Common use of Agreement Not to Compete Clause in Contracts

Agreement Not to Compete. (a) None of Trident and Athens NA or any member of their respective Groups, on the one hand, and Fountain or any member of the Fountain Group, on the other hand, shall, for a period of three (3) years following the Closing Date, establish or acquire any new businesses that involve the sale of products or the provision of services that (i) with respect to Trident or Athens NA or any member of their respective Groups, compete with the Fountain Business or (ii) with respect to Fountain or any member of the Fountain Group compete with the Trident Business or the Athens North American R/SB Business (“Competitive Activities”). (b) Notwithstanding Section 5.2(a), Trident, Athens NA and Fountain and any member of their respective Groups shall be permitted to continue to conduct their current Businesses and extensions thereof (including any sale of any product or service that otherwise incorporates or uses as a component any of the products that would otherwise constitute Competitive Activities); provided that, for purposes of this Section 5.2, the Trident Retained Business shall be deemed to exclude the Athens North American R/SB Business. (c) Notwithstanding Section 5.2(a), Trident, Athens NA and Fountain and any member of their respective Groups shall also be permitted to (I) acquire and own any interests in any publicly-traded Persons that engage in Competitive Activities so long as such interests constitute less than 5% of such Person’s voting securities, (II) acquire and own any interests in any Persons not publicly-traded that engage in Competitive Activities so long as such interests constitute less than 10% of such Person’s voting securities, (III) sell or divest any or all of its assets or businesses to any Person that is not an Affiliate, and such Person shall in no way be bound by the restrictions set forth in Section 5.2(a) and (IV) acquire and own any interests in any Persons that engage in Competitive Activities so long as the Competitive Activities of such Person constitute less than 25% of such Person’s consolidated annual net revenues for its most recently completed fiscal year (a “Permitted Acquiree”), and, in the case of clause (IV), each of Trident, Athens NA and Fountain and any member of their respective Groups, as applicable, uses its reasonable best efforts to dispose of the businesses of such Permitted Acquiree in Competitive Activities within twelve (12) months from the closing of such acquisition; provided that such twelve (12) month period shall be extended in the event that a definitive agreement to dispose of such business within such twelve (12) month period has been entered into (x) for three (3) months, to permit the closing of such transaction or (y) for a reasonable period of time, in the event such definitive agreement is terminated as a result of the failure of a closing condition, the failure to obtain antitrust or other regulatory clearance or a breach by the other party to the agreement, to permit Trident, Athens NA or Fountain or such member of their respective Groups, as applicable to seek an alternative disposition transaction.

Agreement Not to Compete. (a) None of Trident While employed by the Company and Athens NA or any member of their respective Groups, on the one hand, and Fountain or any member of the Fountain Group, on the other hand, shall, for a period equal to the greater of three (3x) years following one (1) year and (y) the Closing Date, establish or acquire any new businesses that involve the sale of products severance period (or the provision deemed severance period set forth in clause z(A) of services that the first sentence of Section 5(d)(i) in the event of a termination of employment upon a Change of Control) thereafter, the Executive shall not, directly or indirectly, anywhere in the United States: (i) render services which are substantially similar to the services performed by Executive for the Company during the last year of the Term of this Agreement to any person, corporation, partnership or other entity which competes with respect to Trident or Athens NA the Company (or any member subsidiary) in the business of their respective Groupsdeveloping or manufacturing antibody-based immunotherapeutics to prevent or treat infections caused by staphylococcal or fungal organisms; Executive agrees that this covenant is especially appropriate because, compete if he worked for a competitor, he would inevitably make business decisions by relying on his knowledge of the Company's Confidential Information and Trade Secrets; thus, he would inevitably provide competitors with the Fountain Business Company's Confidential Information and Trade Secrets. The Company's Confidential Information and Trade Secrets are not generally known by others in the industry, and they would provide an unfair advantage for competitors. Further, the Company recognizes that there are some companies who provide many products and services, some of which may be competitive and some which may not be. Accordingly, this covenant only prohibits Executive from performing the same or substantially the same services for that section, division, group, subsidiary, affiliate or operating unit of a competitor that actually develops or manufactures antibody-based immunotherapeutic products to prevent or treat infections caused by staphylococcal or fungal organisms; (ii) with respect to Fountain solicit for employment of any person who was employed by the Company (or any member subsidiary) during the Executive's employment with the Company and with whom the Executive had contact during the last year of his employment with the Company; or (iii) call on or solicit, directly or indirectly for the purpose of providing immunotherapeutics (and related services) to prevent or treat infections caused by staphylococcal or fungal organisms, any person or entity known by the Executive to be a customer of the Fountain Group compete Company (or of any subsidiary), or with which the Company (or any subsidiary) was in negotiations to become a customer of the Company (or such subsidiary), as the case may be, during the Executive's employment with the Trident Business Company, and with whom the Executive had direct contact. For purpose of this section, "contact" means interaction between the Executive and the client within the last year of Executive's employment to further the business relationship or perform services for the Athens North American R/SB Business (“Competitive Activities”)client, and interaction between the Executive and prospective client within the last year of Executive's employment to develop a business relationship. (b) Notwithstanding Section 5.2(a), Trident, Athens NA and Fountain and any member of their respective Groups shall be permitted to continue to conduct their current Businesses and extensions thereof (including any sale of any product or service that otherwise incorporates or uses as a component If any of the products that would otherwise constitute Competitive Activities); provided that, for purposes of restrictions contained in this Section 5.2, the Trident Retained Business 8 shall be deemed by any court of competent jurisdiction to exclude be unenforceable by reason of the Athens North American R/SB Business. (c) Notwithstanding Section 5.2(a)extent, Tridentduration or geographical scope thereof, Athens NA and Fountain and any member of their respective Groups or otherwise, then the parties agree that such court shall also be permitted modify such restriction, only to (I) acquire and own any interests in any publicly-traded Persons that engage in Competitive Activities so long as such interests constitute less than 5% of such Person’s voting securities, (II) acquire and own any interests in any Persons not publicly-traded that engage in Competitive Activities so long as such interests constitute less than 10% of such Person’s voting securities, (III) sell or divest any or all of its assets or businesses the extent necessary to any Person that is not an Affiliate, and such Person shall in no way be bound by the restrictions set forth in Section 5.2(a) and (IV) acquire and own any interests in any Persons that engage in Competitive Activities so long as the Competitive Activities of such Person constitute less than 25% of such Person’s consolidated annual net revenues for its most recently completed fiscal year (a “Permitted Acquiree”), render it enforceable and, in the case of clause (IV)its reduced form, each of Tridentsuch restriction shall then be enforced, Athens NA and Fountain and any member of their respective Groups, as applicable, uses in its reasonable best efforts to dispose of the businesses of such Permitted Acquiree in Competitive Activities within twelve (12) months from the closing of such acquisition; provided that such twelve (12) month period reduced form this Section 8 shall be extended enforceable in the event that a definitive agreement to dispose of such business within such twelve (12) month period has been entered into (x) for three (3) months, to permit the closing of such transaction or (y) for a reasonable period of time, in the event such definitive agreement is terminated as a result of the failure of a closing condition, the failure to obtain antitrust or other regulatory clearance or a breach by the other party to the agreement, to permit Trident, Athens NA or Fountain or such member of their respective Groups, as applicable to seek an alternative disposition transactionmanner contemplated hereby.

Agreement Not to Compete. (a) None of Trident and Athens NA or any member of their respective Groups, on the one hand, and Fountain or any member of the Fountain Group, on the other hand, shall, for For a period of three five (35) years following from the Closing Date, establish the Sellers shall not, and shall cause their Affiliates not to, directly or acquire any new businesses that involve the sale of products or the provision of services that indirectly: (i) engage either as a principal or for its own account or solely or jointly with respect to Trident others or Athens NA as a stockholder of any corporation or any member of their respective Groupsjoint stock association, compete in competition with the Fountain Purchasers, in the Restricted Business or anywhere in the world; or (ii) engage either as a principal or for its own account or solely or jointly with respect others or as a stockholder of any corporation or joint stock association, in competition with the Purchasers, in the Restricted Services in North or South America; or (iii) solicit or encourage any Transferred Employee, whose base salary at the date hereof is in excess of $75,000, to Fountain leave the employment of a Purchaser or any member of the Fountain Group compete with the Trident Business its Affiliates, except for a person who responds to a public advertisement which is not solely aimed at such employee or the Athens North American R/SB Business (“Competitive Activities”)Transferred Employees or who is first approached when no longer an employee of a Purchaser or any of its Affiliates. (b) Notwithstanding the terms of Section 5.2(a6.11(a), Trident, Athens NA and Fountain and nothing in Section 6.11(a) shall prohibit or otherwise restrict any member of their respective Groups shall be permitted to continue to conduct their current Businesses and extensions thereof Seller or its Affiliates from: (i) carrying on or developing any business (including the Other Marconi Businesses), other than the Restricted Business and the Restricted Services, anywhere in the world; (ii) reselling any sale products that compete with the products of the Restricted Business; provided, that (A) such products are not designed, developed or manufactured by any product Seller or service its Affiliates and (B) the resale of such products is carried on pursuant to Contracts relating primarily to the provision by any Seller or its Affiliates of (x) any services other than the Restricted Services or (y) any products that otherwise incorporates are not included in the Restricted Business; (iii) solely with respect to Marconi Federal and Marconi Middle East, reselling any OPPS products or uses any products that compete with the products included in the Restricted Business; provided, that such products are not designed, developed or manufactured by Marconi Federal or Marconi Middle East (as applicable); (iv) solely with respect to Marconi Federal, engaging in the Restricted Services; (v) designing, developing, manufacturing, marketing or selling enclosures (A) as a component any part of the electronic systems sold by any Seller or its Affiliates or (B) pursuant to any warranty obligation; (vi) designing, developing, manufacturing, marketing or selling connection or protection products (A) as a component part of the electronic systems sold by any Seller or its Affiliates or (B) pursuant to any warranty obligation; (vii) designing, developing, manufacturing, marketing or selling power systems or power products (A) as a component part of the electronic systems sold by any Seller or its Affiliates or (B) pursuant to any warranty obligation; (viii) designing, developing, manufacturing, selling or installing hardware or software test systems for the purpose of maintaining line service to subscribers and qualifying lines for application of broadband technology; provided, that would otherwise constitute Competitive Activities)(A) such hardware or test systems are used for diagnostic, interoperability or test purposes with respect to any products of any Seller or its Affiliates or (B) such hardware or test systems are sold (x) as a component part of the electronic systems sold by any Seller or its Affiliates or (y) pursuant to any warranty obligation; provided thator (ix) owning (A) less than an aggregate of five percent (5%) of any class of stock of a Person engaged, for purposes directly or indirectly, in all or a portion of this Section 5.2the Restricted Business; or (B) less than ten percent (10%) in value of the indebtedness of a Person engaged, directly or indirectly, in all or a portion of the Trident Retained Business shall be deemed to exclude the Athens North American R/SB Restricted Business. (c) Notwithstanding Section 5.2(a)any other provision of this Agreement, Trident, Athens NA it is understood and Fountain agreed that the remedy of indemnity payments pursuant to Article XII and any member of their respective Groups shall also other remedies at Law may be permitted to (I) acquire and own any interests in any publicly-traded Persons that engage in Competitive Activities so long as such interests constitute less than 5% of such Person’s voting securities, (II) acquire and own any interests in any Persons not publicly-traded that engage in Competitive Activities so long as such interests constitute less than 10% of such Person’s voting securities, (III) sell or divest any or all of its assets or businesses to any Person that is not an Affiliate, and such Person shall in no way be bound by the restrictions set forth in Section 5.2(a) and (IV) acquire and own any interests in any Persons that engage in Competitive Activities so long as the Competitive Activities of such Person constitute less than 25% of such Person’s consolidated annual net revenues for its most recently completed fiscal year (a “Permitted Acquiree”), and, inadequate in the case of clause (IV), each of Trident, Athens NA and Fountain and any member of their respective Groups, as applicable, uses its reasonable best efforts to dispose breach of the businesses covenants contained in Section 6.11(a). Accordingly, the Purchasers shall be entitled to seek equitable relief, including the remedy of specific performance, with respect to any breach or attempted breach of such Permitted Acquiree covenants. (d) Notwithstanding anything to the contrary, Section 6.11(a) shall not apply to any third party which (i) acquires a majority equity interest in Competitive Activities within twelve Marconi or in any of the Affiliates of Marconi or (12ii) months from acquires all or a portion of the closing business or assets of Marconi or any of the Affiliates of Marconi, regardless of the form of such acquisition; provided that such twelve (12transaction, and Section 6.11(a) month period shall be extended in not apply to any of the event that a definitive agreement to dispose Affiliates of such business within third party (other than the entity Marconi and the entities which were Affiliates of Marconi prior to such twelve acquisition). (12e) month period has been The Sellers acknowledge that the Purchasers would not have entered into (x) for three (3) months, to permit this Agreement absent the closing provisions of such transaction or (y) for a reasonable period of time, in the event such definitive agreement is terminated as a result of the failure of a closing condition, the failure to obtain antitrust or other regulatory clearance or a breach by the other party to the agreement, to permit Trident, Athens NA or Fountain or such member of their respective Groups, as applicable to seek an alternative disposition transactionthis Section 6.11.

Agreement Not to Compete. (a) None of Trident Except as provided in Sections 3(b) and Athens NA or any member of their respective Groups(c), on the one handBrink’s shall not, and Fountain or any member shall cause each of the Fountain Groupits Subsidiaries not to, on the other hand, shall, for a period of three (3) years following the Closing Date, establish or acquire any new businesses that involve the sale of products or the provision of services that (i) with respect to Trident directly or Athens NA indirectly, participate in, engage in or carry on any member Restricted Activities or own, operate, control, share any revenues of their respective Groups, compete with the Fountain or have any profit or other debt or equity interest in any Competing Business or (ii) with respect actively assist any Person (other than BHS or its Subsidiaries) in any way (including by means of providing financing to Fountain such Person), directly or indirectly, to participate in, engage in or carry on any member Restricted Activities or own, operate, control, share any revenues of the Fountain Group compete with the Trident Business or the Athens North American R/SB Business (“Competitive Activities”)have any profit or other debt or equity interest in any Competing Business. (b) Notwithstanding anything herein to the contrary, Section 5.2(a)3(a) shall not prohibit Brink’s or its Subsidiaries from the following activities: (i) the participation or engagement in any type of business conducted by BHS or any of its Subsidiaries other than the Restricted Activities; (ii) in the ordinary course of business of Brink’s or any of its Subsidiaries, Tridentthe purchase of products or services from, Athens NA or sale of products or services to, a Person that is engaged in Restricted Activities, provided that the primary purpose of any such purchases or sales is not to assist such Person in engaging in or establishing a Competing Business; (iii) the beneficial ownership of not more than an aggregate of 5.0% of the outstanding voting power of any Person engaged in any Competing Business whose securities are listed on any national securities exchange or automated quotation system, provided that Brink’s does not, directly or indirectly, control such Competing Business; (iv) the ownership of indebtedness of any Competing Business if (A) the aggregate principal amount of indebtedness of such Competing Business owned by Brink’s and Fountain its Subsidiaries does not exceed $50,000,000 and (B) such indebtedness owned by Brink’s and its Subsidiaries does not represent more than 5.0% of any member series of their respective Groups indebtedness of such Competing Business, provided that all series of indebtedness of any Competing Business that vote as a single class shall be permitted to continue to conduct their current Businesses and extensions thereof (including any sale considered a single series of any product or service that otherwise incorporates or uses as a component any of the products that would otherwise constitute Competitive Activities); provided that, indebtedness for purposes of this Section 5.23(b)(iv); or (v) the acquisition of any interest in, or indebtedness of, a Competing Business, if the Trident Retained Restricted Activities of such Competing Business shall be deemed to exclude account for less than 20.0% of such Competing Business’s consolidated annual revenues for the Athens North American R/SB Businessfiscal year immediately preceding the date on which such acquisition or combination is consummated, provided that, if revenues from such Restricted Activities exceeded $50,000,000 during the 12 month period immediately preceding such acquisition or combination, Brink’s or its Subsidiary, as the case may be, will sell its interest in such Competing Business within 12 months of such acquisition or combination. (c) Notwithstanding Section 5.2(a), Trident, Athens NA and Fountain and In the event Brink’s or any member of their respective Groups shall also be permitted to (I) acquire and own any interests in any publicly-traded Persons that engage in Competitive Activities so long as such interests constitute less than 5% of such Person’s voting securities, (II) acquire and own any interests in any Persons not publicly-traded that engage in Competitive Activities so long as such interests constitute less than 10% of such Person’s voting securities, (III) sell or divest any or all of its assets Subsidiaries acquires an ownership or businesses to other interest in, or indebtedness of, any Person that is not an Affiliate, and such Person shall Competing Business in no way be bound by excess of the restrictions percentage or dollar thresholds set forth in Section 5.2(a3(b)(iii), (iv) or (v), Section 3(a) shall nevertheless be deemed not breached in the event that Brink’s or the relevant Subsidiary uses all reasonable efforts to dispose of such interest or indebtedness in excess of such thresholds in a bona fide sale at market value (as determined in good faith by the Board of Directors of Brink’s) as soon as possible, and Brink’s or the relevant Subsidiary completes the sale of such interest or indebtedness in excess of such thresholds within 12 months of the date of acquisition of such interest or indebtedness. For the avoidance of doubt, Brink’s or the relevant Subsidiary will be in breach of this Agreement if it continues to have any ownership or other interest in, or indebtedness of, such Competing Business in excess of such thresholds beyond 12 months following the date of the acquisition of such interest or indebtedness. (IVd) acquire During the Non-Compete Period, Brink’s shall not, and own shall cause each of its Subsidiaries not to, enter into any interests new agreement to license any of the Trade Symbols or any other ▇▇▇▇ using the word “Brink’s” or any derivation thereof to any Person (other than BHS or any of its Subsidiaries) for use in any Persons Restricted Activities; provided, however, that engage in Competitive Activities this clause (d) shall not prohibit any license of any of the Trade Symbols to Hampton Products International, Corp. pursuant to an amendment, renewal, or replacement of the Hampton Agreement so long as the Competitive Restricted Activities of for which such Person constitute less Trade Symbols may be used are not broader in scope than 25% of such Person’s consolidated annual net revenues for its most recently completed fiscal year (a “Permitted Acquiree”), and, the Restricted Activities set forth in the case of clause (IV), each of Trident, Athens NA and Fountain and any member of their respective Groups, Hampton Agreement as applicable, uses its reasonable best efforts to dispose of the businesses date of such Permitted Acquiree in Competitive Activities within twelve (12) months from the closing of such acquisition; provided that such twelve (12) month period shall be extended in the event that a definitive agreement to dispose of such business within such twelve (12) month period has been entered into (x) for three (3) months, to permit the closing of such transaction or (y) for a reasonable period of time, in the event such definitive agreement is terminated as a result of the failure of a closing condition, the failure to obtain antitrust or other regulatory clearance or a breach by the other party to the agreement, to permit Trident, Athens NA or Fountain or such member of their respective Groups, as applicable to seek an alternative disposition transactionthis Agreement.

