Common use of Covenant Not to Compete Clause in Contracts

Covenant Not to Compete. To protect the Confidential Information, Company Intellectual Property and other trade secrets of the Company and its affiliates, and in specific consideration for a cash payment of $1,000, Executive agrees, to the maximum extent permitted by applicable law, not to become involved with any entity that directly or indirectly engages in Prohibited Activities (as defined below) in any country in which the Company or any of its affiliates conducts such business, or plans to conduct such business during the Employment Term, during the period commencing with the Employment Term and ending twelve (12) months after Executive’s cessation of employment with the Company for any reason. For the purposes of this Agreement, the term “Prohibited Activities” means directly or indirectly owning any interest in, managing, participating in (whether as an employee, director, officer, consultant, partner, member, manager, representative or agent), consulting with or rendering services to any entity (including, without limitation, Doctor On Demand, MDLive, Teladoc, Epic Systems, Cerner or Zoom) in (A) the telehealth industry or (B) digital healthcare, that, in the case of clause (B), performs or plans to perform any of the services or manufactures or sells or plans to manufacture or sell any of the products planned, provided or offered by the Company or any of its subsidiaries or any products or services designed to perform the same function or achieve the same results as the products or services planned, provided or offered by the Company or any of its subsidiaries or performs or plans to perform any other services and/or engages or plans to engage in the development, production, manufacture, distribution or sale of any product similar to any planned or actual services performed or products developed, produced, manufactured, distributed or sold by the Company or any of its subsidiaries during the term of Executive’s employment with the Company and its affiliates, including, without limitation, any business activity that directly or indirectly provides the research, development, manufacture, marketing, selling or servicing of systems facilitating consumer communications with professional service providers in the digital healthcare field; provided that Prohibited Activities shall not mean Executive’s investment in securities of a publicly-traded company (or a non-publicly traded entity through a passive investment) equal to less than five percent (5%) of such company’s outstanding voting securities. Executive agrees that the covenants contained in this Section 12(b) are reasonable and desirable to protect the Confidential Information and Company Intellectual Property of the Company and its affiliates. Any reference to plans or planned activity in this paragraph shall be limited to plans or planned activities that are based upon material demonstrable actions. Following Executive’s cessation of employment, the prohibitions in this paragraph shall be limited to activities and planned activities (including locations) as of the date of Executive’s termination of employment.

Covenant Not to Compete. To protect the Confidential Information, Company Intellectual Property Information and other trade secrets of the Company and its affiliatessubsidiaries, and in specific consideration for a cash payment of $1,000, Executive agrees, to the maximum extent permitted by applicable law, not to become involved with any entity that directly or indirectly engages in Prohibited Activities (as defined below) in any country in which the Company or any of its affiliates subsidiaries conducts such business, or plans to conduct such business during the Employment Term, during the period commencing with the Employment Term and ending (i) twelve (12) months after Executive’s cessation of employment with the Company for any reasonpursuant to Sections 7(b), 7(c), 7(f), 7(g) or 7(h), or (ii) twenty-four (24) months after Executive’s cessation of employment with the Company pursuant to Sections 7(d) or 7(e) hereof. For the purposes of this Agreement, the term “Prohibited Activities” means directly or indirectly owning any interest in, managing, participating in (whether as an employee, director, officer, consultant, partner, member, manager, representative or agent), consulting with or rendering services to any entity (including, without limitation, Doctor On Demand, MDLive, Teladoc, Epic Systems, Cerner or Zoom) in (A) the telehealth industry or (B) digital healthcare, that, in the case of clause (B), performs or plans to perform any of the services or manufactures or sells or plans to manufacture or sell any of the products planned, provided or offered by the Company or any of its subsidiaries or any products or services designed to perform the same function or achieve the same results as the products or services planned, provided or offered by the Company or any of its subsidiaries or performs or plans to perform any other services and/or engages or plans to engage in the development, production, manufacture, distribution or sale of any product similar to any planned or actual services performed or products developed, produced, manufactured, distributed or sold by the Company or any of its subsidiaries during the term of Executive’s employment with the Company and its affiliatessubsidiaries, including, without limitation, any business activity that directly or indirectly provides the research, development, manufacture, marketing, selling or servicing of systems facilitating consumer communications with professional service providers in the digital healthcare field; provided that (i) Prohibited Activities shall not mean Executive’s investment in securities of a publicly-traded company (or a non-publicly traded entity through a passive investment) equal to less than five percent (5%) of such company’s outstanding voting securities, (ii) Prohibited Activities following cessation of Executive’s employment shall not include businesses of the Company or its subsidiaries which are reasonably projected, as of the termination date, to represent less than 5% of the consolidated revenues of the Company and its subsidiaries taken as a whole following the termination date, and (iii) Executive shall be permitted to provide services to an entity that has a unit, division, subsidiary or affiliate engaging in a Prohibited Activity so long as Executive does not provide services, directly or indirectly, to such unit, division, subsidiary or affiliate engaging in the Prohibited Activity. Executive agrees that the covenants contained in this Section 12(b13(b) are reasonable and desirable to protect the Confidential Information and Company Intellectual Property of the Company and its affiliatessubsidiaries. Any reference to plans or planned activity in this paragraph shall be limited to plans or planned activities that are based upon material demonstrable actions. Following Executive’s cessation of employment, the prohibitions in this paragraph shall be limited to activities and planned activities (including locations) as of the date of Executive’s termination of employment.

Covenant Not to Compete. To protect During the Confidential InformationTerm and for a period of one year following the Termination Date of Executive’s employment, Company Intellectual Property and other trade secrets Executive shall not, without the express written consent of the Company and its affiliatesCompany, and in specific consideration for a cash payment of $1,000, Executive agrees, to the maximum extent permitted by applicable law, not to become involved with any entity that directly or indirectly engages in Prohibited Activities indirectly: (as defined belowI) in any country engage, anywhere within the geographical areas in which the Company is conducting business operations or any of its affiliates conducts such business, or plans to conduct such business during the Employment Term, during the period commencing with the Employment Term and ending twelve (12) months after Executive’s cessation of employment with the Company for any reason. For the purposes of this Agreement, the term “Prohibited Activities” means directly or indirectly owning any interest in, managing, participating in (whether as an employee, director, officer, consultant, partner, member, manager, representative or agent), consulting with or rendering providing services to any entity (including, without limitation, Doctor On Demand, MDLive, Teladoc, Epic Systems, Cerner or Zoom) in (A) the telehealth industry or (B) digital healthcare, that, in the case of clause (B), performs or plans to perform any of the services or manufactures or sells or plans to manufacture or sell any of the products planned, provided or offered by the Company or any of its subsidiaries or any products or services designed to perform the same function or achieve the same results as the products or services planned, provided or offered by the Company or any of its subsidiaries or performs or plans to perform any other services and/or engages or plans to engage in the development, production, manufacture, distribution or sale of any product similar to any planned or actual services performed or products developed, produced, manufactured, distributed or sold by the Company or any of its subsidiaries during the term of Executive’s employment with the Company and its affiliates, including, without limitation, any business activity that directly or indirectly provides the research, development, manufacture, marketing, selling or servicing of systems facilitating consumer communications with professional service providers in the digital healthcare field; provided that Prohibited Activities shall not mean Executive’s investment in securities of a publicly-traded company (or a non-publicly traded entity through a passive investment) equal to less than five percent (5%) of such company’s outstanding voting securities. Executive agrees that the covenants contained in this Section 12(b) are reasonable and desirable to protect the Confidential Information and Company Intellectual Property of the Company and its affiliates. Any reference to plans or planned activity in this paragraph shall be limited to plans or planned activities that are based upon material demonstrable actions. Following Executive’s cessation of employment, the prohibitions in this paragraph shall be limited to activities and planned activities (including locations) as of the date of Executive’s termination of employment, in the tissue engineering business (the use of implantable absorbable materials, with or without a bioactive component, to attempt to elicit a specific cellular response in order to regenerate tissue or to impede the growth of tissue or migration of cells) (the “Tissue Engineering Business”), neurosurgery business (the use of surgical instruments, implants, monitoring products or disposable products to treat the brain or central nervous system) (“Neurosurgery Business”), instrument business (general surgical handheld instruments used for general purposes in surgical procedures) (“Instrument Business”), reconstruction business (bone fixation devices for foot and ankle reconstruction procedures) (“Reconstruction Business”) or in any other line of business the revenues of which constituted at least 50% of the Company’s revenues during the six (6) month period prior to the Termination Date (together with the Tissue Engineering Business, Neurosurgery Business, Instrument Business and Reconstruction Business, the “Business”); (II) be or become a stockholder, partner, owner, officer, director or employee or agent of, or a consultant to or give financial or other assistance to, any person or entity engaged in the Business; (III) seek in competition with the Business to procure orders from or do business with any customer of the Company; (IV) solicit, or contact with a view to the engagement or employment by any person or entity of, any person who is an employee of the Company; (V) seek to contract with or engage (in such a way as to adversely affect or interfere with the business of the Company) any person or entity who has been contracted with or engaged to manufacture, assemble, supply or deliver products, goods, materials or services to the Company; or (VI) engage in or participate in any effort or act to induce any of the customers, associates, consultants, or employees of the Company to take any action which might be disadvantageous to the Company; provided, however, that nothing herein shall prohibit Executive and his affiliates from owning, as passive investors, in the aggregate not more than 5% of the outstanding publicly traded stock of any corporation so engaged and provided, further, however, that nothing set forth in this Section 5(a) shall prohibit Executive from becoming an employee or agent of, or consultant to, any entity that is engaged in the Business so long as Executive does not engage in any activities in the Business in any capacity for said entity.

Covenant Not to Compete. To protect the Confidential Information, Company Intellectual Property and other trade secrets of the Company and its affiliates, and in specific consideration for a cash payment of $1,000, Executive agrees, to the maximum extent permitted by applicable law, not to become involved with any entity that directly or indirectly engages in Prohibited Activities (as defined belowa) in any country in which the Company or any of its affiliates conducts such business, or plans to conduct such business during the Employment Term, during During the period commencing with on the Employment Term date hereof and ending twelve continuing until the expiration of one (121) months after Executive’s cessation of year from the date on which Xx. Xxxxxxxxx’x employment with the Company for any reasonterminates (the “Restricted Period”), Xx. For Xxxxxxxxx shall not, without the purposes prior written consent of this Agreementthe Company, which consent the term “Prohibited Activities” means Company may grant or withhold in its sole discretion, directly or indirectly owning indirectly, for his own account or the account of others, in any interest ingeographic areas in which Xx. Xxxxxxxxx provided services to the Company, managingor about which Xx. Xxxxxxxxx obtained Proprietary Information, participating in (whether during the last two years of his employment by the Company, as an employee, director, officer, consultant, partner, memberofficer, manager, representative director or agent), consulting with or rendering services to any entity stockholder (including, without limitation, Doctor On Demand, MDLive, Teladoc, Epic Systems, Cerner or Zoom) in (A) the telehealth industry or (B) digital healthcare, that, in the case other than a holder of clause (B), performs or plans to perform any of the services or manufactures or sells or plans to manufacture or sell any of the products planned, provided or offered by the Company or any of its subsidiaries or any products or services designed to perform the same function or achieve the same results as the products or services planned, provided or offered by the Company or any of its subsidiaries or performs or plans to perform any other services and/or engages or plans to engage in the development, production, manufacture, distribution or sale of any product similar to any planned or actual services performed or products developed, produced, manufactured, distributed or sold by the Company or any of its subsidiaries during the term of Executive’s employment with the Company and its affiliates, including, without limitation, any business activity that directly or indirectly provides the research, development, manufacture, marketing, selling or servicing of systems facilitating consumer communications with professional service providers in the digital healthcare field; provided that Prohibited Activities shall not mean Executive’s investment in securities of a publicly-traded company (or a non-publicly traded entity through a passive investment) equal to less than five percent (5%) of such company’s the issued and outstanding voting securitiesstock or other equity securities of an issuer whose securities are publicly traded) engage in the importing, production, marketing, sale or distribution to distributors of any beer, malt beverage, hard cider or product produced by the Company at any time during Xx. Executive agrees that the covenants contained in this Section 12(b) are reasonable and desirable to protect the Confidential Information and Company Intellectual Property Xxxxxxxxx’x tenure as an employee of the Company (i) which is either produced outside of the United States and imported into the United States or produced within the United States and (ii) which has a wholesale price within twenty-five percent (25%) of the wholesale price of any of the Company’s products, including but not limited to products marketed under the trade names XXXXXX XXXXX, TWISTED TEA, ANGRY ORCHARD, TRULY, DOGFISH HEAD and such other trade names as the Company may use to market its affiliatesproducts during Xx. Any reference Xxxxxxxxx’x employment with the Company. Xx. Xxxxxxxxx acknowledges that he has read and understands this provision, and that he has agreed to plans it knowingly and voluntarily, in order to obtain the benefits provided to Xx. Xxxxxxxxx by the Company. Notwithstanding the foregoing, in the event that you breach your fiduciary duty to the Company, and/or you have unlawfully taken, physically or planned activity in this paragraph electronically, property belonging to the Company, the Restricted Period shall be limited to plans or planned activities that are based upon material demonstrable actions. Following Executive’s cessation of employment, the prohibitions in this paragraph shall be limited to activities and planned activities twenty-four (including locations24) as of months from the date of Executive’s termination of employmentyour employment termination.

Covenant Not to Compete. To protect the Confidential Information, Company Intellectual Property and other trade secrets of the Company and its affiliates, and in specific consideration for a cash payment of $1,000, Executive agrees, to the maximum extent permitted by applicable law, not to become involved with any entity that directly or indirectly engages in Prohibited Activities (as defined below) in any country in which the Company or any of its affiliates conducts such business, or plans to conduct such business At all times during the Employment Term, during the period commencing with the Employment Term and ending twelve (12) months after ExecutiveEmployee’s cessation of employment with the Company for any reason. For the purposes of this Agreement, the term “Prohibited Activities” means directly or indirectly owning any interest in, managing, participating in (whether as an employee, director, officer, consultant, partner, member, manager, representative or agent), consulting with or rendering services to any entity (including, without limitation, Doctor On Demand, MDLive, Teladoc, Epic Systems, Cerner or Zoom) in (A) the telehealth industry or (B) digital healthcare, that, in the case of clause (B), performs or plans to perform any of the services or manufactures or sells or plans to manufacture or sell any of the products planned, provided or offered by the Company or any of its subsidiaries and for one year following termination of the Employee’s employment, the Employee shall not, unless acting with the prior written consent of the Company, directly or indirectly (i) own, manage, operate, finance, join, control or participate in the ownership, management, operation, financing or control of, or be associated as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with, or use or permit his name to be used in connection with, any profit or not-for-profit business or enterprise which at any time during such period designs, manufactures, assembles, sells, distributes or provides products (or services designed to perform the same function related services) in competition with those designed, manufactured, assembled, sold, distributed or achieve the same results as the products provided, or services plannedunder active development, provided or offered by the Company (including all future developments in and improvements on such products and services) in any part of the world; (ii) offer or provide employment to, interfere with or attempt to entice away from the Company, either on a full-time or part-time or consulting basis, any of its subsidiaries person who then currently is, or performs or plans to perform any other services and/or engages or plans to engage in the developmentwho within one year prior thereto had been, production, manufacture, distribution or sale of any product similar to any planned or actual services performed or products developed, produced, manufactured, distributed or sold employed by the Company Company; or any of its subsidiaries during (iii) directly or indirectly, solicit the term of Executive’s employment with the Company and its affiliatesbusiness of, including, without limitationor do business with, any business activity that directly customer, supplier, or indirectly provides the research, development, manufacture, marketing, selling prospective customer or servicing of systems facilitating consumer communications with professional service providers in the digital healthcare field; provided that Prohibited Activities shall not mean Executive’s investment in securities of a publicly-traded company (or a non-publicly traded entity through a passive investment) equal to less than five percent (5%) of such company’s outstanding voting securities. Executive agrees that the covenants contained in this Section 12(b) are reasonable and desirable to protect the Confidential Information and Company Intellectual Property supplier of the Company and its affiliateswith whom the Employee had direct or indirect contact or about whom the Employee may have acquired any knowledge while employed by the Company; provided, however, that this provision shall not be construed to prohibit the ownership by the Employee of not more than 2% of any class of securities of any corporation which is engaged in any of the foregoing businesses that has a class of securities registered pursuant to the Securities Exchange Act of 1934. Any reference to plans or planned activity If the Employee’s spouse engages in this paragraph any of the restricted activities set forth in the preceding sentence, the Employee shall be limited deemed to plans or planned have indirectly engaged in such activities that are based upon material demonstrable actionsin violation of this covenant. Following Executive’s cessation of employment, the prohibitions in this paragraph This provision shall be limited to activities and planned activities (including locations) as extended at the option of the Company, for a period of time equal to all periods during which the Employee is in violation of the foregoing covenant not to compete and to extend the covenant not to compete to run from the date any injunction may be issued against the Employee, should that occur, to enable the Company to receive the full benefit of Executive’s termination of employmentthe covenant not to compete agreed to herein by the Employee.

