Common use of Restriction Clause in Contracts

Restriction. Each Subject Party hereby agrees that during the period from the Closing until the later of (i) the four (4) year anniversary of the Closing Date and (ii) the date on which the Subject Parties, their respective Affiliates or any of their respective officers, directors or employees are no longer directors, officers, managers or employees of the Company or any of its Subsidiaries (the later of such date in this clause (ii) or the Closing Date, the “Termination Date”, and such period from the Closing until the later of clauses (i) and (ii), the “Restricted Period”), such Subject Party will not, and will cause its Affiliates not to, without the prior written consent of Parent (which may be withheld in its sole discretion), anywhere in North America and/or the Peoples’ Republic of China (the “Territory”), directly or indirectly engage in the Business (other than through a Covered Party) or own, manage, finance or control, or participate in the ownership, management, financing or control of, or become engaged or serve as an officer, director, member, partner, employee, agent, consultant, advisor or representative of, a business or entity (other than a Covered Party) that engages in the Business (a “Competitor”). Notwithstanding the foregoing, (i) the Subject Parties and their respective Affiliates may own passive portfolio company investments in a Competitor, so long as the Subject Parties and their Affiliates and their respective shareholders, directors, officer, managers and employees who were involved with the business of the Company and its Subsidiaries are not involved in the management or control of such Competitor (“Permitted Ownership”), and (ii) for the avoidance of doubt, certain family members and associates of the Subject Parties as set forth on Exhibit 1 hereto may continue to manage the businesses set forth next to their respective names on Exhibit 1 hereto consistent with past practice prior to the date hereof, even if such businesses are Competitors, so long as the Subject Parties are not involved in the management or control of such Competitors.

Restriction. Each The Subject Party hereby agrees that during the period from the Closing until the later of (i) the four (4) year anniversary of the Closing Date and (ii) the date on which the Subject Parties, their respective Affiliates or any of their respective officers, directors or employees are no longer directors, officers, managers or employees of the Company or any of its Subsidiaries (the later of such date in this clause (ii) or the Closing Date, the “Termination Date”), and such period from the Closing until the later of clauses (i) and (ii)Termination Date, the “Restricted Period”), such the Subject Party will not, and will cause its Affiliates not to, without the prior written consent of Parent Purchaser (which may be withheld in its sole discretion), anywhere in North America and/or the Peoples’ Republic United States or in any other markets in which the Covered Parties are engaged, or are actively contemplating to become engaged, in the Business as of China the Closing Date or during the Restricted Period (the “Territory”), directly or indirectly engage in the Business (other than through a Covered Party) or own, manage, finance or control, or participate in the ownership, management, financing or control of, or become engaged or serve as an officer, director, member, partner, employee, agent, consultant, advisor or representative of, a business or entity (other than a Covered Party) that engages in the Business (a “Competitor”). Notwithstanding the foregoing, (i) a request by the Subject Parties Party for prior written consent to engage in white label digital banking services with identified customers within the Territory shall not be unreasonably withheld, conditioned or delayed and their respective (ii) the Subject Party and its Affiliates may own passive portfolio company investments of no more than two percent (2%) of any class of outstanding equity interests in a CompetitorCompetitor that is publicly traded, so long as the Subject Parties Party and their its Affiliates and their respective shareholders, directors, officer, managers and employees who were involved with the business of the Company and its Subsidiaries immediate family members are not involved in the management or control of such Competitor (“Permitted Ownership”), and (ii) for the avoidance of doubt, certain family members and associates of the Subject Parties as set forth on Exhibit 1 hereto may continue to manage the businesses set forth next to their respective names on Exhibit 1 hereto consistent with past practice prior to the date hereof, even if such businesses are Competitors, so long as the Subject Parties are not involved in the management or control of such Competitors.