Agreement Not to Compete. (a) None of Trident and Athens NA or any member of their respective Groups, on the one hand, and Fountain or any member of the Fountain Group, on the other hand, shall, for For a period of three (3) five years following from the Closing Date, establish Ashland shall not, and shall cause each of its subsidiaries (other than Ashland-Suedchemie Kernfest GmbH and Ashland Avebene S.A., in each case for so long as neither Ashland nor any of its subsidiaries own, directly or acquire any new businesses that involve indirectly and individually or collectively, more than 50% of the sale equity interests of products such entities) not to, directly or the provision of services that indirectly: (i) with respect to Trident engage in the business of manufacturing or Athens NA or any member of their respective Groups, compete with the Fountain Business or (ii) with respect to Fountain or any member of the Fountain Group compete with the Trident Business or the Athens North American R/SB Business marketing maleic anhydride (“Competitive Activities”). ) within North America; provided, however, that this clause (bi) Notwithstanding Section 5.2(a), Trident, Athens NA and Fountain and any member shall not apply to the marketing of their respective Groups shall be permitted to continue to conduct their current Businesses and extensions thereof (including any sale of any product briquette maleic anhydride acquired from Marathon or service that otherwise incorporates or uses as a component any of its subsidiaries; (ii) solicit or recruit any Transferred Maleic Business Employee; provided, however, that this clause (ii) shall not apply to (A) a general advertisement or solicitation program that is not specifically targeted at such persons or (B) any employee whose employment by HoldCo has been terminated prior to such solicitation or recruitment; or (iii) solicit any customer of the products that would otherwise constitute Competitive Activities); provided thatMaleic Business within North America or any person who, within one year prior to the time of such solicitation, was a customer of the Maleic Business within North America, for purposes the purpose of marketing maleic anhydride in competition with the Maleic Business in North America with the knowledge of such customer relationship; provided, however, that this clause (iii) shall not apply to the marketing of briquette maleic anhydride acquired from Marathon or any of its subsidiaries. Notwithstanding the foregoing, this Section 5.2, the Trident Retained Business 4.06(a) shall be deemed to exclude not breached as a result of: (i) the Athens North American R/SB Business. ownership by Ashland or any of its subsidiaries of (cA) Notwithstanding Section 5.2(a)less than an aggregate of 10% of any class of stock of a person engaged, Tridentdirectly or indirectly, Athens NA and Fountain and any member of their respective Groups shall also be permitted to (I) acquire and own any interests in any publicly-traded Persons that engage in Competitive Activities so long as such interests constitute less than 5% of such Person’s voting securities, or (IIB) acquire and own any interests in any Persons not publicly-traded that engage in Competitive Activities so long as such interests constitute less than 10% in value of such Person’s voting securitiesany instrument of indebtedness of a person engaged, directly or indirectly, in Competitive Activities; or (IIIii) sell the acquisition by Ashland or divest any or all of its assets or businesses subsidiaries of any person that, prior to any Person that the acquisition thereof, is not an Affiliateaffiliate of Ashland and that engages, and such Person shall in no way be bound by the restrictions set forth in Section 5.2(a) and (IV) acquire and own any interests in any Persons that engage directly or indirectly, in Competitive Activities so long as the within North America (A) if such Competitive Activities of such Person constitute within North America account for less than 2520% of such Personperson’s consolidated annual net revenues for its most recently completed fiscal year or (a “Permitted Acquiree”), and, in the case B) if Ashland disposes of clause (IV), each of Trident, Athens NA and Fountain and any member of their respective Groups, as applicable, uses its reasonable best efforts or agrees to dispose of the businesses of or discontinues such Permitted Acquiree person’s business engaged in Competitive Activities within twelve (12) months from North America within one year after the closing of such acquisition; provided . (b) Ashland hereby agrees that such twelve (12) month period shall the geographic and business scope and the duration of the covenants and restrictions in this Section 4.06 are fair and reasonable. However, if any provision of this Agreement is held to be extended in invalid or unenforceable by reason of the event that a definitive agreement geographic or business scope or duration thereof, the court or other tribunal is hereby directed to dispose construe and enforce this Section 4.06 as if the geographic or business scope or the duration of such business within such twelve (12) month period provision has been entered into more narrowly drawn as so not to be invalid or unenforceable, and such invalidity or unenforceability shall not affect or render invalid or unenforceable any other provision of this Agreement. (xc) for three Ashland acknowledges that HoldCo will have no adequate remedy at law if Ashland violates or breaches any term of this Section 4.06. In such event, HoldCo shall have the right (3) months, to permit upon compliance with any necessary prerequisites imposed by law upon the closing availability of such transaction remedies), in addition to any other rights or remedies that it may have to obtain, in any court of competent jurisdiction, injunctive relief to restrain any breach or threatened breach of, or otherwise to specifically enforce the terms of, this Section 4.06, and to exercise such remedies cumulatively or in conjunction with all other rights and remedies provided by contract (yhereunder or otherwise, including the right to indemnity under Article XIII of the Master Agreement), at law or in equity. (d) All the covenants in this Section 4.06 are intended by each party hereto to, and shall, be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Ashland against HoldCo, whether predicated on this Agreement or otherwise (other than a claim or cause of action of Ashland against HoldCo for a reasonable period of time, in the event such definitive agreement is terminated as a result material breach of the failure Maleic Supply Agreement that is continuing after written notice by Ashland thereof and the expiration of a closing conditionreasonable cure period in accordance with the terms of the Maleic Supply Agreement), the failure to obtain antitrust or other regulatory clearance or shall not constitute a breach by the other party defense to the agreement, to permit Trident, Athens NA or Fountain or such member enforcement by HoldCo of their respective Groups, as applicable to seek an alternative disposition transactionany covenant in this Section 4.06.

Agreement Not to Compete. (a) None of Trident and Athens NA or any member of their respective Groups, on the one hand, and Fountain or any member of the Fountain Group, on the other hand, shall, for For a period of three (3) five years following from the Closing Date, establish Ashland shall not, and shall cause each of its subsidiaries (other than Ashland-Suedchemie Kernfest GmbH and Ashland Avebene S.A., in each case for so long as neither Ashland nor any of its subsidiaries own, directly or acquire any new businesses that involve indirectly and individually or collectively, more than 50% of the sale equity interests of products such entities) not to, directly or the provision of services that indirectly: (i) with respect engage in the business of manufacturing or marketing maleic anhydride ("Competitive Activities") within North America; provided, however, that this clause (i) shall not apply to Trident or Athens NA the marketing of briquette maleic anhydride acquired from Marathon or any member of their respective Groupsits subsidiaries; (ii) solicit or recruit any Transferred Maleic Business Employee; provided, compete however, that this clause (ii) shall not apply to (A) a general advertisement or solicitation program that is not specifically targeted at such persons or (B) any employee whose employment by HoldCo has been terminated prior to such solicitation or recruitment; or (iii) solicit any customer of the Maleic Business within North America or any person who, within one year prior to the time of such solicitation, was a customer of the Maleic Business within North America, for the purpose of marketing maleic anhydride in competition with the Fountain Maleic Business in North America with the knowledge of such customer relationship; provided, however, that this clause (iii) shall not apply to the marketing of briquette maleic anhydride acquired from Marathon or any of its subsidiaries. Notwithstanding the foregoing, this Section 4.06(a) shall be deemed not breached as a result of: (i) the ownership by Ashland or any of its subsidiaries of (A) less than an aggregate of 10% of any class of stock of a person engaged, directly or indirectly, in Competitive Activities or (B) less than 10% in value of any instrument of indebtedness of a person engaged, directly or indirectly, in Competitive Activities; or (ii) with respect to Fountain the acquisition by Ashland or any member of the Fountain Group compete with the Trident Business or the Athens North American R/SB Business (“Competitive Activities”). (b) Notwithstanding Section 5.2(a), Trident, Athens NA and Fountain and any member of their respective Groups shall be permitted to continue to conduct their current Businesses and extensions thereof (including any sale its subsidiaries of any product or service that otherwise incorporates or uses as a component any of the products that would otherwise constitute Competitive Activities); provided person that, for purposes prior to the acquisition thereof, is not an affiliate of this Section 5.2Ashland and that engages, the Trident Retained Business shall be deemed to exclude the Athens North American R/SB Business. (c) Notwithstanding Section 5.2(a)directly or indirectly, Trident, Athens NA and Fountain and any member of their respective Groups shall also be permitted to (I) acquire and own any interests in any publicly-traded Persons that engage in Competitive Activities so long as within North America (A) if such interests constitute Competitive Activities within North America account for less than 520% of such Person’s voting securities, (II) acquire and own any interests in any Persons not publicly-traded that engage in Competitive Activities so long as such interests constitute less than 10% of such Person’s voting securities, (III) sell or divest any or all of its assets or businesses to any Person that is not an Affiliate, and such Person shall in no way be bound by the restrictions set forth in Section 5.2(a) and (IV) acquire and own any interests in any Persons that engage in Competitive Activities so long as the Competitive Activities of such Person constitute less than 25% of such Person’s person's consolidated annual net revenues for its most recently completed fiscal year or (a “Permitted Acquiree”), and, in the case B) if Ashland disposes of clause (IV), each of Trident, Athens NA and Fountain and any member of their respective Groups, as applicable, uses its reasonable best efforts or agrees to dispose of the businesses of or discontinues such Permitted Acquiree person's business engaged in Competitive Activities within twelve (12) months from North America within one year after the closing of such acquisition; provided . (b) Ashland hereby agrees that such twelve (12) month period shall the geographic and business scope and the duration of the covenants and restrictions in this Section 4.06 are fair and reasonable. However, if any provision of this Agreement is held to be extended in invalid or unenforceable by reason of the event that a definitive agreement geographic or business scope or duration thereof, the court or other tribunal is hereby directed to dispose construe and enforce this Section 4.06 as if the geographic or business scope or the duration of such business within such twelve (12) month period provision has been entered into more narrowly drawn as so not to be invalid or unenforceable, and such invalidity or unenforceability shall not affect or render invalid or unenforceable any other provision of this Agreement. (xc) for three Ashland acknowledges that HoldCo will have no adequate remedy at law if Ashland violates or breaches any term of this Section 4.06. In such event, HoldCo shall have the right (3) months, to permit upon compliance with any necessary prerequisites imposed by law upon the closing availability of such transaction remedies), in addition to any other rights or remedies that it may have to obtain, in any court of competent jurisdiction, injunctive relief to restrain any breach or threatened breach of, or otherwise to specifically enforce the terms of, this Section 4.06, and to exercise such remedies cumulatively or in conjunction with all other rights and remedies provided by contract (yhereunder or otherwise, including the right to indemnity under Article XIII of the Master Agreement), at law or in equity. (d) All the covenants in this Section 4.06 are intended by each party hereto to, and shall, be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Ashland against HoldCo, whether predicated on this Agreement or otherwise (other than a claim or cause of action of Ashland against HoldCo for a reasonable period of time, in the event such definitive agreement is terminated as a result material breach of the failure Maleic Supply Agreement that is continuing after written notice by Ashland thereof and the expiration of a closing conditionreasonable cure period in accordance with the terms of the Maleic Supply Agreement), the failure to obtain antitrust or other regulatory clearance or shall not constitute a breach by the other party defense to the agreement, to permit Trident, Athens NA or Fountain or such member enforcement by HoldCo of their respective Groups, as applicable to seek an alternative disposition transactionany covenant in this Section 4.06.

Agreement Not to Compete. (a) None USAi understands that the Partnership shall be entitled to protect and preserve the going concern value of Trident USAi's Existing Business to the extent permitted by law and Athens NA or any member that Universal would not have entered into this Agreement absent the provisions of their respective Groupsthis Section 4.13 and, on the one hand, and Fountain or any member of the Fountain Group, on the other hand, shalltherefore, for a period of three (3) years following from the Closing DateDate until the date that is the later of (1) 18 months after the Closing Date and (2) six calendar months after the date upon which Diller ceases to be the CEO of the Partnership, establish USAi shall not, and s▇▇▇▇ ▇ause each of its controlled Affiliates not to, directly or indirectly: (i) engage in the Business or acquire any new businesses that involve interest in any Person engaged in the sale of products or the provision of services that (i) with respect to Trident or Athens NA or any member of their respective Groups, compete with the Fountain Business or Business; and (ii) with respect to Fountain (A) solicit, recruit or hire any member employees of the Fountain Group compete with the Trident any Existing Business or the Athens North American R/SB Partnership or Persons who have worked for any Existing Business or the Partnership, in each case other than employees who perform solely clerical functions for such Persons, (“Competitive Activities”B) solicit or encourage any employee of any Existing Business or the Partnership to leave the employment of any Existing Business or the Partnership, in each case other than employees who perform solely clerical functions for such Persons, and (C) disclose or furnish to anyone any confidential information relating to its Existing Business or the Partnership or otherwise use such confidential information for its own benefit or the benefit of any other Person; provided that the non- solicitation provisions of clauses (A) and (B) shall be deemed not breached by any advertisement or general solicitation that is not specifically targeted at the employees or Persons referred to therein; provided, further, that if at any time after 18 months after the Closing Date (x) Diller shall cease to be the CEO or an officer of USAi or any of its ▇▇▇▇▇▇ates but shall still be the CEO of the Partnership, or (y) Diller resigns as CEO of the Partnership for Good Reason or is termin▇▇▇▇ ▇ithout Cause (each, as defined in the Partnership Agreement), then the restrictions set forth in this Section 4.13(a) shall cease to apply. Notwithstanding the foregoing, USAi agrees that it shall not restructure, reorganize or take any other action in an effort to circumvent the terms or intent of this Section 4.13(a). (b) Notwithstanding Section 5.2(a), Trident, Athens NA and Fountain and any member of their respective Groups shall be permitted to continue to conduct their current Businesses and extensions thereof (including any sale of any product or service that otherwise incorporates or uses as a component any of the products that would otherwise constitute Competitive Activities); provided that, for purposes of this Section 5.2, the Trident Retained Business 4.13(a) shall be deemed to exclude not breached as a result of the Athens North American R/SB ownership by USAi or any of its Affiliates of: (i) interests in the Partnership, (ii) less than an aggregate of 5% of any class of stock of a Person engaged, directly or indirectly, in the Business; provided, however, that such stock is listed on a national securities exchange, (iii) Vivendi ordinary shares as the result of the exercise of a put or a call under Section 10.03 of the Partnership Agreement, (iv) less than 10% in value of any instrument of indebtedness of a Person engaged, directly or indirectly, in the Business, and (v) the whole or any part of an acquired Person or business which carries on the Business, where less than 30% of such Person's revenues are generated by the Business, and USAi or its Affiliates will dispose of such Business within six months of its acquisition, provided that such disposition may be delayed pending receipt of required regulatory approvals. (c) Notwithstanding USAi agrees that this covenant is reasonable with respect to its duration and scope. If, at the time of enforcement of this Section 5.2(a)4.13, Trident, Athens NA and Fountain and any member of their respective Groups shall also be permitted to (I) acquire and own any interests in any publicly-traded Persons a court holds that engage in Competitive Activities so long as such interests constitute less than 5% of such Person’s voting securities, (II) acquire and own any interests in any Persons not publicly-traded that engage in Competitive Activities so long as such interests constitute less than 10% of such Person’s voting securities, (III) sell or divest any or all of its assets or businesses to any Person that is not an Affiliate, and such Person shall in no way be bound by the restrictions set forth in Section 5.2(a) and (IV) acquire and own any interests in any Persons that engage in Competitive Activities so long as stated herein are unreasonable under the Competitive Activities of such Person constitute less than 25% of such Person’s consolidated annual net revenues for its most recently completed fiscal year (a “Permitted Acquiree”), and, in the case of clause (IV), each of Trident, Athens NA and Fountain and any member of their respective Groups, as applicable, uses its reasonable best efforts to dispose of the businesses of such Permitted Acquiree in Competitive Activities within twelve (12) months from the closing of such acquisition; provided that such twelve (12) month period shall be extended in the event that a definitive agreement to dispose of such business within such twelve (12) month period has been entered into (x) for three (3) months, to permit the closing of such transaction or (y) for a reasonable period of time, in the event such definitive agreement is terminated as a result of the failure of a closing conditioncircumstances then existing, the failure to obtain antitrust or other regulatory clearance or a breach by parties hereto agree that the other party to period and scope legally permissible under such circumstances will be substituted for the agreement, to permit Trident, Athens NA or Fountain or such member of their respective Groups, as applicable to seek an alternative disposition transactionperiod and scope stated herein.