Covenant Not to Compete. (i) The Company and its affiliates are currently engaged in the business of branded and generic pharmaceuticals, with a focus on product development, clinical development, manufacturing, distribution and sales & marketing. To protect the Confidential Information, Company Intellectual Property Information and other trade secrets of the Company and its affiliates as well as the goodwill and competitive business of the Company and its affiliates, and in specific consideration for a cash payment of $1,000, Executive agrees, to the maximum extent permitted by applicable law, not to become involved with any entity that directly or indirectly engages in Prohibited Activities (as defined below) in any country in which the Company or any of its affiliates conducts such business, or plans to conduct such business during the Employment Term, during the period commencing with the Employment Term and ending for a period of twelve (12) months after Executive’s cessation of employment with the Company for any reason. For Company, other than a cessation of employment occurring after a Change in Control (as defined in the purposes of this AgreementEndo, the term “Prohibited Activities” means directly or indirectly owning any interest in, managing, participating in (whether as an employee, director, officer, consultant, partner, member, manager, representative or agentInc. 2024 Stock Incentive Plan), consulting with or rendering services that Executive will not, unless otherwise agreed to any entity by the Chief Executive Officer of Endo (includingfollowing approval by the Chair of the Committee), without limitation, Doctor On Demand, MDLive, Teladoc, Epic Systems, Cerner or Zoom) in (A) the telehealth industry or (B) digital healthcare, that, anywhere in the case of clause (B)world where, performs or plans to perform any of at the services or manufactures or sells or plans to manufacture or sell any of the products planned, provided or offered by the Company or any of its subsidiaries or any products or services designed to perform the same function or achieve the same results as the products or services planned, provided or offered by the Company or any of its subsidiaries or performs or plans to perform any other services and/or engages or plans to engage in the development, production, manufacture, distribution or sale of any product similar to any planned or actual services performed or products developed, produced, manufactured, distributed or sold by the Company or any of its subsidiaries during the term of Executive’s employment with the Company and its affiliates, including, without limitation, any business activity that directly or indirectly provides the research, development, manufacture, marketing, selling or servicing of systems facilitating consumer communications with professional service providers in the digital healthcare field; provided that Prohibited Activities shall not mean Executive’s investment in securities of a publicly-traded company (or a non-publicly traded entity through a passive investment) equal to less than five percent (5%) of such company’s outstanding voting securities. Executive agrees that the covenants contained in this Section 12(b) are reasonable and desirable to protect the Confidential Information and Company Intellectual Property of the Company and its affiliates. Any reference to plans or planned activity in this paragraph shall be limited to plans or planned activities that are based upon material demonstrable actions. Following Executive’s cessation of employment, the prohibitions in this paragraph shall be limited to activities and planned activities (including locations) as of the date time of Executive’s termination of employment, the Company develops, manufactures, distributes, markets or sells its products, except in the course of Executive’s employment hereunder, directly or indirectly manage, operate, control, or participate in the management, operation, or control of, be employed by, associated with, or in any manner connected with, lend Executive’s name to, or render services or advice to, any third party or any business whose products or services compete in whole or in part with the products or services (both on the market and in development) material to the Company or any business unit on the termination date that constitutes more than 5% of the Company’s revenue on the termination date (a “Competing Business”); provided, however, that Executive may in any event (x) own up to a 5% passive ownership interest in any public or private entity and (y) serve on the board of any Competing Business that competes with the business of the Company and its affiliates as an immaterial part of its overall business, provided that Executive recuses Executive fully and completely from all matters relating to such business; and provided, further, that the foregoing shall not preclude or limit Executive’s activities with respect to the practice of law. Executive and the Company acknowledge and agree that, solely with respect to the practice of law, the foregoing noncompetition obligations shall not apply and this Agreement shall be construed in all respects consistent with Rule 5.6 of the Pennsylvania Rules of Professional Conduct and Rule 5.6 of the Delaware Lawyers’ Rules of Professional Conduct.

Covenant Not to Compete. To protect the Confidential Information, Company Intellectual Property and other trade secrets of the Company and its affiliates, and in specific consideration for a cash payment of $1,000, Executive agrees, to the maximum extent permitted by applicable law, not to become involved with any entity that directly or indirectly engages in Prohibited Activities (as defined below) in any country in which the Company or any of its affiliates conducts such business, or plans to conduct such business At all times during the Employment Term, during the period commencing with the Employment Term and ending twelve (12) months after Executive’s cessation of employment with the Company for any reason. For the purposes of this Agreement, the term “Prohibited Activities” means directly or indirectly owning any interest in, managing, participating in (whether as an employee, director, officer, consultant, partner, member, manager, representative or agent), consulting with or rendering services to any entity (including, without limitation, Doctor On Demand, MDLive, Teladoc, Epic Systems, Cerner or Zoom) in (A) the telehealth industry or (B) digital healthcare, that, in the case of clause (B), performs or plans to perform any of the services or manufactures or sells or plans to manufacture or sell any of the products planned, provided or offered by the Company or any of its subsidiaries and for one year following termination of Executive’s employment, Executive shall not, unless acting with the prior written consent of the Company, directly or indirectly (i) own, manage, operate, finance, join, control or participate in the ownership, management, operation, financing or control of, or be associated as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with, or use or permit his name to be used in connection with, any profit or not-for-profit business or enterprise which at any time during such period designs, manufactures, assembles, sells, distributes or provides products (or services designed to perform the same function related services) in competition with those designed, manufactured, assembled, sold, distributed, or achieve the same results as the products provided, or services plannedunder active development, provided or offered by the Company (including all future developments in and improvements on such products and services) in any part of the world; (ii) offer or provide employment to, interfere with or attempt to entice away from the Company, either on a full-time or part-time or consulting basis, any person who then currently is, or who within one year prior thereto had been, employed by the Company; (iii) directly or indirectly, solicit the business of, or do business with, any customer, supplier, or prospective customer or supplier of its subsidiaries the Company with whom Executive had direct or performs indirect contact or plans about whom Executive may have acquired any knowledge while employed by the Company, or (iv) take any action which is intended, or would reasonably be expected, to perform any other services and/or engages or plans to engage in the development, production, manufacture, distribution or sale of any product similar to any planned or actual services performed or products developed, produced, manufactured, distributed or sold by harm the Company or its reputation or which would reasonably be expected to lead to unwanted or unfavorable publicity to the Company; provided, however, that this provision shall not be construed to prohibit the ownership by Executive of not more than 2% of any class of securities of any corporation which is engaged in any of its subsidiaries during the term foregoing businesses that has a class of securities registered pursuant to the Securities Exchange Act of 1934. If Executive’s employment with spouse engages in any of the restricted activities set forth in the preceding sentence, Executive shall be deemed to have indirectly engaged in such activities in violation of this covenant. This provision shall be extended at the option of the Company, for a period of time equal to all periods during which Executive is in violation of the foregoing covenant not to compete and to extend the covenant not to compete to run from the date any injunction may be issued against Executive, should that occur, to enable the Company and its affiliates, including, without limitation, any business activity that directly or indirectly provides to receive the research, development, manufacture, marketing, selling or servicing of systems facilitating consumer communications with professional service providers in the digital healthcare field; provided that Prohibited Activities shall not mean Executive’s investment in securities of a publicly-traded company (or a non-publicly traded entity through a passive investment) equal to less than five percent (5%) of such company’s outstanding voting securities. Executive agrees that the covenants contained in this Section 12(b) are reasonable and desirable to protect the Confidential Information and Company Intellectual Property full benefit of the Company and its affiliates. Any reference covenant not to plans or planned activity in this paragraph shall be limited compete agreed to plans or planned activities that are based upon material demonstrable actions. Following herein by Executive’s cessation of employment, the prohibitions in this paragraph shall be limited to activities and planned activities (including locations) as of the date of Executive’s termination of employment.

Covenant Not to Compete. To protect Employee agrees that during the Confidential Information, Company Intellectual Property and other trade secrets term of the Company and its affiliateshis employment, and in specific consideration for a cash payment period of $1,000one (1) year thereafter, Executive agrees, to the maximum extent permitted by applicable law, he will not to become involved with any entity that directly or indirectly engages in Prohibited Activities (indirectly, for himself or for any other person, proprietorship, partnership, corporation or trust, or any other entity, as defined below) an individual or as an owner, employee, agent, officer, director, trustee, or in any country other capacity: for the purposes of selling, installing or maintaining satellite television systems or selling video, audio or data programming packages ("Restricted Services"), Employee shall not solicit, participate or aid in which the Company solicitation of orders for Restricted Services, or sell any Restricted Services to any of its affiliates conducts such businessEmployer's customers who were serviced by Employee, solicited by Employee or who became customers of Employer as a result of any actions taken by Employee; for the purpose of selling Restricted Services, Employee shall not solicit, participate or aid in the solicitation of, or plans sell any Restricted Services to conduct such any of Employer's customers who were customers, or had an ongoing business relationship with Employer, at any time during the Employment Termsix (6) month period preceding the termination of this Agreement; contact, or aid or participate in the contact, including allowing the use of Employee's name in connection with the contact of, any of Employer's customers who were customers, or had an ongoing business relationship with Employer, at any time during the six (6) month period commencing with preceding the Employment Term and ending twelve (12) months after Executive’s cessation of employment with the Company for any reason. For the purposes termination of this Agreement, for the term “Prohibited Activities” means directly purpose of diverting their purchases of Restricted Services from Employer; for the purpose of selling Restricted Services, Employee shall not solicit, participate or indirectly owning any interest in, managing, participating in (whether as an employee, director, officer, consultant, partner, member, manager, representative or agent), consulting with or rendering services to any entity (including, without limitation, Doctor On Demand, MDLive, Teladoc, Epic Systems, Cerner or Zoom) in (A) the telehealth industry or (B) digital healthcare, that, aid in the case solicitation of, represent or sell Restricted Services on behalf of clause (B), performs or plans to perform any of the services or manufactures or sells or plans to manufacture or companies that Employer represents at any time during the six (6) month period preceding the termination of this Agreement. for the purpose of selling Restricted Services, Employee shall not sell any of the products plannedproduct lines (for example, provided DirecTV, Echostar, etc.) carried by Employer at any time during the six (6) month period preceding the termination of this Agreement. solicit or offered by contact or aid or participate in the Company contact, including allowing the use of Employee's name in connection with the contact of, Employer's employees, for the purpose of inducing them to terminate their employment with Employer; engage in, conduct, promote, or any of its subsidiaries participate in either as an owner, investor, employee, officer, director, trustee, or any products agent, or services designed to perform the same function or achieve the same results as the products or services planned, provided or offered by the Company or any of its subsidiaries or performs or plans to perform in any other services and/or engages or plans to engage capacity whatsoever, a business in competition with Employer in the development, production, manufacture, distribution or sale and offering of any product similar to any planned or actual services performed or products developed, produced, manufactured, distributed or sold by the Company or any of its subsidiaries during the term of Executive’s employment with the Company and its affiliates, including, without limitation, any business activity that Restricted Services either directly or indirectly provides the research, development, manufacture, marketing, selling or servicing of systems facilitating consumer communications with professional service providers in the digital healthcare field; provided that Prohibited Activities shall not mean Executive’s investment in securities of a publicly-traded company (or a non-publicly traded entity through a passive investment) equal to less than five percent (5%) of such company’s outstanding voting securitiesindirectly. Executive agrees that the The prohibitions and covenants contained enumerated in this Section 12(b8(g) are reasonable shall bind Employee in the following geographic area: Mxxxxx County, Indiana and desirable to protect all surrounding counties. Nothing in the Confidential Information foregoing provisions of this Section shall prohibit Employee from purchasing for investment purposes only any stock or corporate security traded or quoted on a national securities exchange or national market system. Employer and Company Intellectual Property Employee agree that in the event of a breach of any of the Company covenants and its affiliates. Any reference to plans or planned activity prohibitions contained in this paragraph Sections 7 and 8 by Employee, Employer shall be limited to plans or planned activities that are based upon material demonstrable actions. Following Executive’s cessation of employmentsuffer immediate, immeasurable and irreparable harm and damage, and accordingly, the prohibitions in this paragraph shall be limited to activities and planned activities (including locations) parties agree as of the date of Executive’s termination of employment.follows:

Covenant Not to Compete. To protect For a period of five (5) years from and after the Confidential InformationClosing Date, Company Intellectual Property and other trade secrets of the Company and its affiliatesSeller will not, and in specific consideration for a cash payment of $1,000, Executive agrees, to the maximum extent permitted by applicable law, not to become involved with any entity that directly or indirectly engages in Prohibited Activities (as defined below) and in any country capacity of any nature whatsoever, engage in the business of designing, manufacturing or selling atomic force microscopes, scanning probe microscopes, stylus profilers or fast 3D optical microscopes used to provide surface measurements in (a) research or (b) offline or quality assurance (QA) production environments, in any geographic area in which the Company or any of its affiliates conducts such business, or plans to conduct such that business during the Employment Term, during the period commencing with the Employment Term and ending twelve (12) months after Executive’s cessation of employment with the Company for any reason. For the purposes of this Agreement, the term “Prohibited Activities” means directly or indirectly owning any interest in, managing, participating in (whether as an employee, director, officer, consultant, partner, member, manager, representative or agent), consulting with or rendering services to any entity (including, without limitation, Doctor On Demand, MDLive, Teladoc, Epic Systems, Cerner or Zoom) in (A) the telehealth industry or (B) digital healthcare, that, in the case of clause (B), performs or plans to perform any of the services or manufactures or sells or plans to manufacture or sell any of Closing Date; provided, however, that the products planned, provided or offered by the Company or any of its subsidiaries or any products or services designed to perform the same function or achieve the same results as the products or services planned, provided or offered by the Company or any of its subsidiaries or performs or plans to perform any other services and/or engages or plans to engage in the development, production, manufacture, distribution or sale of any product similar to any planned or actual services performed or products developed, produced, manufactured, distributed or sold by the Company or any of its subsidiaries during the term of Executive’s employment with the Company and its affiliates, including, without limitation, any business activity that directly or indirectly provides the research, development, manufacture, marketing, selling or servicing of systems facilitating consumer communications with professional service providers in the digital healthcare field; provided that Prohibited Activities shall not mean Executive’s investment in securities of a publicly-traded company (or a non-publicly traded entity through a passive investment) equal to Seller may own less than five percent (5%) of such companythe outstanding stock of any company and shall not be deemed to engage solely by reason thereof in any of its businesses; provided, further, that this section shall not prevent the Seller from designing, manufacturing, using or selling in-situ metrology equipment for use in process equipment systems or incorporating third-party metrology equipment into Seller’s outstanding voting securitiesprocess equipment systems. Executive agrees that In addition, (A) for a period of two (2) years from and after the covenants contained Closing Date, the Seller will not, directly or indirectly and in this Section 12(b) are reasonable and desirable to protect the Confidential Information and Company Intellectual Property any capacity of any nature whatsoever, solicit for employment, consulting or other similar relationship any then current employees of the Company or any Non-Company Employees hired by Buyer, or any persons who were employees of the Company at any time within the immediately preceding six (6) months, and (B) for a period of one (1) year from and after the Closing Date, the Seller will not, directly or indirectly and in any capacity of any nature whatsoever, hire as an employee, consultant or in a similar capacity any then current employee of the Company or any Non-Company Employees hired by Buyer, or any persons who were employees of the Company at any time within the immediately preceding six (6) months; provided, however, that the Seller and its affiliatesAffiliates may at any time make offers to and hire any employee or consultant who is not selected by the Buyer to continue to provide services to the Company or an Affiliate of the Company following the Closing or who is terminated by the Buyer or any of its Affiliates (including the Company following the Closing). Any reference to plans or planned activity Furthermore, nothing in this paragraph the immediately preceding sentence shall be limited construed to plans prevent the Seller from hiring such employees or planned activities that consultants resulting from advertising of open positions, participating in job fairs or the like, or other forms of soliciting candidates for employment or consulting services which are based upon material demonstrable actions. Following Executive’s cessation of employment, the prohibitions general in this paragraph shall be limited to activities and planned activities (including locations) as of the date of Executive’s termination of employmentnature.

