Common use of Non-Competition; Non-Solicitation; No Hire Clause in Contracts

Non-Competition; Non-Solicitation; No Hire. (a) Seller hereby agrees that Seller shall not, and shall cause its Subsidiaries not to, for a period of two years after the Closing Date, engage in, control or manage any business that engages in the Business (whether utilizing the Sprint Platform or any other platform). Nothing herein shall prohibit Seller and its Subsidiaries from (i) being a passive owner of not more than 5% of the outstanding stock of any class of an entity which is publicly traded, so long as such Person has no active participation in the business of such corporation, (ii) engaging in any business activities (other than the Business) that were conducted by Seller and its Subsidiaries immediately prior to the Closing Date or the one year period preceding the Closing Date in the ordinary course and in accordance with its past practices, (iii) acquiring an ownership interest in any Person; provided, however, that if 10% or more of the gross revenues of such Person are attributable to a Business, Seller shall, or shall cause its Subsidiaries to, divest such Business within 12 months of such acquisition or (iv) providing any Seller Service the primary purpose of which is for the collection of payments by a United States customer from outside of the United States, but which may include the incidental or occasional collection and transmission of US dollar payments within the United States for such customer. (b) Seller hereby agrees that Seller shall not, and shall cause its Subsidiaries not to, for a period of one year after the Closing Date, (i) solicit any Affected Employee to leave the employ of the Companies or (ii) hire any Affected Employee. Notwithstanding anything in this Agreement to the contrary, the foregoing shall not be deemed breached by and shall not prevent Seller and its Subsidiaries from, (A) undertaking general solicitations of employment not specifically targeted at any of the foregoing employees or (B) soliciting or hiring any of the foregoing employees from and after the date that is six months following the termination of employment of any such employee by the Companies. (c) The foregoing clauses (a) and (b) shall terminate and be of no further force or effect, (i) with respect to any business or Subsidiary of Seller that is disposed of to a Person or Persons who are not controlled by Seller or (ii) with respect to Seller and its Subsidiaries if Seller is involved in a Business Combination. “Business Combination” means any transaction or series of transactions (A) pursuant to which any Person or group of Persons acquires beneficial ownership of 50% or more of the outstanding voting power of Seller or 50% or all or substantially all of the assets of Seller and its Subsidiaries on a consolidated basis or (B) in the form of a merger, reorganization, combination or other structure, as a result of which, the stockholders of Seller immediately prior to such transaction beneficially own less than 50% of the surviving or resulting Person from such transaction.

Non-Competition; Non-Solicitation; No Hire. Executive acknowledges that the Company will provide Executive with access to its Confidential Information (as defined below). In consideration for the rights provided to Executive as set forth in this Agreement and the Company’s provision of Confidential Information to Executive, the Company and Executive agree to the following provisions against unfair competition, which Executive acknowledges represent a fair balance of the Company’s rights to protect its business and Executive’s right to pursue employment: (a) Seller hereby agrees that Seller Executive shall not, and shall cause its Subsidiaries not toat any time during the Restriction Period, for a period of two years after the Closing Date, directly or indirectly engage in, control have any equity interest in or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, manager, security holder, consultant or otherwise) that engages in any business which competes with any part of any Material portion of the Business (whether utilizing as defined below) of the Sprint Platform or any other platform)Company. Nothing herein shall prohibit Seller and its Subsidiaries Executive from (i) being a passive owner of not more than 52% of the outstanding stock of equity interest in any class of an entity which that is publicly traded, so long as such Person Executive has no active participation in the business of such corporationentity. The parties acknowledge that retail outlet companies shall not be deemed competitive with the Company unless their primary business is selling products competitive with those of the Company. “Material” for purposes of this paragraph will be measured only at the time of Executive’s Date of Termination, provided that, if it is intended at such time for the Company to (i) acquire another entity, such target entity shall also be considered in the determination, or (ii) engaging in to enter into any other business, such other business activities (other than the Business) that were conducted by Seller and its Subsidiaries immediately prior to the Closing Date or the one year period preceding the Closing Date shall also be considered in the ordinary course and determination so long as the Company has taken any substantial steps in accordance with its past practices, (iii) acquiring an ownership interest in any Person; provided, however, that if 10% or more of the gross revenues furtherance of such Person are attributable to a Business, Seller shall, or shall cause its Subsidiaries to, divest such Business within 12 months of such acquisition or (iv) providing any Seller Service business during the primary purpose of which is for the collection of payments by a United States customer from outside of the United States, but which may include the incidental or occasional collection and transmission of US dollar payments within the United States for such customerTerm. (b) Seller