Agreement Not to Compete. (a) None USAi understands that the Partnership shall be entitled to protect and preserve the going concern value of Trident USAi's Existing Business to the extent permitted by law and Athens NA or any member that Universal would not have entered into this Agreement absent the provisions of their respective Groupsthis Section 4.13 and, on the one hand, and Fountain or any member of the Fountain Group, on the other hand, shalltherefore, for a period of three (3) years following from the Closing DateDate until the date that is the later of (1) 18 months after the Closing Date and (2) six calendar months after the date upon which Diller ceases to be the CEO of the Partnership, establish USAi shall not, an▇ ▇▇▇▇l cause each of its controlled Affiliates not to, directly or indirectly: (i) engage in the Business or acquire any new businesses that involve interest in any Person engaged in the sale of products or the provision of services that (i) with respect to Trident or Athens NA or any member of their respective Groups, compete with the Fountain Business or Business; and (ii) with respect to Fountain (A) solicit, recruit or hire any member employees of the Fountain Group compete with the Trident any Existing Business or the Athens North American R/SB Partnership or Persons who have worked for any Existing Business or the Partnership, in each case other than employees who perform solely clerical functions for such Persons, (“Competitive Activities”B) solicit or encourage any employee of any Existing Business or the Partnership to leave the employment of any Existing Business or the Partnership, in each case other than employees who perform solely clerical functions for such Persons, and (C) disclose or furnish to anyone any confidential information relating to its Existing Business or the Partnership or otherwise use such confidential information for its own benefit or the benefit of any other Person; provided that the non- solicitation provisions of clauses (A) and (B) shall be deemed not breached by any advertisement or general solicitation that is not specifically targeted at the employees or Persons referred to therein; provided, further, that if at any time after 18 months after the Closing Date (x) Diller shall cease to be the CEO or an officer of USAi or any of i▇▇ ▇▇▇iliates but shall still be the CEO of the Partnership, or (y) Diller resigns as CEO of the Partnership for Good Reason or is ter▇▇▇▇▇▇d without Cause (each, as defined in the Partnership Agreement), then the restrictions set forth in this Section 4.13(a) shall cease to apply. Notwithstanding the foregoing, USAi agrees that it shall not restructure, reorganize or take any other action in an effort to circumvent the terms or intent of this Section 4.13(a). (b) Notwithstanding Section 5.2(a), Trident, Athens NA and Fountain and any member of their respective Groups shall be permitted to continue to conduct their current Businesses and extensions thereof (including any sale of any product or service that otherwise incorporates or uses as a component any of the products that would otherwise constitute Competitive Activities); provided that, for purposes of this Section 5.2, the Trident Retained Business 4.13(a) shall be deemed to exclude not breached as a result of the Athens North American R/SB ownership by USAi or any of its Affiliates of: (i) interests in the Partnership, (ii) less than an aggregate of 5% of any class of stock of a Person engaged, directly or indirectly, in the Business; provided, however, that such stock is listed on a national securities exchange, (iii) Vivendi ordinary shares as the result of the exercise of a put or a call under Section 10.03 of the Partnership Agreement, (iv) less than 10% in value of any instrument of indebtedness of a Person engaged, directly or indirectly, in the Business, and (v) the whole or any part of an acquired Person or business which carries on the Business, where less than 30% of such Person's revenues are generated by the Business, and USAi or its Affiliates will dispose of such Business within six months of its acquisition, provided that such disposition may be delayed pending receipt of required regulatory approvals. (c) Notwithstanding USAi agrees that this covenant is reasonable with respect to its duration and scope. If, at the time of enforcement of this Section 5.2(a)4.13, Trident, Athens NA and Fountain and any member of their respective Groups shall also be permitted to (I) acquire and own any interests in any publicly-traded Persons a court holds that engage in Competitive Activities so long as such interests constitute less than 5% of such Person’s voting securities, (II) acquire and own any interests in any Persons not publicly-traded that engage in Competitive Activities so long as such interests constitute less than 10% of such Person’s voting securities, (III) sell or divest any or all of its assets or businesses to any Person that is not an Affiliate, and such Person shall in no way be bound by the restrictions set forth in Section 5.2(a) and (IV) acquire and own any interests in any Persons that engage in Competitive Activities so long as stated herein are unreasonable under the Competitive Activities of such Person constitute less than 25% of such Person’s consolidated annual net revenues for its most recently completed fiscal year (a “Permitted Acquiree”), and, in the case of clause (IV), each of Trident, Athens NA and Fountain and any member of their respective Groups, as applicable, uses its reasonable best efforts to dispose of the businesses of such Permitted Acquiree in Competitive Activities within twelve (12) months from the closing of such acquisition; provided that such twelve (12) month period shall be extended in the event that a definitive agreement to dispose of such business within such twelve (12) month period has been entered into (x) for three (3) months, to permit the closing of such transaction or (y) for a reasonable period of time, in the event such definitive agreement is terminated as a result of the failure of a closing conditioncircumstances then existing, the failure to obtain antitrust or other regulatory clearance or a breach by parties hereto agree that the other party to period and scope legally permissible under such circumstances will be substituted for the agreement, to permit Trident, Athens NA or Fountain or such member of their respective Groups, as applicable to seek an alternative disposition transactionperiod and scope stated herein.

Agreement Not to Compete. During the period from the date hereof until one (1) year after the termination or nonrenewal of the Employee's employment with the Employer and/or its Subsidiaries for any reason set forth in Section 17 hereof, the Employee shall not (i) purchase an ownership interest of greater than 5% of a company or other entity which is at such time engaged in the citrus juice beverage industry and active in the same geographic area as the Employer or any of its Subsidiaries or their respective affiliates, is otherwise competitive with the Employer or any of its Subsidiaries or their respective affiliates, or is attempting to enter such industry in such geographic area or to become otherwise competitive; (ii) act as a consultant, officer, director or in any other capacity, whose responsibilities are related to the citrus juice beverage industry in the same geographic area as the Employer or any of its Subsidiaries operates; or (iii) solicit in any way or entice away from the Employer or its Subsidiaries or their respective affiliates (a) None any clients or account of Trident and Athens NA the Employer or any member of its Subsidiaries or their respective Groups, on the one hand, and Fountain affiliates which were active clients or any member accounts of the Fountain GroupEmployer or its Subsidiaries or their respective affiliates during the Employee's employment with the Employer, on (b) any prospective client or account of the other handEmployer or its Subsidiaries or their respective affiliates which the Employer or its Subsidiaries or their respective affiliates was actively engaged in soliciting during the Employee's employment with the Employer, shall, (c) any employee of the Employer or its Subsidiaries or their respective affiliates (unless such employee shall have either been discharged by such entity or shall have otherwise ceased to be employed by such entity for a period of three 365 days) or (3d) years following any manufacturers or suppliers of the Closing Date, establish Employer's or acquire any new businesses that involve the sale of products its Subsidiaries or the provision of services that (i) with respect to Trident or Athens NA or any member of their respective Groupsaffiliates, compete which were manufacturers or suppliers of the Employer or its Subsidiaries or their respective affiliates during the Employee's employment with the Fountain Business or (ii) with respect Employer. Notwithstanding the foregoing, however, if the Employer fails to Fountain or make any member of payments due hereunder to the Fountain Group compete with Employee when due, the Trident Business or the Athens North American R/SB Business (“Competitive Activities”). (b) Notwithstanding Section 5.2(a), Trident, Athens NA and Fountain and any member of their respective Groups shall be permitted to continue to conduct their current Businesses and extensions thereof (including any sale of any product or service that otherwise incorporates or uses as a component any of the products that would otherwise constitute Competitive Activities); provided that, for purposes provisions of this Section 5.2, the Trident Retained Business 24.2 shall be deemed to exclude the Athens North American R/SB Businessnot apply. (c) Notwithstanding Section 5.2(a), Trident, Athens NA and Fountain and any member of their respective Groups shall also be permitted to (I) acquire and own any interests in any publicly-traded Persons that engage in Competitive Activities so long as such interests constitute less than 5% of such Person’s voting securities, (II) acquire and own any interests in any Persons not publicly-traded that engage in Competitive Activities so long as such interests constitute less than 10% of such Person’s voting securities, (III) sell or divest any or all of its assets or businesses to any Person that is not an Affiliate, and such Person shall in no way be bound by the restrictions set forth in Section 5.2(a) and (IV) acquire and own any interests in any Persons that engage in Competitive Activities so long as the Competitive Activities of such Person constitute less than 25% of such Person’s consolidated annual net revenues for its most recently completed fiscal year (a “Permitted Acquiree”), and, in the case of clause (IV), each of Trident, Athens NA and Fountain and any member of their respective Groups, as applicable, uses its reasonable best efforts to dispose of the businesses of such Permitted Acquiree in Competitive Activities within twelve (12) months from the closing of such acquisition; provided that such twelve (12) month period shall be extended in the event that a definitive agreement to dispose of such business within such twelve (12) month period has been entered into (x) for three (3) months, to permit the closing of such transaction or (y) for a reasonable period of time, in the event such definitive agreement is terminated as a result of the failure of a closing condition, the failure to obtain antitrust or other regulatory clearance or a breach by the other party to the agreement, to permit Trident, Athens NA or Fountain or such member of their respective Groups, as applicable to seek an alternative disposition transaction.

Agreement Not to Compete. (a) None Each of Trident Seller and Athens NA or any member of their respective Groups, on the one hand, Selling Subsidiaries understands that Purchaser shall be entitled to protect and Fountain or any member preserve the going concern value of the Fountain GroupBusiness to the extent permitted by Law and that Purchaser would not have entered into this Agreement absent the provisions of this Section 5.03 and, on the other hand, shalltherefore, for a period of three (3) two years following from the Closing Date, establish Seller shall not, and shall cause each of its Affiliates not to, directly or acquire any new businesses that involve indirectly engage in the sale design, development and production ("Competitive Activities") of products or the provision of services that (i) with respect to Trident or Athens NA or any member of their respective Groups, compete are directly in competition with the Fountain Business or (ii) with respect to Fountain or any member Products set forth on Section 5.03 of the Fountain Group compete with Disclosure Schedule ("Competitive Products"), except that if any goods or services were not sold by the Trident Business during the period of time that it was owned by Seller (collectively, "Permitted Goods and Services"), Seller may design, develop or the Athens North American R/SB Business (“Competitive Activities”)produce any such Permitted Goods and Services notwithstanding anything contained in this Agreement. (b) Notwithstanding Section 5.2(a), Trident, Athens NA and Fountain and any member of their respective Groups 5.03(a) shall be permitted to continue to conduct their current Businesses and extensions thereof (including any sale of any product or service that otherwise incorporates or uses deemed not breached as a component result of any of the products that would otherwise constitute following: (i) the ownership by Seller or any of its Affiliates of (A) less than an aggregate of 15% of any class of stock of a Person engaged, directly or indirectly, in Competitive Activities); provided that(B) less than 10% in value of any class or series of indebtedness of a Person engaged, directly or indirectly, in Competitive Activities; (C) a Person that engages, directly or indirectly, in Competitive Activities if such Competitive Activities account for purposes less than 15% of this Section 5.2such Person's consolidated annual revenues for the fiscal year preceding the acquisition of such Person by 35 <page> Seller or its Affiliates or (D) a Person that engages, directly or indirectly, in Competitive Activities if such Competitive Activities account for more than 15% of such Person's consolidated annual revenues for the Trident Retained Business shall be deemed fiscal year preceding the acquisition of such Person by Seller or its Affiliates and if Seller or such Affiliate ceases such Competitive Activities (by divesting Competitive Products or otherwise) within one year of having acquired ownership of such Person; (ii) Seller's (or an Affiliate's) acting as a reseller, consultant or systems integrator with respect to exclude Products or Competitive Products, including the Athens North American R/SB Businessimplementation or modification thereof; (iii) Seller's (or an Affiliate's) entering into a strategic alliance, marketing agreement, referral arrangement or similar cooperative arrangement with respect to the marketing and sale of Competitive Products manufactured by Persons other than Seller and its Affiliates; or (iv) the design, development or production by Seller or any of its Affiliates of software and other products solely for its internal use. (c) Notwithstanding Section 5.2(a)any other provision of this Agreement, Trident, Athens NA it is understood and Fountain agreed that the remedy of indemnity payments pursuant to Article X and any member of their respective Groups shall also other remedies at law would be permitted to (I) acquire and own any interests in any publicly-traded Persons that engage in Competitive Activities so long as such interests constitute less than 5% of such Person’s voting securities, (II) acquire and own any interests in any Persons not publicly-traded that engage in Competitive Activities so long as such interests constitute less than 10% of such Person’s voting securities, (III) sell or divest any or all of its assets or businesses to any Person that is not an Affiliate, and such Person shall in no way be bound by the restrictions set forth in Section 5.2(a) and (IV) acquire and own any interests in any Persons that engage in Competitive Activities so long as the Competitive Activities of such Person constitute less than 25% of such Person’s consolidated annual net revenues for its most recently completed fiscal year (a “Permitted Acquiree”), and, inadequate in the case of clause (IV), each of Trident, Athens NA and Fountain and any member of their respective Groups, as applicable, uses its reasonable best efforts to dispose breach of the businesses covenants contained in Section 5.03(a). Purchaser shall be entitled to equitable relief, including the remedy of specific performance, with respect to any breach or attempted breach of such Permitted Acquiree in Competitive Activities within twelve (12) months from the closing of such acquisition; provided that such twelve (12) month period shall be extended in the event that a definitive agreement to dispose of such business within such twelve (12) month period has been entered into (x) for three (3) months, to permit the closing of such transaction or (y) for a reasonable period of time, in the event such definitive agreement is terminated as a result of the failure of a closing condition, the failure to obtain antitrust or other regulatory clearance or a breach by the other party to the agreement, to permit Trident, Athens NA or Fountain or such member of their respective Groups, as applicable to seek an alternative disposition transactioncovenants. SECTION 5.04.

Agreement Not to Compete. (a) None Diller understands that the Partnership shall be entitled to protect ▇▇▇ ▇▇eserve the going concern value of Trident USAi's Existing Business (as "Existing Business" is defined in the Transaction Agreement) and Athens NA or any member the Partnership to the extent permitted by law and that Universal would not have entered into this Agreement absent the provisions of their respective Groupsthis Section 9.04 and, on the one hand, and Fountain or any member of the Fountain Group, on the other hand, shalltherefore, for a period from the Closing Date until the date that is the earlier of (A) the later of (1) 18 months after the Closing Date and (2) six calendar months after the date upon which Diller ceases to be the chief executive officer of the Partnership an▇ (▇) three (3) years following after the Closing Date, establish Diller shall not, and shall cause each of its Affiliates not to, dire▇▇▇▇ ▇r indirectly: (i) engage in the Restricted Business or acquire any new businesses that involve interest in any Person engaged in the sale of products or the provision of services that (i) with respect to Trident or Athens NA or any member of their respective Groups, compete with the Fountain Business or Restricted Business; and (ii) with respect to Fountain (A) solicit, recruit or hire any member employees of the Fountain Group compete with the Trident USAi's Existing Business or the Athens North American R/SB Partnership or Persons who have worked for USAi's Existing Business or the Partnership, in each case other than employees who perform solely clerical functions for such Persons, (“Competitive Activities”)B) solicit or encourage any employee of USAi's Existing Business or the Partnership to leave the employment of USAi's Existing Business or the Partnership, in each case other than employees who perform solely clerical functions for such Persons, and (C) disclose or furnish to anyone any confidential information relating to USAi's Existing Business or the Partnership or otherwise use such confidential information for its own benefit or the benefit of any other Person; provided that the non-solicitation provisions of clauses (A) and (B) shall be deemed not breached by any advertisement or general solicitation that is not specifically targeted at the employees or Persons referred to therein; provided that, if at any time after 18 months after the Closing Date, Diller resigns as chief executive officer of the Partnership for Good Reason or Diller's employment is terminated without Cause, then the restr▇▇▇▇▇▇▇ set forth in this Section 9.04(a) shall cease to apply on and from the effective date of such resignation or termination. (b) Notwithstanding This Section 5.2(a), Trident, Athens NA and Fountain and any member of their respective Groups shall be permitted to continue to conduct their current Businesses and extensions thereof (including any sale of any product or service that otherwise incorporates or uses as a component any of the products that would otherwise constitute Competitive Activities); provided that, for purposes of this Section 5.2, the Trident Retained Business 9.04 shall be deemed to exclude not breached as a result of (i) the Athens North American R/SB ownership by Diller or any of his Affiliates of interests in the Partnership, or o▇ ▇▇▇▇stments in any class of stock of any entity, public or private, engaged, directly or indirectly, in the Restricted Business so long as Diller does not serve as a director, an officer, a consultant or as a▇ ▇▇▇▇oyee of such entity and is not otherwise engaged in the management or operations of such entity, (ii) Diller's engagement in not-for-profit or charitable activities relate▇ ▇▇ ▇▇▇ Business, whether on boards or otherwise, (iii) ownership of Vivendi Ordinary Shares as the result of the exercise of a Put or a Call or (iv) Diller's position as a member of any board of directors (including on ▇▇▇ ▇▇▇mittees thereof) on which he is a board member on the date hereof. (c) Notwithstanding Diller agrees that the covenant in Section 5.2(a)9.04(a) is reasonable with ▇▇▇▇▇ct to its duration and scope. If, Tridentat the time of enforcement of this Section 9.04, Athens NA and Fountain and any member of their respective Groups shall also be permitted to (I) acquire and own any interests in any publicly-traded Persons a court holds that engage in Competitive Activities so long as such interests constitute less than 5% of such Person’s voting securities, (II) acquire and own any interests in any Persons not publicly-traded that engage in Competitive Activities so long as such interests constitute less than 10% of such Person’s voting securities, (III) sell or divest any or all of its assets or businesses to any Person that is not an Affiliate, and such Person shall in no way be bound by the restrictions set forth in Section 5.2(a) and (IV) acquire and own any interests in any Persons that engage in Competitive Activities so long as stated herein are unreasonable under the Competitive Activities of such Person constitute less than 25% of such Person’s consolidated annual net revenues for its most recently completed fiscal year (a “Permitted Acquiree”), and, in the case of clause (IV), each of Trident, Athens NA and Fountain and any member of their respective Groups, as applicable, uses its reasonable best efforts to dispose of the businesses of such Permitted Acquiree in Competitive Activities within twelve (12) months from the closing of such acquisition; provided that such twelve (12) month period shall be extended in the event that a definitive agreement to dispose of such business within such twelve (12) month period has been entered into (x) for three (3) months, to permit the closing of such transaction or (y) for a reasonable period of time, in the event such definitive agreement is terminated as a result of the failure of a closing conditioncircumstances then existing, the failure to obtain antitrust or other regulatory clearance or a breach by parties hereto agree that the other party to period and scope legally permissible under such circumstances will be substituted for the agreement, to permit Trident, Athens NA or Fountain or such member of their respective Groups, as applicable to seek an alternative disposition transactionperiod and scope stated herein.