Covenant Not to Compete. To protect In consideration for the Confidential Informationpayments provided for in Section 5(a) above, Company Intellectual Property and other trade secrets you hereby agree that, without the Company's prior written consent, effective as of the date of this Agreement, for so long as you are employed by the Company or one of its Subsidiaries (and its affiliatesany successors in interest therein), and in specific consideration for a cash payment period of $1,000two (2) years thereafter (the "Noncompete Period"), Executive agrees, to the maximum extent permitted by applicable law, you shall not to become involved with any entity that directly or indirectly engages indirectly, either as principal, manager, agent consultant, officer, stockholder, partner, investor, lender, employee or in Prohibited Activities any other capacity, engage in or have any financial interest in any Competitive Business (as hereinafter defined) in the Territory (as defined belowherein) and in a capacity identical to or similar to the capacity in which you worked at the Company. Nothing in this Section 5(b) shall be construed so as to preclude you from investing in any country in which publicly or privately held company, provided that your beneficial ownership of any class of such company's securities does not exceed 2% of the Company or any outstanding securities of its affiliates conducts such business, or plans to conduct such business during the Employment Term, during the period commencing with the Employment Term and ending twelve (12) months after Executive’s cessation of employment with the Company for any reasonclass. For the purposes of this Agreement, a "Competitive Business" is any corporation, partnership, or any other business or firm that principally engages in the term “Prohibited Activities” means business of, and competes directly with, any of the businesses owned or indirectly owning operated by the Company, its Subsidiaries or affiliates (including any interest inparent company) and any successors thereto (the "Restricted Group") in the sale, managingrepresentation or marketing of computer programs, participating in or any related services, for the collection and/or dissemination of sales and/or marketing information for pharmaceutical manufacturers, over-the-counter (whether as an employee, director, officer, consultant, partner, member, manager, representative "OTC") pharmaceutical manufacturers or agent), consulting manufacturers of biotech or vaccine products (with or rendering services to any entity (said Competitive Businesses including, without limitation, Doctor On Demand, MDLive, Teladoc, Epic Siebel Systems, Cerner or Zoom) in Inc., Dendrite International, Inc., Aurum Software (A) the telehealth industry or (B) digital healthcare, that, in the case of clause (Ba Baan Company), performs or plans Epsilon, Phoenix Marketing, X. Xxxxxx & Company, C3i-Inc. and their affiliates and successors thereto). The "Territory" shall be defined to perform any be the following geographic areas: City of Atlanta, the services or manufactures or sells or plans to manufacture or sell any counties of Clayton, Cobb, Coweta, Dekalb, Douglas, Fayette, Forsyth, Fulton, Gwinnett and Xxxxx, Georgia and the products plannedcounties of Bergen, provided or offered by Morris, Ocean, and Passaic, New Jersey. You acknowledge that the Company or any of conducts its subsidiaries or any products or business within the Territory, that you will perform services designed to perform the same function or achieve the same results as the products or services planned, provided or offered by the Company or any of its subsidiaries or performs or plans to perform any other services and/or engages or plans to engage in the development, production, manufacture, distribution or sale of any product similar to any planned or actual services performed or products developed, produced, manufactured, distributed or sold by the Company or any of its subsidiaries during the term of Executive’s employment with the Company for and its affiliates, including, without limitation, any business activity that directly or indirectly provides the research, development, manufacture, marketing, selling or servicing of systems facilitating consumer communications with professional service providers in the digital healthcare field; provided that Prohibited Activities shall not mean Executive’s investment in securities of a publicly-traded company (or a non-publicly traded entity through a passive investment) equal to less than five percent (5%) of such company’s outstanding voting securities. Executive agrees that the covenants contained in this Section 12(b) are reasonable and desirable to protect the Confidential Information and Company Intellectual Property on behalf of the Company within the Territory, and its affiliates. Any reference that this Section (and the Territory) is a reasonable limitation on your ability to plans or planned activity in this paragraph shall be limited to plans or planned activities that are based upon material demonstrable actions. Following Executive’s cessation of employment, compete with the prohibitions in this paragraph shall be limited to activities and planned activities (including locations) as of the date of Executive’s termination of employmentCompany.

Covenant Not to Compete. To protect The Executive hereby agrees that he will not, either during the Confidential InformationTerm or at all times until the earlier of twenty-four (24) months from the time his employment ceases or a Change in Control (the earlier of which being, Company Intellectual Property and the “Restricted Period”), engage in the (i) ownership or operation of post office facilities; (ii) investment in or lending to post office facilities; (iii) management of post office facilities; or (iv) provision of any planning, development or executive services for post office facilities. The Executive will be deemed to be engaged in such competitive business activities if he participates in such a business enterprise as an employee, officer, director, consultant, agent, partner, proprietor, or other trade secrets participant; provided that the ownership of no more than two percent (2%) of the stock of a publicly traded Company and its affiliatesengaged in a competitive business shall not be deemed to be engaging in competitive business activities. During the Restricted Period, and in specific consideration for a cash payment of $1,000, the Executive agreeswill be prohibited, to the maximum fullest extent permitted allowed by applicable law, not to become involved with any entity that from directly or indirectly engages in Prohibited Activities (as defined below) in indirectly, individually or on behalf of any country in which the Company person or any of its affiliates conducts such businessentity, encouraging, inducing, attempting to induce, recruiting, attempting to recruit, soliciting or plans attempting to conduct such business during the Employment Term, during the period commencing with the Employment Term and ending twelve (12) months after Executive’s cessation of employment with the Company for any reason. For the purposes of this Agreement, the term “Prohibited Activities” means directly solicit or indirectly owning any interest in, managing, participating in (whether as an employeethe recruitment for employment, director, officer, consultant, partner, member, manager, representative contractor or agent), consulting with or rendering services to any entity (including, without limitation, Doctor On Demand, MDLive, Teladoc, Epic Systems, Cerner or Zoom) in (A) the telehealth industry or (B) digital healthcare, that, in the case of clause (B), performs or plans to perform any of the services or manufactures or sells or plans to manufacture or sell any of the products planned, provided or offered opportunities anyone who is employed at that time by the Company or any of its subsidiaries subsidiary or any products or services designed to perform the same function or achieve the same results as the products or services planned, provided or offered by the Company or any of its subsidiaries or performs or plans to perform any other services and/or engages or plans to engage in the development, production, manufacture, distribution or sale of any product similar to any planned or actual services performed or products developed, produced, manufactured, distributed or sold by the Company or any of its subsidiaries during the term of Executive’s affiliate. During his employment with the Company and thereafter, the Executive will not make any communication, authorize anyone else to make any communication on the Executive’s behalf or make any direct or indirect written or oral statements to the press, television, radio or other media or other external persons or entities that disparage or make any untruthful remarks or statements, whether oral or written, about the Company, its operations or its products, services, affiliates, includingofficers, without limitationdirectors, any business activity that directly employees, or indirectly provides the research, development, manufacture, marketing, selling or servicing of systems facilitating consumer communications with professional service providers in the digital healthcare field; provided that Prohibited Activities shall not mean Executive’s investment in securities of a publicly-traded company (or a non-publicly traded entity through a passive investment) equal to less than five percent (5%) of such company’s outstanding voting securitiesagents. Executive agrees that the covenants contained in this Section 12(b) are reasonable and desirable to protect the Confidential Information and Company Intellectual Property of While employed by the Company and its affiliates. Any reference to plans or planned activity in this paragraph shall be limited to plans or planned activities that are based upon material demonstrable actions. Following Executive’s cessation of employmentduring the Restricted Period, the prohibitions in Executive will communicate the contents of this paragraph shall Section 10 to any person, firm, association, partnership, Company or other entity that the Executive intends to be limited to activities and planned activities (including locations) as of the date of Executive’s termination of employmentemployed by, associated with, or represent.

Covenant Not to Compete. To protect (a) IP hereby acknowledges and agrees that UWWH, Spinco and the Confidential InformationSpinco Business would be irreparably damaged if IP or its Subsidiaries were to, Company Intellectual Property directly or indirectly, engage in the Restricted Business and other trade secrets that doing so would result in a significant loss of goodwill and value by Spinco and the Spinco Business. Therefore, in further consideration of the Company amounts to be paid for the Spinco Common Stock and its affiliatesthe goodwill of Spinco, IP covenants and in specific consideration agrees that, for a cash payment period of $1,000four years from and after the Closing Date, Executive agreesneither IP nor any of its Subsidiaries shall, to without the maximum extent permitted by applicable lawprior written consent of the Surviving Corporation, not to become involved with directly or indirectly, either for itself or for any entity other Person, own or acquire any interest in, operate, manage, control, or engage in, any business or Person that engages in or owns, invests in, operates, manages or controls any venture or enterprise which directly or indirectly engages engages, or proposes to engage in, any portion of the Restricted Business; provided, however, that nothing set forth in Prohibited Activities this Section 8.22 shall prohibit IP or its Subsidiaries from (i) selling, distributing or otherwise providing any products manufactured by third parties that are ancillary to, and sold in connection with, sales of products manufactured by IP or its Affiliates (e.g., polypropylene lids for IP-manufactured food containers) (“IP Ancillary Products”) so long as defined belowall such IP Ancillary Products in the aggregate (other than polypropylene lids for IP-manufactured food containers) are of a de minimis value in relation to all IP manufactured Covered Products in the aggregate, (ii) selling any country in which products to or performing any services for the Company Surviving Corporation or any of its affiliates conducts such business, or plans to conduct such business during the Employment Term, during the period commencing with the Employment Term and ending twelve (12) months after Executive’s cessation of employment with the Company for any reason. For the purposes of this Agreement, the term “Prohibited Activities” means directly or indirectly owning any interest in, managing, participating in (whether as an employee, director, officer, consultant, partner, member, manager, representative or agent), consulting with or rendering services to any entity (including, without limitation, Doctor On Demand, MDLive, Teladoc, Epic Systems, Cerner or Zoom) in (A) the telehealth industry Subsidiaries; or (Biii) digital healthcareacquiring the assets or capital stock or other equity interests of any other Person engaged in a Restricted Business; provided, that, subject to Section 8.22(b), in the case of clause (Biii), performs IP shall divest or plans to perform any of the services or manufactures or sells or plans to manufacture or sell any of the products planned, provided or offered by the Company or any terminate such Restricted Business within 12 months of its subsidiaries or any products or services designed to perform the same function or achieve the same results as the products or services planned, provided or offered by the Company or any of its subsidiaries or performs or plans to perform any other services and/or engages or plans to engage in the development, production, manufacture, distribution or sale of any product similar to any planned or actual services performed or products developed, produced, manufactured, distributed or sold by the Company or any of its subsidiaries during the term of Executive’s employment with the Company and its affiliates, including, without limitation, any business activity that directly or indirectly provides the research, development, manufacture, marketing, selling or servicing of systems facilitating consumer communications with professional service providers in the digital healthcare field; provided that Prohibited Activities shall not mean Executive’s investment in securities of a publicly-traded company (or a non-publicly traded entity through a passive investment) equal to less than five percent (5%) of such company’s outstanding voting securities. Executive agrees that the covenants contained in this Section 12(b) are reasonable and desirable to protect the Confidential Information and Company Intellectual Property of the Company and its affiliates. Any reference to plans or planned activity in this paragraph shall be limited to plans or planned activities that are based upon material demonstrable actions. Following Executive’s cessation of employment, the prohibitions in this paragraph shall be limited to activities and planned activities (including locations) as of the date of Executive’s termination of employmentacquisition.

Covenant Not to Compete. To protect the Confidential Information, Company Intellectual Property and other trade secrets of the Company and its affiliatessubsidiaries, and in specific consideration for a cash payment of $1,000, Executive agrees, to the maximum extent permitted by applicable law, not to become involved with any entity that engage directly or indirectly engages in Prohibited Activities (as defined below) in any country in which the Company or any of its affiliates subsidiaries conducts such business, or plans to conduct such business during the Employment Term, during the period commencing with the Employment Term and ending twelve (12) months after Executive’s cessation of employment with the Company for any reason. For the purposes of this Agreement, the term “Prohibited Activities” means directly or indirectly owning any interest in, managing, participating in (whether as an employee, director, officer, consultant, partner, member, manager, representative or agent), consulting with or rendering services to any entity (including, without limitation, Doctor On Demand, MDLive, Teladoc, Epic Systems, Cerner or Zoom) in (A) the telehealth industry or (B) digital healthcare, that, in the case of clause (B), performs or plans to perform any of the services or manufactures or sells or plans to manufacture or sell any of the products planned, provided or offered by the Company or any of its subsidiaries or any products or services designed to perform the same function or achieve the same results as the products or services planned, provided or offered by the Company or any of its subsidiaries or performs or plans to perform any other services and/or engages or plans to engage in the development, production, manufacture, distribution or sale of any product similar to any planned or actual services performed or products developed, produced, manufactured, distributed or sold by the Company or any of its subsidiaries during the term of Executive’s employment with the Company and its affiliatessubsidiaries, including, without limitation, any business activity that directly or indirectly provides the research, development, manufacture, marketing, selling or servicing of systems facilitating consumer communications with professional service providers in the digital healthcare field; provided that Prohibited Activities shall not mean Executive’s investment in securities of a publicly-traded company (or a non-publicly traded entity through a passive investment) equal to less than five percent (5%) of such company’s outstanding voting securities. Executive agrees that the covenants contained in this Section 12(b) are reasonable and desirable to protect the Confidential Information and Company Intellectual Property of the Company and its affiliatessubsidiaries. Any reference to plans or planned activity in this paragraph shall be limited to plans or planned activities that are based upon material demonstrable actions. Following Executive’s cessation of employment, the prohibitions in this paragraph shall be limited to activities and planned activities (including locations) as of the date of Executive’s termination of employment. Notwithstanding anything to the contrary herein or in any other restrictive covenant agreement between the Company and Executive, subject to Executive’s compliance with his confidentiality obligations herein (and therein, as applicable), the Company agrees that Executive will not be deemed in breach of any non-competition covenant to the Company if, during the twelve (12) month period following the termination of Executive’s employment with the Company, Executive provides investment banking services or works for a private equity firm involving services or investment to companies that are not providing telehealth products or services. For clarity, Executive may provide investment banking investment banking services or work for a private equity firm involving services or investment to companies that have a telehealth offering so long as the services provided are not to the telehealth division or business of such entity.

Covenant Not to Compete. To protect the Confidential Information, Company Intellectual Property and other trade secrets of the Company and its affiliates, and in specific consideration for a cash payment of $1,000, Executive agrees, to the maximum extent permitted by applicable law, not to become involved with any entity that directly or indirectly engages in Prohibited Activities (as defined below) in any country in which the Company or any of its affiliates conducts such business, or plans to conduct such business during the Employment Term, during the period commencing with the Employment Term and ending twelve (12) months after Executive’s cessation of employment with the Company for any reason. For the purposes of this Agreement, the term “Prohibited Activities” means directly or indirectly owning any interest in, managing, participating in (whether as an employee, director, officer, consultant, partner, member, manager, representative or agent), consulting with or rendering services to any entity (including, without limitation, Doctor On Demand, MDLive, Teladoc, Epic Systems, Cerner or Zoom) in (A) the telehealth industry or (B) digital healthcare, that, in the case of clause (B), performs or plans to perform any of the services or manufactures or sells or plans to manufacture or sell any of the products planned, provided or offered by the Company or any of its subsidiaries or any products or services designed to perform the same function or achieve the same results as the products or services planned, provided or offered by the Company or any of its subsidiaries or performs or plans to perform any other services and/or engages or plans to engage in the development, production, manufacture, distribution or sale of any product similar to any planned or actual services performed or products developed, produced, manufactured, distributed or sold by the Company or any of its subsidiaries during During the term of Executive’s employment with this Agreement and for a period of two (2) years following the Company and its affiliatestermination of XxXxxxxx’x employment, including, without limitation, any business activity that XxXxxxxx shall not directly or indirectly provides indirectly: (i) engage, anywhere within the research, development, manufacture, marketing, selling geographical area in which Integra is conducting business operations or servicing of systems facilitating consumer communications with professional service providers in the digital healthcare field; provided that Prohibited Activities shall not mean Executive’s investment in securities of a publicly-traded company (or a non-publicly traded entity through a passive investment) equal to less than five percent (5%) of such company’s outstanding voting securities. Executive agrees that the covenants contained in this Section 12(b) are reasonable and desirable to protect the Confidential Information and Company Intellectual Property of the Company and its affiliates. Any reference to plans or planned activity in this paragraph shall be limited to plans or planned activities that are based upon material demonstrable actions. Following Executive’s cessation of employment, the prohibitions in this paragraph shall be limited to activities and planned activities (including locations) providing services as of the date of Executive’s termination of XxXxxxxx’x employment, in the tissue engineering business (the use of implantable absorbable materials, with or without a bioactive component, to attempt to elicit a specific cellular response in order to regenerate tissue or impede the growth of tissue or migration of cells) (the “Tissue Engineering Business”) or any of the businesses set forth on Exhibit D, which is attached hereto, made a part hereof and incorporated herein by reference (together, with the Tissue Engineering Business, the “Business”); (ii) be or become a stockholder, partner, owner, officer, director or employee or agent of, or a consultant to or give financial or other assistance to, any person or entity engaged in the Business; (iii) seek in competition with the Business of Integra to procure orders from or do business with any customer of Integra; (iv) solicit or contact with a view to the engagement or employment by any person or entity of any person who is an employee of Integra; (v) seek to contract with or engage (in such a way as to adversely affect or interfere with the Business) any person or entity who has been contracted with or engaged to manufacture, assemble, supply or deliver products, goods, materials or services to Integra; or (vi) engage in or participate in any effort or act to induce any of the customers, associates, consultants or employees of Integra to take any action which might be disadvantageous to Integra; provided, however, that nothing herein shall prohibit XxXxxxxx from owning, as a passive investor, in the aggregate not more than five percent of the outstanding publicly traded stock of any corporate so engaged, and provided, further, that nothing in this Section 7 shall prevent XxXxxxxx from engaging in any activity set forth in subsections (i) through (vi) above for an entity or person whose businesses do not substantially compete with the Business but which might own or operate a business that substantially competes with the Business so long as XxXxxxxx recuses himself from engaging in any activity set forth in subsections (i) through (vi) above for the business that substantially competes with the Business. Integra hereby consents to XxXxxxxx’x joining a board of directors of another entity after December 31, 2001, provided, however, that such entity does not compete with the Business.