Restriction. Each Subject Party hereby agrees that during the period from the Closing until the later of (i) the four (4) year anniversary of the Closing Date and (ii) the date on which the Subject Parties, their respective Affiliates or any of their respective officers, directors or employees are no longer directors, officers, managers or employees of the Company or any of its Subsidiaries (the later of such date in this clause (ii) or the Closing Date, the “Termination Date”, and such period from the Closing until the later of clauses (i) and (ii), the “Restricted Period”), such Subject Party will not, and will cause its Affiliates not to, without the prior written consent of both Parent and Purchaser (which may be withheld in its their sole discretion), anywhere in North America and/or the Peoples’ Republic of China (the “Territory”), directly or indirectly engage in the Business (other than through a Covered Party) or own, manage, finance or control, or participate in the ownership, management, financing or control of, or become engaged or serve as an officer, director, member, partner, employee, agent, consultant, advisor or representative of, a business or entity (other than a Covered Party) that engages in the Business (a “Competitor”). Notwithstanding the foregoing, (i) the Subject Parties and their respective Affiliates may own passive portfolio company investments in a Competitor, so long as the Subject Parties and their Affiliates and their respective shareholders, directors, officer, managers and employees who were involved with the business of the Company and its Subsidiaries are not involved in the management or control of such Competitor (“Permitted Ownership”), and (ii) for the avoidance of doubt, certain family members and associates of the Subject Parties as set forth on Exhibit 1 hereto may continue to manage the businesses set forth next to their respective names on Exhibit 1 hereto consistent with past practice prior to the date hereof, even if such businesses are Competitors, so long as the Subject Parties are not involved in the management or control of such Competitors.

Restriction. Each Subject Party hereby agrees that during the period from the Closing until the later of (i) the four (4) year anniversary of the Closing Date and (ii) the date on which the Subject Parties, their respective Affiliates or any of their respective officers, directors or employees are no longer directors, officers, managers or employees of the Company or any of its Subsidiaries (the later of such date in this clause (ii) or the Closing Date, the “Termination Date”, and such period from the Closing until the later of clauses (i) and (ii), the “Restricted Period”), such Subject Party will not, and will cause its Affiliates not to, without the prior written consent of Parent Purchaser (which may be withheld in its sole discretion), anywhere in North America and/or the Peoples’ Republic of China (the “Territory”), directly or indirectly engage in the Business (other than through a Covered Party) or own, manage, finance or control, or participate in the ownership, management, financing or control of, or become engaged or serve as an officer, director, member, partner, employee, agent, consultant, advisor or representative of, a business or entity (other than a Covered Party) that engages in the Business (a “Competitor”). Notwithstanding the foregoing, (i) the Subject Parties and their respective Affiliates may own passive portfolio company investments in a Competitor, so long as the Subject Parties and their Affiliates and their respective shareholders, directors, officer, managers and employees who were involved with the business of the Company and its Subsidiaries are not involved in the management or control of such Competitor (“Permitted Ownership”), and (ii) for the avoidance of doubt, certain family members and associates of the Subject Parties as set forth on Exhibit 1 hereto may continue to manage the businesses set forth next to their respective names on Exhibit 1 hereto consistent with past practice prior to the date hereof, even if such businesses are Competitors, so long as the Subject Parties are not involved in the management or control of such Competitors.

Restriction. Each Subject Party The Seller hereby agrees that during the period from the Closing until the later of (i) the four (4) year anniversary of the Closing Date and (ii) the date on which the Subject Parties, their respective Seller or its Affiliates or any of their respective officers, directors or employees are no longer directors, officers, managers or employees of the Company or any of its Subsidiaries (the later of such date in this clause (ii) or the Closing Date, the “Termination Date”, and such period from the Closing until the later of clauses (i) and (ii), the “Restricted Period”), such Subject Party the Seller will not, and will cause its Affiliates not to, without the prior written consent of Parent Purchaser (which may be withheld in its sole discretion), anywhere in North America and/or the Peoples’ People’s Republic of China or in any other markets in which, as of the Closing Date, the Covered Parties are engaged, or are actively contemplating to become engaged, in the Business as of the Closing Date or during the Restricted Period (the “Territory”), directly or indirectly engage in the Business (other than through a Covered Party) or own, manage, finance or control, or participate in the ownership, management, financing or control of, or become engaged or serve as an officer, director, member, partner, employee, agent, consultant, advisor or representative of, a business or entity (other than a Covered Party) that engages in the Business (a “Competitor”). Notwithstanding the foregoing, (i) the Subject Parties Seller and their respective its Affiliates may own passive portfolio company investments of no more than two percent (2%) of any class of outstanding equity interests in a CompetitorCompetitor that is publicly traded, so long as the Subject Parties Seller and their its Affiliates and their respective shareholders, directors, officerofficers, managers and employees who were involved with the business of the Company or its Subsidiaries, and the immediate family members of the Seller or its Subsidiaries Affiliates, are not involved in the management or control of such Competitor (“Permitted Ownership”), and (ii) for the avoidance of doubt, certain family members and associates of the Subject Parties as set forth on Exhibit 1 hereto may continue to manage the businesses set forth next to their respective names on Exhibit 1 hereto consistent with past practice prior to the date hereof, even if such businesses are Competitors, so long as the Subject Parties are not involved in the management or control of such Competitors.