Agreement Not to Compete. (a) None For a period of Trident four (4) years from the Closing, none of the Sellers shall, and Athens NA or any member Sellers shall cause each of their respective Groupsaffiliates not to, on the one hand, and Fountain directly or any member of the Fountain Group, on the other hand, shall, for a period of three (3) years following the Closing Date, establish or acquire any new businesses that involve the sale of products or the provision of services that indirectly: (i) with respect in any part of the world, manufacture, distribute, market or sell (A) yeast for supply to Trident bakeries in the commercial baking industry, yeast for consumer use in home baking or Athens NA or any member of their respective Groups, compete with the Fountain Business yeast extracts; or (iiB) with respect to Fountain or any member of bakery ingredients for commercial bakers ((A) — (B), the Fountain Group compete with the Trident Business or the Athens North American R/SB Business (“Competitive Activities”); (ii) solicit any current or former customer of the Business to purchase any of the products referenced in clauses (A) — (B) above and currently sold by the Business from anyone other than Buyer and its affiliates; and (iii) (A) solicit, recruit or hire any employee of the Business or (B) solicit or encourage any employee of the Business to leave the employment of the Business; provided, however, that the foregoing shall not apply to responses to or follow up hiring in respect of general solicitations or advertisements for job positions not specifically directed to such employee. (b) Notwithstanding Section 5.2(a), Trident, Athens NA and Fountain and 5.7(a) hereof shall not be breached (i) as a result of the ownership by any member Sellers or any of their respective Groups shall be permitted to continue to conduct their current Businesses and extensions thereof affiliates of: (including any sale A) less than an aggregate of ten percent (10%) of any product class of stock of a Person engaged, directly or service indirectly, in Competitive Activities; (B) a Person that otherwise incorporates engages, directly or uses indirectly, in Competitive Activities if such Competitive Activities account for less than ten percent (10%) of such person’s consolidated annual revenues; provided, however, that such Competitive Activities in the relevant market account for less than 20% of the annual revenues of Buyer and its affiliates in such market in respect of Competitive Activities; (C) any Retained Entity; or (D) any Transferred Properties to the extent of the activities of those Transferred Properties as at the date hereof; or (ii) as a component result of: (A) the sale or distribution by any of the Sellers or any of their affiliates of any products that would otherwise constitute Competitive Activities)provided by Buyer or its affiliates; provided that, for purposes of this Section 5.2, or (B) the Trident Retained Business shall be deemed to exclude the Athens North American R/SB Businessexisting G▇▇▇▇▇▇ F▇▇▇▇▇▇ flour business in New Zealand. (c) Notwithstanding Section 5.2(a)any other provision of this Agreement, Trident, Athens NA it is understood and Fountain agreed that the remedy of indemnity payments pursuant to Article IX and any member of their respective Groups shall also other remedies at law would be permitted to (I) acquire and own any interests in any publicly-traded Persons that engage in Competitive Activities so long as such interests constitute less than 5% of such Person’s voting securities, (II) acquire and own any interests in any Persons not publicly-traded that engage in Competitive Activities so long as such interests constitute less than 10% of such Person’s voting securities, (III) sell or divest any or all of its assets or businesses to any Person that is not an Affiliate, and such Person shall in no way be bound by the restrictions set forth in Section 5.2(a) and (IV) acquire and own any interests in any Persons that engage in Competitive Activities so long as the Competitive Activities of such Person constitute less than 25% of such Person’s consolidated annual net revenues for its most recently completed fiscal year (a “Permitted Acquiree”), and, inadequate in the case of clause (IV), each of Trident, Athens NA and Fountain and any member of their respective Groups, as applicable, uses its reasonable best efforts to dispose breach of the businesses covenants contained in Section 5.7(a) hereof. Buyer shall be entitled to equitable relief, including the remedy of specific performance, with respect to any breach or attempted breach of such Permitted Acquiree in Competitive Activities within twelve (12) months from the closing of such acquisition; provided that such twelve (12) month period shall be extended in the event that a definitive agreement to dispose of such business within such twelve (12) month period has been entered into (x) for three (3) months, to permit the closing of such transaction or (y) for a reasonable period of time, in the event such definitive agreement is terminated as a result of the failure of a closing condition, the failure to obtain antitrust or other regulatory clearance or a breach by the other party to the agreement, to permit Trident, Athens NA or Fountain or such member of their respective Groups, as applicable to seek an alternative disposition transactioncovenants.

Agreement Not to Compete. (a) None Each of Trident Seller and Athens NA or any member of their respective Groups, on Parent understands that Purchaser shall be entitled to protect and preserve the one hand, and Fountain or any member going concern value of the Fountain GroupBusiness to the extent permitted by law and that Purchaser would not have entered into this Agreement absent the provisions of this Section 5.15 and, on the other hand, shalltherefore, for a period of three (3) four years following from the Closing DateClosing, establish Parent shall not, and shall cause each of its affiliates not to, directly or acquire any new businesses that involve the sale of products or the provision of services that indirectly: (i) with respect to Trident operate, own or Athens NA or control a business engaged in the wholesale distribution of any member residential pool products through a network of their respective Groupssmall distribution, compete with the Fountain Business or (ii) with respect to Fountain or branch warehouses located in any member of the Fountain Group compete with the Trident Business or the Athens North American R/SB Business States of California, Nevada and Arizona (“Competitive Activities”). (b) Notwithstanding Section 5.2(a), Trident, Athens NA except that the Parent and Fountain and its affiliates may distribute any member of their respective Groups shall be permitted residential pool products through up to continue to conduct their current Businesses and extensions thereof (including any sale of any product five shipping points owned or service that otherwise incorporates leased by Parent or uses as a component any of the products that would otherwise constitute Competitive Activities); provided that, for its affiliates and located in any of these three states. For purposes of this paragraph “residential pool products” shall include, but not be limited to, pool chemicals, pool accessories, and pool equipment such as pumps, motors, filters and heaters. Nothing contained herein shall prohibit Parent or its affiliates from distributing in such states or elsewhere, pool products or chemicals manufactured, blended or marketed at any time by Parent or any of its affiliates provided such distribution is not in connection with a business prohibited under the previous sentence, however, it is understood that Parent’s current business (other than the Business) conducted by Parent and its affiliates (other than Seller) will continue after the Closing and is not prohibited by this Section 5.25.15. In addition, nothing herein shall prohibit Parent or its affiliates from taking a security interest in assets of third parties engaged in the Trident Retained Business shall be deemed wholesale distribution of a complete line of pool products to exclude the Athens North American R/SB Business. (c) Notwithstanding Section 5.2(a), Trident, Athens NA and Fountain and any member of their respective Groups shall also be permitted secure debts owed by such third parties to (I) acquire and own any interests in any publicly-traded Persons that engage in Competitive Activities so long as such interests constitute less than 5% Parent or its affiliates or from taking possession of such Person’s voting securities, (II) acquire pledged assets and own any interests in any Persons not publicly-traded that engage in Competitive Activities so long as operating such interests constitute less than 10% of a business upon a bona fide default by such Person’s voting securities, (III) sell or divest any or all of its assets or businesses to any Person that is not an Affiliate, and such Person shall in no way be bound by the restrictions set forth in Section 5.2(a) and (IV) acquire and own any interests in any Persons that engage in Competitive Activities so long as the Competitive Activities of such Person constitute less than 25% of such Person’s consolidated annual net revenues for its most recently completed fiscal year (a “Permitted Acquiree”), and, in the case of clause (IV), each of Trident, Athens NA and Fountain and any member of their respective Groups, as applicable, uses its reasonable best efforts to dispose of the businesses of such Permitted Acquiree in Competitive Activities within twelve (12) months from the closing of such acquisitionthird party; provided that such twelve (12) month period pledged assets and related business shall be extended sold within one year from the date Parent or any affiliate takes possession or begins operations, whichever is earlier and (ii) solicit, recruit or hire any employee of the Business who at the time is paid by Purchaser or any of its affiliates more than $40,000 in annual base salary, while such employee is employed in the event that a definitive agreement to dispose Business or employed by Purchaser or any of such business within such twelve its affiliates; provided the foregoing shall not prohibit Parent and its affiliates from making general solicitation or advertising for employees in any media or through any required governmental employment program or listing. (12a) month period has been entered into (x) for three (3) months, to permit the closing of such transaction or (y) for a reasonable period of time, in the event such definitive agreement is terminated shall be deemed not breached as a result of the failure ownership by Parent or any of its affiliates of: (i) less than an aggregate of 10% of any class of stock of a closing conditionperson engaged, the failure to obtain antitrust directly or other regulatory clearance indirectly, in Competitive Activities; (ii) less than 10% in value of any instrument of indebtedness of a person engaged, directly or indirectly, in Competitive Activities; (iii) a breach by the other party to the agreementperson that engages, to permit Tridentdirectly or indirectly, Athens NA or Fountain or in Competitive Activities if such member Competitive Activities account for less than 15% of their respective Groups, as applicable to seek an alternative disposition transaction.such person’s consolidated annual revenues and less than $50 million in sales of such person; or

Agreement Not to Compete. For a period of five (5) years from the date of this Agreement (the “Restricted Period”), Asuragen covenants that it will not jointly or individually or directly or indirectly through any of its controlled Affiliates: (a) None engage in the Business in the United States of Trident and Athens NA or any member of their respective Groups, on America (the one hand, and Fountain or any member of the Fountain Group, on the other hand, shall, for a period of three (3) years following the Closing Date, establish or acquire any new businesses “Territory”); provided that involve the sale of products or the provision of services that in no event shall (i) with respect to Trident development or Athens NA sale of reagents or any member of their respective Groups, compete with the Fountain Business kits for use in thyroid or pancreatic diagnostics or (ii) performance of research and development activities, other than developing or assistance with respect developing a laboratory to Fountain be certified under the Clinical Laboratory Improvement Amendments of 1988 (“CLIA”) or any member assistance with developing a service for pancreatic or thyroid diagnostics (or both) in a CLIA setting, on behalf of the Fountain Group compete existing or future services customers be considered competitive with the Trident Business or the Athens North American R/SB Business (“Competitive Activities”).Business; (b) Notwithstanding Section 5.2(a)acquire an interest (as owner, Tridentstockholder, Athens NA and Fountain and lender, partner, co‑venturer, director, shareholder, employee, agent, consultant or otherwise) in any member of their respective Groups shall be permitted to continue to conduct their current Businesses and extensions thereof Person that engages in the Business in the Territory; provided, that notwithstanding the foregoing, (including any sale i) Asuragen may own, directly or indirectly, solely as an investment, securities of any product Person traded on any national securities exchange if Asuragen does not, directly or service that otherwise incorporates indirectly, own 5% or uses as a component more of any class of securities of such Person and (ii) from and after the third anniversary of the products Effective Date, Asuragen may acquire all or substantially all of the assets or equity interests of a Person (the “Acquired Business”) that would engages in the Business in the Territory, so long as (1) the gross revenues generated by the Business engaged in by such Acquired Business is, and shall remain at all times such Acquired Business is owned by Asuragen, less than 15% of the lesser of (A) the total enterprise value of such Acquired Business and (B) the gross revenues of the Acquired Business, in each case without taking into effect the acquisition of such Acquired Business by Asuragen, and (2) within 180 days after the closing of any such acquisition, Asuragen shall consummate a divestiture of the portion of such Acquired Business that is engaged in the Business or otherwise constitute Competitive Activities); provided that, for purposes discontinue the portion of this Section 5.2, such Acquired Business that is engaged in the Trident Retained Business shall be deemed to exclude the Athens North American R/SB Business.; (c) Notwithstanding Section 5.2(a)solicit, Tridentcall on or transact or engage in any direct or indirect business activity with any customer, Athens NA and Fountain and vendor, franchisee, subscriber or referral source with whom Asuragen or any member of its controlled Affiliates shall have dealt in connection with the Business at any time prior to the date of this Agreement for purposes of diverting their business or services with respect to the Business from Purchaser; (d) knowingly influence or attempt to influence any then current customer, vendor, franchisee, or referral source of Purchaser, Asuragen or any of their respective Groups shall also be permitted controlled Affiliates, to (I) acquire and own terminate or modify any interests in written or oral agreement with Purchaser or any publicly-traded Persons that engage in Competitive Activities so long as such interests constitute less than 5% of such Person’s voting securities, (II) acquire and own any interests in any Persons not publicly-traded that engage in Competitive Activities so long as such interests constitute less than 10% of such Person’s voting securities, (III) sell or divest any or all of its assets Affiliates for purposes of diverting their business or businesses services with respect to the Business from Purchaser; (e) knowingly influence or attempt to influence any Person to terminate or modify an agency, distributorship, or similar arrangement with Purchaser or any of its controlled Affiliates in connection with the Business for purposes of diverting their business or services with respect to the Business from Purchaser; or (f) knowingly facilitate, assist or permit any of its Affiliates to use any of Asuragen’s information, resources, personnel, Intellectual Property Rights, Know-How, Patent Rights, Trade Secrets or assets that is not an Affiliatewould cause any such Affiliate to be in violation of this Agreement had such Affiliate been a party hereto, and such Person shall in no way be bound by it being understood that for the restrictions set forth in purpose of this Section 5.2(a) and (IV) acquire and own any interests in any Persons that engage in Competitive Activities so long as the Competitive Activities of such Person constitute less than 25% of such Person’s consolidated annual net revenues for its most recently completed fiscal year (a “Permitted Acquiree”1(f), and, in the case term “Affiliate” shall include any Acquired Business as well as any portion of clause (IVan Acquired Business Asuragen divests pursuant to Section 1(b), each of Trident, Athens NA and Fountain and any member of their respective Groups, as applicable, uses its reasonable best efforts to dispose of the businesses of such Permitted Acquiree in Competitive Activities within twelve (12) months from the closing of such acquisition; provided that such twelve (12) month period shall be extended in the event that a definitive agreement to dispose of such business within such twelve (12) month period has been entered into (x) for three (3) months, to permit the closing of such transaction or (y) for a reasonable period of time, in the event such definitive agreement is terminated as a result of the failure of a closing condition, the failure to obtain antitrust or other regulatory clearance or a breach by the other party to the agreement, to permit Trident, Athens NA or Fountain or such member of their respective Groups, as applicable to seek an alternative disposition transaction.