Covenant Not to Compete. To protect the Confidential Information, Company Intellectual Property and other trade secrets of the Company and its affiliatessubsidiaries, and in specific consideration for a cash payment of $1,000, the Special Compensation Executive agrees, to the maximum extent permitted by applicable law, not to become involved with any entity that directly or indirectly engages in Prohibited Activities (as defined below) in any country in which the Company or any of its affiliates subsidiaries conducts such business, or plans to conduct such business during the Employment Term, during the period commencing with the Employment Term and ending twelve (12) months after Executive’s cessation of employment with the Company for any reason. For the purposes of this Agreement, the term “Prohibited Activities” means directly or indirectly owning any interest in, managing, participating in (whether as an employee, director, officer, consultant, partner, member, manager, representative or agent), consulting with or rendering services to any entity (including, without limitation, Doctor On Demand, MDLive, Teladoc, Epic Systems, Cerner or Zoom) in (A) the telehealth industry or (B) digital healthcare, that, in the case of clause (B), performs or plans to perform any of the services or manufactures or sells or plans to manufacture or sell any of the products planned, provided or offered by the Company or any of its subsidiaries or any products or services designed to perform the same function or achieve the same results as the products or services planned, provided or offered by the Company or any of its subsidiaries or performs or plans to perform any other services and/or engages or plans to engage in the development, production, manufacture, distribution or sale of any product similar to any planned or actual services performed or products developed, produced, manufactured, distributed or sold by the Company or any of its subsidiaries during the term of Executive’s employment with the Company and its affiliatessubsidiaries, including, without limitation, any business activity that directly or indirectly provides the research, development, manufacture, marketing, selling or servicing of systems facilitating consumer communications with professional service providers in the digital healthcare field; provided that (i) Prohibited Activities shall not mean Executive’s investment in securities of a publicly-traded company (or a non-publicly traded entity through a passive investment) equal to less than five percent (5%) of such company’s outstanding voting securities, (ii) Prohibited Activities following cessation of Executive’s employment shall not include businesses of the Company or its subsidiaries which are reasonably projected, as of the termination date, to represent less than 5% of the consolidated revenues of the Company and its subsidiaries taken as a whole following the termination date, and (iii) Executive shall be permitted to provide services to an entity that has a unit, division, subsidiary or affiliate engaging in a Prohibited Activity so long as Executive does not provide services, directly or indirectly, to such unit, division, subsidiary or affiliate engaging in the Prohibited Activity. Executive agrees that the covenants contained in this Section 12(b) are (i) reasonable and desirable to protect the Confidential Information and Company Intellectual Property of the Company and its affiliatessubsidiaries ; (ii) the area and time duration thereof are in all things reasonable and necessary to protect the goodwill and the operations and business of Company and its subsidiaries , and does not impose a greater restrain than is necessary to protect the goodwill or other business interests of the Company, and (iii) good and valuable consideration exists under the Agreement, for Executive’s agreement to be bound thereby. Notwithstanding, if any of the restrictions set forth herein is found by a court having jurisdiction to be unreasonable or overly-broad as to geographic area, scope or time or to be otherwise unenforceable, the Parties hereto intend for the restrictions set forth herein to be reformed, modified and redefined by such court so as to be reasonable and enforceable and, as so modified by such court, to be fully enforced. Any reference to plans or planned activity in this paragraph shall be limited to plans or planned activities that are based upon material demonstrable actions. Following Executive’s cessation of employment, the prohibitions in this paragraph shall be limited to activities and planned activities (including locations) as of the date of Executive’s termination of employment.

Covenant Not to Compete. To protect (a) Seller agrees that for a period of two (2) years from and after the Confidential Informationdate hereof (the "Non-Compete Period"), Company Intellectual Property Seller shall not and shall cause its subsidiaries or any affiliates over which Seller has the right to determine the kinds of business in which such affiliates are involved (the "Controlled Affiliates") not to (i) own, acquire, manage, operate, control or participate in the ownership, management, operation or control of any company or other trade secrets entity (in each case, a "Competing Entity"), which engages in any of the Company and its affiliatesfollowing businesses, and in specific consideration for a cash payment of $1,000each case, Executive agreesin the United States, to the maximum extent permitted by applicable law, not to become involved with any entity that directly or indirectly engages in Prohibited Activities (as defined below) in any country in which the Company or any of its affiliates conducts such business, or plans to conduct such business during the Employment Term, during the period commencing with the Employment Term and ending twelve (12) months after Executive’s cessation of employment with the Company for any reason. For the purposes of this Agreement, the term “Prohibited Activities” means directly or indirectly owning any interest in, managing, participating in (whether as an employee, director, officer, consultant, partner, member, manager, representative or agent), consulting with or rendering services to any entity (including, without limitation, Doctor On Demand, MDLive, Teladoc, Epic Systems, Cerner or Zoom) in (A) distributing books and reference materials in print that compete with those currently distributed by PRI for distribution to libraries and schools, (B) publishing books in print that compete with those currently published by Xxxxxx Xxxxxxx, Inc. for distribution to school libraries, (C) publishing an annual general interest almanac for consumers, (D) publishing assessment test materials in print which are targeted to elementary and secondary school students who are in the telehealth industry lower fiftieth percentile of achievement, and which compete with the assessment test materials published by AGS and its Subsidiaries, or (E) publishing print periodicals and supplemental educational materials in print, in each case, sold on an annual subscription basis to teachers, schools, or school districts for in-school distribution to grades Kindergarten through 12, and which compete with those published by WRC and its Subsidiaries (any of the foregoing is hereinafter referred to as a "Competing Publication or Product Line"), (ii) solicit or hire any Company Employee (or any employee employed by any of the Companies as of the date hereof), except for Company Employees (or any employees employed by any of the Companies as of the date hereof) who (A) are fired or otherwise involuntarily terminated by Purchaser or any Company or (B) digital healthcarerespond to a general advertisement for employment, that, provided that in the case of clause (B), performs ) Seller shall not subsequently hire any such Company Employee (or plans to perform any employee employed by any of the services or manufactures or sells or plans to manufacture or sell any of the products planned, provided or offered by the Company or any of its subsidiaries or any products or services designed to perform the same function or achieve the same results as the products or services planned, provided or offered by the Company or any of its subsidiaries or performs or plans to perform any other services and/or engages or plans to engage in the development, production, manufacture, distribution or sale of any product similar to any planned or actual services performed or products developed, produced, manufactured, distributed or sold by the Company or any of its subsidiaries during the term of Executive’s employment with the Company and its affiliates, including, without limitation, any business activity that directly or indirectly provides the research, development, manufacture, marketing, selling or servicing of systems facilitating consumer communications with professional service providers in the digital healthcare field; provided that Prohibited Activities shall not mean Executive’s investment in securities of a publicly-traded company (or a non-publicly traded entity through a passive investment) equal to less than five percent (5%) of such company’s outstanding voting securities. Executive agrees that the covenants contained in this Section 12(b) are reasonable and desirable to protect the Confidential Information and Company Intellectual Property of the Company and its affiliates. Any reference to plans or planned activity in this paragraph shall be limited to plans or planned activities that are based upon material demonstrable actions. Following Executive’s cessation of employment, the prohibitions in this paragraph shall be limited to activities and planned activities (including locations) Companies as of the date hereof) if such Company Employee (or any employee employed by any of Executive’s termination the Companies as of employmentthe date hereof) is other than a secretarial or administrative level employee unless such Company Employee (or any employee employed by any of the Companies as of the date hereof) is fired or otherwise involuntarily terminated by Purchaser or any Company and (iii) disclose or furnish to any other Person any confidential information relating to the Companies which Seller or its subsidiaries possess as of the Closing other than (A) as required by law or legal process or (B) if such information is generally available to the public prior to the Closing or thereafter (except as a result of a disclosure in violation of this clause (iii)).

Covenant Not to Compete. To protect During the Confidential Information, Company Intellectual Property and other trade secrets of Executive’s employment with the Company and its affiliates, and in specific consideration for a cash payment of $1,000, Executive agrees, to during the maximum extent permitted by applicable law, not to become involved with any entity that directly or indirectly engages in Prohibited Activities Restricted Period (as defined below) ), the Executive shall not, directly or indirectly, enter into the employment of, render services to, or acquire any interest whatsoever in (whether for his own account as an individual proprietor, or as a partner, associate, stockholder, officer, director, consultant, trustee or otherwise), or otherwise assist, any person or entity engaged in any country operations in which North America involving the transmission of radio entertainment programming, the production of radio entertainment programming, the syndication of radio entertainment programming, the promotion of radio entertainment programming or the marketing of radio entertainment programming, in each case, in competition with the Company (each, a “Competitive Activity”); provided that nothing in this Agreement shall prevent the purchase or ownership by the Executive by way of investment of less than five (5) percent of the shares or equity interest of any corporation or other entity. Without limiting the generality of the foregoing, the Executive agrees that during the Restricted Period, the Executive shall not call on or otherwise solicit business or assist others to solicit business from any of its affiliates conducts such business, the customers of the Company as to any product or plans to conduct such business during service described above that competes with any product or service provided or marketed by the Employment Term, during Company on the period commencing with date of the Employment Term and ending twelve (12) months after Executive’s cessation termination of employment with the Company for during the Term (as such Term may be extended in accordance with Section 6(f)(v) of this Agreement) (the “Milestone Date”). The Executive agrees that during the Restricted Period he will not solicit or assist others to solicit the employment of or hire any reasonemployee of the Company without the prior written consent of the Company. For purposes of this Agreement, the “Restricted Period” shall mean the period of one year following the Milestone Date. For purposes of this Agreement, the term “Prohibited Activitiesradio” means directly shall mean terrestrial radio, satellite radio, HD radio, internet radio and other audio delivered terrestrially, by satellite, HD or indirectly owning any interest inthe internet (which audio is not coupled with moving visual elements, managingsuch as television, participating movies, or other moving visual images delivered via the internet or otherwise). Notwithstanding anything to the contrary in (whether as an employeethis Section 8, director, officer, consultant, partner, member, manager, representative it shall not be a violation of this Section 8 for the Executive to join a division or agent), consulting business line of a commercial enterprise with multiple divisions or rendering services to any entity (including, without limitation, Doctor On Demand, MDLive, Teladoc, Epic Systems, Cerner business lines if such division or Zoom) business line is not engaged in (A) the telehealth industry or (B) digital healthcare, that, in the case of clause (B), performs or plans to perform any of the services or manufactures or sells or plans to manufacture or sell any of the products planned, provided or offered by the Company or any of its subsidiaries or any products or services designed to perform the same function or achieve the same results as the products or services planned, provided or offered by the Company or any of its subsidiaries or performs or plans to perform any other services and/or engages or plans to engage in the development, production, manufacture, distribution or sale of any product similar to any planned or actual services performed or products developed, produced, manufactured, distributed or sold by the Company or any of its subsidiaries during the term of Executive’s employment with the Company and its affiliates, including, without limitation, any business activity that directly or indirectly provides the research, development, manufacture, marketing, selling or servicing of systems facilitating consumer communications with professional service providers in the digital healthcare fielda Competitive Activity; provided that Prohibited Activities shall not mean Executive’s investment in securities of a publicly-traded company (or a the Executive performs services solely for such non-publicly traded entity through a passive investment) equal to less than five percent (5%) of such company’s outstanding voting securities. Executive agrees that the covenants contained in this Section 12(b) are reasonable and desirable to protect the Confidential Information and Company Intellectual Property of the Company and its affiliates. Any reference to plans competitive division or planned activity in this paragraph shall be limited to plans or planned activities that are based upon material demonstrable actions. Following Executive’s cessation of employment, the prohibitions in this paragraph shall be limited to activities and planned activities (including locations) as of the date of Executive’s termination of employmentbusiness line.

Covenant Not to Compete. To protect (a) Seller, for and on behalf of itself and its subsidiaries, agrees that, for a period of three years after the Confidential InformationClosing Date (or, Company Intellectual Property with respect to the Company's and other trade secrets the Subsidiary's Hall(r) Surgical large bone products being distributed under the Distribution Agreement, the longer of (i) three years after the Closing Date and (ii) two years after any termination of the Company and its affiliatesDistribution Agreement by either party thereto, and but in specific consideration for a cash payment of $1,000no event longer than five years after the Closing Date), Executive agreesthey shall not own, to the maximum extent permitted by applicable lawmanage, not to become involved with any entity that directly operate, control or indirectly engages in Prohibited Activities (as defined below) otherwise engage in any country in which the Company Competitive Business; provided, however, that nothing herein shall be construed to prevent Seller or any of its affiliates conducts such business, Affiliates from any of the following: (A) acquiring any Person engaged in any Competitive Business (other than any Person primarily engaged in a Competitive Business) or plans to conduct such business during the Employment Term, during the period commencing with the Employment Term and ending twelve (12) months after Executive’s cessation of employment with the Company for any reason. For the purposes of this Agreement, the term “Prohibited Activities” means directly or indirectly owning any interest inin any such Person and thereafter owning, managing, participating operating or controlling such Person or otherwise engaging in (whether as an employeeany business engaged in by such Person, director, officer, consultant, partner, member, manager, representative or agent), consulting with or rendering services to any entity (including, without limitation, Doctor On Demand, MDLive, Teladoc, Epic Systems, Cerner or Zoom) in (A) the telehealth industry or (B) digital healthcareowning, thatmanaging, in the case of clause (B), performs operating or plans to perform any of the services or manufactures or sells or plans to manufacture or sell any of the products planned, provided or offered by the Company controlling Xxxxxx or any of its subsidiaries or otherwise engaging in any products or services designed to perform the same function or achieve the same results as the products or services planned, provided or offered business currently engaged in by the Company Xxxxxx or any of its subsidiaries subsidiaries, other than the International Business and the Domestic Hall Surgical Business, (C) engaging in transactions pursuant to the Manufacturing Agreement, the Transition Distribution and Services Agreement or performs or plans the Distribution Agreement, (D) owning up to perform any other services and/or engages or plans to engage in the development, production, manufacture, distribution or sale of any product similar to any planned or actual services performed or products developed, produced, manufactured, distributed or sold by the Company or any of its subsidiaries during the term of Executive’s employment with the Company and its affiliates, including, without limitation, any business activity that directly or indirectly provides the research, development, manufacture, marketing, selling or servicing of systems facilitating consumer communications with professional service providers in the digital healthcare field; provided that Prohibited Activities shall not mean Executive’s investment in securities of a publicly-traded company (or a non-publicly traded entity through a passive investment) equal to less than five percent (5%) of such company’s outstanding the voting securitiesequity securities or any non-voting equity or debt securities of any Person whose securities are publicly traded on a national securities exchange or in the over-the-counter market (it being understood, however, that this Agreement shall not prohibit or in any way be deemed to be inconsistent with the ownership or exercise by Seller of the Warrant or the Warrant Shares (as defined in the Warrant)) or (E) manufacturing or selling the current MicroMill(r) branded products (capital equipment and related disposables) and upgrades and improvements of MicroMill(r) branded products. Executive agrees Notwithstanding anything to the contrary contained herein, to the extent that the covenants contained in this Section 12(b) are reasonable Company discontinues manufacturing and desirable to protect selling any product being distributed under the Confidential Information and Company Intellectual Property of the Company Distribution Agreement that otherwise would be restricted hereunder, Seller and its affiliates. Any reference subsidiaries shall no longer be restricted in any manner under this Agreement with respect to plans or planned activity in this paragraph shall be limited to plans or planned activities that are based upon material demonstrable actions. Following Executive’s cessation of employment, the prohibitions in this paragraph shall be limited to activities and planned activities (including locations) as of the date of Executive’s termination of employmentsuch product.

