Common use of Non-Solicit and Non-Compete Clause in Contracts

Non-Solicit and Non-Compete. (a) In furtherance of the transactions contemplated by the Merger Agreement and this Agreement and the substantial economic benefit to be conferred upon the parties thereto and hereto, until the expiration of the applicable Restricted Period, each of KKR Americas XII and WBA (each, a “Restricted Person”) shall not (and each of them shall cause its controlled Affiliates to not), directly or indirectly, recruit, solicit for employment, hire, engage, retain, employ or offer employment to any senior executive or management employee of the Company or any of its Subsidiaries (collectively, “Covered Persons”), or knowingly encourage or knowingly facilitate any Covered Person to leave employment with the Company or any of its Subsidiaries; provided, that the foregoing shall not be deemed to prohibit the Restricted Persons or any of their respective controlled Affiliates from engaging in general media advertising or general employment solicitation that is not targeted towards Covered Persons. (b) In furtherance of the transactions contemplated by the Merger Agreement and this Agreement and the substantial economic benefit to be conferred upon the parties thereto and hereto, until the expiration of the applicable Restricted Period, each Restricted Person shall not (and each of them shall cause its controlled Affiliates to not), (i) engage or be involved, in any capacity, directly or indirectly in the Restricted Business, (ii) directly or indirectly acquire Beneficial Ownership of any Capital Stock (or any debt securities exercisable or exchangeable for, or convertible into, Capital Stock) of, or provide any loan or other financial assistance to, any Person that derives 30% or more of its revenue or EBITDA (based on its most recent quarterly financial statements) from operating in the U.S. long term care pharmacy business (such business, the “Restricted Business”) anywhere in the world; provided that for the avoidance of doubt, WBA’s (and its controlled Affiliates’) retail pharmacies will be permitted to continue to provide services as a back-up supplier to skilled nursing facilities consistent with practices in effect as of the date of the Original Agreement; provided, further that the Restricted Persons and their respective controlled Affiliates shall not be prohibited from Beneficially Owning, solely as a passive investment, not in excess of 5% in the aggregate of any Capital Stock of any Person if such Capital Stock is of the same class of Capital Stock that is listed on any national securities exchange, regardless of whether or not such Person is engaging in the Restricted Business, so long as such Restricted Person does not otherwise violate the restrictions set forth in this Section 4.3(b). (c) For the avoidance of doubt, none of the covenants in this Section 4.3 will apply to any KKR Portfolio Company or to any business of Kohlberg Kravis ▇▇▇▇▇▇▇ & Co. L.P. and its Affiliates other than the private equity business of KKR Americas XII, provided that KKR Americas XII will not, directly or indirectly, cause, direct, knowingly encourage or knowingly facilitate any KKR Portfolio Company to violate the provisions of this Section 4.3. (d) Each of the parties acknowledges that the restrictions contained in this Section 4.3 are reasonable and necessary to protect the legitimate interests of the Company and its Subsidiaries and constitute a material inducement to the Company to enter into this Agreement and consummate the transactions contemplated by this Agreement. It is the intent of the parties that the provisions of this Section 4.3 shall be fully enforced to the fullest extent permissible under applicable Law and public policies applied in each jurisdiction in which enforcement is sought. If any particular provision or portion of this Section 4.3 shall be adjudicated to be invalid or unenforceable, such provision or portion thereof shall be deemed amended to the minimum extent necessary to render such provision or portion valid and enforceable, such amendment to apply only with respect to the operation of such provision or portion in the particular jurisdiction in which such adjudication is made. (e) The provisions of this Section 4.3 shall terminate upon a Company Sale.