Agreement Not to Compete. (a) None of Trident During the Term, the Shareholders and Athens NA or any member of the Beneficiaries shall not, and shall cause their respective GroupsAffiliates not to, on the one hand, and Fountain or any member of the Fountain Group, on the other hand, shall, for a period of three (3) years following the Closing Date, establish or acquire any new businesses that involve the sale of products or the provision of services that (i) engage, directly or indirectly (whether as equityholder, partner, joint venturer, financing source or consultant in any capacity whatsoever), anywhere in the world, in the business of designing, manufacturing, marketing or selling diagnostic, therapeutic or support devices, equipment, accessories, consumables or services with gastrointestinal, laparoscopy or urology uses (the “Business”), (ii) have any direct or indirect financial or other interest in any corporation, firm, business or entity engaged in the Business or (iii) solicit, directly or indirectly, any customer of the Company or its Subsidiaries with respect to Trident or Athens NA on behalf of any business or entity engaged in the Business provided, however, this Section 6.6 shall not prohibit any member Shareholder or Beneficiary from owning a passive interest of their respective Groups, compete less than five percent (5%) of a publicly traded company that competes with the Fountain Business Company or (ii) with respect to Fountain or any member of the Fountain Group compete with the Trident Business or the Athens North American R/SB Business (“Competitive Activities”)its Subsidiaries. (b) Notwithstanding Section 5.2(a)If any Shareholder, Trident, Athens NA and Fountain and any member Beneficiary or any of their respective Groups shall be permitted Affiliates breaches, or threatens to continue to conduct their current Businesses and extensions thereof (including any sale of any product or service that otherwise incorporates or uses as commit a component breach of, any of the products that would otherwise constitute Competitive Activities); provided that, for purposes provisions of this Section 5.26.6 (the “Non-Compete Covenants”), Buyer shall have the right and remedy to have the Non-Compete Covenants specifically enforced by any court having jurisdiction, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to Buyer and its Affiliates and that money damages will not provide an adequate remedy to Buyer and its Affiliates. Nothing in this Section 6.6 shall be construed to limit the right of Buyer to collect money damages in the event of a breach o f the Non-Compete Covenants. In addition to the remedies Buyer may seek and obtain pursuant to this Section 6.6, the Trident Retained Business Term shall be deemed extended by and all periods during which any Shareholder, any Beneficiary or any of their respective Affiliates shall be found by a court of competent jurisdiction to exclude have been in violation of any of the Athens North American R/SB BusinessNon-Compete Covenants. (c) Notwithstanding Subject to the provisions of Section 5.2(a6.6(b), Tridentthe term of this Section 6.6 (the “Term”) shall commence on the Closing Date and end on the five (5)—year anniversary of the Closing Date, Athens NA unless a court of competent jurisdiction shall find that such period is not permissible with respect to a jurisdiction, in which case, this Section 6.6 shall terminate, with respect to such jurisdiction only, at the end of the maximum period of time permissible under applicable Law. (d) If any Governmental Authority determines that any of the Non-Compete Covenants, or any part thereof, is invalid or unenforceable, the remainder of the Non-Compete Covenants shall, to the extent enforceable under applicable Law, not thereby be affected and Fountain and shall be given full effect, without regard to the portions which have been declared invalid or unenforceable. (e) If any member Governmental Authority determines that any of their respective Groups shall also be permitted to (I) acquire and own the Non-Compete Covenants, or any interests in any publicly-traded Persons that engage in Competitive Activities so long as such interests constitute less than 5% part thereof, is unenforceable because of the duration or geographic scope of such Person’s voting securitiesprovision, (II) acquire and own it is the intention of the parties that such Governmental Authority shall have the power to modify any interests in any Persons not publicly-traded that engage in Competitive Activities so long as such interests constitute less than 10% of such Person’s voting securitiesprovision, (III) sell or divest any or all of its assets or businesses to any Person that is not an Affiliatethe extent necessary to render the provision enforceable, and such Person shall in no way be bound by the restrictions set forth in Section 5.2(a) and (IV) acquire and own any interests in any Persons that engage in Competitive Activities provision as so long as the Competitive Activities of such Person constitute less than 25% of such Person’s consolidated annual net revenues for its most recently completed fiscal year (a “Permitted Acquiree”), and, in the case of clause (IV), each of Trident, Athens NA and Fountain and any member of their respective Groups, as applicable, uses its reasonable best efforts to dispose of the businesses of such Permitted Acquiree in Competitive Activities within twelve (12) months from the closing of such acquisition; provided that such twelve (12) month period modified shall be extended in the event that a definitive agreement to dispose of such business within such twelve (12) month period has been entered into (x) for three (3) months, to permit the closing of such transaction or (y) for a reasonable period of time, in the event such definitive agreement is terminated as a result of the failure of a closing condition, the failure to obtain antitrust or other regulatory clearance or a breach by the other party to the agreement, to permit Trident, Athens NA or Fountain or such member of their respective Groups, as applicable to seek an alternative disposition transactionenforced.

Agreement Not to Compete. (a) None Seller understands that Purchaser shall be entitled to protect the value of Trident the Business (and Athens NA or any member the goodwill included in the Acquired Assets) to the extent permitted by law and that Purchaser would not have entered into this Agreement absent the provisions of their respective Groupsthis Section 6.12. Accordingly, Seller shall not, and shall cause its Affiliates, not to (including within the parishes listed on Exhibit L, in which Seller acknowledges Purchaser will carry on the one handBusiness): (i) manufacture or sell acrylonitrile, and Fountain or any member of the Fountain Grouphydrocryanic acid, on the other handsulfuric acid, shall, melamine for a period of three five (35) years following after the Closing Date; or (ii) solicit, recruit or hire any Business Employee hired by Purchaser for a period of two years after the Closing Date, establish other than any such Business Employee are terminated by Purchaser and who has not been employed by Purchaser for a period of at least six (6) months; provided, however, that the provisions of this Section 6.12(a)(ii) shall not prevent Seller or acquire its Affiliates from engaging in any new businesses that involve the sale newspaper or other general solicitation not specifically targeted at Business Employees and hiring any non-management Business Employee as a direct result of products such employee responding to such newspaper or the provision of services that (i) with respect to Trident or Athens NA or any member of their respective Groups, compete with the Fountain Business or (ii) with respect to Fountain or any member of the Fountain Group compete with the Trident Business or the Athens North American R/SB Business (“Competitive Activities”)general solicitation. (b) Notwithstanding Seller and its Affiliates shall not be deemed to violate the provisions of Section 5.2(a), Trident, Athens NA and Fountain and any member of their respective Groups shall be permitted to continue to conduct their current Businesses and extensions thereof (including any sale of any product or service that otherwise incorporates or uses as a component any 6.12(a) by reason of the products that would otherwise constitute Competitive Activities); provided thatacquisition of a Person, which as of the date of the acquisition, engages in a business which competes with the Business, so long as (A) the total consolidated revenues of such Person from its activities in competition with the Business for the fiscal year ended immediately prior to such acquisition shall not exceed 20% of the total consolidated revenues of such Person for such fiscal year and (B) Seller or its Affiliates divest such competitive business operations so acquired not later than one (1) year after the acquisition. For purposes of this Section 5.26.12(b) only, the Trident Retained Business “Affiliate” shall not be deemed to exclude the Athens North American R/SB Businessinclude any Person hereafter acquiring control of Seller or any of such Person’s Affiliates that are not controlled by Seller. (c) Notwithstanding Section 5.2(a)any other provision of this Agreement, Trident, Athens NA it is understood and Fountain agreed that the remedy of indemnity payments pursuant to Article IX and any member of their respective Groups shall also other remedies at law would be permitted to (I) acquire and own any interests in any publicly-traded Persons that engage in Competitive Activities so long as such interests constitute less than 5% of such Person’s voting securities, (II) acquire and own any interests in any Persons not publicly-traded that engage in Competitive Activities so long as such interests constitute less than 10% of such Person’s voting securities, (III) sell or divest any or all of its assets or businesses to any Person that is not an Affiliate, and such Person shall in no way be bound by the restrictions set forth in Section 5.2(a) and (IV) acquire and own any interests in any Persons that engage in Competitive Activities so long as the Competitive Activities of such Person constitute less than 25% of such Person’s consolidated annual net revenues for its most recently completed fiscal year (a “Permitted Acquiree”), and, inadequate in the case of clause (IV), each of Trident, Athens NA and Fountain and any member of their respective Groups, as applicable, uses its reasonable best efforts to dispose breach of the businesses covenants contained in this Section 6.12. Purchaser shall be entitled to equitable relief, including the remedy of specific performance, with respect to any breach or attempted breach of such Permitted Acquiree in Competitive Activities within twelve (12) months from the closing of such acquisition; provided that such twelve (12) month period shall be extended in the event that a definitive agreement to dispose of such business within such twelve (12) month period has been entered into (x) for three (3) months, to permit the closing of such transaction or (y) for a reasonable period of time, in the event such definitive agreement is terminated as a result of the failure of a closing condition, the failure to obtain antitrust or other regulatory clearance or a breach by the other party to the agreement, to permit Trident, Athens NA or Fountain or such member of their respective Groups, as applicable to seek an alternative disposition transactioncovenants.

Agreement Not to Compete. (a) None of Trident The Principal Seller understands that Purchaser shall be entitled to protect and Athens NA or any member of their respective Groups, on preserve the one hand, and Fountain or any member going concern value of the Fountain Groupbusiness of the Company to the extent permitted by law and that Purchaser would not have entered into this Agreement absent the provisions of this Section 5.11 and, on the other hand, shalltherefore, for a period of three (3) years following from the Closing DateClosing, establish the Principal Seller shall not, directly or acquire any new businesses that involve the sale of products or the provision of services that indirectly: (i) with respect to Trident engage in activities or Athens NA businesses, or establish any member of their respective Groupsnew businesses, compete within North America that are substantially in competition with the Fountain Business or (ii) with respect to Fountain or any member of the Fountain Group compete with the Trident Business or the Athens North American R/SB Business Company (“Competitive Activities”), including (A) selling goods or services of the type sold by the Company, except that if any goods or services were not sold by the Company during the period of time prior to the Closing and are not sold by the Company at the time of the Closing (collectively, “Permitted Goods and Services”), the Principal Seller may sell any Permitted Goods and Services, (B) soliciting any customer or prospective customer of the Company to purchase any goods or services sold by the Company, other than Permitted Goods and Services, from anyone other than Purchaser and its affiliates, and (C) assisting any person in any way to do, or attempt to do, anything prohibited by clause (A) or (B) above; and (ii) (A) solicit, recruit or hire any employee of the Company or person who has worked for the Company or (B) solicit or encourage any employee of the Company to leave the employment of the Company. (b) Notwithstanding Section 5.2(a), Trident, Athens NA and Fountain and any member of their respective Groups shall be permitted to continue to conduct their current Businesses and extensions thereof (including any sale of any product or service that otherwise incorporates or uses as a component any of the products that would otherwise constitute Competitive Activities); provided that, for purposes of this Section 5.2, the Trident Retained Business 5.11(a) shall be deemed to exclude not breached as a result of the Athens North American R/SB Businessownership by the Principal Seller of: (i) less than an aggregate of [REDACTED] of any class of stock of a person engaged, directly or indirectly, in Competitive Activities; provided, however, that such stock is listed on a national securities exchange; (ii) less than [REDACTED] in value of any instrument of indebtedness of a person engaged, directly or indirectly, in Competitive Activities; or (iii) a person that engages, directly or indirectly, in Competitive Activities if such Competitive Activities account for less than [REDACTED] of such person’s consolidated annual revenues. (c) Notwithstanding Section 5.2(a)any other provision of this Agreement, Trident, Athens NA it is understood and Fountain agreed that the remedy of indemnity payments pursuant to Article VII and any member of their respective Groups shall also other remedies at law would be permitted to (I) acquire and own any interests in any publicly-traded Persons that engage in Competitive Activities so long as such interests constitute less than 5% of such Person’s voting securities, (II) acquire and own any interests in any Persons not publicly-traded that engage in Competitive Activities so long as such interests constitute less than 10% of such Person’s voting securities, (III) sell or divest any or all of its assets or businesses to any Person that is not an Affiliate, and such Person shall in no way be bound by the restrictions set forth in Section 5.2(a) and (IV) acquire and own any interests in any Persons that engage in Competitive Activities so long as the Competitive Activities of such Person constitute less than 25% of such Person’s consolidated annual net revenues for its most recently completed fiscal year (a “Permitted Acquiree”), and, inadequate in the case of clause (IV), each of Trident, Athens NA and Fountain and any member of their respective Groups, as applicable, uses its reasonable best efforts to dispose breach of the businesses covenants contained in Section 5.11(a). Purchaser shall be entitled to equitable relief, including the remedy of specific performance, with respect to any breach or attempted breach of such Permitted Acquiree in Competitive Activities within twelve (12) months from the closing of such acquisition; provided that such twelve (12) month period shall be extended in the event that a definitive agreement to dispose of such business within such twelve (12) month period has been entered into (x) for three (3) months, to permit the closing of such transaction or (y) for a reasonable period of time, in the event such definitive agreement is terminated as a result of the failure of a closing condition, the failure to obtain antitrust or other regulatory clearance or a breach by the other party to the agreement, to permit Trident, Athens NA or Fountain or such member of their respective Groups, as applicable to seek an alternative disposition transactioncovenants.

Agreement Not to Compete. 12) As a material inducement to Buyer to enter into this Agreement and to consummate the transactions contemplated hereby, and for and in consideration of the sum of $50,000 (which constitutes part of the Purchase Price) to be paid to Seller at Closing, Seller and Bombay agree to the covenants and agreements set forth in this Section 13.1 for the benefit of Buyer and its Affiliates. (a) None of Trident and Athens NA or Neither Seller, Bombay nor any member of their respective GroupsAffiliates will, on at any time from and after the one hand, Closing Date and Fountain or any member through the first anniversary of the Fountain Group, on the other hand, shall, for a period of three (3) years following the Closing Date, establish or acquire any new businesses that involve without the sale prior written consent of products or the provision of services that Buyer, (i) with respect to Trident directly or Athens NA or any member of their respective Groupsindirectly engage in, compete with the Fountain Business or (ii) acquire control of or more than a five percent (5%) interest in a publicly-traded entity, or assist or render services (whether or not for compensation, or as an agent, advisor, consultant or lender) to or for, any business involved in the wholesale sale of accent furniture worldwide. Notwithstanding anything contained in this Section 13.1 (b) to the contrary, Seller, Bombay and their respective Affiliates shall have no such restrictions with respect to Fountain (i) operating retail stores; (ii) selling products on a wholesale basis to, and providing advisory or consulting services to, the international licensees of Seller's Affiliates; or (iii) occasional sales of over-stock and close-out items to the wholesale trade;" provided however, that nothing in this Section 13.1(b) shall prevent Seller, Bombay or any member of their respective Affiliates from acquiring more than a five percent (5%) interest in a publicly-traded entity whose most recent annual financial statements indicate that less than 25% of its annual revenues were derived from the Fountain Group compete with the Trident Business or the Athens North American R/SB Business (“Competitive Activities”)wholesale selling of accent furniture. (b) Notwithstanding Section 5.2(aThe parties agree that they will not (and will not permit any of their Affiliates to), Tridentat any time from and after the Closing Date and through the one year anniversary thereof, Athens NA and Fountain and any member of their respective Groups shall be permitted to continue to conduct their current Businesses and extensions thereof (including any sale directly or indirectly through the actions of any product other Person, whether for its own benefit or service for that otherwise incorporates of another Person, whether for its own benefit or uses as a component for that of another Person: (i) solicit for hire, divert or hire, or attempt to solicit for hire, divert or hire, any individual who then is or at any time within the 12 month period preceding the proposed hire date, an officer, director, manager, or other employee of another party hereto or any of the products that would otherwise constitute Competitive Activities); provided thatits Affiliates, for purposes of this Section 5.2, the Trident Retained Business shall be deemed or induce or attempt to exclude the Athens North American R/SB Business. (c) Notwithstanding Section 5.2(a), Trident, Athens NA and Fountain and induce any member of their respective Groups shall also be permitted such individual to (I) acquire and own any interests in any publicly-traded Persons that engage in Competitive Activities so long as such interests constitute less than 5% of such Person’s voting securities, (II) acquire and own any interests in any Persons not publicly-traded that engage in Competitive Activities so long as such interests constitute less than 10% of such Person’s voting securities, (III) sell terminate his or divest any or all of its assets or businesses to any Person that is not an Affiliate, and such Person shall in no way be bound by the restrictions set forth in Section 5.2(a) and (IV) acquire and own any interests in any Persons that engage in Competitive Activities so long as the Competitive Activities of such Person constitute less than 25% of such Person’s consolidated annual net revenues for its most recently completed fiscal year (a “Permitted Acquiree”), and, in the case of clause (IV), each of Trident, Athens NA and Fountain and any member of their respective Groups, as applicable, uses its reasonable best efforts to dispose of the businesses of such Permitted Acquiree in Competitive Activities within twelve (12) months from the closing of such acquisition; provided that such twelve (12) month period shall be extended in the event that a definitive agreement to dispose of such business within such twelve (12) month period has been entered into (x) for three (3) months, to permit the closing of such transaction or (y) for a reasonable period of time, in the event such definitive agreement is terminated as a result of the failure of a closing condition, the failure to obtain antitrust or other regulatory clearance or a breach by her employment with the other party to or any of its Affiliates; or (ii) take any action, or advise or assist any Person in taking any action that could damage the agreement, to permit Trident, Athens NA or Fountain or relationships between such member of their respective Groups, as applicable to seek an alternative disposition transactionparties and the suppliers listed on Schedule 5.18(b).

Agreement Not to Compete. (a) None Neither Parent nor any of Trident and Athens NA or any member of their respective Groups, on the one hand, and Fountain or any member of the Fountain Group, on the other hand, its controlled affiliates shall, for a period of three (3) two years following the Closing Date, establish or acquire any new businesses within Canada, the United States (as defined in Section 1.1) or Mexico that involve the sale of products or in the provision of services that (ilines set forth on Schedule 10.5(a)(ii) with respect to Trident or Athens NA or any member of their respective Groups, compete with the Fountain Business or (ii) with respect to Fountain or any member of the Fountain Group compete with the Trident Business or the Athens North American R/SB Business (“Competitive Activities”). (b) Notwithstanding paragraph (a) of this Section 5.2(a)10.5, Trident, Athens NA Parent and Fountain and any member of their respective Groups its controlled affiliates shall be permitted to (i) continue to conduct their current Businesses businesses and extensions thereof (including any sale of any product or service that otherwise incorporates or uses as a component any of other than the products that would otherwise constitute Competitive ActivitiesBusiness) and (ii) conduct the businesses described on Schedule 10.5(b)(ii) and extensions thereof (other than the Business); provided that, for purposes of this Section 5.2, the Trident Retained Business shall be deemed to exclude the Athens North American R/SB Business. (c) Notwithstanding paragraph (a) of this Section 5.2(a)10.5, Trident, Athens NA Parent and Fountain and any member of their respective Groups its controlled affiliates shall also be permitted to (I) acquire and own any interests in any publicly-traded Persons that engage in Competitive Activities so long as such interests constitute less than 5% of such Person’s voting securities, and (II) acquire and own any interests in any Persons not publicly-traded that engage in Competitive Activities so long as such interests constitute less than 10% of such Person’s voting securities, (III) sell or divest any or all of its assets or businesses to any Person that is not an Affiliate, and such Person shall in no way be bound by the restrictions set forth in Section 5.2(a) and (IV) acquire and own any interests in any Persons that engage in Competitive Activities so long as the Competitive Activities of such Person constitute less than 2530% of such Person’s consolidated annual net revenues for its most recently completed fiscal year (a “Permitted Acquiree”), and, in the case of clause (IVII), each of Trident, Athens NA and Fountain and any member of their respective Groups, as applicable, Parent uses its reasonable best efforts to dispose of the businesses of such Permitted Acquiree in Competitive Activities within twelve (12) months one year from the closing of such acquisition; provided that such twelve (12) month one year period shall be extended in the event that Parent has entered into a definitive agreement to dispose of such business within such twelve (12) month one year period has been entered into (x) for three (3) months, to permit the closing of such transaction or (y) for a reasonable period of time, in the event such definitive agreement is terminated as a result of the failure of a closing condition, the failure to obtain antitrust or other regulatory clearance or a breach by the other party to the agreement, to permit Trident, Athens NA or Fountain or such member of their respective Groups, as applicable Parent to seek an alternative disposition transaction, and provided further that Parent shall not be required to dispose of any such Permitted Acquiree’s Competitive Activities in Mexico that are acquired as part of a multi-category line of business and that are acquired after the one year anniversary following the Closing Date. Table of Contents (d) In the case of a Non-U.S. Transferor that is a Canadian entity, such non-U.S. Transferor and the applicable non-U.S. Transferee agree that no part of the consideration paid for the relevant Non-U.S. Transfer will be allocable to the covenants contained in this Section 10.5.