Covenant Not to Compete. To protect In consideration for the Confidential Informationpayments provided for in Section 10(a) above, Company Intellectual Property and other trade secrets Executive hereby agrees that, without the Company's prior written consent, effective as of the date of this Agreement, for so long as Executive is employed by the Company or one of its Subsidiaries (and its affiliatesany successors in interest therein), and in specific consideration for a cash payment period of $1,000one (1) year thereafter (the "Noncompete Period"), Executive agrees, to the maximum extent permitted by applicable law, shall not to become involved with any entity that directly or indirectly engages indirectly, either as principal, manager, agent consultant, officer, stockholder, partner, investor, lender, employee or in Prohibited Activities any other capacity, engage in or have any financial interest in any Competitive Business (as hereinafter defined) in the Territory (as defined belowherein) and in a capacity identical to or similar to the capacity in which Executive worked at the Company. Nothing in this Section 10(b) shall be construed so as to preclude Executive from investing in any country in which publicly or privately held company, provided that Executive's beneficial ownership of any class of such company's securities does not exceed 2% of the Company or any outstanding securities of its affiliates conducts such business, or plans to conduct such business during the Employment Term, during the period commencing with the Employment Term and ending twelve (12) months after Executive’s cessation of employment with the Company for any reasonclass. For the purposes of this Agreement, a "Competitive Business" is any corporation, partnership, or any other business or firm that principally engages in the term “Prohibited Activities” means business of, and competes directly with, any of the businesses owned or indirectly owning operated by the Company, its Subsidiaries or affiliates (including any interest inparent company) and any successors thereto (the "Restricted Group") in the sale, managingrepresentation or marketing of computer programs, participating in or any related services, for the collection and/or dissemination of sales and/or marketing information for pharmaceutical manufacturers, over-the-counter (whether as an employee, director, officer, consultant, partner, member, manager, representative "OTC") pharmaceutical manufacturers or agent), consulting manufacturers of biotech or vaccine products (with or rendering services to any entity (said Competitive Businesses including, without limitation, Doctor On Demand, MDLive, Teladoc, Epic Siebel Systems, Cerner or Zoom) in Inc., Dendrite International, Inc., Aurum Software (A) the telehealth industry or (B) digital healthcare, that, in the case of clause (Ba Baan Company), performs or plans Epsilon, Phoenix Marketing, X. Xxxxxx & Company, C3i-Inc. and their affiliates and successors thereto). The "Territory" shall be defined to perform any be the following geographic areas: City of Atlanta, the services or manufactures or sells or plans to manufacture or sell any counties of Clayton, Cobb, Coweta, Dekalb, Douglas, Fayette, Forsyth, Fulton, Gwinnett and Xxxxx, Georgia and the products plannedcounties of Bergen, provided or offered by Morris, Ocean, and Passaic, New Jersey. Executive acknowledges that the Company or any of conducts its subsidiaries or any products or business within the Territory, that Executive will perform services designed to perform the same function or achieve the same results as the products or services planned, provided or offered by the Company or any of its subsidiaries or performs or plans to perform any other services and/or engages or plans to engage in the development, production, manufacture, distribution or sale of any product similar to any planned or actual services performed or products developed, produced, manufactured, distributed or sold by the Company or any of its subsidiaries during the term of Executive’s employment with the Company for and its affiliates, including, without limitation, any business activity that directly or indirectly provides the research, development, manufacture, marketing, selling or servicing of systems facilitating consumer communications with professional service providers in the digital healthcare field; provided that Prohibited Activities shall not mean Executive’s investment in securities of a publicly-traded company (or a non-publicly traded entity through a passive investment) equal to less than five percent (5%) of such company’s outstanding voting securities. Executive agrees that the covenants contained in this Section 12(b) are reasonable and desirable to protect the Confidential Information and Company Intellectual Property on behalf of the Company within the Territory, and its affiliates. Any reference that this Section (and the Territory) is a reasonable limitation on Executive's ability to plans or planned activity in this paragraph shall be limited to plans or planned activities that are based upon material demonstrable actions. Following Executive’s cessation of employment, compete with the prohibitions in this paragraph shall be limited to activities and planned activities (including locations) as of the date of Executive’s termination of employmentCompany.

Covenant Not to Compete. To protect the Confidential Information, Company Intellectual Property and other trade secrets of the Company Seller and its affiliatesAffiliates hereby covenant and agree with Buyer and its Affiliates that, and in specific consideration for a cash payment of $1,000, Executive agrees, to during the maximum extent permitted by applicable law, not to become involved with any entity that directly or indirectly engages in Prohibited Activities Non-Compete Period (as such term is defined below) and within the Non-Compete Area (as such term is defined below), they shall not directly or indirectly, (a) acquire, lease, manage, consult for, serve as agent or subcontractor for, finance, invest in, own any part of or exercise management control over any in-patient psychiatric facility or business that provides services that are the same or similar to the services provided by any of the Facilities (a “Competing Business”); (b) solicit for employment or employ any person who is employed by the Group Companies as of the Closing Date or any Acquired Employee (other than general media advertisements of employment opportunities), or (c) disrupt or attempt to disrupt any past, present or reasonably foreseeable future relationship, contractual or otherwise between the Facilities, on the one hand, and any physician, physician group, or other healthcare provider with whom any Group Company contracts with in connection with the Facilities or make statements to the same that disparage Buyer and its Affiliates or their respective operations in any country in which way. The “Non-Compete Period” shall commence on the Company Closing Date and terminate on the third anniversary of the Closing Date. The “Non-Compete Area” shall mean the area within a fifty (50) mile radius of each Facility, including any satellite locations thereof. Ownership of less than three percent (3%) of the stock of a publicly held company shall not be deemed a breach of this covenant. Notwithstanding the foregoing, the foregoing restrictions shall not preclude Seller, Parent or any of its affiliates conducts their Affiliates from (A) acquiring, by asset or stock purchase, merger or otherwise, any entity or multiple facilities from an entity which engages in a Competing Business (the “Acquired Competing Business”), so long as (x) such business, or plans to conduct such business during the Employment Term, during the period commencing with the Employment Term and ending acquisition is consummated not less than twelve (12) months after Executive’s cessation following the Closing Date and (y) provided the gross revenue attributable to such Acquired Competing Business derived within the Non-Compete Area for the twelve (12) month period immediately preceding the date of employment with the Company acquisition of such Acquired Competing Business comprises less than twenty-five percent (25%) of the gross revenue attributable to all businesses included in the Acquired Competing Business for any reason. For the purposes twelve (12) month period immediately preceding the date of this Agreement, the term “Prohibited Activities” means directly or indirectly owning any interest in, managing, participating in (whether as an employee, director, officer, consultant, partner, member, manager, representative or agent), consulting with or rendering services to any entity (including, without limitation, Doctor On Demand, MDLive, Teladoc, Epic Systems, Cerner or Zoom) in (A) the telehealth industry acquisition of such Acquired Competing Business or (B) digital healthcarebeing acquired by asset or stock purchase, thatmerger or otherwise, by any unaffiliated entity which engages in the case of clause (B), performs or plans to perform any of the services or manufactures or sells or plans to manufacture or sell any of the products planned, provided or offered by the Company or any of its subsidiaries or any products or services designed to perform the same function or achieve the same results as the products or services planned, provided or offered by the Company or any of its subsidiaries or performs or plans to perform any other services and/or engages or plans to engage in the development, production, manufacture, distribution or sale of any product similar to any planned or actual services performed or products developed, produced, manufactured, distributed or sold by the Company or any of its subsidiaries during the term of Executive’s employment with the Company and its affiliates, including, without limitation, any business activity that directly or indirectly provides the research, development, manufacture, marketing, selling or servicing of systems facilitating consumer communications with professional service providers in the digital healthcare field; provided that Prohibited Activities shall not mean Executive’s investment in securities of a publicly-traded company (or a non-publicly traded entity through a passive investment) equal to less than five percent (5%) of such company’s outstanding voting securities. Executive agrees that the covenants contained in this Section 12(b) are reasonable and desirable to protect the Confidential Information and Company Intellectual Property of the Company and its affiliates. Any reference to plans or planned activity in this paragraph shall be limited to plans or planned activities that are based upon material demonstrable actions. Following Executive’s cessation of employment, the prohibitions in this paragraph shall be limited to activities and planned activities (including locations) as of the date of Executive’s termination of employmentCompeting Business.

Covenant Not to Compete. To protect (a) Shareholder agrees that, for a period of three (3) years from the Confidential Information, Company Intellectual Property and other trade secrets Effective Time of the Company and its affiliates, and in specific consideration for a cash payment of $1,000, Executive agrees, to the maximum extent permitted by applicable law, not to become involved with any entity that directly or indirectly engages in Prohibited Activities Merger (as defined belowin the Reorganization Agreement) in any country in which and for so long thereafter as he is employed by or serves as a consultant to Finisar (the Company or any of its affiliates conducts such business"Noncompetition Period"), or plans to conduct such business during the Employment Termhe will not, during the period commencing with the Employment Term and ending twelve (12) months after Executive’s cessation of employment with the Company for any reason. For the purposes of this Agreement, the term “Prohibited Activities” means directly or indirectly owning any interest inindirectly, managing, participating in (whether individually or as an employeeowner, partner, shareholder, joint venturer, corporate officer, director, officeremployee, consultant, partnerprincipal, memberagent, managertrustee or licensor, representative or agentin any other similar capacity whatsoever of or for any person, firm, partnership, company or corporation (other than Finisar), consulting with (a) own, manage, operate, sell, control or rendering services to any entity (including, without limitation, Doctor On Demand, MDLive, Teladoc, Epic Systems, Cerner or Zoom) in (A) the telehealth industry or (B) digital healthcare, that, participate in the case ownership, management, operation, sales or control of clause (Bi) any business that competes with the Business of Sensors, as currently being conducted or as then being conducted (whether through stand-alone products or broader products that include equivalent functionality), performs or plans to perform any of the services or manufactures or sells or plans to manufacture or sell any of the products planned, provided or offered by the Company or any of its subsidiaries or any products or services designed to perform the same function or achieve the same results as the products or services planned, provided or offered by the Company or any of its subsidiaries or performs or plans to perform any other services and/or engages or plans to engage in the development, production, manufacture, distribution or sale of any product similar to any planned or actual services performed or products developed, produced, manufactured, distributed or sold by the Company or any of its subsidiaries during the term of Executive’s employment with the Company and its affiliates, including, without limitation, (ii) any business activity that directly or indirectly provides engaged in the research, development, manufacturedesign, marketing, selling sales, manufacture or servicing licensing of systems facilitating consumer communications products that are substantially similar to or competitive with professional service providers any products of Sensors (whether through stand-alone products or broader products that include equivalent functionality); (b) accept employment with a customer of Sensors with the intent or purpose of depriving Sensors of business performed by Sensors by transferring such business to a department, division or affiliate of the customer or to a third party; or (c) request or advise any of the customers, suppliers or other business contacts of Sensors with which Shareholder had contact while employed by Sensors to withdraw, curtail, cancel or not increase their business with Sensors. Notwithstanding the foregoing, (i) Shareholder may be employed by an entity which engages in the digital healthcare field; such activities provided that Prohibited Activities shall Shareholder is employed by and performs all of his services exclusively for a division or other business unit of such entity that is not mean Executive’s investment engaged in securities of a publicly-traded company any such activities and (or a non-publicly traded entity through ii) Shareholder is permitted to own as a passive investment) equal investor up to less than a five percent (5%) interest in any publicly traded entity. Shareholder agrees to notify Finisar of such company’s outstanding voting securities. Executive agrees that each employment or consulting position he accepts during the covenants contained in this Section 12(b) are reasonable Noncompetition Period (including the name and desirable to protect the Confidential Information and Company Intellectual Property address of the Company hiring party) and its affiliates. Any reference to plans or planned activity will, upon request by Finisar, describe in this paragraph shall be limited to plans or planned activities that are based upon material demonstrable actions. Following Executive’s cessation reasonable detail the nature of employment, the prohibitions his duties in this paragraph shall be limited to activities and planned activities (including locations) as of the date of Executive’s termination of employmenteach such position.

Covenant Not to Compete. To protect the Confidential Information, Company Intellectual Property B/G and other trade secrets each of the Company and Partners agree ----------------------- that until the expiration of a period of two (2) years commencing on the date hereof, neither it nor any of its affiliatesaffiliates will engage, and in specific consideration for a cash payment of $1,000, Executive agrees, to the maximum extent permitted by applicable law, not to become involved with any entity that directly or indirectly indirectly, as a partner, co-venturer, stockholder, or other equity investor, in any venture, enterprise, consortium, corporation or organization which engages in, as one of its principal businesses, building, owning, or operating a telecommunications network in Prohibited Activities the Territory (as defined below) or providing telecommunications services in any country the Territory (a "Competing Business"), without the prior consent of ICT, provided, however, that nothing contained in which the Company or this -------- ------- Agreement shall prohibit any of its affiliates conducts such business, them from (i) owning or plans to conduct such business during the Employment Term, during the period commencing with the Employment Term and ending twelve (12) months after Executive’s cessation of employment with the Company for any reason. For the purposes of this Agreement, the term “Prohibited Activities” means directly or indirectly owning any interest in, managing, participating in (whether as an employee, director, officer, consultant, partner, member, manager, representative or agent), consulting with or rendering services to any entity (including, without limitation, Doctor On Demand, MDLive, Teladoc, Epic Systems, Cerner or Zoom) in (A) the telehealth industry or (B) digital healthcare, that, investing in the case of clause (B), performs stock or plans to perform any of the services or manufactures or sells or plans to manufacture or sell any of the products planned, provided or offered by the Company or any of its subsidiaries or any products or services designed to perform the same function or achieve the same results as the products or services planned, provided or offered by the Company or any of its subsidiaries or performs or plans to perform any other services and/or engages or plans to engage in the development, production, manufacture, distribution or sale securities of any product similar to any planned such Competing Business so long as such ownership or actual services performed or products developed, produced, manufactured, distributed or sold by the Company or any of its subsidiaries during the term of Executive’s employment with the Company and its affiliates, including, without limitation, any business activity that directly or indirectly provides the research, development, manufacture, marketing, selling or servicing of systems facilitating consumer communications with professional service providers in the digital healthcare field; provided that Prohibited Activities investment shall not mean Executive’s investment in securities of a publicly-traded company (or a non-publicly traded entity through a passive investment) equal to constitute less than five percent (5%) of the outstanding capital stock of any such company’s outstanding voting securitiesCompeting Business and so long as none of them is represented on the board of, or has an active role in the business activities of, or strategic planning for, such Competing Business; (ii) engaging in television and radio programming and broadcasting activities in the Territory; or (iii) directly or indirectly providing telecommunications (including telephony) services to or for facilities located in the Territory owned or operated by any one or more accounts served by any such Competing Business, so long as the provision by such Competing Business of such services to or for any such account in the Territory is incidental to the overall business relationship between the Competing Business and such account. Executive agrees As used in the preceding sentence, the provision of telecommunications services to an account by a Competing Business in the Territory shall be deemed incidental to the overall business relationship between the Competing Business and such account (A) if the Competing Business shall provide or contract to provide telecommunications services to such accounts both within and outside the Territory and (B) if (as represented by the account to the Competing Business) the total expenses incurred by the account (and its affiliates) to all providers for telecommunication services allocable to locations within the Territory during the period commencing one (1) year prior to the date on which the Competing Business first provided such service to the account in the Territory ("Base Year") constitute less than twenty percent (20%) of the total telecommunications expenses incurred by the account (and its affiliates) to all providers with respect to all facilities owned or operated by the account (and its affiliates) within the United Kingdom during the Base Year. However, if the account shall not provide to the Competing Business (after due inquiry by the Competing Business) the information described in the preceding sentence, the provision of such service by a Competing Business in the Territory shall be deemed incidental to the overall business relationship between the Competing Business and such account (A) if the Competing Business shall provide or contract to provide telecommunications services to such accounts both within and outside the Territory and (B) if the Competing Business reasonably concludes in good faith, based on available information relating to facilities and operations of the account (and its affiliates) in the United Kingdom, that the covenants estimated total expenses incurred by the account (and its affiliates) to all providers for telecommunication services allocable to locations within the Territory during the Base Year constitutes less than twenty percent (20%) of the total estimated telecommunications expense incurred by the account (and its affiliates) to all providers with respect to all facilities owned or operated by the account (and its affiliates) within the United Kingdom during the Base Year. Notwithstanding anything to the contrary contained in this Section 12(b) are reasonable Agreement, B/G and desirable to protect the Confidential Information and Company Intellectual Property each of the Company and its affiliates. Any reference Partners agree that until two (2) years from the date hereof, neither they nor any of their affiliates will provide, directly or indirectly, any support or services directly to plans any venture, enterprise, consortium, corporation or planned activity organization which are directly related to or in this paragraph furtherance of the efforts of such venture, enterprise, consortium, corporation or organization to obtain a license to engage in a Competing Business within the Territory other than as permitted in any of (i) through (iii) above; provided that none of them shall be limited restricted from providing support or services (i) directly to plans or planned activities that are based upon material demonstrable actions. Following Executive’s cessation of employment, the prohibitions in this paragraph shall be limited to activities and planned activities (including locations) as any of the date investors or participants in such ventures, enterprises, consortia, corporation or organizations for a purpose unrelated thereto or (ii) which are not directly related to or in furtherance of Executive’s termination efforts to obtain such a license and not otherwise prohibited by the terms of employmentthis Agreement.