hereby agrees that Seller Executive shall not, at any time during the Restriction Period, except in the good faith performance of his duties with the Company, directly or indirectly, recruit or otherwise solicit or induce any employee, customer or supplier of the Company (i) to terminate its employment or arrangement with the Company, or (ii) to otherwise change its relationship with the Company. Executive shall not, at any time during the Restriction Period, directly or indirectly, either for Executive or for any other person or entity, (x) solicit any employee of the Company to terminate his or her employment with the Company, (y) employ any such individual during his or her employment with the Company and shall cause its Subsidiaries not to, for a period of one year six months after such individual terminates his or her employment with the Closing Date, Company or (iz) solicit any Affected Employee to leave the employ vendor or business affiliate of the Companies or (ii) hire any Affected EmployeeCompany to cease to do business with the Company. Notwithstanding anything in this Agreement to the contrary, the The foregoing shall not be deemed breached violated by and shall not prevent Seller and its Subsidiaries from, (A) undertaking general solicitations of employment advertising not specifically targeted at the prohibited group or by providing upon request of an employee or a former employee a reference to any of entity with which Executive is not affiliated so long as Executive is not initially identifying the foregoing employees or (B) soliciting or hiring any of the foregoing employees from and after the date that is six months following the termination of employment of any such employee by the Companiesindividual to said entity. (c) The foregoing clauses Executive acknowledges and agrees that (ai) the Company’s Business competes on a global basis, (ii) Executive’s duties and responsibilities, access to Confidential Information, and/or access to client and/or customer relationships are not limited by or to any specific geographic location, (iii) the global nature of the non-compete and non-solicitation restrictions contained in this Section 5 and time limitations applicable thereto are reasonable and necessary to protect the Company’s legitimate business interests and Confidential Information, and (biv) the non-compete and non-solicitation restrictions contained in this Section 5 are sufficiently tailored and do not prevent Executive from working in the vitamins, minerals, and health supplements industry. In the event the terms of this Section 5 shall terminate and be determined by any court of no further force competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or effectover too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action. (d) As used in this Section 5, (i) with respect to any business or Subsidiary of Seller that is disposed of to a Person or Persons who are not controlled by Seller or the term “Company” shall include the Parent, the Company and the Parent’s direct and indirect subsidiaries and affiliates, (ii) with respect to Seller and its Subsidiaries if Seller is involved in a Business Combination. the term “Business CombinationBusiness” means any transaction or series of transactions (A) pursuant to which any Person or group of Persons acquires beneficial ownership of 50% or more shall mean the business of the outstanding voting power Company and shall include, without limitation, the manufacturing, marketing and/or retailing of Seller vitamins, minerals and health supplements throughout the world as such business may be expanded or 50% or all or substantially all altered by the Company during the Term, provided, that the term “Business” shall not include any business of the assets Company materially entered into after Executive’s termination of Seller employment so long as the Company has not taken any substantial steps in furtherance of such business during the Term; and its Subsidiaries (iii) the term “Restriction Period” shall mean the period beginning on a consolidated basis or the Start Date and ending on the date that is twelve (B12) in months following the form Date of a merger, reorganization, combination or other structure, as a result of which, the stockholders of Seller immediately prior to such transaction beneficially own less than 50% of the surviving or resulting Person from such transactionTermination.

Non-Competition; Non-Solicitation; No Hire. Executive acknowledges that the Company will provide Executive with access to its Confidential Information (as defined below). In consideration for the rights provided to Executive as set forth in this Agreement and the Company’s provision of Confidential Information to Executive, the Company and Executive agree to the following provisions against unfair competition, which Executive acknowledges represent a fair balance of the Company’s rights to protect its business and Executive’s right to pursue employment: (a) Seller hereby agrees that Seller Executive shall not, and shall cause its Subsidiaries not toat any time during the Restriction Period, for a period of two years after the Closing Date, directly or indirectly engage in, control have any equity interest in or manage or operate (whether as director, officer, employee, agent, representative, partner, manager, security holder, consultant or otherwise) any person, firm, corporation, partnership or business (“Competitor”) that engages in any business which competes with any part of any Material portion of the Business (whether utilizing as defined below) of the Sprint Platform or any other platform)Company. Nothing herein shall prohibit Seller and its Subsidiaries Executive from (i) being a passive owner of not more than 52% of the outstanding stock of equity interest in any class of an entity which that is publicly traded, so long as such Person Executive has no active participation in the business of such corporationentity. “Material” for purposes of this paragraph will be measured