Covenant. Each Holder (on a several and not joint basis) agrees to indemnify and hold harmless the Trustee and the Collateral Agent from and against any and all damages, losses, costs and expenses (including, without limitation, legal fees and expenses) arising or resulting from reliance upon the representations and warranties by such Holder set forth in this Section 5.

Covenant. I agree that during the course of my employment and for twelve (12) months following the termination of my relationship with the Company (the “Noncompetition Period”) for any reason, I will not, without the prior written consent of the Company, # serve as a partner, employee, consultant, officer, director, manager, agent, associate, investor, or # directly or indirectly, own, purchase, organize or take preparatory steps for the organization of, or # build, design, finance, acquire, lease, operate, manage, invest in, work or consult for or otherwise affiliate myself with any business, # in competition with the Company’s business at the time my relationship with the Company terminated or # competing in any other line of business that I knew or had reason to know the Company had formed an intention to enter. This covenant shall not prohibit me from owning less than one percent of the securities of any company that is publicly traded on a nationally recognized stock exchange. The foregoing covenant shall cover my activities in every part of the Territory in which I may conduct business during the term of such covenant as set forth above. “Territory” shall mean # all counties in the State of Texas, # all other states of the United States of America and # all other countries of the world; provided that, with respect to clauses (ii) and (iii), the Company maintains non-trivial operations, facilities, or customers in such geographic area prior to the date of the termination of my relationship with the Company.

COVENANT. During the Transition Period and for the entire Restriction Period, the Executive shall not engage in acts of unfair competition as defined in this Agreement and as otherwise identifiable under the common, statutory, or other relevant law, rules, or regulations in any state or jurisdiction in which the Company operates or has operated.

Covenant. Subject to the express terms of this Agreement, the Corporation hereby covenants and agrees that it will not take any action, including, without limitation, the enacting, amending or repealing of any by-law, which would in any manner adversely affect or prevent the Corporation's ability to perform its obligations under this Agreement.

Immediate Representation, Warranty and Covenant Default. The failure of any Seller or Guarantor to perform, comply with or observe any term, covenant or agreement applicable to such Seller or Guarantor contained in any of [Sections 11(g)] (Purchased Assets), # (Indebtedness), # (Solvency) or [Sections 12(a)(i)] (Preservation of Existence), # (True and Correct Information), # (Financial Condition Covenants), # (Illegal Activities), # (Material Change in Business), # (Limitations on Dividends and Distributions), # (Disposition of Assets; Liens), # (Transactions with Affiliates), # (ERISA Matters), # (Consolidations, Mergers and Sales of Assets), # (Guarantees), # (Agency Approvals; Servicing), (aa) (Takeout Payments) or (bb) (Most Favored Status).

In support of the Executive Chairperson’s commitment to maintain the confidentiality of the Company’s Confidential Information, and except for her continued

During the Term, the Executive Chairperson agrees to promptly disclose in confidence to the Company all inventions, improvements, designs, original works of authorship, formulae, processes, algorithms, compositions of matter, computer software programs, databases, mask works, and trade secrets (“Inventions”) that the Executive Chairperson makes or conceives or first reduces to practice or creates, either

Negative Covenant. Licensee hereby covenants on behalf of itself and its Affiliates not to practice, and not to permit or cause any Affiliate, Sublicensee, Distributor or other Third Party to practice, any Verrica Technology for any purpose other than as expressly authorized in this Agreement. Licensee shall not perform any activity that Verrica reasonably believes in good faith, and following consultation with Licensee, could materially adversely affect the development or commercialization of Product outside the Territory. Verrica hereby covenants on behalf of itself and its Affiliates not to grant any Third Party any right or license to research, develop, or commercialize the Product as a Combination Product in the Field in the Territory during the Term.

Liquidity Covenant. [Section 7.07] of the Credit Agreement is hereby amended to add the following:

Restrictive Covenant. During the Employment Period, Employee will not directly or indirectly, whether for Employee’s own account or as an employee, director, consultant or advisor, provide services to any business enterprise other than the Company or its Affiliates, unless otherwise authorized by the Board in writing.