Covenant Not to Compete. To protect During the Confidential Information, Company Intellectual Property and other trade secrets of Executive’s employment with the Company and its affiliates, and in specific consideration for a cash payment of $1,000, Executive agrees, to during the maximum extent permitted by applicable law, not to become involved with any entity that directly or indirectly engages in Prohibited Activities Restricted Period (as defined below), the Executive shall not, directly or indirectly, enter into the employment of, render services to, or acquire any interest whatsoever in (whether for her own account as an individual proprietor, or as a partner, associate, stockholder, officer, director, consultant, trustee or otherwise), or otherwise assist, any person or entity engaged in the distribution, transmission, production or streaming of radio programming or any activity that directly competes with the business of the Company, including but not limited to podcasting, telematics and audio advertising sales and technology (each, a “Competitive Activity”); provided that nothing in this Agreement shall prevent the purchase or ownership by the Executive by way of investment of less than five (5) in percent of the shares or equity interest of any country in which corporation or other entity. Without limiting the generality of the foregoing, the Executive agrees that during the Restricted Period, the Executive shall not call on or otherwise solicit business or assist others to solicit business from any of the customers of the Company or any of its affiliates conducts such business, as to any product or plans to conduct such business during service that competes with any product or service provided or marketed by the Employment Term, during Company or its affiliates on the period commencing with date of the Employment Term and ending twelve (12) months after Executive’s cessation termination of employment with the Company for during the Term (the “Milestone Date”); provided, that general solicitations that are not specifically targeted to current, former or prospective customers of the Company with respect to such products or services, and which products or services have not been identified by the Executive using Confidential Information, shall not be deemed to be a breach of the immediately preceding sentence. The Executive agrees that during the Restricted Period she will not solicit or assist others to solicit the employment of or hire any reasonemployee of Holdings, the Company, or their subsidiaries or Liberty Media Corporation without the prior written consent of the Company. For purposes of this Agreement, the “Restricted Period” shall mean a period of one (1) year following the Milestone Date. For purposes of this Agreement, the term “Prohibited Activitiesradio” means directly shall be defined broadly and shall include any and all forms and mediums of audio distribution now existing or indirectly owning any interest in, managing, participating in (whether as an employee, director, officer, consultant, partner, member, manager, representative or agent), consulting with or rendering services to any entity (including, without limitation, Doctor On Demand, MDLive, Teladoc, Epic Systems, Cerner or Zoom) in (A) the telehealth industry or (B) digital healthcare, that, in the case of clause (B), performs or plans to perform any of the services or manufactures or sells or plans to manufacture or sell any of the products planned, provided or offered by the Company or any of its subsidiaries or any products or services designed to perform the same function or achieve the same results as the products or services planned, provided or offered by the Company or any of its subsidiaries or performs or plans to perform any other services and/or engages or plans to engage in the development, production, manufacture, distribution or sale of any product similar to any planned or actual services performed or products hereafter developed, producedincluding terrestrial radio, manufacturedstreaming audio services, distributed or sold by the Company or any of its subsidiaries during the term of Executive’s employment with the Company podcasting and its affiliates, including, without limitation, any business activity that directly or indirectly provides the research, development, manufacture, marketing, selling or servicing of systems facilitating consumer communications with professional service providers in the digital healthcare field; provided that Prohibited Activities shall not mean Executive’s investment in securities of a publiclyon-traded company (or a non-publicly traded entity through a passive investment) equal to less than five percent (5%) of such company’s outstanding voting securities. Executive agrees that the covenants contained in this Section 12(b) are reasonable and desirable to protect the Confidential Information and Company Intellectual Property of the Company and its affiliates. Any reference to plans or planned activity in this paragraph shall be limited to plans or planned activities that are based upon material demonstrable actions. Following Executive’s cessation of employment, the prohibitions in this paragraph shall be limited to activities and planned activities (including locations) as of the date of Executive’s termination of employmentdemand audio services.

Covenant Not to Compete. To protect From and after the Confidential InformationPrimary Closing Date until three (3) years from the Primary Closing Date, Company Intellectual Property Seller shall not, and shall not permit any of its affiliates (other than persons deemed to control Global Crossing Limited) to (i) own, manage, operate, control, support, financially or otherwise (e.g., by providing consulting services to, or lending a service or trade secrets xxxx to), or participate in the ownership, management, operation or control of, any business (a “Competing Business”) that provides or is directly competing with Buyer to provide voice, local and data products to the customers of Buyer existing as of the Company date hereof and the SBG customers existing as of the Final Closing Date (collectively, the “Noncompete Customers”) in North America, (ii) induce or seek to induce any Noncompete Customer to terminate or materially and adversely change its business relationship with Buyer, (iii) supply customer lists of the Noncompete Customers or other similar information to any third party agent or (iv) provide products or services to any Noncompete Customers obtained through third party agents of Seller or any of its affiliates; provided, however, that (A) the foregoing clauses (i) and in specific consideration for a cash payment of $1,000, Executive agrees, (ii) (except to the maximum extent permitted by applicable law, Noncompete Customers are no longer customers of Buyer) shall not to become involved with any entity that directly or indirectly engages in Prohibited Activities (as defined below) in any country in which the Company prohibit Seller or any of its affiliates conducts such business, from providing the products and services in the manner set forth in the Ancillary Agreements or plans to conduct such business during the Employment Term, during the period commencing with the Employment Term providing products and ending twelve (12) months after Executive’s cessation of employment with the Company for any reason. For the purposes of this Agreement, the term “Prohibited Activities” means directly or indirectly owning any interest in, managing, participating in (whether as an employee, director, officer, consultant, partner, member, manager, representative or agent), consulting with or rendering services to any entity (includingperson as a wholesaler of telecommunications products and services, without limitationsuch as the type of products and services provided under the Carrier Services Agreement, Doctor On Demandor maintaining and continuing the current businesses of Seller and its affiliates other than SBG, MDLive, Teladoc, Epic Systems, Cerner or Zoom) in (A) the telehealth industry or (B) digital healthcare, that, in the case of clause foregoing clauses (Bi), performs or plans to perform any of the services or manufactures or sells or plans to manufacture or sell any of the products planned(ii), provided or offered by the Company (iii) and (iv) shall not prohibit Seller or any of its subsidiaries or any products or services designed to perform the same function or achieve the same results as the products or services planned, provided or offered by the Company or any of its subsidiaries or performs or plans to perform any other services and/or engages or plans to engage in the development, production, manufacture, distribution or sale of any product similar to any planned or actual services performed or products developed, produced, manufactured, distributed or sold by the Company or any of its subsidiaries during the term of Executive’s employment with the Company and its affiliates, including, without limitation, any business activity that directly or indirectly provides the research, development, manufacture, marketing, selling or servicing of systems facilitating consumer communications with professional service providers in the digital healthcare field; provided that Prohibited Activities shall not mean Executive’s affiliates from owning for passive investment in securities of a publicly-traded company (or a non-publicly traded entity through a passive investment) equal to purposes less than five percent (5%) of such company’s the outstanding voting securities. Executive agrees equity of a person engaged in a Competing Business, or from owning the outstanding equity of a person that the covenants contained in this Section 12(b) are reasonable and desirable to protect the Confidential Information and Company Intellectual Property of the Company and its affiliates. Any reference to plans or planned activity in this paragraph shall be limited to plans or planned activities that are based upon material demonstrable actions. Following Executive’s cessation of employment, the prohibitions in this paragraph shall be limited to activities and planned activities (including locations) is currently held as of the date of Executive’s termination this Agreement (whether or not such person is engaged in a Competing Business), provided that such person is not controlled by or under common control with Seller or any of employmentits affiliates, (C) the foregoing clauses (i),(ii) (only to the extent such actions are taken in connection with ordinary course competition) and (iv) above shall not prohibit any Seller Successor or its affiliates from engaging in a Competing Business or taking any of such actions, or (D) the foregoing clauses (i), (ii) (except to the extent Noncompete Customers are no longer customers of Buyer) and (iv) above shall not prohibit Seller or any of its affiliates from acquiring (including by way of merger, consolidation, business combination, sale of stock or assets or any similar transaction) a person that engages in a Competing Business or is taking any of such actions if (1) the primary purpose of any such transaction is not the acquisition of a Competing Business and (2) such Competing Business either accounts for 25% or less of the total annual revenues generated by such acquired entity in its most recent fiscal year or is divested within one year from the date it is acquired. For purposes of this Agreement, “Seller Successor” means Seller or any of its parent entities following the occurrence of any one of the following: (i) a change in the ownership or control of Seller or any of its parent entities effected through a transaction or series of transactions (including by way of merger, consolidation, business combination, sale of stock or similar transaction involving Seller or any of its parent entities) whereby any “person” or related “group” of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934) (other than Seller or any of its parent entities, or a person that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common control with, Seller) directly or indirectly acquires beneficial ownership of more than 50% of the total combined voting power of the outstanding capital stock of Seller or any of its parent entities, in either case immediately after such transaction or series of transactions; or (ii) the sale, lease, transfer, conveyance or other disposition in one or a series of related transactions, of all or substantially all of the assets of Seller or any of its parent entities, to an unaffiliated person. Seller acknowledges that the remedy at Law for breaches of this Section 9.7 shall be inadequate and that, in addition to any other remedy Buyer may have, it shall be entitled to an injunction restraining any breach or threatened breach, without any bond or other security being required. If any court determines that any part of this Section 9.7 is unenforceable in any respect, then such court may reduce the scope or duration of this Section 9.7 to the extent necessary so that Section 9.7 is enforceable, and this Section 9.7, as so modified, shall then be enforced.

Covenant Not to Compete. To protect (a) For a period of five (5) years from and after the Confidential InformationClosing Date, neither Xx. Xxxx, the Company Intellectual Property and other trade secrets nor any Person under the Control (as defined in (b) below) of the Company and its affiliatesshall, and directly or indirectly: (i) engage in specific consideration for a cash payment the manufacture, assembly, design, distribution or marketing of $1,000, Executive agrees, any product substantially similar to the maximum extent permitted by applicable law, not to become involved or in competition with any entity that directly or indirectly engages in Prohibited Activities (as defined below) in product which at any country in which the Company or any of its affiliates conducts such business, or plans to conduct such business during the Employment Term, time during the period commencing with of twelve months prior to the Employment Term and ending twelve (12) months after Executive’s cessation of employment with the Company for any reason. For the purposes date of this AgreementAgreement has been manufactured, the term “Prohibited Activities” means directly sold or indirectly owning any interest in, managing, participating in (whether as an employee, director, officer, consultant, partner, member, manager, representative or agent), consulting with or rendering services to any entity (including, without limitation, Doctor On Demand, MDLive, Teladoc, Epic Systems, Cerner or Zoom) in (A) the telehealth industry or (B) digital healthcare, that, in the case of clause (B), performs or plans to perform any of the services or manufactures or sells or plans to manufacture or sell any of the products planned, provided or offered distributed by the Company or any product which the Company was developing during such period for future manufacture, sale or distribution or in the provision of its subsidiaries any service substantially similar to or in competition with any products or services designed to perform the same function or achieve the same results as the products or services planned, provided or service offered by the Company at any time during the period of twelve months prior to the date of this Agreement or any of its subsidiaries or performs or plans to perform any other services and/or engages or plans to engage in the development, production, manufacture, distribution or sale of any product similar to any planned or actual services performed or products developed, produced, manufactured, distributed or sold by which the Company was developing during such period; (ii) be or become a stockholder, partner, owner, officer, director or employee or agent of, or a consultant to or give financial or other assistance to, any of its subsidiaries during the term of Executive’s employment Person considering engaging in any such activities or so engaged; (iii) seek in competition with the Company and its affiliates, including, without limitation, Business to procure orders from or do business with any customer of the Company; or (iv) seek to contract with or engage (in such a way as to adversely affect or interfere with the business activity that directly or indirectly provides the research, development, manufacture, marketing, selling or servicing of systems facilitating consumer communications with professional service providers in the digital healthcare field; provided that Prohibited Activities shall not mean Executive’s investment in securities of a publicly-traded company (or a non-publicly traded entity through a passive investment) equal to less than five percent (5%) of such company’s outstanding voting securities. Executive agrees that the covenants contained in this Section 12(b) are reasonable and desirable to protect the Confidential Information and Company Intellectual Property of the Company and its affiliates. Any reference to plans or planned activity in this paragraph shall be limited to plans or planned activities that are based upon material demonstrable actions. Following Executive’s cessation of employment, the prohibitions in this paragraph shall be limited to activities and planned activities (including locations) as carried on as of the date of Executive’s termination this Agreement) any Person who has been contracted with or engaged to manufacture, assemble, supply or deliver products, goods, materials or services to the Company; provided, however, that nothing herein shall prohibit the Company and Persons under Control of employmentthe Company from owning, as passive investors, in the aggregate not more than 5% of the outstanding publicly traded stock of any corporation so engaged. Purchaser acknowledges that any and all business activities and products which are conducted or manufactured, sold or distributed by Nupro Industries Corporation (d/b/a the Neatsfoot Oil Refineries Corp.), or Advanced Technologies, LLC, or which those entities plan to conduct or manufacture, sell or distribute, as of the Closing Date, in each case, only to the extent set forth on Section 5.6 of the Disclosure Schedule, shall not be subject to the covenants and agreements set forth in this Section 5.6.