Agreement Not to Compete. (a) None of Trident Except as provided in Sections 3(b) and Athens NA or any member of their respective Groups(c), on the one handBrink’s shall not, and Fountain or any member shall cause each of the Fountain Groupits Subsidiaries not to, on the other hand, shall, for a period of three (3) years following the Closing Date, establish or acquire any new businesses that involve the sale of products or the provision of services that (i) with respect to Trident directly or Athens NA indirectly, participate in, engage in or carry on any member Restricted Activities or own, operate, control, share any revenues of their respective Groups, compete with the Fountain or have any profit or other debt or equity interest in any Competing Business or (ii) with respect actively assist any Person (other than BHS or its Subsidiaries) in any way (including by means of providing financing to Fountain such Person), directly or indirectly, to participate in, engage in or carry on any member Restricted Activities or own, operate, control, share any revenues of the Fountain Group compete with the Trident Business or the Athens North American R/SB Business (“Competitive Activities”)have any profit or other debt or equity interest in any Competing Business. (b) Notwithstanding anything herein to the contrary, Section 5.2(a)3(a) shall not prohibit Brink’s or its Subsidiaries from the following activities: (i) the participation or engagement in any type of business conducted by BHS or any of its Subsidiaries other than the Restricted Activities; (ii) in the ordinary course of business of Brink’s or any of its Subsidiaries, Tridentthe purchase of products or services from, Athens NA or sale of products or services to, a Person that is engaged in Restricted Activities, provided that the primary purpose of any such purchases or sales is not to assist such Person in engaging in or establishing a Competing Business; (iii) the beneficial ownership of not more than an aggregate of 5.0% of the outstanding voting power of any Person engaged in any Competing Business whose securities are listed on any national securities exchange or automated quotation system, provided that Brink’s does not, directly or indirectly, control such Competing Business; (iv) the ownership of indebtedness of any Competing Business if (A) the aggregate principal amount of indebtedness of such Competing Business owned by Brink’s and Fountain its Subsidiaries does not exceed $50,000,000 and (B) such indebtedness owned by Brink’s and its Subsidiaries does not represent more than 5.0% of any member series of their respective Groups indebtedness of such Competing Business, provided that all series of indebtedness of any Competing Business that vote as a single class shall be permitted to continue to conduct their current Businesses and extensions thereof (including any sale considered a single series of any product or service that otherwise incorporates or uses as a component any of the products that would otherwise constitute Competitive Activities); provided that, indebtedness for purposes of this Section 5.23(b)(iv); or (v) the acquisition of any interest in, or indebtedness of, a Competing Business, if the Trident Retained Restricted Activities of such Competing Business shall be deemed to exclude account for less than 20.0% of such Competing Business’s consolidated annual revenues for the Athens North American R/SB Businessfiscal year immediately preceding the date on which such acquisition or combination is consummated, provided that, if revenues from such Restricted Activities exceeded $50,000,000 during the 12 month period immediately preceding such acquisition or combination, Brink’s or its Subsidiary, as the case may be, will sell its interest in such Competing Business within 12 months of such acquisition or combination. (c) Notwithstanding Section 5.2(a), Trident, Athens NA and Fountain and In the event Brink’s or any member of their respective Groups shall also be permitted to (I) acquire and own any interests in any publicly-traded Persons that engage in Competitive Activities so long as such interests constitute less than 5% of such Person’s voting securities, (II) acquire and own any interests in any Persons not publicly-traded that engage in Competitive Activities so long as such interests constitute less than 10% of such Person’s voting securities, (III) sell or divest any or all of its assets Subsidiaries acquires an ownership or businesses to other interest in, or indebtedness of, any Person that is not an Affiliate, and such Person shall Competing Business in no way be bound by excess of the restrictions percentage or dollar thresholds set forth in Section 5.2(a) and (IV) acquire and own any interests in any Persons that engage in Competitive Activities so long as the Competitive Activities of such Person constitute less than 25% of such Person’s consolidated annual net revenues for its most recently completed fiscal year (a “Permitted Acquiree”3(b)(iii), and(iv) or (v), Section 3(a) shall nevertheless be deemed not breached in the case of clause (IV), each of Trident, Athens NA and Fountain and any member of their respective Groups, as applicable, event that Brink’s or the relevant Subsidiary uses its all reasonable best efforts to dispose of the businesses such interest or indebtedness in excess of such Permitted Acquiree thresholds in Competitive Activities within twelve a bona fide sale at market value (12as determined in good faith by the Board of Directors of Brink’s) months from as soon as possible, and Brink’s or the closing relevant Subsidiary completes the sale of such acquisition; provided that interest or indebtedness in excess of such twelve thresholds within 12 months of the date of acquisition of such interest or indebtedness. For the avoidance of doubt, Brink’s or the relevant Subsidiary will be in breach of this Agreement if it continues to have any ownership or other interest in, or indebtedness of, such Competing Business in excess of such thresholds beyond 12 months following the date of the acquisition of such interest or indebtedness. (12d) month period During the Non-Compete Period, Brink’s shall be extended not, and shall cause each of its Subsidiaries not to, enter into any new agreement to license any of the Trade Symbols (as defined in the event that a definitive agreement Brand Licensing Agreement) or any other ▇▇▇▇ using the word “Brink’s” or any derivation thereof to dispose any Person (other than BHS or any of such business within such twelve (12) month period has been entered into (xits Subsidiaries) for three (3) months, to permit the closing of such transaction or (y) for a reasonable period of time, use in the event such definitive agreement is terminated as a result of the failure of a closing condition, the failure to obtain antitrust or other regulatory clearance or a breach by the other party to the agreement, to permit Trident, Athens NA or Fountain or such member of their respective Groups, as applicable to seek an alternative disposition transactionany Restricted Activities.

Agreement Not to Compete. (a) None Diller understands that the Partnership shall be entitled to protect ▇▇▇ ▇▇eserve the going concern value of Trident USAi's Existing Business (as "Existing Business" is defined in the Transaction Agreement) and Athens NA or any member the Partnership to the extent permitted by law and that Universal would not have entered into this Agreement absent the provisions of their respective Groupsthis Section 9.04 and, on the one hand, and Fountain or any member of the Fountain Group, on the other hand, shalltherefore, for a period from the Closing Date until the date that is the earlier of (A) the later of (1) 18 months after the Closing Date and (2) six calendar months after the date upon which Diller ceases to be the chief executive officer of the Partnership an▇ (▇) three (3) years following after the Closing Date, establish Diller shall not, and shall cause each of its Affiliates not to, dire▇▇▇▇ ▇r indirectly: (i) engage in the Restricted Business or acquire any new businesses that involve interest in any Person engaged in the sale of products or the provision of services that (i) with respect to Trident or Athens NA or any member of their respective Groups, compete with the Fountain Business or Restricted Business; and (ii) with respect to Fountain (A) solicit, recruit or hire any member employees of the Fountain Group compete with the Trident USAi's Existing Business or the Athens North American R/SB Partnership or Persons who have worked for USAi's Existing Business or the Partnership, in each case other than employees who perform solely clerical functions for such Persons, (“Competitive Activities”)B) solicit or encourage any employee of USAi's Existing Business or the Partnership to leave the employment of USAi's Existing Business or the Partnership, in each case other than employees who perform solely clerical functions for such Persons, and (C) disclose or furnish to anyone any confidential information relating to USAi's Existing Business or the Partnership or otherwise use such confidential information for its own benefit or the benefit of any other Person; provided that the non-solicitation provisions of clauses (A) and (B) shall be deemed not breached by any advertisement or general solicitation that is not specifically targeted at the employees or Persons referred to therein; provided that, if at any time after 18 months after the Closing Date, Diller resigns as chief executive officer of the Partnership ▇▇▇ Good Reason or Diller's employment is terminated without Cause, then the r▇▇▇▇▇▇▇▇ons set forth in this Section 9.04(a) shall cease to apply on and from the effective date of such resignation or termination. (b) Notwithstanding This Section 5.2(a), Trident, Athens NA and Fountain and any member of their respective Groups shall be permitted to continue to conduct their current Businesses and extensions thereof (including any sale of any product or service that otherwise incorporates or uses as a component any of the products that would otherwise constitute Competitive Activities); provided that, for purposes of this Section 5.2, the Trident Retained Business 9.04 shall be deemed to exclude not breached as a result of (i) the Athens North American R/SB ownership by Diller or any of his Affiliates of interests in the Partnership, or o▇ ▇▇▇▇stments in any class of stock of any entity, public or private, engaged, directly or indirectly, in the Restricted Business so long as Diller does not serve as a director, an officer, a consultant or as a▇ ▇▇▇▇oyee of such entity and is not otherwise engaged in the management or operations of such entity, (ii) Diller's engagement in not-for-profit or charitable activities relate▇ ▇▇ ▇▇▇ Business, whether on boards or otherwise, (iii) ownership of Vivendi Ordinary Shares as the result of the exercise of a Put or a Call or (iv) Diller's position as a member of any board of directors (including on ▇▇▇ ▇▇▇mittees thereof) on which he is a board member on the date hereof. (c) Notwithstanding Diller agrees that the covenant in Section 5.2(a)9.04(a) is reasonable with ▇▇▇▇▇ct to its duration and scope. If, Tridentat the time of enforcement of this Section 9.04, Athens NA and Fountain and any member of their respective Groups shall also be permitted to (I) acquire and own any interests in any publicly-traded Persons a court holds that engage in Competitive Activities so long as such interests constitute less than 5% of such Person’s voting securities, (II) acquire and own any interests in any Persons not publicly-traded that engage in Competitive Activities so long as such interests constitute less than 10% of such Person’s voting securities, (III) sell or divest any or all of its assets or businesses to any Person that is not an Affiliate, and such Person shall in no way be bound by the restrictions set forth in Section 5.2(a) and (IV) acquire and own any interests in any Persons that engage in Competitive Activities so long as stated herein are unreasonable under the Competitive Activities of such Person constitute less than 25% of such Person’s consolidated annual net revenues for its most recently completed fiscal year (a “Permitted Acquiree”), and, in the case of clause (IV), each of Trident, Athens NA and Fountain and any member of their respective Groups, as applicable, uses its reasonable best efforts to dispose of the businesses of such Permitted Acquiree in Competitive Activities within twelve (12) months from the closing of such acquisition; provided that such twelve (12) month period shall be extended in the event that a definitive agreement to dispose of such business within such twelve (12) month period has been entered into (x) for three (3) months, to permit the closing of such transaction or (y) for a reasonable period of time, in the event such definitive agreement is terminated as a result of the failure of a closing conditioncircumstances then existing, the failure to obtain antitrust or other regulatory clearance or a breach by parties hereto agree that the other party to period and scope legally permissible under such circumstances will be substituted for the agreement, to permit Trident, Athens NA or Fountain or such member of their respective Groups, as applicable to seek an alternative disposition transactionperiod and scope stated herein.

Agreement Not to Compete. (a) None of Trident Seller understands that Buyer ------------------------ shall be entitled to protect and Athens NA or any member of their respective Groups, on preserve the one hand, and Fountain or any member going concern value of the Fountain GroupBusiness to the extent permitted by law and that Buyer would not have entered into this Agreement absent the provisions of this Section 7.12 and, on the other handtherefore, shall, ------------ for a period of three years from the Closing, Seller shall not and shall cause each of its Affiliates not to, directly or indirectly own, manage or otherwise operate, or have any rights to share in financial results or profits of, anywhere in the world, a business (3a "Competing Business") years following that is engaged in ------------------ the development, publishing, marketing or distributing of (i) supplemental educational materials, products and services, (ii) adult basic education materials, products and services or (iii) consumer educational products, in each case in competition with the Business as it exists as of the date of this Agreement or the Closing Date; provided, establish or acquire any new businesses however, that involve the sale of products or the provision of services that (i) with respect to Trident or Athens NA nothing contained herein -------- ------- shall preclude Seller or any member of their respective Groups, compete with the Fountain Business its Affiliates (including Times Mirror Company or its Affiliates) from (iiA) with respect to Fountain or any member owning not more than 10% of the Fountain Group compete with outstanding capital stock or other equity interests of a Person, notwithstanding that such Person is engaged in a Competing Business, (B) owning in excess of 10% (but less than 30%) of the Trident Business outstanding capital stock or other equity interests of a Person, notwithstanding that such Person is engaged in a Competing Business, provided that such ownership by Seller or such Affiliate results from the Athens North American R/SB Business ordinary course investment activities of Tribune Ventures or Tribune Interactive and neither Seller nor such Affiliate controls such Person, (“Competitive Activities”). (bC) Notwithstanding Section 5.2(a), Trident, Athens NA and Fountain and owning any member of their respective Groups shall be permitted to continue to conduct their current Businesses and extensions thereof (including any sale of any product or service that otherwise incorporates or uses interest acquired as a component any of the products creditor in bankruptcy or other similar fashion and not by a voluntary investment decision, provided that would otherwise constitute Competitive Activities); provided that, for purposes of this Section 5.2, the Trident Retained Business shall be deemed Seller or such Affiliate makes arrangements to exclude the Athens North American R/SB Business. (c) Notwithstanding Section 5.2(a), Trident, Athens NA and Fountain and any member of their respective Groups shall also be permitted to (I) acquire and own any interests in any publicly-traded Persons that engage in Competitive Activities so long as such interests constitute less than 5% dispose of such Person’s voting securitiesinterest as promptly as practicable thereafter, (IID) acquire and own any interests in any Persons not publicly-traded that engage in Competitive Activities so long as such interests constitute owning less than 10% in value of any instrument of indebtedness of any Person, notwithstanding that such Person’s voting securitiesPerson is engaged in a Competing Business, (IIIE) sell or divest any or all of its assets or businesses to owning an interest in any Person that is not an Affiliateengaged in a Competing Business, and such Person shall in no way be bound by provided that the restrictions set forth in Section 5.2(a) and (IV) acquire and own any interests in any Persons that engage in Competitive Activities so long as the Competitive Activities activities of such Person constitute that would be otherwise prohibited by this Section 7.12(a) account --------------- for the lesser of (1) 10% or less of such Person's consolidated annual revenues or (2) $10 million of annual revenues, (F) acquiring the assets or capital stock of any Person that, among the several businesses owned, managed or operated by such Person, owns, manages or otherwise operates a Competing Business that (1) generates less than 25% of such Person’s 's consolidated annual net revenues for its most recently completed fiscal year and (a “Permitted Acquiree”2) would be otherwise prohibited by this Section 7.12(a), andprovided that Seller or --------------- such Affiliate sells or otherwise disposes of that portion of such Person's aggregate business that constitutes the Competing Business as promptly as practicable, and in any event within eighteen months, after such acquisition, or (G) continuing to include in the case general product and service offerings of clause the newspaper, broadcasting, interactive and other non-education-focused units and businesses of Seller products and services of the type currently included in such offerings, notwithstanding that such products and services may have some relationship to or could otherwise be characterized as "educational" in nature (IVe.g. the airing of educational programs through Seller's broadcast network, the --- sale of education books through Seller's retail store, the publishing of education-related news articles or special features in Seller's newspapers or other publications, the publishing and distribution of aviation-related materials or conducting flight training through Times Mirror Company's Jeppesen unit). For a period of three years from the Closing, Seller or any Affiliate of Seller shall not use any trade name, trademark, service ▇▇▇▇, logo or domain name of Seller or any Affiliate of Seller that includes or incorporates the name "Tribune" in connection with the Competing Business pursuant to this Section ------- 7.12(a)(A) through (F). Without limitation of the applicability of the ---------- --- provisions of this Section 7.12(a) on Seller (or any Person into which Seller --------------- may be merged), the provisions of this Section 7.12(a) shall not apply to any --------------- Person which shall, after the date hereof, acquire (whether by merger, purchase or otherwise) direct or indirect control of Seller. (b) Seller shall not, and shall cause each of Tridentits Affiliates not to, Athens NA and Fountain and during the 12-month period beginning on the Closing Date, solicit or recruit or, during the six-month period beginning on the Closing Date, hire, any member of their respective Groupsexecutive, as applicablemanagerial, uses its reasonable best efforts to dispose marketing, editorial, sales or information technology employee of the businesses Business at the date of this Agreement who is offered employment by Buyer or who becomes an employee of Buyer in connection with the transactions contemplated by this Agreement or encourage any such Permitted Acquiree in Competitive Activities within twelve (12) months from employee to leave the closing employment of such acquisitionBuyer; provided provided, however, that such twelve (12) month period shall be extended in the event that a definitive agreement to dispose provisions of such business within such twelve (12) month period has been entered into (x) for three (3) months, to permit the closing of such transaction or (y) for a reasonable period of time, in the event such definitive agreement is terminated as a result of the failure of a closing condition, the failure to obtain antitrust or other regulatory clearance or a breach by the other party to the agreement, to permit Trident, Athens NA or Fountain or such member of their respective Groups, as applicable to seek an alternative disposition transaction.this Section -------- ------- ------- 7.12

