Restrictive Covenants. Each of the covenants contained in Paragraphs 2(a)-(c) of this [Annex A] are collectively referred to as the “Restrictive Covenants.”

All certificates representing Shares shall have affixed thereto legends in substantially the following form, in addition to any other legends that may be required under federal or state securities laws:

Restrictive Agreements Become a party to any Restrictive Agreement, except a Restrictive Agreement # in effect on the Closing Date; # relating to secured Debt permitted hereunder, as long as the restrictions apply only to collateral for such Debt; or # constituting customary restrictions on assignment in leases and other contracts.

Restrictive Covenants. In order to induce Employer to enter into this Agreement, Executive hereby agrees as follows:

Restrictive Covenants. Simultaneously with the execution of this Agreement, Executive shall execute the Employee Non-Competition and Confidentiality Agreement attached hereto as [Exhibit A]).

Restrictive Covenants. The Executive acknowledges that # the services performed by the Executive while employed by the Company were of a special, unique, unusual, extraordinary, and intellectual character, and # the provisions of this [Section 10] are reasonable and necessary to protect the Company’s business, goodwill and Confidential Information. The Executive therefore agrees that for a period of one year after the Separation Date:

Title Covenant. Within thirty (30) days of the date of this Waiver Agreement (or such longer period as agreed by the ​ in their reasonable discretion), the Company shall satisfy the conditions set forth in [Section 4(h)(iv)] of the Note with respect to the Additional Land and the Additional Mortgage.

Financial Covenant. (a) Solely in respect of the Revolving Credit Facility, permit the First Lien Net Leverage Ratio as of the last day of any such fiscal quarter of ESI to exceed 5.00 to 1.00 provided that, notwithstanding the foregoing, the financial covenant set forth in this [Section 8.10] shall be tested as of the last day of any such fiscal quarter only in the event that, on the last day of such fiscal quarter, the Total Outstandings (excluding Letters of Credit which have been Cash Collateralized in accordance with this Agreement) is greater than 30.0% of the Total Revolving Credit Commitments (such occurrence, a “Triggering Event”).

Axsome Covenant. Axsome hereby covenants and agrees with Licensee that, during the Term, neither it nor any of its Affiliates, shall grant any license or right with respect to the Licensed Intellectual Property in the Territory which conflicts with the rights granted by Axsome to Licensee under [[Sections 2.1.1 or 2.1.2]2]].

NONCOMPETITION COVENANT. For purposes of this paragraph, the term “Restricted Area” shall mean Florida, Minnesota, New Mexico, Illinois, Louisiana, North Carolina, Saskatchewan, Canada, Brazil, Saudi Arabia, China, India, Paraguay and Peru, as well as any other states or countries where ​ currently has, or may during the Employee’s term of employment hereafter expand its, operations. Activities that are competitive to ​ include, but are not limited to, any business or activity involved in the design, development, manufacture, sale, marketing, production, distribution, or servicing of phosphate, potash, nitrogen, fertilizer, or crop nutrition products, or any other significant business in which ​ is engaged or preparing to engage as of the date of Employee’s termination.