only at the time of Executive’s Date of Termination, provided that, if it is intended at such time for the Company to (i) acquire another entity, such target entity shall also be considered in the determination, or (ii) engaging to enter into any other business, such other business shall also be considered in the determination so long as the Company has taken any substantial steps in furtherance of such business activities (other than during the Business) that were conducted by Seller and its Subsidiaries immediately prior Term. Competitors include but are not limited to the Closing Date or companies set forth in Schedule I hereto and the one year period preceding the Closing Date in the ordinary course and in accordance with its past practices, (iii) acquiring an ownership interest in any Person; provided, however, that if 10% or more of the gross revenues respective affiliates of such Person are attributable to a Business, Seller shall, or shall cause its Subsidiaries to, divest such Business within 12 months of such acquisition or (iv) providing any Seller Service the primary purpose of which is for the collection of payments by a United States customer from outside of the United States, but which may include the incidental or occasional collection and transmission of US dollar payments within the United States for such customercompanies. (b) Seller hereby agrees that Seller Executive shall not, at any time during the Restriction Period, except in the good faith performance of his or her duties with the Company, directly or indirectly, recruit or otherwise solicit or induce any employee, customer or supplier of the Company (i) to terminate its employment or arrangement with the Company, or (ii) to otherwise change its relationship with the Company. Executive shall not, at any time during the Restriction Period, directly or indirectly, either for Executive or for any other person or entity, (x) solicit any employee of the Company to terminate his or her employment with the Company, (y) employ any such individual during his or her employment with the Company and shall cause its Subsidiaries not to, for a period of one year six (6) months after such individual terminates his or her employment with the Closing Date, Company or (iz) solicit any Affected Employee to leave the employ vendor or business affiliate of the Companies or (ii) hire any Affected EmployeeCompany to cease to do business with the Company. Notwithstanding anything in this Agreement to the contrary, the The foregoing shall not be deemed breached violated by and shall not prevent Seller and its Subsidiaries from, (A) undertaking general solicitations of employment advertising not specifically targeted at the prohibited group or by providing upon request of an employee or a former employee a reference to any of entity with which Executive is not affiliated so long as Executive is not initially identifying the foregoing employees or (B) soliciting or hiring any of the foregoing employees from and after the date that is six months following the termination of employment of any such employee by the Companiesindividual to said entity. (c) The foregoing clauses Executive acknowledges and agrees that (ai) the Company’s Business competes globally, (ii) Executive’s duties and responsibilities, access to Confidential Information, and/or access to client and/or customer relationships are not limited by or to any specific geographic location, (iii) the nature of the non-compete and non-solicitation restrictions contained in this Section 5 and time limitations applicable thereto are reasonable and necessary to protect the Company’s legitimate business interests and Confidential Information, and (biv) the non-compete and non-solicitation restrictions contained in this Section 5 are sufficiently tailored and do not prevent Executive from working in the electric-powered two-xxxxxxx industry. In the event the terms of this Section 5 shall terminate and be determined by any court of no further force competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or effectover too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action. (d) As used in this Section 5, (i) with respect to any business or Subsidiary of Seller that is disposed of to a Person or Persons who are not controlled by Seller or the term “Company” shall include the Company and its direct and indirect subsidiaries, (ii) with respect to Seller and its Subsidiaries if Seller is involved in a Business Combination. the term “Business CombinationBusiness” means any transaction or series of transactions (A) pursuant to which any Person or group of Persons acquires beneficial ownership of 50% or more shall mean the business of the outstanding voting Company and shall include, without limitation, (x) the development, production and/or sale of electric-powered two-wheelers and related hardware, including but not limited to battery packs that are used to power electric-powered two-wheelers, (y) the offering of Seller battery swapping subscription service to users of electric-powered two-wheelers and (z) the development, provision or 50% production of energy storage devices and equipment, in each case globally, as such business may be expanded or all or substantially all altered by the Company during the Term, provided, that the term “Business” shall not include any business of the assets Company materially entered into after Executive’s termination of Seller employment so long as the Company has not taken any substantial steps in furtherance of such business during the Term; and its Subsidiaries (iii) the term “Restriction Period” shall mean the period beginning on a consolidated basis or the Start Date and ending on the date that is twenty four (B24) in months following the form Date of a merger, reorganization, combination or other structure, as a result of which, the stockholders of Seller immediately prior to such transaction beneficially own less than 50% of the surviving or resulting Person from such transactionTermination.