Covenant Not to Compete. To protect In consideration for the Confidential Informationpayments provided for in Section 5(a) above, Company Intellectual Property and other trade secrets you hereby agree that, without the Company's prior written consent, effective as of the date of this Agreement, for so long as you are employed by the Company or one of its Subsidiaries (and its affiliatesany successors in interest therein), and in specific consideration for a cash payment period of $1,000two (2) years thereafter (the "Noncompete Period"), Executive agrees, to the maximum extent permitted by applicable law, you shall not to become involved with any entity that directly or indirectly engages indirectly, either as principal, manager, agent consultant, officer, stockholder, partner, investor, lender, employee or in Prohibited Activities any other capacity, engage in or have any financial interest in any Competitive Business (as hereinafter defined) in the Territory (as defined belowherein) and in a capacity identical to or similar to the capacity in which you worked at the Company. Nothing in this Section 5(b) shall be construed so as to preclude you from investing in any country in which publicly or privately held company, provided that your beneficial ownership of any class of such company's securities does not exceed 2% of the Company or any outstanding securities of its affiliates conducts such business, or plans to conduct such business during the Employment Term, during the period commencing with the Employment Term and ending twelve (12) months after Executive’s cessation of employment with the Company for any reasonclass. For the purposes of this Agreement, a "Competitive Business" is any corporation, partnership, or any other business or firm that principally engages in the term “Prohibited Activities” means business of, and competes directly with, any of the businesses owned or indirectly owning operated by the Company, its Subsidiaries or affiliates (including any interest inparent company) and any successors thereto (the "Restricted Group") in the sale, managingrepresentation or marketing of computer programs, participating in or any related services, for the collection and/or dissemination of sales and/or marketing information for pharmaceutical manufacturers, over-the-counter (whether as an employee, director, officer, consultant, partner, member, manager, representative "OTC") pharmaceutical manufacturers or agent), consulting manufacturers of biotech or vaccine products (with or rendering services to any entity (said Competitive Businesses including, without limitation, Doctor On Demand, MDLive, Teladoc, Epic Siebel Systems, Cerner or Zoom) in Inc., Dendrite International, Inc., Aurum Software (A) the telehealth industry or (B) digital healthcare, that, in the case of clause (Ba Baan Company), performs or plans Epsilon, Phoenix Marketing, X. Xxxxxx & Company, C3i-Inc. and their affiliates and successors thereto). The "Territory" shall be defined to perform any be the following geographic areas: City of Atlanta, the services or manufactures or sells or plans to manufacture or sell any counties of Clayton, Cobb, Coweta, Dekalb, Douglas, Fayette, Forsyth, Fulton, Gwinnett and Xxxxx, Georgia and the products plannedcounties of Bergen, provided or offered by Morris, Ocean, and Passaic, New Jersey. You acknowledge that the Company or any of conducts its subsidiaries or any products or business within the Territory, that you will perform services designed to perform the same function or achieve the same results as the products or services planned, provided or offered by the Company or any of its subsidiaries or performs or plans to perform any other services and/or engages or plans to engage in the development, production, manufacture, distribution or sale of any product similar to any planned or actual services performed or products developed, produced, manufactured, distributed or sold by the Company or any of its subsidiaries during the term of Executive’s employment with the Company for and its affiliates, including, without limitation, any business activity that directly or indirectly provides the research, development, manufacture, marketing, selling or servicing of systems facilitating consumer communications with professional service providers in the digital healthcare field; provided that Prohibited Activities shall not mean Executive’s investment in securities of a publicly-traded company (or a non-publicly traded entity through a passive investment) equal to less than five percent (5%) of such company’s outstanding voting securities. Executive agrees that the covenants contained in this Section 12(b) are reasonable and desirable to protect the Confidential Information and Company Intellectual Property on behalf of the Company within the Territory, and its affiliates. Any reference that this Section (and the Territory) is a reasonable limitation on Executive's ability to plans or planned activity in this paragraph shall be limited to plans or planned activities that are based upon material demonstrable actions. Following Executive’s cessation of employment, compete with the prohibitions in this paragraph shall be limited to activities and planned activities (including locations) as of the date of Executive’s termination of employmentCompany.

Covenant Not to Compete. To protect For a period of two (2) years from and after the Confidential InformationClosing Date, Company Intellectual Property and none of Seller, Parent or their respective Affiliates under Parent's control will engage directly or indirectly, or invest in, own, manage, operate, finance, control, or guarantee the obligations of any Person engaged, in the distribution of human generic pharmaceutical products or Home Medical Equipment manufactured by other trade secrets non-Affiliated Persons which compete with the Products of the Company and its affiliates, and in specific consideration for a cash payment Business as conducted as of $1,000, Executive agrees, or during the twelve-month period prior to the maximum extent permitted by applicable law, not to become involved with any entity that directly or indirectly engages in Prohibited Activities (as defined below) Closing Date in any country geographic area in which the Company Business conducts its business as of the Closing Date; provided, however, that, subject to the provisions of this Section 6(d), it shall not be a violation of this Section 6(d) for Seller or Parent or any of its affiliates conducts controlled Affiliates to (i) own any equity securities (or securities convertible into equity securities) of any Person which invests in, manages or operates a business that competes with the Business, in each case provided that such equity securities (or securities convertible into equity securities) represent less than 5% of the outstanding capital stock of such Person and are publicly traded or listed in any securities exchange or automated quotation system, or (ii) acquire all or a majority of the stock or assets of any Person that has a business which has 5% or less of its net income or net sales (or both) in a business competing with the Business; provided, however, to the extent that Seller and/or Parent acquires such a business, or plans Parent and/or Seller shall use their reasonable best efforts to conduct dispose of the portion of such business during the Employment Term, during the period commencing that competes with the Employment Term and ending twelve Business within one year from such acquisition, and, provided, further, that Seller and/or Parent shall, prior to disposing of such competing portion of the acquired business, provide Buyer the first thirty (1230) months after Executive’s cessation of employment with days within which to make a bona fide offer to purchase the Company for any reason. For the purposes of this Agreementsame, the term “Prohibited Activities” means directly which Seller and/or Parent shall be free to accept or indirectly owning any interest inreject in their sole discretion, managing, participating in (whether as an employee, director, officer, consultant, partner, member, manager, representative or agent), consulting with or rendering services to any entity (including, without limitation, Doctor On Demand, MDLive, Teladoc, Epic Systems, Cerner or Zoom) in (A) the telehealth industry or (Biii) digital healthcaremarket, thatdistribute, in the case of clause sell, provide or otherwise transfer (B)except directly to pharmacies and similar retail outlets) any active pharmaceutical ingredients, performs any finished antibiotic, antibacterial or plans to perform any of the services or manufactures or sells or plans to manufacture or sell any of the fermentation-based pharmaceutical products planned, provided or offered containing active pharmaceutical ingredients manufactured by the Company Parent or any of its subsidiaries Affiliates or any products or services designed to perform the same function or achieve the same results as the products or services planned, provided or offered finished pharmaceutical product manufactured by the Company Parent or any of its subsidiaries Affiliates (including products manufactured for Parent or performs an Affiliate under a toll or plans exclusive manufacturing arrangement); or (iv) market, distribute, sell, provide or otherwise transfer any finished pharmaceutical sold under the "Kxxxxx" or other tradename primarily used for branded pharmaceutical products. If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 6(d) is invalid or unenforceable, the Parties agree that the court making the determination of invalidity or unenforceability shall have the power to perform any other services and/or engages reduce the scope, duration, or plans to engage in the development, production, manufacture, distribution or sale area of any product similar to any planned or actual services performed or products developed, produced, manufactured, distributed or sold by the Company or any of its subsidiaries during the term of Executive’s employment or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the Company and its affiliates, including, without limitation, any business activity that directly or indirectly provides the research, development, manufacture, marketing, selling or servicing of systems facilitating consumer communications with professional service providers in the digital healthcare field; provided that Prohibited Activities shall not mean Executive’s investment in securities of a publicly-traded company (or a non-publicly traded entity through a passive investment) equal to less than five percent (5%) of such company’s outstanding voting securities. Executive agrees that the covenants contained in this Section 12(b) are reasonable and desirable to protect the Confidential Information and Company Intellectual Property intention of the Company invalid or unenforceable term or provision, and its affiliates. Any reference to plans or planned activity in this paragraph Agreement shall be limited to plans or planned activities that are based upon material demonstrable actions. Following Executive’s cessation of employment, enforceable as so modified after the prohibitions in this paragraph shall be limited to activities and planned activities (including locations) as expiration of the date of Executive’s termination of employmenttime within which the judgment may be appealed.

Covenant Not to Compete. To protect During the Confidential Information, Company Intellectual Property and other trade secrets of Executive’s employment with the Company and its affiliates, and in specific consideration for a cash payment of $1,000, Executive agrees, to during the maximum extent permitted by applicable law, not to become involved with any entity that directly or indirectly engages in Prohibited Activities Restricted Period (as defined below), the Executive shall not, directly or indirectly, enter into the employment of, render services to, or acquire any interest whatsoever in (whether for her own account as an individual proprietor, or as a partner, associate, stockholder, officer, director, consultant, trustee or otherwise), or otherwise assist, any person or entity engaged in the distribution, transmission, production or streaming of radio programming or any activity that directly competes with the business of the Company, including but not limited to podcasting, telematics and audio advertising sales and technology (each, a “Competitive Activity”); provided that nothing in this Agreement shall prevent the purchase or ownership by the Executive by way of investment of less than five (5) in percent of the shares or equity interest of any country in which corporation or other entity. Without limiting the generality of the foregoing, the Executive agrees that during the Restricted Period, the Executive shall not call on or otherwise solicit business or assist others to solicit business from any of the customers of the Company or any of its affiliates conducts such business, as to any product or plans to conduct such business during service that competes with any product or service provided or marketed by the Employment Term, during Company or its affiliates on the period commencing with date of the Employment Term and ending twelve (12) months after Executive’s cessation termination of employment with the Company for during the Term (as such Term may be extended in accordance with Section 6(e)(vi)) (the “Milestone Date”); provided, that general solicitations that are not specifically targeted to current, former or prospective customers of the Company with respect to such products or services, and which products or services have not been identified by the Executive using Confidential Information, shall not be deemed to be a breach of the immediately preceding sentence. The Executive agrees that during the Restricted Period she will not solicit or assist others to solicit the employment of or hire any reasonemployee of Holdings, the Company, or their subsidiaries or Liberty Media Corporation without the prior written consent of the Company. For purposes of this Agreement, the “Restricted Period” shall mean a period of one (1) year following the Milestone Date; provided, however, that if (i) the Company has made an offer to renew this Agreement in accordance with Section 6(e)(vi), (ii) the Executive does not accept such offer, and (iii) the Executive’s employment terminates at the end of the Term, then there shall be no Restricted Period and the provisions of this Section 8 shall be of no further force and effect. For purposes of this Agreement, the term “Prohibited Activitiesradio” means directly shall be defined broadly and shall include any and all forms and mediums of audio distribution now existing or indirectly owning any interest in, managing, participating in (whether as an employee, director, officer, consultant, partner, member, manager, representative or agent), consulting with or rendering services to any entity (including, without limitation, Doctor On Demand, MDLive, Teladoc, Epic Systems, Cerner or Zoom) in (A) the telehealth industry or (B) digital healthcare, that, in the case of clause (B), performs or plans to perform any of the services or manufactures or sells or plans to manufacture or sell any of the products planned, provided or offered by the Company or any of its subsidiaries or any products or services designed to perform the same function or achieve the same results as the products or services planned, provided or offered by the Company or any of its subsidiaries or performs or plans to perform any other services and/or engages or plans to engage in the development, production, manufacture, distribution or sale of any product similar to any planned or actual services performed or products hereafter developed, producedincluding terrestrial radio, manufacturedstreaming audio services, distributed or sold by the Company or any of its subsidiaries during the term of Executive’s employment with the Company podcasting and its affiliates, including, without limitation, any business activity that directly or indirectly provides the research, development, manufacture, marketing, selling or servicing of systems facilitating consumer communications with professional service providers in the digital healthcare field; provided that Prohibited Activities shall not mean Executive’s investment in securities of a publiclyon-traded company (or a non-publicly traded entity through a passive investment) equal to less than five percent (5%) of such company’s outstanding voting securities. Executive agrees that the covenants contained in this Section 12(b) are reasonable and desirable to protect the Confidential Information and Company Intellectual Property of the Company and its affiliates. Any reference to plans or planned activity in this paragraph shall be limited to plans or planned activities that are based upon material demonstrable actions. Following Executive’s cessation of employment, the prohibitions in this paragraph shall be limited to activities and planned activities (including locations) as of the date of Executive’s termination of employmentdemand audio services.

Covenant Not to Compete. To protect (a) Seller, for and on behalf of itself and its subsidiaries, agrees that, for a period of three years after the Confidential InformationClosing Date (or, Company Intellectual Property with respect to the Company's and other trade secrets the Subsidiary's Hall(R) Surgical large bone products being distributed under the Distribution Agreement, the longer of (i) three years after the Closing Date and (ii) two years after any termination of the Company and its affiliatesDistribution Agreement by either party thereto, and but in specific consideration for a cash payment of $1,000no event longer than five years after the Closing Date), Executive agreesthey shall not own, to the maximum extent permitted by applicable lawmanage, not to become involved with any entity that directly operate, control or indirectly engages in Prohibited Activities (as defined below) otherwise engage in any country in which the Company Competitive Business; provided, however, that nothing herein shall be construed to prevent Seller or any of its affiliates conducts such business, Affiliates from any of the following: (A) acquiring any Person engaged in any Competitive Business (other than any Person primarily engaged in a Competitive Business) or plans to conduct such business during the Employment Term, during the period commencing with the Employment Term and ending twelve (12) months after Executive’s cessation of employment with the Company for any reason. For the purposes of this Agreement, the term “Prohibited Activities” means directly or indirectly owning any interest inin any such Person and thereafter owning, managing, participating operating or controlling such Person or otherwise engaging in (whether as an employeeany business engaged in by such Person, director, officer, consultant, partner, member, manager, representative or agent), consulting with or rendering services to any entity (including, without limitation, Doctor On Demand, MDLive, Teladoc, Epic Systems, Cerner or Zoom) in (A) the telehealth industry or (B) digital healthcareowning, thatmanaging, in the case of clause (B), performs operating or plans to perform any of the services or manufactures or sells or plans to manufacture or sell any of the products planned, provided or offered by the Company controlling Zimmer or any of its subsidiaries or otherwise engaging in any products or services designed to perform the same function or achieve the same results as the products or services planned, provided or offered business currently engaged in by the Company Zimmer or any of its subsidiaries subsidiaries, other than the International Business and the Domestic Hall(R) Surgical Business, (C) engaging in transactions pursuant to the Manufacturing Agreement, the Transition Distribution and Services Agreement or performs or plans the Distribution Agreement, (D) owning up to perform any other services and/or engages or plans to engage in the development, production, manufacture, distribution or sale of any product similar to any planned or actual services performed or products developed, produced, manufactured, distributed or sold by the Company or any of its subsidiaries during the term of Executive’s employment with the Company and its affiliates, including, without limitation, any business activity that directly or indirectly provides the research, development, manufacture, marketing, selling or servicing of systems facilitating consumer communications with professional service providers in the digital healthcare field; provided that Prohibited Activities shall not mean Executive’s investment in securities of a publicly-traded company (or a non-publicly traded entity through a passive investment) equal to less than five percent (5%) of such company’s outstanding the voting securitiesequity securities or any non-voting equity or debt securities of any Person whose securities are publicly traded on a national securities exchange or in the over-the-counter market (it being understood, however, that this Agreement shall not prohibit or in any way be deemed to be inconsistent with the ownership or exercise by Seller of the Warrant or the Warrant Shares (as defined in the Warrant)) or (E) manufacturing or selling the current MicroMill(R) branded products (capital equipment and related disposables), upgrades and improvements of MicroMill(R) branded products and any acetabular reamers. Executive agrees Notwithstanding anything to the contrary contained herein, (i) to the extent that the covenants contained Company discontinues manufacturing and selling any product being distributed under the Distribution Agreement that otherwise would be restricted hereunder, Seller and its subsidiaries shall no longer be restricted in any manner under this Agreement with respect to such product and (ii) to the extent that Seller and its subsidiaries are restricted under this Section 12(b5.5(a) are reasonable from engaging in any Competitive Business with respect to the Company's and desirable to protect the Confidential Information and Company Intellectual Property Subsidiary's Hall(R) Surgical large bone products at any time after the third anniversary of the Company Closing Date, Seller and its affiliatessubsidiaries shall only be so restricted from engaging in any such Competitive Business in the geographic areas in which Zimmer or any of its Affiliates are then distributing the Company's or the Subsidiary's Hall(R) surgical large bone products under the Distribution Agreement and shall not be restricted or in any way prohibited from engaging in any such Competitive Business in any other geographic areas after such third anniversary. Any reference to plans or planned activity in this paragraph shall be limited to plans or planned activities that are based upon material demonstrable actions. Following Executive’s cessation of employment, the prohibitions in this paragraph shall be limited to activities and planned activities (including locations) as of the date of Executive’s termination of employment.EXHIBIT G

