xxxxx Xxxxxxx and Xxxx Xxxxxxx, will enter into separate non-compete agreements with the same restrictions as listed in whole or in part by reason of its extending for too long a period of time, or too great a geographical area or over too great a range of activities, or overly broad in any other respect or for any other reason, then and in such event this Agreement shall be deemed modified and interpreted to extend over only such maximum period of time, geographical area or range of activities, or otherwise, so as to render these provisions valid and enforceable, and as so modified, these provisions shall be enforceable and enforced. BY SIGNING THIS AGREEMENT, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, (B) SPECIAL, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENT, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYERSection 3.1.

Covenant Not to Compete. During Hirschson agrees that for (a) a period of three (3) years from and after the Initial Term or any Renewal Term of this Agreement and for the Restricted PeriodClosing, Employee shall not directly or indirectly engage in any business or activity of any nature whatsoever, which is substantially competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within fifty (50) miles of the places of business of Employer or any MVB Financial subsidiaries or affiliates (the “Restricted Territory”), nor shall Employee sell, or solicit the sale of, any services or products related theretohe will not, directly or indirectly, to in any manner (i) engage in the business of sheet metal fabrication or sale of technical furniture, computer communication enclosures, computer and electronic rack mounting equipment or in any business that competes with any business conducted by the customers of Employer Buyer and will not, directly or any MVB Financial subsidiaries indirectly, own, manage, operate, join, control or affiliates. Without limitation of participate in the foregoingownership, Employee shall not bemanagement, operation or control of, or serve asbe employed by or connected in any manner with any corporation, a proprietorfirm, partnerentity, officeror business that is so engaged unless duly authorized by written consent of Buyer (provided, directorhowever, stockholder [except a stockholder of that nothing herein shall prohibit him from owning not more than five percent (53%) percent of the outstanding stock of any company listed on publicly held corporation); and (b) that for a national securities exchange period of five (5) years from and after its Closing he will not (i) persuade or traded over attempt to persuade any employee of Buyer or any entity in control of, or controlled by, it (an "affiliate") to leave the counter], employee, sales representative or consultant for any organization, employ of such company or entity or to become employed by any other entity; or (ii) persuade or attempt to persuade any current client or former client of Buyer or an affiliate of Buyer to reduce the amount of business entity it does or intends or anticipates doing with Buyer or such affiliate. Hirschson acknowledges that a violation of any type which engages of the covenants contained in this Section 7.04 may cause irreparable injury to the Buyer and that Buyer will be entitled, in addition to any business or activity of any nature whatsoeverother rights and remedies it may have, which is competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within the Restricted Territoryto injunctive relief. In the event the covenants contained in this covenant not to compete shall Section 7.04 should be deemed held by any court or body of competent jurisdiction other duly constituted judicial authority to be void or otherwise unenforceable in whole any particular jurisdiction or in part by reason of its extending for too long a with respect to any particular activity or with respect to the period of time, or too great a geographical area or over too great a range of activities, or overly broad in any other respect or for any other reasonrestraint, then and in such event this Agreement covenants so affected shall be deemed to have been amended and modified and interpreted to extend over only such maximum period of time, geographical area or range of activities, or otherwise, so as to render these provisions valid and enforceableeliminate therefrom the particular jurisdiction or activity as to which such covenants are so held to be void or otherwise unenforceable or to reduce the period of restraint, and, as so modified and as so modifiedto all other jurisdictions and activities covered hereby, these the terms and provisions hereof shall be enforceable remain in full force and enforced. BY SIGNING THIS AGREEMENT, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, (B) SPECIAL, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENT, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYEReffect.