Non-Competition; Non-Solicitation; No Hire. Executive acknowledges that the Company will provide Executive with access to its Confidential Information (as defined below). In consideration for the rights provided to Executive as set forth in this Agreement and the Company’s provision of Confidential Information to Executive, the Company and Executive agree to the following provisions against unfair competition, which Executive acknowledges represent a fair balance of the Company’s rights to protect its business and Executive’s right to pursue employment: (a) Seller hereby agrees that Seller Executive shall not, and shall cause its Subsidiaries not toat any time during the Restriction Period, for a period of two years after the Closing Date, directly or indirectly engage in, control have any equity interest in or manage or operate (whether as director, officer, employee, agent, representative, partner, manager, security holder, consultant or otherwise) any person, firm, corporation, partnership or business (“Competitor”) that engages in any business which competes with any part of any Material portion of the Business (whether utilizing as defined below) of the Sprint Platform or any other platform)Company. Nothing herein shall prohibit Seller and its Subsidiaries Executive from (i) being a passive owner of not more than 52% of the outstanding stock of equity interest in any class of an entity which that is publicly traded, so long as such Person Executive has no active participation in the business of such corporationentity. “Material” for purposes of this paragraph will be measured only at the time of Executive’s Date of Termination, provided that, if it is intended at such time for the Company to (i) acquire another entity, such target entity shall also be considered in the determination, or (ii) engaging to enter into any other business, such other business shall also be considered in the determination so long as the Company has taken any substantial steps in furtherance of such business activities (other than during the Business) that were conducted by Seller and its Subsidiaries immediately prior Term. Competitors include but are not limited to the Closing Date or companies set forth in Schedule I hereto and the one year period preceding the Closing Date in the ordinary course and in accordance with its past practices, (iii) acquiring an ownership interest in any Person; provided, however, that if 10% or more of the gross revenues respective affiliates of such Person are attributable to a Business, Seller shall, or shall cause its Subsidiaries to, divest such Business within 12 months of such acquisition or (iv) providing any Seller Service the primary purpose of which is for the collection of payments by a United States customer from outside of the United States, but which may include the incidental or occasional collection and transmission of US dollar payments within the United States for such customercompanies. (b) Seller hereby agrees that Seller Executive shall not, at any time during the Restriction Period, except in the good faith performance of his or her duties with the Company, directly or indirectly, recruit or otherwise solicit or induce any employee, customer or supplier of the Company (i) to terminate its employment or arrangement with the Company, or (ii) to otherwise change its relationship with the Company. Executive shall not, at any time during the Restriction Period, directly or indirectly, either for Executive or for any other person or entity, (x) solicit any employee of the Company to terminate his or her employment with the Company, (y) employ any such individual during his or her employment with the Company and shall cause its Subsidiaries not to, for a period of one year six (6) months after such individual terminates his or her employment with the Closing Date, Company or (iz) solicit any Affected Employee to leave the employ vendor or business affiliate of the Companies or (ii) hire any Affected EmployeeCompany to cease to do business with the Company. Notwithstanding anything in this Agreement to the contrary, the The foregoing shall not be deemed breached violated by and shall not prevent Seller and its Subsidiaries from, (A) undertaking general solicitations of employment advertising not specifically targeted at the prohibited group or by providing upon request of an employee or a former employee a reference to any of entity with which Executive is not affiliated so long as Executive is not initially identifying the foregoing employees or (B) soliciting or hiring any of the foregoing employees from and after the date that is six months following the termination of employment of any such employee by the Companiesindividual to said entity. (c) The foregoing clauses Executive acknowledges and agrees that (ai) the Company’s Business competes globally, (ii) Executive’s duties and responsibilities, access to Confidential Information, and/or access to client and/or customer relationships are not limited by or to any specific geographic location, (iii) the nature of the non-compete and non-solicitation restrictions contained in this Section 5 and time limitations applicable thereto are reasonable and necessary to protect the Company’s legitimate business interests and Confidential Information, and (biv) the non-compete and non-solicitation restrictions contained in this Section 5 are sufficiently tailored and do not prevent Executive from working in the electric-powered two-xxxxxxx industry. In the event the terms of this Section 5 shall terminate and be determined by any court of no further force competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or effectover too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action. (d) As used in this Section 5, (i) with respect to any business or Subsidiary of Seller that is disposed of to a Person or Persons who are not controlled by Seller or the term “Company” shall include the Company and its direct and indirect subsidiaries, (ii) with respect to Seller and its Subsidiaries if Seller is involved in a Business Combination. the term “Business CombinationBusiness” means any transaction or series of transactions (A) pursuant to which any Person or group of Persons acquires beneficial ownership of 50% or more shall mean the business of the outstanding voting Company and shall include, without limitation, (x) the development, production and/or sale of electric-powered two-wheelers and related hardware, including but not limited to battery packs that are used to power electric-powered two-wheelers, (y) the offering of Seller battery swapping subscription service to users of electric-powered two-wheelers and (z) the development, provision or 50% production of energy storage devices and equipment, in each case globally, as such business may be expanded or all or substantially all altered by the Company during the Term, provided, that the term “Business” shall not include any business of the assets Company materially entered into after Executive’s termination of Seller and its Subsidiaries on a consolidated basis or (B) employment so long as the Company has not taken any substantial steps in the form furtherance of a merger, reorganization, combination or other structure, as a result of which, the stockholders of Seller immediately prior to such transaction beneficially own less than 50% of the surviving or resulting Person from such transaction.business during