Covenant Not to Compete. To protect During the Confidential Information, Company Intellectual Property and other trade secrets of Executive’s employment with the Company and its affiliates, and in specific consideration for a cash payment of $1,000, Executive agrees, to during the maximum extent permitted by applicable law, not to become involved with any entity that directly or indirectly engages in Prohibited Activities Restricted Period (as defined below) ), the Executive shall not, directly or indirectly, enter into the employment of, render services to, or acquire any interest whatsoever in (whether for his own account as an individual proprietor, or as a partner, associate, stockholder, officer, director, consultant, trustee or otherwise), or otherwise assist, any person or entity engaged in any country operations in which North America involving the production, creation, syndication, transmission, scheduling, distribution, promotion and/or marketing of radio entertainment programming (which, for purposes of this Agreement, shall be deemed to include, without limitation, podcasting and all music, sports, talk and news radio entertainment programming) or the business of telematics, in each case, in competition with the Company (each, a “Competitive Activity”); provided that nothing in this Agreement shall prevent the purchase or ownership by the Executive by way of investment of less than five (5) percent of the shares or equity interest of any corporation or other entity. Without limiting the generality of the foregoing, the Executive agrees that during the Restricted Period, the Executive shall not call on or otherwise solicit business or assist others to solicit business from any of the customers of the Company or any of its affiliates conducts such business, as to any product or plans to conduct such business during service described above that competes with any product or service provided or marketed by the Employment Term, during Company or its affiliates on the period commencing with date of the Employment Term and ending twelve (12) months after Executive’s cessation termination of employment with the Company for (the “Milestone Date”); provided, that general solicitations that are not specifically targeted to current, former or prospective customers of the Company with respect to such products or services, and which products or services have not been identified by the Executive using Confidential Information, shall not be deemed to be a breach of the immediately preceding sentence. The Executive agrees that during the Restricted Period he will not solicit or assist others to solicit the employment of or hire any reasonemployee of Holdings, the Company, or their subsidiaries or Liberty Media Corporation without the prior written consent of the Company. For purposes of this Agreement, the “Restricted Period” shall mean a period of one (1) year following the Milestone Date. For purposes of this Agreement, the term “Prohibited Activitiesradio entertainment programming” shall mean terrestrial radio, satellite radio, podcasting, HD radio, internet radio and other audio delivered by any means directly or indirectly owning any interest inmedia, managingincluding without limitation terrestrially or by cable, participating in satellite, HD or the internet (whether which audio may be coupled with a secondary video component, such as an employeeoffered on a non-primary basis by the services owned or operated by Spotify, directorApple Music, officerSoundCloud, consultant, partner, member, manager, representative or agent), consulting with or rendering services to any entity (including, without limitation, Doctor On Demand, MDLive, Teladoc, Epic Systems, Cerner or Zoom) in (A) the telehealth industry or (B) digital healthcare, that, Tidal and/or other entities that may in the case of clause (Bfuture provide similar services), performs . “Radio entertainment programming” shall not include any programming that is primarily video or plans to perform any of the services or manufactures or sells or plans to manufacture or sell any of the products planned, provided or offered by the Company or any of its subsidiaries or any products or services designed to perform be consumed as video, such as television, movies, the same function service offered on the Effective Date by YouTube, or achieve other moving visual images delivered by any means or media. Notwithstanding anything to the same results as contrary in this Section 8, it shall not be a violation of this Section 8 for the products Executive to join a division or services planned, provided business line of a commercial enterprise with multiple divisions or offered by the Company business lines if such division or any of its subsidiaries or performs or plans to perform any other services and/or engages or plans to engage business line is not engaged in the development, production, manufacture, distribution or sale of any product similar to any planned or actual services performed or products developed, produced, manufactured, distributed or sold by the Company or any of its subsidiaries during the term of Executive’s employment with the Company and its affiliates, including, without limitation, any business activity that directly or indirectly provides the research, development, manufacture, marketing, selling or servicing of systems facilitating consumer communications with professional service providers in the digital healthcare fielda Competitive Activity; provided that Prohibited Activities shall not mean the Executive performs services solely for such non-competitive division or business line. The Executive’s investment in securities of a publicly-traded company (or a non-publicly traded entity through a passive investment) equal to less than five percent (5%) of such company’s outstanding voting securities. Executive agrees that the covenants contained in obligations under this Section 12(b) 8 during the Restricted Period are reasonable expressly conditioned upon, and desirable to protect the Confidential Information and Company Intellectual Property of the Company and its affiliates. Any reference to plans or planned activity in this paragraph shall be limited to plans or planned activities that are based upon material demonstrable actions. Following Executive’s cessation of employmentsubject to, the prohibitions in this paragraph shall be limited to activities and planned activities (including locations) as of the date of ExecutiveCompany’s termination of employmentcompliance with its applicable payment obligations, if any, under Section 6.

Covenant Not to Compete. To protect Shareholders agree that, unless acting with the Confidential Informationprior written consent of Buyer, Company Intellectual Property they will not, directly or indirectly: (a) for a period of two (2) years after the Closing Date, within 100 miles of any office location for which Shareholders have management responsibility, or for a period of one (1) year after the Closing Date and other trade secrets within 100 miles of a location in which there is any office or facility of the Company and its affiliatesBuyer: (i) without the prior written approval of Buyer, and which approval may be granted or denied in specific consideration the sole discretion of the Buyer, directly or indirectly, own, manage, operate, control, be employed by, consult with, participate in, or be connected in any manner with the ownership, management, operation or control of any business which engages, directly or indirectly, in the document imaging, document management or business process consulting services in competition with the Buyer's business as conducted on the date hereof; (ii) be or become a stockholder, partner, owner, officer, director or employee or agent of, or a consultant to or give financial or other assistance to, any person or entity considering engaging in any such activities or so engaged; (iii) seek in competition with the business of Buyer to procure orders from or do business with any customer of Buyer for which Buyer has provided services in the preceding twelve (12) months; (iv) solicit, or contact with a cash payment of $1,000, Executive agrees, view to the maximum extent permitted by applicable lawengagement or employment by, not any person or entity of any person who is an employee or contractor of Buyer; (v) seek to become involved contract with or engage (in such a way as to adversely affect or interfere with the business of Buyer) any person or entity that directly who has been contracted with or indirectly engages engaged to manufacture, assemble, supply or deliver products, goods, materials or services to Buyer; (vi) engage in Prohibited Activities (as defined below) or participate in any country in which effort or act to induce any of the Company customers, associates, consultants or employees of Buyer or any of its affiliates conducts to take any action which is materially disadvantageous to Buyer or any of its affiliates; provided, however, that nothing herein shall prohibit the Shareholders and their affiliates from owning as passive investors, in the aggregate not more than 5% of the outstanding publicly traded stock of any corporation so engaged; and (b) for a period of two (2) years after the Closing Date, in any manner contact, induce, solicit or influence any client of the Business or of Buyer or any of its affiliates to cause such business, or plans client to conduct such business during the Employment Term, during the period commencing terminate its relationship with the Employment Term Business and/or Buyer. In the event that the provisions of this Section 9.2 should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum permitted by applicable law. Shareholders and ending twelve (12) months after Executive’s cessation Seller specifically acknowledge and agree that the foregoing restrictions are reasonable and necessary to protect the legitimate interests of employment with Buyer, that Buyer would not have entered into this Agreement in the Company absence of such restrictions, that any violation of such restrictions will result in irreparable injury to Buyer, that the remedy at law for any reason. For breach of the purposes of this Agreementforegoing restrictions will be inadequate, the term “Prohibited Activities” means directly or indirectly owning any interest in, managing, participating in (whether as an employee, director, officer, consultant, partner, member, manager, representative or agent), consulting with or rendering services to any entity (including, without limitation, Doctor On Demand, MDLive, Teladoc, Epic Systems, Cerner or Zoom) in (A) the telehealth industry or (B) digital healthcare, and that, in the case event of clause (B)any such breach, performs or plans Buyer, in addition to perform any of the services or manufactures or sells or plans to manufacture or sell any of the products planned, provided or offered by the Company or any of its subsidiaries or any products or services designed to perform the same function or achieve the same results as the products or services planned, provided or offered by the Company or any of its subsidiaries or performs or plans to perform any other services and/or engages or plans relief available to engage in it, shall be entitled to temporary injunctive relief before trial from any court of competent jurisdiction as a matter of course and to permanent injunctive relief without the developmentnecessity of quantifying actual damages. (c) If Buyer shall fail to pay Seller any amount required to be paid by Buyer hereunder and such failure shall be continuing for 90 days after written notice from Seller to Buyer, production, manufacture, distribution or sale of any product similar to any planned or actual services performed or products developed, produced, manufactured, distributed or sold by Seller shall be released from the Company or any of its subsidiaries during the term of Executive’s employment with the Company and its affiliates, including, without limitation, any business activity that directly or indirectly provides the research, development, manufacture, marketing, selling or servicing of systems facilitating consumer communications with professional service providers in the digital healthcare field; provided that Prohibited Activities shall not mean Executive’s investment in securities of a publicly-traded company (or a non-publicly traded entity through a passive investment) equal to less than five percent (5%) of such company’s outstanding voting securities. Executive agrees that the covenants contained competition provision set forth in this Section 12(b) are reasonable and desirable to protect 9.2; provided, however, that the Confidential Information and Company Intellectual Property exercise by Buyer of any right of set-off as provided in Section 10.6 hereof shall not release Seller from the Company and its affiliates. Any reference to plans or planned activity non-competition provision set forth in this paragraph shall be limited to plans or planned activities that are based upon material demonstrable actionsSection 9.2. Following Executive’s cessation of employment, the prohibitions in this paragraph shall be limited to activities and planned activities (including locations) as of the date of Executive’s termination of employment.9.3

Covenant Not to Compete. (i) The Company and its affiliates are currently engaged in the business of branded and generic pharmaceuticals, with a focus on product development, clinical development, manufacturing, distribution and sales & marketing. To protect the Confidential Information, Company Intellectual Property Information and other trade secrets of the Company and its affiliates as well as the goodwill and competitive business of the Company and its affiliates, and in specific consideration for a cash payment of $1,000, Executive agrees, to the maximum extent permitted by applicable law, not to become involved with any entity that directly or indirectly engages in Prohibited Activities (as defined below) in any country in which the Company or any of its affiliates conducts such business, or plans to conduct such business during the Employment Term, during the period commencing with the Employment Term and ending for a period of twelve (12) months after Executive’s 's cessation of employment with the Company for any reason. For Company, other than a cessation of employment occurring after a Change in Control (as defined in Executive’s 2020 Performance Award Agreement under the purposes Amended and Restated 2015 Stock Incentive Plan), that Executive will not, unless otherwise agreed to by the Chief Executive Officer of this AgreementEndo (following approval by the Chairman of the Committee), anywhere in the world where, at the time of Executive's termination of employment, the term “Prohibited Activities” means Company develops, manufactures, distributes, markets or sells its products, except in the course of Executive's employment hereunder, directly or indirectly owning any interest inmanage, managingoperate, participating in (whether as an employeecontrol, director, officer, consultant, partner, member, manager, representative or agent), consulting with or rendering services to any entity (including, without limitation, Doctor On Demand, MDLive, Teladoc, Epic Systems, Cerner or Zoom) in (A) the telehealth industry or (B) digital healthcare, that, participate in the case of clause (B)management, performs operation, or plans to perform control of, be employed by, associated with, or in any of the manner connected with, lend Executive's name to, or render services or manufactures advice to, any third party or sells any business whose products or plans to manufacture services compete in whole or sell any of in part with the products planned, provided or offered by services (both on the market and in development) material to the Company or any business unit on the termination date that constitutes more than 5% of its subsidiaries the Company's revenue on the termination date (a "Competing Business"); provided, however, that Executive may in any event (x) own up to a 5% passive ownership interest in any public or any products or services designed to perform private entity and (y) serve on the same function or achieve the same results as the products or services planned, provided or offered by the Company or any of its subsidiaries or performs or plans to perform any other services and/or engages or plans to engage in the development, production, manufacture, distribution or sale board of any product similar to any planned or actual services performed or products developed, produced, manufactured, distributed or sold by the Company or any of its subsidiaries during the term of Executive’s employment Competing Business that competes with the Company and its affiliates, including, without limitation, any business activity that directly or indirectly provides the research, development, manufacture, marketing, selling or servicing of systems facilitating consumer communications with professional service providers in the digital healthcare field; provided that Prohibited Activities shall not mean Executive’s investment in securities of a publicly-traded company (or a non-publicly traded entity through a passive investment) equal to less than five percent (5%) of such company’s outstanding voting securities. Executive agrees that the covenants contained in this Section 12(b) are reasonable and desirable to protect the Confidential Information and Company Intellectual Property of the Company and its affiliatesaffiliates as an immaterial part of its overall business, provided that Executive recuses himself fully and completely from all matters relating to such business; and provided, further, that the foregoing shall not preclude or limit Executive's activities with respect to the practice of law. Any reference Executive and the Company acknowledge and agree that, solely with respect to plans or planned activity in the practice of law, the foregoing noncompetition obligations shall not apply and this paragraph Agreement shall be limited to plans or planned activities that are based upon material demonstrable actions. Following Executive’s cessation of employment, the prohibitions construed in this paragraph shall be limited to activities and planned activities (including locations) as all respects consistent with Rule 5.6 of the date Pennsylvania Rules of Executive’s termination Professional Conduct and Rule 5.6 of employmentthe Delaware Lawyers' Rules of Professional Conduct.

Covenant Not to Compete. To protect the Confidential Information, Company Intellectual Property Executive covenants and other trade secrets of the Company and its affiliates, and in specific consideration for a cash payment of $1,000, Executive agrees, to the maximum extent permitted by applicable law, agrees that he will not to become involved with any entity that directly or indirectly engages in Prohibited Activities (as defined below) in any country in which the Company or any of its affiliates conducts such business, or plans to conduct such business during the Employment Term, during the Period and for a period commencing with the Employment Term and ending of twelve (12) months after Executive’s cessation following termination of employment with the Company for Employment Period directly or indirectly (whether as principal, agent, proprietor, shareholder, salesman, employee, consultant, independent contractor, officer, director, investor or otherwise) participate in the ownership, management, operation, or control of or have any reasoninterest of any nature whatsoever in any corporation, partnership, firm, or other business entity which is engaged in or which proposes to engage in an activity constituting the providing of Banking Services (as herein defined) within the Territory (as defined in the next sentence). For the purposes of this Agreement, the term “Prohibited Activities” means directly "Territory" shall mean any area designated by Bank or indirectly owning any interest Successor Company as being within the market area of the institution for purposes of compliance with the Community Reinvestment Act, as amended, and all regulations implemented pursuant thereto, as of the date of the termination of Executive's employment. For purposes of this Agreement, each of the following shall constitute a "Banking Service": The acceptance of federally-insured deposit accounts, the providing of trust services, the providing of safe deposit box services, the providing of commercial, installment, personal, or mortgage loan services, the sale of mutual funds, the operation of an in-premises or free-standing automated teller machine, managingcash machine, participating or other mechanical device providing Banking Services (other than point-of sale machines utilized in (whether processing credit sale transactions for goods or services sold in the facility housing such machine or machines), the sale or promotion of insurance products, the sale or promotion of mutual fund products, or the sale or promotion of securities; the providing of services, as an employee, director, officer, consultant, partnerindependent contractor, memberor otherwise, manager, representative or agent), consulting with or rendering services to any Financial Institution, which shall include, but not be limited to, federal or state chartered or private banks, savings banks, or savings and loans associations, consumer discount companies, mortgage banking companies, federal or state chartered credit unions, federal or state chartered private trust companies, secured dual-key or dual-controlled deposit or storage facilities, or any other entity providing Banking Services. Notwithstanding the foregoing, the provisions of this Section 14(b) shall not apply following termination of the Employment Period in the event that the Employment Period is terminated by reason of: (includingi) an election by the Bank not to renew this Agreement pursuant to Section 6 above, (ii) an election by the Bank to terminate the Employment Period without limitationcause pursuant to Section 9 above, Doctor On Demand, MDLive, Teladoc, Epic Systems, Cerner or Zoom) in (A) the telehealth industry or (Biii) digital healthcare, that, in an election by Executive to terminate the case of clause (B), performs or plans Employment Period for Good Reason pursuant to perform any of the services or manufactures or sells or plans to manufacture or sell any of the products planned, provided or offered by the Company or any of its subsidiaries or any products or services designed to perform the same function or achieve the same results as the products or services planned, provided or offered by the Company or any of its subsidiaries or performs or plans to perform any other services and/or engages or plans to engage in the development, production, manufacture, distribution or sale of any product similar to any planned or actual services performed or products developed, produced, manufactured, distributed or sold by the Company or any of its subsidiaries during the term of Executive’s employment with the Company and its affiliates, including, without limitation, any business activity that directly or indirectly provides the research, development, manufacture, marketing, selling or servicing of systems facilitating consumer communications with professional service providers in the digital healthcare field; provided that Prohibited Activities shall not mean Executive’s investment in securities of a publicly-traded company (or a non-publicly traded entity through a passive investment) equal to less than five percent (5%) of such company’s outstanding voting securities. Executive agrees that the covenants contained in this Section 12(b) are reasonable and desirable to protect the Confidential Information and Company Intellectual Property of the Company and its affiliates. Any reference to plans or planned activity in this paragraph shall be limited to plans or planned activities that are based upon material demonstrable actions. Following Executive’s cessation of employment, the prohibitions in this paragraph shall be limited to activities and planned activities (including locations) as of the date of Executive’s termination of employment11 above.