Non-Compete Provisions. IMPORTANT: The following covenants are made by Awardee in exchange for good and valuable consideration, including but not limited to the opportunity to receive the Units as set forth more fully above. Such covenants were material inducements to the Company in deciding to invest in Awardee, to award said Units, and in entering into this Agreement. Awardee understands that a violation of this Section may result in, among other things, forfeiture of Units/Acquired Shares and/or repayment to the Company of the value thereof. For purposes of this Section 16, references to the “Company” shall include any and all affiliates of the Company with which Awardee was employed during the relevant time period(s); and the termination date of Awardee’s employment shall be the date Awardee is no longer employed by the Company or any of its affiliates.

Agreement Not To Compete. Grantee hereby covenants and agrees that for a period commencing on the date hereof and ending twelve (12) months after the effective date of Grantee's termination of employment with the Company, Grantee shall not, directly or indirectly, personally, or as an employee, officer, director, partner, member, owner, material shareholder, investor or principal of, or consultant or independent contractor with, another entity, engage in business with, be employed by, or render any consultation or business advice or other services with respect to, any business which provides or offers products or services which compete with any Company Business, in any geographic areas in which the Company and/or any of its affiliates is then currently doing Company Business.

Agreement Not to Compete. During the Restricted Period (defined below), Executive will not, directly or indirectly, engage in any business, in the United States or in any other location in which the Company is then doing business, for the development, sale, service, or distribution of medical devices to treat lymphedema patients or any other business that is competitive with the then-current businesses of the Company or its Affiliates, including without limitation as a proprietor, principal, agent, partner, officer, director, stockholder, employee, member of any association, consultant or otherwise. Ownership by Executive, as a passive investment, of less than 2.5% of the outstanding shares of capital stock of any corporation listed on a national securities exchange or publicly traded in the over-the-counter market shall not constitute a breach of this Section 4(a). Notwithstanding the foregoing, Executive’s direct or indirect engagement in a business whose sole purpose is the development, sale, service, or distribution of compression garments (but not pumps or other devices) to treat lymphedema patients or other patients shall not constitute a breach of this Section 4(a).

Agreement Not to Compete. Without ​’s prior written consent, Employee agrees not to, during the 12-month period following the Employee’s Termination Date (the “Restricted Period”), for any reason, directly or indirectly either as principal, agent, manager, employee, partner, shareholder, director, officer, consultant or otherwise, become engaged or involved, in a manner that relates to or is similar in nature to the specific duties performed by the Employee at any time during her employment with any the Company, in any business (other than as a less-than three percent (3%) equity owner of any corporation traded on any national, international or regional stock exchange or in the over-the- counter market) that directly competes with the Company in

As a condition of continued employment, you must sign and comply with the attached Assignment of Inventions, Non-Disclosure, Non-Solicitation and Non-Competition Agreement (the “NDA”) which supersedes, prospectively only, [Sections 5 and 6]6] of the Employment Agreement. You acknowledge and agree that the Restricted Stock Unit Award constitutes fair and reasonable and mutually agreed upon consideration for your agreement to the covenant not to compete included in [Section 4] of the NDA.

During the 24-month period preceding the date of this Agreement, # to Seller’s Knowledge, neither Seller nor, solely in respect of the Seller Business, any of its Affiliates have hired any employee or independent contractor in violation of any restrictive covenant, non-compete agreement or non-solicitation agreement to which such employee or independent contractor is a party and # no Person has made an allegation or asserted a claim that any Seller Party has hired any employee or independent contractor in violation of any such restrictive covenant, non-compete agreement or non-solicitation agreement.

Pursuant to the terms of the Executive Agreement and contingent upon his execution of this Agreement and strict compliance with the Restrictive Covenants, ​ will pay Executive $58,826.86 each month (the “Monthly Non-Compete Payments”, and together with the Monthly SERP Payments, collectively, the “Monthly Separation Payments”) for 24 months following the Effective Date. Subject to the provisions of Paragraph 2(c) of this Agreement, the payments of the Monthly Non-Compete Payments shall be made each month following the Effective Date. All Monthly Non-Compete Payments shall be subject to regular and customary withholding.

Non-Preparation to Compete. I agree that during my employment and for two (2) years after the conclusion of my employment with Cvent for any reason, I will not, directly or indirectly, own 2.5% or greater interest in, purchase, organize or take preparatory steps for the organization of, any business competing with Cvent in the Restricted Business Lines within the Restricted Area.

Contracts that contain any covenant (including a covenant not to compete or a non-solicitation covenant) that limits or purports to limit the ability of Seller, or which, following the consummation of the transactions contemplated hereby, would purport to restrict the ability of Buyer or its Affiliates, to # compete in any business or with any Person or in any geographic area, # sell, supply or distribute any service or product or otherwise freely engage in business anywhere in the world, or # solicit or hire any Person as an employee;

Forfeiture: Subject to forfeiture in the event, at any time prior to the first anniversary of the grantee’s Retirement, the grantee violates non-compete covenant with BD.