Restriction. Each The Subject Party hereby agrees that during the period from the Closing until the later of three (i) the four (43) year anniversary of the Closing Date and (ii) the date on which the Subject Parties, their respective Affiliates or any of their respective officers, directors or employees are no longer directors, officers, managers or employees of the Company or any of its Subsidiaries (the later of such date in this clause (ii) or the Closing Date, the “Termination Date”, and such period from the Closing until the later of clauses (i) and (ii)period, the “Restricted Period”), such ) the Subject Party will not, and will cause his, her or its Affiliates (other than a Covered Party) not to, without the prior written consent of Parent Purchaser, directly or indirectly, engage in (which may be withheld i) the Blood Business, the Cosmetics Business and the Post-COVID Treatment Trial anywhere in its sole discretionthe world (the “Blood/Cosmetics/COVID Territory”), anywhere or (ii) the Longevity Clinic Business in North America and/or any markets in the Peoples’ Republic world other than in India, Mexico, Costa Rica and cities in the United States in which Affiliates of China the Subject Party currently engage in the Longevity Clinic Business as of the date of this Agreement (the “Longevity Territory”, and each of the Longevity Territory and the Blood/Cosmetics/COVID Territory, a “Territory”), directly or indirectly engage in the Business (other than through a Covered Party) or own, manage, finance or control, or participate in the ownership, management, financing or control of, or become engaged or serve as an officer, director, member, partner, employee, agent, consultant, advisor or representative of, a business or entity (other than a Covered Party) that engages in the a Business in the applicable Territory (a “Competitor”). Notwithstanding the foregoing, (i) the Subject Parties Party and their respective his, her or its Affiliates may own passive portfolio company investments of no more than three percent (3%) beneficial ownership of any class of outstanding equity interests in a CompetitorCompetitor that is publicly traded, so long as the Subject Parties Party and their his, her or its Affiliates and their respective shareholders, directors, officer, managers and employees who were involved with the business of the Company and its Subsidiaries immediate family members are not involved in the management or control of such Competitor (“Permitted Ownership”), and (ii) for the avoidance of doubt, certain family members and associates of the Subject Parties as set forth on Exhibit 1 hereto may continue to manage the businesses set forth next to their respective names on Exhibit 1 hereto consistent with past practice prior to the date hereof, even if such businesses are Competitors, so long as the Subject Parties are not involved in the management or control of such Competitors.

Restriction. Each Subject Party hereby agrees that during the period from the Closing until the later of (i) the four (4) year anniversary of the Closing Date and (ii) the date on which the Subject Parties, their respective Affiliates or any of their respective officers, directors or employees are no longer directors, officers, managers or employees of the Company or any of its Subsidiaries (the later of such date in this clause (ii) or the Closing Date, the “Termination Date”, and such period from the Closing until the later of clauses (i) and (ii), the “Restricted Period”), such Subject Party will not, and will cause its Affiliates not to, without the prior written consent of Parent Company (which may be withheld in its sole discretion), anywhere in the North America and/or the Peoples’ Republic of China America, Europe and Asia (the “Territory”), directly or indirectly engage in the Business (other than through a Covered Party) or own, manage, finance or control, or participate in the ownership, management, financing or control of, or become engaged or serve as an officer, director, member, partner, employee, agent, consultant, advisor or representative of, a business or entity (other than a Covered Party) that engages in the Business (a “Competitor”). Notwithstanding the foregoing, (i) the Subject Parties and their respective Affiliates may own passive portfolio company investments in a Competitor, so long as the Subject Parties and their Affiliates and their respective shareholders, directors, officer, managers and employees who were involved with the business of the Company and its Subsidiaries are not involved in the management or control of such Competitor (“Permitted Ownership”), and (ii) for the avoidance of doubt, certain family members and associates of the Subject Parties as set forth on Exhibit 1 hereto may continue to manage the businesses set forth next to their respective names on Exhibit 1 hereto consistent with past practice prior to the date hereof, even if such businesses are Competitors, so long as the Subject Parties are not involved in the management or control of such Competitors.

