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:

Employee agrees that the promises made in this Section 4 are reasonable and necessary for the protection of the Company’s legitimate business interests including, but not limited to: # the Confidential Information; client, customer, and vendor goodwill associated with the specific marketing and trade area in which the Company conducts its business; # the Company’s substantial relationships with prospective and existing clients, customers, vendors, referral sources, and suppliers; and # a productive, competent and undisrupted workforce. Employee agrees that the restrictive covenants in this Section 4 will not prevent Employee from earning a livelihood in Employee’s chosen business, they do not impose an undue hardship on Employee, and that they will not injure the public. If any restriction is found by a court of competent jurisdiction to be unenforceable because it extends for too long a period of time, over too broad a range of activities, or in too large a geographic area, that restriction shall be interpreted to extend only over the maximum period of time, range of activities, or geographic area as to which it may be enforceable.

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.

[[Organization B:Organization]] expressly acknowledges that it shall have no benefits or rights with respect to the enforcement of any restrictive covenants affecting the property.