Covenant Not to Compete. During As an ancillary covenant to the Initial Term or any Renewal Term terms and conditions set forth elsewhere in this Agreement, and in particular the covenants set forth in subsections (b) and (c) above, and in consideration of the mutual promises set forth in this Agreement and for the Restricted Periodother good and valuable consideration received and to be received, Employee shall not directly or indirectly engage in any business or activity of any nature whatsoever, which is substantially competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within fifty (50) miles of the places of business of Employer or any MVB Financial subsidiaries or affiliates (the “Restricted Territory”), nor shall Employee sell, or solicit the sale of, any services or products related theretoXxXxxx will not, directly or indirectly, own or become employed by, lease real property (except any such property formerly leased by and voluntarily vacated by Client) to, provide financing for, invest, or otherwise provide consulting services to, any person, business, or entity engaged or planning to any become engaged in the pawn business, retail sale of the customers of Employer used or secondhand merchandise or jewelry, auto title loans, deferred deposit loans, or any MVB Financial subsidiaries or affiliates. Without limitation of the foregoing, Employee shall not be, or serve as, a proprietor, partner, officer, director, stockholder [except a stockholder of not more than five percent (5%) of the outstanding stock of any company listed on a national securities exchange or traded over the counter], employee, sales representative or consultant for any organization, company or business entity of any type which engages in any business or activity of any nature whatsoever, which is competitive with Client prior to the business date of Employer or any MVB Financial subsidiaries or affiliates within the Restricted Territory. In the event this covenant not to compete shall be deemed by any court or body termination of competent jurisdiction to be unenforceable in whole or in part by reason of its extending for too long a period of time, or too great a geographical area or over too great a range of activities, or overly broad in any other respect or for any other reason, then and in such event this Agreement shall be deemed modified in the state of Nevada. XxXxxx understands that the Client and interpreted its affiliates have plans to extend over only such maximum period expand the scope of their activities and the geographic area of operations of Client and its affiliates in the near future with the direct involvement of XxXxxx; therefore, XxXxxx agrees that the limitations as to time, geographical area, and scope of activity contained in this covenant do not impose a greater restraint than is necessary to protect the goodwill and other business interests of Client, and are therefore reasonable. If any provision of this covenant is found to be invalid in part or in whole, Client may elect, but shall not be required, to have such provision reformed, whether as to time, area or range of activitiescovered, or otherwise, as and to the extent required for its validity under applicable law and, as so as reformed, such provision shall be enforceable. Notwithstanding anything herein to render these provisions valid the contrary, this subparagraph 6(d) specifically excludes: (i) XxXxxx’x existing business engaged in the sale and enforceablefinancing of used motor vehicles in Nevada; (ii) pawnshops operated in Arizona and Oregon, and the involvement of Pawn Shop Management LLC, a Nevada limited liability company, therewith; and (iii) XxXxxx’x position as so modified, these provisions shall be enforceable a member of the Board of Directors and enforced. BY SIGNING THIS AGREEMENT, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, (B) SPECIAL, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENT, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYERminority investor in a bank chartered in the State of Nevada.

Covenant Not to Compete. During At a time agreeable to Purchaser, Purchaser and Target shall take appropriate action to change the Initial Term name of Target as promptly as possible to a name not likely to be confused with Seller. For a period of two (2) years after the Closing Date, no Subsidiary of TIG Holdings will directly write Independent Agent produced auto or any Renewal Term of this homeowners business (the "Restricted Business"), except as permitted in the Target Quota Share Reinsurance Agreement, the Seller Quota Share Reinsurance Agreement or the Loss Portfolio Transfer Agreement; provided, however, TIG Holdings and for its Subsidiaries shall be entitled to (i) continue to write non-standard auto business, (ii) continue to conduct Restricted Business to the Restricted Periodextent required by law, Employee shall not directly or indirectly engage in (iii) write umbrella and excess business, and (iv) acquire and continue to operate any business or activity company from a third party, unless in the case this clause (iv), 25% or more of any nature whatsoeverthe net premium written by the business or company to be acquired in its most recently completed fiscal year was derived from Restricted Business, and such percentage represents at least $50 million of net premium written in which case after the consummation of such an acquisition, Seller shall notify Purchaser of the transaction and Purchaser shall have the right to offer to purchase that portion of the business or company so acquired that is derived from Restricted Business exercisable within thirty (30) days after receipt of such notice, which is substantially competitive with shall be accompanied by such due diligence material as would allow Purchaser to meaningfully evaluate the business of Employer or any MVB Financial subsidiaries company within such thirty (30) day period. To the extent Purchaser does not make such an offer or affiliates within fifty (50) miles the parties cannot agree on mutually acceptable terms for such a transaction, Seller shall use commercially reasonable efforts to sell the portion of the places of business of Employer or any MVB Financial subsidiaries or affiliates (the “company derived from Restricted Territory”), nor shall Employee sell, or solicit the sale of, any services or products related thereto, directly or indirectly, Business to any a third party within one year of the customers acquisition thereof; provided that Seller shall not be deemed in breach of Employer this Section after the expiry of such 1-year period if, in good faith, it has been unable to divest such business as of such expiration date and it continues in good faith to attempt to divest such business. This Section 12(b) shall terminate immediately following the acquisition of TIG Holdings, whether by merger, sale of stock or any MVB Financial subsidiaries or affiliates. Without limitation substantially all of the foregoingassets of TIG Holdings, Employee shall not beby a third party or the merger of TIG Holding with or into a third party, or serve as, including a proprietor, partner, officer, director, stockholder [except "merger of equals" however accomplished. If the final judgment of a stockholder of not more than five percent (5%) of the outstanding stock of any company listed on a national securities exchange or traded over the counter], employee, sales representative or consultant for any organization, company or business entity of any type which engages in any business or activity of any nature whatsoever, which is competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within the Restricted Territory. In the event this covenant not to compete shall be deemed by any court or body of competent jurisdiction declares that any term or provision of this Section 12(b) is invalid or unenforceable, the Parties agree that the court making the determination of invalidity or unenforceability shall have the power to be unenforceable in whole or in part by reason of its extending for too long a period of timereduce the scope, duration, or too great a geographical area of the term or over too great a range of activitiesprovision, to delete specific words or phrases, or overly broad in to replace any other respect invalid or for any other reasonunenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, then and in such event this Agreement shall be deemed modified and interpreted to extend over only such maximum period of time, geographical area or range of activities, or otherwise, so as to render these provisions valid and enforceable, and enforceable as so modified, these provisions shall modified after the expiration of the time within which the judgment may be enforceable and enforced. BY SIGNING THIS AGREEMENT, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, (B) SPECIAL, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENT, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYERappealed.