Restriction. Each of the Subject Party Parties hereby agrees that during the period from the Closing until the later of five (i) the four (45) year anniversary of the Closing Date and (ii) the date on which the Subject Parties, their respective Affiliates or any of their respective officers, directors or employees are no longer directors, officers, managers or employees of the Company or any of its Subsidiaries (the later of such date in this clause (ii) or the Closing Date, the “Termination Date”, ,” and such period from the Closing until the later of clauses (i) and (ii)Termination Date, the “Restricted Period”), such neither of the Subject Party will notParties will, and each will cause its respective Affiliates not to, without the prior written consent of Parent the Purchaser (which may be withheld in its sole discretion), (i) anywhere in North America and/or the Peoples’ Republic United States and (ii) in any other jurisdictions in which the Covered Parties are engaged, or are actively contemplating to become engaged, in the Business as of China the Closing Date or during the Restricted Period (clauses (i) and (ii), collectively, the “Territory”), directly or indirectly engage in the Business (other than through a Covered Party) or own, manage, finance finance, or control, or participate in the ownership, management, financing financing, or control of, or become engaged or serve as an officer, director, member, partner, employee, agent, consultant, advisor advisor, or representative of, a business or entity (other than a Covered Party) that engages in the Business (a “Competitor”). Notwithstanding the foregoing, (iI) the provision of services by either of the Subject Parties pursuant to that certain Support Services Agreement and that certain Loan Service Agreement between the Purchaser and PCCU (each of which, as defined in the Purchase Agreement) shall not be a violation of this Agreement; (II) the Subject Parties and their respective its Affiliates may own passive portfolio company investments of no more than two percent (2%) of any class of outstanding equity interests in a CompetitorCompetitor that is publicly traded, so long as the Subject Parties and their its Affiliates and their respective shareholders, directors, officer, managers and employees who were involved with the business of the Company and its Subsidiaries are not involved in the management or control of such Competitor (“Permitted Ownership”), ; and (iiIII) for the avoidance of doubt, certain family members and associates of the Subject Parties as set forth on Exhibit 1 hereto and its Affiliates may continue lend funds to manage a Competitor in the businesses set forth next to their respective names on Exhibit 1 hereto consistent ordinary course of business and in accordance with past practice prior to the date hereof, even if such businesses are Competitorscustomary terms and conditions, so long as the Subject Parties are they do not involved in the management exert control over, or control of such Competitorshold an ownership interest in, that Competitor and they do not target Competitors generally.

Restriction. Each Subject Party Seller hereby agrees that during the period from the Closing until the later of five (i) the four (45) year anniversary of the Closing Date and (ii) the date on which the Subject Parties, their respective Affiliates or any of their respective officers, directors or employees are no longer directors, officers, managers or employees of the Company or any of its Subsidiaries (the later of such date in this clause (ii) or the Closing Date, the “Termination Date”, and such period from the Closing until the later of clauses (i) and (ii)period, the “Restricted Period”), such Subject Party Seller will not, and will cause its Affiliates not to, without the prior written consent of Parent Pubco (which may be withheld in its sole discretion), anywhere in North America and/or the Peoples’ Republic United States of China America, the Cayman Islands, Taiwan, South Korea, Brunei, the Philippines, Indonesia, Thailand, Malaysia, Singapore, Cambodia, Laos, Myanmar, Vietnam, Nepal, Sri Lanka, Bangladesh, Pakistan, Bhutan, the Maldives, the United Arab Emirates, or in any other markets in which the Covered Parties are engaged, or are actively contemplating to become engaged, in the Business as of the Closing Date or during the Restricted Period (the “Territory”), directly or indirectly engage in the Business (other than through a Covered Party) or own, manage, finance or control, or participate in the ownership, management, financing or control of, or become engaged or serve as an officer, director, commissioner, member, partner, employee, agent, consultant, advisor or representative of, a business or entity (other than a Covered Party) that engages directly or indirectly in the Business (a “Competitor”). Notwithstanding the foregoing, (i) the Subject Parties Seller and their respective its Affiliates may own passive portfolio company investments of no more than two percent (2%) of any class of outstanding equity interests in a CompetitorCompetitor that is publicly traded, so long as the Subject Parties and their Affiliates and their respective shareholders, directors, officer, managers and employees who were involved with the business of the Company Seller and its Subsidiaries Affiliates are not directly or indirectly involved in the management or control of such Competitor (“Permitted Ownership”), ; and (ii) for the avoidance Seller and its Affiliates may lend funds to a Competitor in the ordinary course of doubt, certain family members business and associates of the Subject Parties as set forth on Exhibit 1 hereto may continue to manage the businesses set forth next to their respective names on Exhibit 1 hereto consistent in accordance with past practice prior to the date hereof, even if such businesses are Competitorscustomary terms and conditions, so long as the Subject Parties are they do not involved in the management exert control over, or control of such Competitorshold an ownership interest (other than through Permitted Ownership) in, that Competitor and they do not target Competitors generally.