OF SELLERS
4.1
NON-COMPETITION; NON-SOLICITATION; BUSINESS OPPORTUNITIES.
(A)
IN RECOGNITION OF, AMONG OTHER THINGS, THE NATURE AND SCOPE OF THE
BUSINESS AND GOODWILL OF THE COMPANIES ALL OF THE REMAINING SHARES AND
MEMBERSHIP INTERESTS OF WHICH ARE BEING ACQUIRED BY PURCHASER, THE SUBSTANTIAL
IMPAIRMENT OF VALUE TO PURCHASER IF SELLERS WERE TO COMPETE WITH PURCHASER, THE
CONSIDERATION BEING PAID FOR THIS COVENANT AND THE REASONABLE RESTRICTIONS AND
LIMITATIONS IMPOSED HEREBY, SELLERS AGREE THAT FROM THE CLOSING DATE UNTIL THE
SECOND ANNIVERSARY OF THE CLOSING DATE IN THE CASE OF SELLERS WHO DO NOT BECOME
KEY AFFILIATE EMPLOYEES, AND UNTIL THE SECOND ANNIVERSARY OF THE TERMINATION OF
EMPLOYMENT, FOR WHATEVER REASON, FOR THOSE SELLERS WHO DO BECOME KEY AFFILIATE
EMPLOYEES, SELLERS SHALL NOT:
1.
ENTER INTO ANY COMPETITIVE ENDEAVORS, NOR UNDERTAKE ANY
COMMERCIAL ACTIVITY, WHICH COMPETES WITH THE BUSINESS WHICH WERE CONDUCTED BY
THE COMPANIES IMMEDIATELY PRIOR TO THE CLOSING DATE AND WHICH THE COMPANIES
CONTINUE TO CONDUCT WITHIN THE FOLLOWING PARISHES IN THE STATE OF LOUISIANA:
ACADIA, ALLEN, ASCENSION, ASSUMPTION, AVOYELLES, EAST BATON ROUGE, BEAUREGARD,
BOSSIER, CADDO, CALCASIEU, CAMERON, EVANGELINE, IBERIA, IBERVILLE, JEFFERSON,
JEFFERSON DAVIS, LAFAYETTE, LAFOURCHE, ORLEANS, OUACHITA, PLAQUEMINES, POINTE
COUPEE, RAPIDES, ST. BERNARD, ST. CHARLES, ST. LANDRY, ST. MARTIN, ST. MARY, ST.
TAMMANY, TANGIPAHOA, TERREBONNE, AND VERMILION, WHICH ARE ALL OF THE PARISHES IN
LOUISIANA IN WHICH THE COMPANIES ARE CURRENTLY DOING BUSINESS, AND, TO THE
EXTENT ENFORCEABLE UNDER THE LAWS OF THE FOLLOWING
35
STATES (THE LAWS OF WHICH ARE HEREWITH ADOPTED AS GOVERNING FOR THIS PURPOSE),
THE STATES OF TEXAS, MISSISSIPPI, ALABAMA AND FLORIDA (THE "GEOGRAPHIC AREA"),
INCLUDING, WITHOUT LIMITATION: (I) DRILLING, COMPLETING OR REWORKING,
MAINTAINING AND SERVICING OIL, GAS OR OTHER MINERAL WELLS AND ALL ACTIVITIES
RELATED THERETO, INCLUDING, BUT NOT LIMITED TO SITE PREPARATION AND WASTE
DISPOSAL; (II) LEASING, RENTING, PROVIDING OR SEEKING TO LEASE, OR RENT
EQUIPMENT OF TYPES PROVIDED BY THE COMPANIES IMMEDIATELY PRIOR TO THE CLOSING
DATE WHICH COMPETE WITH ANY GOODS OR SERVICES LEASED, RENTED OR PROVIDED BY THE
COMPANIES; AND (III) BEING AN OWNER (EXCEPT FOR PASSIVE INVESTMENTS OF NOT MORE
THAN ONE PERCENT (1%) OF THE OUTSTANDING MEMBERSHIP INTERESTS OF, OR ANY OTHER
EQUITY INTEREST IN, ANY COMPANY OR ENTITY LISTED OR TRADED ON A NATIONAL
SECURITIES EXCHANGE OR IN AN OVER-THE-COUNTER SECURITIES MARKET), AGENT OR
REPRESENTATIVE OF ANY PERSON IN THE GEOGRAPHIC AREA WHICH DIRECTLY COMPETES WITH
ANY LINE OR LINES OF BUSINESS OF THE COMPANIES WHICH WERE CONDUCTED BY THE
COMPANIES IMMEDIATELY PRIOR TO THE CLOSING DATE; OR
2.
SOLICIT CUSTOMERS OF THE BUSINESS WITHIN THE GEOGRAPHIC AREA FOR
THE PURPOSE OF SELLING OR PROVIDING ANY SERVICE DESCRIBED IN SUB-PARAGRAPH 1
ABOVE.
3.
EMPLOY OR SOLICIT, OR RECEIVE OR ACCEPT THE PERFORMANCE OF
SERVICES BY ANY EMPLOYEE OF THE COMPANIES OR ENCOURAGE OR INDUCE ANY SUCH PERSON
TO TERMINATE HIS OR HER EMPLOYMENT WITH THE COMPANIES FOR THE PURPOSE OF
EMPLOYING HIM IN THE GEOGRAPHIC AREA.
Notwithstanding the foregoing, Sellers may continue to own their Shares and
Membership Interests in Location Supply & Specialty, Inc.,