Covenant Not to Compete. During (i) For a period from the Initial Term or any Renewal Term date hereof through the fifth (5th) anniversary of this Agreement the date hereof (the “Non-Compete Period”), Seller and for the Restricted Period, Employee shall its controlled Affiliates will not directly or indirectly (a) engage in any business Competing Business (as defined below) anywhere in the world, (b) invest in, own, manage, finance or activity control any business, firm, corporation, joint venture or other Person that engages in the Competing Business anywhere in the world, or (c) in connection with engaging in any Competing Business, solicit, accept, divert, or assist in soliciting or diverting, customers and prospects of any nature whatsoeverCompeting Business for the benefit of Seller or its Affiliates or a Competitor. Notwithstanding the foregoing, which is substantially competitive with the business it shall not be a violation of Employer this Section 5(c)(i) for Seller or any MVB Financial subsidiaries or affiliates within fifty of its Affiliates (50x) miles of the places of business of Employer or any MVB Financial subsidiaries or affiliates (the “Restricted Territory”), nor shall Employee sell, or solicit the sale of, any services or products related theretoto own, directly or indirectly, to any of the customers of Employer or any MVB Financial subsidiaries or affiliates. Without limitation of the foregoingsolely as an investment, Employee shall not be, or serve as, a proprietor, partner, officer, director, stockholder [except a stockholder of not more than five percent (5%) of the outstanding stock securities of any company listed Person that are traded on a national securities exchange (or traded over a recognized securities exchange outside the counter], employee, sales representative or consultant for United States) if neither Seller nor any organization, company or business entity of any type which engages in any business or activity of any nature whatsoever, which is competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within the Restricted Territory. In the event this covenant not to compete shall be deemed by any court or body of competent jurisdiction to be unenforceable in whole or in part by reason of its extending for too long a period of time, or too great a geographical area or over too great a range of activities, or overly broad in any other respect or for any other reason, then and in such event this Agreement shall be deemed modified and interpreted to extend over only such maximum period of time, geographical area or range of activities, or otherwise, so as to render these provisions valid and enforceable, and as so modified, these provisions shall be enforceable and enforced. BY SIGNING THIS AGREEMENT, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT controlled Affiliates (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, is a controlling Person or a member of a group that controls such Person and (B) SPECIALdirectly or indirectly, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENTowns more than 5% or more of the voting securities of such Person, AND (Cy) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENTto acquire, directly or indirectly, the equity or assets of, enter into any business combination with, any enterprise that derives less than either 10% or $4.0 million of its total annual revenue from a Competing Business, if Seller shall use reasonable efforts to divest, as soon as reasonably practicable (and in any event within eighteen (18) months after the closing date of such acquisition), its interest in such enterprise relating to such Competing Business, or (z) to offer or administer an Employee Survey or Physician Survey on behalf of any Person that (A) does not have a contract with Seller on the Closing Date for the administration of any Employee Survey or Physician Survey or (B) that was in Seller’s customer pipeline as of the Effective Time but was not successfully converted to Buyer within 30 days of the Effective Time. PROVIDEDFor the avoidance of doubt, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(Bany actions taken by Seller that are expressly permitted or required hereunder (including pursuant to Section 5(c)(iii)) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYERor under any Ancillary Agreement shall not be considered a breach of this Section 5(c)(i).