3.1During the period of the Executive’s employment with the Company and for a period of one year following the Separation Date (other than upon a termination without Cause, in which case the obligations under this [Section 3.1] cease upon separation from employment, absent a mutual agreement of the parties in a new agreement with respect to such period), the Executive shall not, directly or indirectly, own, manage, control, operate, be employed by, participate in or be connected with the ownership, management, operation or control of any business which competes with the Company or any of its affiliated companies (each, a “Competitor”) in the Restricted Area, if the Executive would be performing job duties or services for the Competitor that are of a similar type that the Executive performed for the Company at any time during the last two years of the Executive’s employment. The Executive acknowledges that undertaking any leadership role for a Competitor would constitute performing job duties or services of a similar type that he performed for the Company. Further, for purposes of this [Section 3.1], “Restricted Area” shall mean the geographic areas in which the Executive, during the last two years of employment, provided services or had a material presence or influence (which, given his position as Chief Operating Officer, would be any area in which the Company was conducting business). The foregoing shall not apply to passive ownership of less than 5% of the outstanding stock of a publicly held corporation, which ownership is disclosed to the CEO. The restricted period will be extended to two years following cessation of employment if the Executive breaches his fiduciary duty to the Company or unlawfully takes, physically or electronically, property belonging to the Company, in which case the duration may not exceed 2 years from the date of cessation of employment. Before agreeing to this [Section 3.1] the Executive has the right to and is encouraged to consult with counsel. The Executive agrees that he is receiving mutually-agreed consideration appropriate to support these restrictions pursuant to the additional compensation for which he is eligible pursuant to this Agreement in [Sections 2.3] and/or 4.5. The Executive further acknowledges that the agreement not to compete with the Company contemplated by this [Section 3.1] (the “non-competition agreement”) is supported by fair and reasonable consideration independent from the Employee’s continued employment, and that, notwithstanding the immediate effectiveness otherwise of this Agreement upon the Parties execution of the Agreement, the non-competition agreement shall not take effect until the later of # eleventh (11th) business day following the date on which the Company provided this Agreement to the Executive for review and execution; and # the Executive’s execution of this Agreement.

Restrictive Covenants. Other than with respect to an Employee who is located in California or another jurisdiction where such restrictive covenants are not permitted under applicable law, the Non-Competition and Non-Solicitation Agreement set forth in Exhibit A is incorporated herein for all purposes. This Award and the delivery of any shares of Common Stock hereunder are contingent on the Employee execution of this Agreement, and the Employee’s continued compliance with the terms herein (the “Restrictive Covenants”).

Restrictive Covenants. In consideration for the Severance Pay, Executive shall be subject to the following restrictive covenants as of the Effective Date of this Agreement:

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

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

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

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

Enforcement of Restrictive Covenants. In the event of a breach or threatened breach by the Employee of any of the covenants contained in this Section 9:

For avoidance of doubt, Employee acknowledges and agrees that any manufacturer that engages in direct sales of product or services to the livestock industry, or to equine or companion animal veterinarians or any other business conducted or engaged in by the Company or any of its subsidiaries or in a business, which as of the date of termination of employment, the board of directors (including any committee) or senior management of the Company has taken active steps to engage in or acquire, is deemed a Competitive Business as defined in [Exhibit A] and Company acknowledges and agrees that any manufacturer that does not engage in direct sales of product or services in competition with the Company is not deemed a Competitive Business as defined in [Exhibit A].

Acknowledgment of Restrictive Covenants. Each of the Seller Parties hereby agrees to abide by his or its respective Restrictive Covenants and acknowledges and agrees that the payment of the Closing Consideration shall constitute, among other things, full consideration for his and its respective Restrictive Covenants, and the associated Goodwill included in the Acquired Assets.