Agreement Not to Compete. (a) None of Trident Sellers understand that Purchaser shall be entitled to protect and Athens NA or any member of their respective Groups, on preserve the one hand, and Fountain or any member going concern value of the Fountain GroupBusiness to the extent permitted by law and that Purchaser would not have entered into this Agreement absent the provisions of this Section 7.7 and, on the other handtherefore, shall, Sellers agree that for a period of three five (35) years following the Closing Date, establish Sellers will not (other than with respect to Permitted Services), directly or acquire any new businesses that involve the sale of products or the provision of services that indirectly (including through Affiliates), (i) with respect to Trident or Athens NA or any member of their respective Groupsengage in a Competitive Business, compete with the Fountain Business or (ii) own, manage, control or participate in the ownership, management or control of a Competitive Business, (iii) provide financing or other support for a Competitive Business, or (iv) be related or otherwise affiliated in any manner with respect any Person that is engaged in a Competitive Business. Nothing in this Section 7.7 shall prohibit Sellers or their respective Affiliates from owning up to Fountain or any member five percent (5%) of the Fountain Group compete with outstanding voting securities of any publicly traded entity; and nothing in this Section 7.7 shall prohibit Sellers or their respective Affiliates from acquiring a Competitive Business as part of an acquisition (by joint venture, merger or other) of the Trident Business assets of, or the Athens North American R/SB majority of voting interest in, another Person (a “Target Business”) if the worldwide sales from the Competitive Business are not in excess of thirty percent (“30%) of the worldwide sales of the Target Business in the most recent fiscal year of the Target Business preceding such acquisition. In the event Sellers or their respective Affiliates acquire a Competitive Activities”)Business, Sellers shall divest such Competitive Business by way of auction or other competitive bidding process, negotiation, sale or such other manner or divestiture as Sellers shall deem appropriate and shall use commercially reasonable efforts to do so within a period of six (6) months from the date of such acquisition. (b) Notwithstanding the definition of Permitted Services, and without intending to limit in any way the provisions of this Section 5.2(a)7.7, Tridentfor a period of five (5) years following the Closing Date, Athens NA Parent and Fountain and its Affiliates shall not: (i) solicit, negotiate, bid for, enter into or perform, any member Stand Alone Lighting Work or any contracts for Stand Alone Lighting Work; (ii) dedicate any of their respective Groups shall be permitted personnel to continue performing solely Lighting Work, or hire any additional personnel solely for Lighting Work; (iii) use any Employees not hired by Purchaser to conduct their current Businesses perform solely Lighting Work; (iv) hire any subcontractors, other than Purchaser and/or its Affiliates, to perform Lighting Work, except for Compelling Reasons; or (v) charge customers for Lighting Work or receive any compensation from customers for Lighting Work, separate and extensions thereof (including any sale apart from compensation for Non-Lighting Work. For the avoidance of any product or service that otherwise incorporates or uses as a component any of the products that would otherwise constitute Competitive Activities); provided thatdoubt, for purposes Parent and its Affiliates may, without being in violation of this Section 5.27.7, solicit, negotiate, bid for, enter into and perform Multi-Service Work so long as, for a period of five (5) years following the Trident Retained Business shall be deemed to exclude Closing Date, Parent and its Affiliates include (as a subcontractor, co-bidder, or otherwise) only Purchaser and/or its Affiliates for Lighting Work, except for Compelling Reasons. In addition, for a period of five (5) years following the Athens North American R/SB BusinessClosing Date, Parent and its Affiliates will use (as a subcontractor, co-bidder or otherwise) only Purchaser and/or its Affiliates for Lighting Work needed by Parent or its Affiliates (other than Permitted Services), except for Compelling Reasons. (c) For a period of two (2) years following the Closing Date, Sellers and their Affiliates shall not solicit any Transferred Employees or otherwise affirmatively and intentionally induce any Transferred Employee or any other employees of Purchaser engaged in the Business to leave such employ for purposes of accepting a position with Sellers or their Affiliates. (d) Sellers and Purchaser intend that the covenants contained in this Section 7.7 be construed as a series of separate covenants and Sellers acknowledge that the limitations as to time, geographic area and scope of activity set forth above are reasonable and do not impose a greater restraint than is necessary to protect the goodwill and the Business to be acquired by Purchaser under this Agreement. (e) Sellers acknowledge that, with respect to any Assumed Contract that is terminated by the customer thereunder as of or after the Closing or as to which the customer under such Assumed Contract does not permit Purchaser to continue the Business under such Assumed Contract, the provisions of this Section 7.7 prohibit, for a period of five (5) years following the Closing Date, the Sellers and their Affiliates from providing services to such customer of the kind provided for in such terminated Assumed Contract, whether or not requested by such customer, except with respect to Permitted Services. (f) Notwithstanding any other provision of this Agreement, it is understood by the parties hereto and agreed that the remedy of indemnity payments pursuant to Section 5.2(a)9.2 and other remedies at law would be inadequate in the case of any breach of the covenants contained in this Section 7.7, Tridentand each party hereto agrees that the other party shall be entitled to equitable relief, Athens NA and Fountain and including the remedy of specific performance with respect to any member breach or attempted breach of their respective Groups shall also be permitted to (I) acquire and own any interests such covenants. If, in any publicly-traded Persons that engage judicial proceeding, a court refuses to enforce any of the separate covenants contained in Competitive Activities so long as such interests constitute less than 5% this Section 7.7, the unenforceable covenant will be considered eliminated from this Section 7.7 for the purpose of such Person’s voting securities, those proceedings to the extent necessary to permit the remaining separate covenants to be enforced. (IIg) acquire and own Nothing contained herein to the contrary shall prohibit Parent (or any interests in any Persons not publicly-traded that engage in Competitive Activities so long as such interests constitute less than 10% of such Person’s voting securities, (III) sell or divest any or all of its assets Affiliates) from being acquired, through sale, merger or businesses related transaction, by any entity which qualifies as, owns or operates or is affiliated with, a Competitive Business. Purchaser agrees that neither any such acquirer nor any of its Affiliates (other than Parent and its Affiliates in existence immediately prior to any Person that is not an Affiliate, and such Person shall in no way acquisition) will be bound by the restrictions set forth in terms of this Section 5.2(a) and (IV) acquire and own any interests in any Persons that engage in Competitive Activities so long as the Competitive Activities of such Person constitute less than 25% of such Person’s consolidated annual net revenues for its most recently completed fiscal year (a “Permitted Acquiree”), and, in the case of clause (IV), each of Trident, Athens NA and Fountain and any member of their respective Groups, as applicable, uses its reasonable best efforts to dispose of the businesses of such Permitted Acquiree in Competitive Activities within twelve (12) months from the closing of such acquisition; provided that such twelve (12) month period shall be extended in the event that a definitive agreement to dispose of such business within such twelve (12) month period has been entered into (x) for three (3) months, to permit the closing of such transaction or (y) for a reasonable period of time, in the event such definitive agreement is terminated as a result of the failure of a closing condition, the failure to obtain antitrust or other regulatory clearance or a breach by the other party to the agreement, to permit Trident, Athens NA or Fountain or such member of their respective Groups, as applicable to seek an alternative disposition transaction7.7.

Agreement Not to Compete. (a) None USAi understands that the Partnership shall be entitled to protect and preserve the going concern value of Trident USAi's Existing Business to the extent permitted by law and Athens NA or any member that Universal would not have entered into this Agreement absent the provisions of their respective Groupsthis Section 4.13 and, on the one hand, and Fountain or any member of the Fountain Group, on the other hand, shalltherefore, for a period of three (3) years following from the Closing DateDate until the date that is the later of (1) 18 months after the Closing Date and (2) six calendar months after the date upon which Diller ceases to be the CEO of the Partnership, establish USAi shall not, and sh▇▇▇ ▇▇use each of its controlled Affiliates not to, directly or indirectly: (i) engage in the Business or acquire any new businesses that involve interest in any Person engaged in the sale of products or the provision of services that (i) with respect to Trident or Athens NA or any member of their respective Groups, compete with the Fountain Business or Business; and (ii) with respect to Fountain (A) solicit, recruit or hire any member employees of the Fountain Group compete with the Trident any Existing Business or the Athens North American R/SB Partnership or Persons who have worked for any Existing Business or the Partnership, in each case other than employees who perform solely clerical functions for such Persons, (“Competitive Activities”B) solicit or encourage any employee of any Existing Business or the Partnership to leave the employment of any Existing Business or the Partnership, in each case other than employees who perform solely clerical functions for such Persons, and (C) disclose or furnish to anyone any confidential information relating to its Existing Business or the Partnership or otherwise use such confidential information for its own benefit or the benefit of any other Person; provided that the non-solicitation provisions of clauses (A) and (B) shall be deemed not breached by any advertisement or general solicitation that is not specifically targeted at the employees or Persons referred to therein; provided, further, that if at any time after 18 months after the Closing Date (x) Diller shall cease to be the CEO or an officer of USAi or any of its A▇▇▇▇▇▇tes but shall still be the CEO of the Partnership, or (y) Diller resigns as CEO of the Partnership for Good Reason or is termina▇▇▇ ▇▇thout Cause (each, as defined in the Partnership Agreement), then the restrictions set forth in this Section 4.13(a) shall cease to apply. Notwithstanding the foregoing, USAi agrees that it shall not restructure, reorganize or take any other action in an effort to circumvent the terms or intent of this Section 4.13(a). (b) Notwithstanding Section 5.2(a), Trident, Athens NA and Fountain and any member of their respective Groups shall be permitted to continue to conduct their current Businesses and extensions thereof (including any sale of any product or service that otherwise incorporates or uses as a component any of the products that would otherwise constitute Competitive Activities); provided that, for purposes of this Section 5.2, the Trident Retained Business 4.13(a) shall be deemed to exclude not breached as a result of the Athens North American R/SB ownership by USAi or any of its Affiliates of: (i) interests in the Partnership, (ii) less than an aggregate of 5% of any class of stock of a Person engaged, directly or indirectly, in the Business; provided, however, that such stock is listed on a national securities exchange, (iii) Vivendi ordinary shares as the result of the exercise of a put or a call under Section 10.03 of the Partnership Agreement, (iv) less than 10% in value of any instrument of indebtedness of a Person engaged, directly or indirectly, in the Business, and (v) the whole or any part of an acquired Person or business which carries on the Business, where less than 30% of such Person's revenues are generated by the Business, and USAi or its Affiliates will dispose of such Business within six months of its acquisition, provided that such disposition may be delayed pending receipt of required regulatory approvals. (c) Notwithstanding USAi agrees that this covenant is reasonable with respect to its duration and scope. If, at the time of enforcement of this Section 5.2(a)4.13, Trident, Athens NA and Fountain and any member of their respective Groups shall also be permitted to (I) acquire and own any interests in any publicly-traded Persons a court holds that engage in Competitive Activities so long as such interests constitute less than 5% of such Person’s voting securities, (II) acquire and own any interests in any Persons not publicly-traded that engage in Competitive Activities so long as such interests constitute less than 10% of such Person’s voting securities, (III) sell or divest any or all of its assets or businesses to any Person that is not an Affiliate, and such Person shall in no way be bound by the restrictions set forth in Section 5.2(a) and (IV) acquire and own any interests in any Persons that engage in Competitive Activities so long as stated herein are unreasonable under the Competitive Activities of such Person constitute less than 25% of such Person’s consolidated annual net revenues for its most recently completed fiscal year (a “Permitted Acquiree”), and, in the case of clause (IV), each of Trident, Athens NA and Fountain and any member of their respective Groups, as applicable, uses its reasonable best efforts to dispose of the businesses of such Permitted Acquiree in Competitive Activities within twelve (12) months from the closing of such acquisition; provided that such twelve (12) month period shall be extended in the event that a definitive agreement to dispose of such business within such twelve (12) month period has been entered into (x) for three (3) months, to permit the closing of such transaction or (y) for a reasonable period of time, in the event such definitive agreement is terminated as a result of the failure of a closing conditioncircumstances then existing, the failure to obtain antitrust or other regulatory clearance or a breach by parties hereto agree that the other party to period and scope legally permissible under such circumstances will be substituted for the agreement, to permit Trident, Athens NA or Fountain or such member of their respective Groups, as applicable to seek an alternative disposition transactionperiod and scope stated herein.

Agreement Not to Compete. (a) None During the Covenant Period neither Seller nor any of Trident and Athens NA or its Affiliates will, anywhere in the Territory, do any member of their respective Groups, on the one hand, and Fountain or any member of the Fountain Groupfollowing, on the other handdirectly or indirectly, shallindividually or through one or more intermediaries, for a period without prior written consent of three (3) years following the Closing Date, establish or acquire any new businesses that involve the sale of products or the provision of services that Buyer: (i) with respect develop, host, market, license, sublicense, sell or otherwise provide to Trident or Athens NA or any member of their respective GroupsPerson, including without limitation to any higher education institutions, any products, services and/or other offerings that compete with or include core functionality substantially similar to the Fountain functionality provided by: (A) the Software developed and licensed by the Business ("Business Products"); and/or (B) any replacement for the Business Products, all in any form or delivery format whatsoever. Buyer agrees that nothing in this Section 14.1(a)(i) shall preclude or prohibit Seller or Seller's Affiliates in any way from developing and marketing those products and services: (C) offered by ▇▇▇▇ ▇▇▇▇▇▇ as of the Initial Closing Date; and (D) as the same would be conducted thereafter, as contemplated by and as evidenced in the written summary of potential business strategies, a copy which has been made available to Buyer prior to the Initial Closing Date and shall be retained by ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP at its offices) of ▇▇▇▇ ▇▇▇▇▇▇ in existence as of the Initial Closing Date; or (ii) with respect to Fountain purchase or otherwise obtain an equity ownership of more than five percent (5%) in, or purchase or otherwise obtain any other right that would give Seller or any member of its Affiliates control over more than five percent (5%) of the Fountain Group compete voting power of any Person in the Territory whose primary business is competitive with the Trident Business or the Athens North American R/SB Business (“a "Competitive Activities”Business"). (b) Notwithstanding . For purpose of this Section 5.2(a14.1(a)(ii), Trident"voting power": shall refer to the total voting control of all securities held by Seller and/or its Affiliates, Athens NA and Fountain and based on the aggregate number of votes eligible to be cast for matters presented to the security holders of such Person engaged in the Competitive Business compared to the total number of votes eligible to be cast for all securities of such Person engaged in the Competitive Business then outstanding on such matters; or during the Covenant Period, neither Seller nor any member of their respective Groups shall be permitted to continue to conduct their current Businesses and extensions thereof (including any sale of any product or service that otherwise incorporates or uses as a component its Affiliates will do any of the products that would otherwise constitute Competitive Activities); provided thatfollowing, for purposes directly or indirectly, individually or through one or more intermediaries or Affiliates, without the prior written consent of this Section 5.2, the Trident Retained Business shall be deemed to exclude the Athens North American R/SB Business. (c) Notwithstanding Section 5.2(a), Trident, Athens NA and Fountain and any member of their respective Groups shall also be permitted to (I) acquire and own any interests in any publicly-traded Persons that engage in Competitive Activities so long as such interests constitute less than 5% of such Person’s voting securities, (II) acquire and own any interests in any Persons not publicly-traded that engage in Competitive Activities so long as such interests constitute less than 10% of such Person’s voting securities, (III) sell or divest any or all of its assets or businesses to any Person that is not an Affiliate, and such Person shall in no way be bound by the restrictions set forth in Section 5.2(a) and (IV) acquire and own any interests in any Persons that engage in Competitive Activities so long as the Competitive Activities of such Person constitute less than 25% of such Person’s consolidated annual net revenues for its most recently completed fiscal year (a “Permitted Acquiree”), and, in the case of clause (IV), each of Trident, Athens NA and Fountain and any member of their respective Groups, as applicable, uses its reasonable best efforts to dispose of the businesses of such Permitted Acquiree in Competitive Activities within twelve (12) months from the closing of such acquisition; provided that such twelve (12) month period shall be extended in the event that a definitive agreement to dispose of such business within such twelve (12) month period has been entered into (x) for three (3) months, to permit the closing of such transaction or (y) for a reasonable period of time, in the event such definitive agreement is terminated as a result of the failure of a closing condition, the failure to obtain antitrust or other regulatory clearance or a breach by the other party to the agreement, to permit Trident, Athens NA or Fountain or such member of their respective Groups, as applicable to seek an alternative disposition transaction.Buyer;

Agreement Not to Compete. (a) None Neither Parent nor any of Trident and Athens NA or any member of their respective Groups, on the one hand, and Fountain or any member of the Fountain Group, on the other hand, its controlled affiliates shall, for a period of three (3) two years following the Closing Date, establish or acquire any new businesses within Canada, the United States (as defined in Section 1.1) or Mexico that involve the sale of products or in the provision of services that (ilines set forth on Schedule 10.5(a)(ii) with respect to Trident or Athens NA or any member of their respective Groups, compete with the Fountain Business or (ii) with respect to Fountain or any member of the Fountain Group compete with the Trident Business or the Athens North American R/SB Business (“Competitive Activities”). (b) Notwithstanding paragraph (a) of this Section 5.2(a)10.5, Trident, Athens NA Parent and Fountain and any member of their respective Groups its controlled affiliates shall be permitted to (i) continue to conduct their current Businesses businesses and extensions thereof (including any sale of any product or service that otherwise incorporates or uses as a component any of other than the products that would otherwise constitute Competitive ActivitiesBusiness) and (ii) conduct the businesses described on Schedule 10.5(b)(ii) and extensions thereof (other than the Business); provided that, for purposes of this Section 5.2, the Trident Retained Business shall be deemed to exclude the Athens North American R/SB Business. (c) Notwithstanding paragraph (a) of this Section 5.2(a)10.5, Trident, Athens NA Parent and Fountain and any member of their respective Groups its controlled affiliates shall also be permitted to (I) acquire and own any interests in any publicly-traded Persons that engage in Competitive Activities so long as such interests constitute less than 5% of such Person’s voting securities, and (II) acquire and own any interests in any Persons not publicly-traded that engage in Competitive Activities so long as such interests constitute less than 10% of such Person’s voting securities, (III) sell or divest any or all of its assets or businesses to any Person that is not an Affiliate, and such Person shall in no way be bound by the restrictions set forth in Section 5.2(a) and (IV) acquire and own any interests in any Persons that engage in Competitive Activities so long as the Competitive Activities of such Person constitute less than 2530% of such Person’s consolidated annual net revenues for its most recently completed fiscal year (a “Permitted Acquiree”), and, in the case of clause (IVII), each of Trident, Athens NA and Fountain and any member of their respective Groups, as applicable, Parent uses its reasonable best efforts to dispose of the businesses of such Permitted Acquiree in Competitive Activities within twelve (12) months one year from the closing of such acquisition; provided that such twelve (12) month one year period shall be extended in the event that Parent has entered into a definitive agreement to dispose of such business within such twelve (12) month one year period has been entered into (x) for three (3) months, to permit the closing of such transaction or (y) for a reasonable period of time, in the event such definitive agreement is terminated as a result of the failure of a closing condition, the failure to obtain antitrust or other regulatory clearance or a breach by the other party to the agreement, to permit Trident, Athens NA or Fountain or such member of their respective Groups, as applicable Parent to seek an alternative disposition transaction, and provided further that Parent shall not be required to dispose of any such Permitted Acquiree’s Competitive Activities in Mexico that are acquired as part of a multi-category line of business and that are acquired after the one year anniversary following the Closing Date. (d) In the case of a Non-U.S. Transferor that is a Canadian entity, such non-U.S. Transferor and the applicable non-U.S. Transferee agree that no part of the consideration paid for the relevant Non-U.S. Transfer will be allocable to the covenants contained in this Section 10.5.

Agreement Not to Compete. Until the earlier of (I) the twelve-month anniversary of the Separation Date or (II) a Change in Control of the Company (as defined in the 2015 Blue Coat, Inc. Equity Incentive Plan), but in no event earlier than six (6) months following the Separation Date (the “Restrictive Period”), Fey agrees that he will not, as an employee, agent, consultant, advisor, independent contractor, general partner, officer, director, stockholder, investor, lender or guarantor of any corporation, partnership or other entity, or in any other capacity, directly or indirectly for himself or on behalf of any other Person (as defined below), other than the Company or any of its affiliates: (a) None of Trident and Athens NA or any member of their respective Groupsbe employed by, on the one hand, and Fountain or any member of the Fountain Group, on the other hand, shall, for a period of three (3) years following the Closing Date, establish provide services to or acquire any new financial or beneficial interest in, any of the following companies listed in Appendix 1 (“Restricted Companies”); (b) be employed by, provide services to or acquire any financial or beneficial interest in any business that employs and/or contracts with at least one hundred (100) workers anywhere in the world, and that competes with the Company in the United States and/or worldwide in the following areas: Endpoint Security, Cloud Access Security Brokers and Data Protection (“Restricted Computer Security Field Companies”); or (c) take any action intended to, or that would reasonably be expected to, negatively affect any commercial relationship or prospective commercial relationship of the Company (or any of its affiliates); provided that notwithstanding anything herein to the contrary, Fey may own up to 1% (solely as a passive investor) of any class of “publicly traded securities” (as defined below) of an entity and such ownership will not be prohibited under this Agreement. Notwithstanding the foregoing, during the Restrictive Period, Fey may serve on, or as an advisor to, the board of directors of one or more Restricted Computer Security Field Companies (but Fey may not serve as an advisor to or on the board of any of the Restricted Companies), so long as Fey’s service to such businesses is only as an advisor or board member, and not as an officer, employee, contractor, consultant or in any other capacity; ii. permit Fey’s name directly or indirectly to be used by or to become associated with any other Person in connection with any business that involve competes with the sale Company in the Restrictive Territory; or iii. induce or assist any other a natural person, corporation, partnership, or other entity, or a joint venture of products two or more of the provision foregoing (collectively, “Person”) to engage in any of services that the activities described in subparagraph (i) with respect to Trident or Athens NA or any member of their respective Groups, compete with the Fountain Business or (ii) with respect to Fountain or any member of the Fountain Group compete with the Trident Business or the Athens North American R/SB Business (“Competitive Activities”). (b) Notwithstanding Section 5.2(a), Trident, Athens NA and Fountain and any member of their respective Groups shall be permitted to continue to conduct their current Businesses and extensions thereof (including any sale of any product or service that otherwise incorporates or uses as a component any of the products that would otherwise constitute Competitive Activities); provided that, for purposes of this Section 5.2, the Trident Retained Business shall be deemed to exclude the Athens North American R/SB Business. (c) Notwithstanding Section 5.2(a), Trident, Athens NA and Fountain and any member of their respective Groups shall also be permitted to (I) acquire and own any interests in any publicly-traded Persons that engage in Competitive Activities so long as such interests constitute less than 5% of such Person’s voting securities, (II) acquire and own any interests in any Persons not publicly-traded that engage in Competitive Activities so long as such interests constitute less than 10% of such Person’s voting securities, (III) sell or divest any or all of its assets or businesses to any Person that is not an Affiliate, and such Person shall in no way be bound by the restrictions set forth in Section 5.2(a) and (IV) acquire and own any interests in any Persons that engage in Competitive Activities so long as the Competitive Activities of such Person constitute less than 25% of such Person’s consolidated annual net revenues for its most recently completed fiscal year (a “Permitted Acquiree”), and, in the case of clause (IV), each of Trident, Athens NA and Fountain and any member of their respective Groups, as applicable, uses its reasonable best efforts to dispose of the businesses of such Permitted Acquiree in Competitive Activities within twelve (12) months from the closing of such acquisition; provided that such twelve (12) month period shall be extended in the event that a definitive agreement to dispose of such business within such twelve (12) month period has been entered into (x) for three (3) months, to permit the closing of such transaction or (y) for a reasonable period of time, in the event such definitive agreement is terminated as a result of the failure of a closing condition, the failure to obtain antitrust or other regulatory clearance or a breach by the other party to the agreement, to permit Trident, Athens NA or Fountain or such member of their respective Groups, as applicable to seek an alternative disposition transaction.

Agreement Not to Compete. (a) None of Trident Principal Seller understands that Purchaser shall be entitled to protect and Athens NA or any member of their respective Groups, on preserve the one hand, and Fountain or any member going concern value of the Fountain GroupAcquired Business to the extent permitted by Law and that Purchaser would not have entered into this Agreement absent the provisions of this Section 5.13 and, on the other hand, shalltherefore, for a period of three (3) five years following from the Closing DateClosing, Principal Seller shall not, and shall cause each of its affiliates not to, directly or indirectly engage anywhere in the world in activities or businesses, or establish or acquire any new businesses businesses, that involve are substantially in competition with the sale of products or the provision of services that Acquired Business ("Competitive Activities"), including (i) with respect selling goods or services of the type sold by the Acquired Business, except that if any goods or services were not sold by the Acquired Business during the period of time prior to Trident the Closing and are not sold by the Acquired Business at the time of the Closing (collectively, "Permitted Goods and Services"), Principal Seller may sell any Permitted Goods and Services, (ii) soliciting any customer or Athens NA prospective customer of the Acquired Business to purchase any goods or services sold by the Acquired Business, other than Permitted Goods and Services, from anyone other than Purchaser and its affiliates and (iii) assisting any member of their respective Groupsperson in any way to do, compete with the Fountain Business or attempt to do, anything prohibited by clause (i) or (ii) with respect to Fountain or any member of the Fountain Group compete with the Trident Business or the Athens North American R/SB Business (“Competitive Activities”)above. (b) Notwithstanding Section 5.2(a), Trident, Athens NA and Fountain and any member of their respective Groups 5.13(a) shall be permitted to continue to conduct their current Businesses and extensions thereof deemed not breached as a result of (including i) the ownership by Principal Seller or any sale of its affiliates of: (A) less than an aggregate of 5% of any product class of stock of a person engaged, directly or service indirectly, in Competitive Activities; (B) less than 10% in value of any instrument of indebtedness of a person engaged, directly or indirectly, in Competitive Activities; or (C) a person that otherwise incorporates engages, directly or uses as a component indirectly, in Competitive Activities if such Competitive Activities account for less than 10% of such person's consolidated annual revenues; (ii) the consummation of any of the products that would otherwise constitute Competitive Activities); provided that, for purposes transactions contemplated by this Agreement or any Ancillary Agreement and compliance by Principal Seller with the terms of this Section 5.2Agreement and each Ancillary Agreement, including the Trident Retained execution of any Contracts contemplated by this Agreement or any Ancillary Agreement and (iii) the conduct by Principal Seller or any affiliate of Principal Seller of the CMS Business shall be deemed to exclude or the Athens North American R/SB Planar Business. (c) Notwithstanding Section 5.2(a), Trident, Athens NA and Fountain and Neither Principal Seller nor any member of their respective Groups shall also be permitted to (I) acquire and own any interests in any publicly-traded Persons that engage in Competitive Activities so long as such interests constitute less than 5% of such Person’s voting securities, (II) acquire and own any interests in any Persons not publicly-traded that engage in Competitive Activities so long as such interests constitute less than 10% of such Person’s voting securities, (III) sell or divest any or all of its assets affiliates will solicit or businesses hire any Transferred Participant for a period of one year following the Closing Date; provided that this Section 5.13(c) will not prohibit (i) general solicitations of or advertisement for employees by Principal Seller or any of its affiliates that are not directed at Transferred Participants, including posting of available positions with Governmental Entities by Principal Seller or any of its affiliates, and (ii) solicitations and hirings by Principal Seller or any of its affiliates of Transferred Participants whose employment with Purchaser or its applicable affiliate has been terminated prior to such solicitation or hiring by Purchaser or such applicable affiliate. (d) Neither Purchaser nor any Person of its affiliates will solicit or hire any current or former employee of Principal Seller or any of its affiliates that is not an Affiliatea Transferred Participant, and including any such Person shall in no way be bound by the restrictions employee set forth in Section 5.2(aSections 5.07(a)(i) and 5.07(a)(iii) of the Seller Disclosure Schedule, for a period of one year following the Closing Date; provided that this Section 5.13(d) will not prohibit (IVi) acquire general solicitations of or advertisement for employees by Purchaser or any of its affiliates that are not directed at such employees, including posting of available positions with Governmental Entities by Purchaser or any of its affiliates, and own (ii) solicitations and hirings by Purchaser or any interests of its affiliates of such employees whose employment with Principal Seller or its applicable affiliate has been terminated prior to such solicitation by Principal Seller or such applicable affiliate. (e) If any of the restrictions or covenants contained in this Section 5.13 is held to cover a geographic area or to be for a length of time that is not permitted by applicable Law, or in any Persons way construed to be too broad or to any extent invalid, such provision shall not be construed to be void and of no effect, but to the extent such provision would be valid or enforceable under applicable Law, such provision shall be construed and interpreted or reformed so as to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not exceeding those contained herein) as valid and enforceable under applicable Law. The parties acknowledge that engage this Section 5.13(e) has been negotiated and that the restrictions contained herein are reasonable in Competitive Activities so long as light of the Competitive Activities circumstances that pertain to the parties. (f) Notwithstanding any other provision of such Person constitute less than 25% this Agreement, it is understood and agreed that the remedy of such Person’s consolidated annual net revenues for its most recently completed fiscal year (a “Permitted Acquiree”), and, indemnity payments pursuant to Article VIII and other remedies at law would be inadequate in the case of clause (IV), each of Trident, Athens NA and Fountain and any member of their respective Groups, as applicable, uses its reasonable best efforts to dispose breach of the businesses covenants contained in Section 5.13(a). Purchaser shall be entitled to equitable relief, including the remedy of specific performance, with respect to any breach or attempted breach of such Permitted Acquiree covenants in Competitive Activities within twelve (12) months from the closing of such acquisition; provided addition to any other remedies that such twelve (12) month period shall may be extended in the event that a definitive agreement available to dispose of such business within such twelve (12) month period has been entered into (x) for three (3) months, to permit the closing of such transaction or (y) for a reasonable period of time, in the event such definitive agreement is terminated as a result of the failure of a closing condition, the failure to obtain antitrust or other regulatory clearance or a breach by the other party to the agreement, to permit Trident, Athens NA or Fountain or such member of their respective Groups, as applicable to seek an alternative disposition transactionit.

Agreement Not to Compete. (a) None of Trident Seller understands that Buyer shall be entitled to protect and Athens NA or any member of their respective Groups, on preserve the one hand, and Fountain or any member going concern value of the Fountain GroupBusiness to the extent permitted by law and that Buyer would not have entered into this Agreement absent the provisions of this Section 5.12 and, on the other hand, shalltherefore, for a period of three (3) years following from the Closing, Seller shall not directly or indirectly: (i) engage in activities or businesses, or establish any new businesses, within North America that are substantially in competition with the Business ("COMPETITIVE ACTIVITIES"), including: (a) selling goods or services of the type sold by the Business, except that if any goods or services were not sold by the Business during the period of time that it was owned by Seller and are not sold by the Business at the time of the Closing (collectively, "PERMITTED GOODS AND SERVICES"), Seller may sell any Permitted Goods and Services notwithstanding anything contained in this Agreement; (b) soliciting any customer or prospective customer of the Business to purchase any goods or services sold by the Business, other than Permitted Goods and Services, from anyone other than Buyer and its affiliates; and (c) assisting any person in any way to do, or attempt to do, anything prohibited by clause (a) or (b) above; and (ii) perform any action, activity or course of conduct that is substantially detrimental to the Business (other than the sale of Permitted Goods and Services) or business reputation ("DETRIMENTAL ACTIVITIES"), including: (a) soliciting, recruiting or hiring any employees of the Business or persons who have worked for the Business within six (6) months of the Closing Date; and (b) soliciting or encouraging any employee, establish contractor or acquire any new businesses that involve the sale of products or the provision of services that (i) with respect to Trident or Athens NA or any member of their respective Groups, compete with the Fountain Business or (ii) with respect to Fountain or any member consultant of the Fountain Group compete with Business to leave the Trident Business or the Athens North American R/SB Business (“Competitive Activities”)employment of Buyer. (b) Notwithstanding Section 5.2(a), Trident, Athens NA and Fountain and any member of their respective Groups shall be permitted to continue to conduct their current Businesses and extensions thereof (including any sale of any product or service that otherwise incorporates or uses as a component any of the products that would otherwise constitute Competitive Activities); provided that, for purposes of this Section 5.2, the Trident Retained Business 5.12(a) shall be deemed to exclude not breached as a result of the Athens North American R/SB Businessownership by Seller of (i) less than an aggregate of 5% of any class of stock of a person engaged, directly or indirectly, in Competitive Activities, or (ii) less than 10% in value of any instrument of indebtedness of a person engaged, directly or indirectly, in Competitive Activities. (c) Notwithstanding Section 5.2(a)any other provision of this Agreement, Trident, Athens NA it is understood and Fountain agreed that the remedy of indemnity payments pursuant to Article VIII and any member of their respective Groups shall also other remedies at law would be permitted to (I) acquire and own any interests in any publicly-traded Persons that engage in Competitive Activities so long as such interests constitute less than 5% of such Person’s voting securities, (II) acquire and own any interests in any Persons not publicly-traded that engage in Competitive Activities so long as such interests constitute less than 10% of such Person’s voting securities, (III) sell or divest any or all of its assets or businesses to any Person that is not an Affiliate, and such Person shall in no way be bound by the restrictions set forth in Section 5.2(a) and (IV) acquire and own any interests in any Persons that engage in Competitive Activities so long as the Competitive Activities of such Person constitute less than 25% of such Person’s consolidated annual net revenues for its most recently completed fiscal year (a “Permitted Acquiree”), and, inadequate in the case of clause (IV), each of Trident, Athens NA and Fountain and any member of their respective Groups, as applicable, uses its reasonable best efforts to dispose breach of the businesses covenants contained in Section 5.12(a). Buyer shall be entitled to equitable relief, including the remedy of specific performance, with respect to any breach or attempted breach of such Permitted Acquiree in Competitive Activities within twelve (12) months from the closing of such acquisition; provided that such twelve (12) month period shall be extended in the event that a definitive agreement to dispose of such business within such twelve (12) month period has been entered into (x) for three (3) months, to permit the closing of such transaction or (y) for a reasonable period of time, in the event such definitive agreement is terminated as a result of the failure of a closing condition, the failure to obtain antitrust or other regulatory clearance or a breach by the other party to the agreement, to permit Trident, Athens NA or Fountain or such member of their respective Groups, as applicable to seek an alternative disposition transactioncovenants.