Non-Solicit and Non-Compete. (a) In furtherance 19.1 The Founders agree that during the term of this Agreement or so long as a Founder holds Shares in the Company or continues to be in the employment of the transactions contemplated by Company, and for a period of 2 (two) years from the Merger Agreement and this Agreement and the substantial economic benefit date such Founder ceases to hold Shares or be conferred upon the parties thereto and hereto, until the expiration in employment of the applicable Restricted PeriodCompany, each whichever is later: (i) The Founders shall devote their entire time and attention in exclusively rendering services to the Company as employees of KKR Americas XII the Company, and WBA (each, a “Restricted Person”) shall not be employees / consultants of and to any other Person and shall not commit any breach of their respective employment agreements; (and each ii) the Founders shall not, without the prior written consent of them shall cause its controlled Affiliates to not)the Angel Investors, directly or indirectly, recruitown, manage, operate, join, have an interest in, Control or participate in the ownership, management, operation or Control of, or be otherwise connected in any manner with, any corporation, partnership, proprietorship, trust, estate, association or other business entity which directly or indirectly engages anywhere in the world in a commercial activity identical or similar to, or one that competes with the Business of the Company during the currency of this Agreement or a period of 24 (twenty four) Months from the date the Founders cease to be a Shareholder or employee of the Company, as the case may be (iii) the Founders shall be subject to and adhere to the confidentiality and other obligations under their respective employment agreements. 19.2 The Founders undertake that, there are no other entities through which business is done by the Company or the Founders. In the event that the Founders violates the requirements of this Clause at any time after the Closing Date, it shall be considered a breach of this Agreement, and the provisions of Clause 19 shall be applicable. 19.3 The Founders acknowledges and agrees that the above restrictions are considered reasonable for the legitimate protection of the business and the goodwill of the Angel Investors and the Company, but in the event that such restriction shall be found to be void, but would be valid if some part thereof was deleted or the scope, period or area of application were reduced, the above restriction shall apply with the deletion of such words or such reduction of scope, period or area of application as may be required to make the restrictions contained in this Clause valid and effective. Notwithstanding the limitation of this provision by any Law for the time being in force, the Founders undertake to, at all times, observe and be bound by the spirit of this Clause. 19.4 During the term of this Agreement and for a period of 24 (twenty four) Months from the date Founders cease to be a Shareholder or employee of the Company whichever is later and where such event is not due to termination of this agreement or due to liquidation of the Company, the Founders agree that they shall not directly or indirectly through third Parties: a. attempt in any manner to solicit for employmentfrom any client / customer, hireexcept on behalf of the Company, engagecarry on any business similar to Business of the Company or to persuade any Person, retainfirm or entity which is a client / customer of the Company to cease doing business or to reduce the amount of business which any such client / customer has customarily done or might propose doing with the Company whether or not the relationship between the Company and such client / customer was originally established in whole or in part through their efforts; b. use the service of or make any offers of employment or contract or sub-contract to the Company’s employees or contractors; c. engage in any business, employ directly or offer employment to any senior executive or management employee indirectly, that in competition with the Business of the Company or any of its Subsidiaries (collectively, “Covered Persons”), group / subsidiary Company;‌‌ d. assume any executive or knowingly encourage or knowingly facilitate management responsibilities in any Covered Person to leave employment with other company without the Company or any of its Subsidiaries; provided, that the foregoing shall not be deemed to prohibit the Restricted Persons or any of their respective controlled Affiliates from engaging in general media advertising or general employment solicitation that is not targeted towards Covered Persons. (b) In furtherance prior approval of the transactions contemplated Angel Investors; e. engage in any activity that would result in the dilution of management time spent by the Merger Agreement and this Agreement and Founders on the substantial economic benefit to be conferred upon the parties thereto and hereto, until the expiration activities of the applicable Restricted Period, each Restricted Person shall not (and each of them shall cause its controlled Affiliates to not), (i) engage or be involved, in any capacity, directly or indirectly in the Restricted Business, (ii) directly or indirectly acquire Beneficial Ownership of any Capital Stock (or any debt securities exercisable or exchangeable for, or convertible into, Capital Stock) of, or provide any loan or other financial assistance to, any Person that derives 30% or more of its revenue or EBITDA (based on its most recent quarterly financial statements) from operating in the U.S. long term care pharmacy business (such business, the “Restricted Business”) anywhere in the world; provided that for the avoidance of doubt, WBA’s (and its controlled Affiliates’) retail pharmacies will be permitted to continue to provide services as a back-up supplier to skilled nursing facilities consistent with practices in effect as of the date of the Original Agreement; provided, further that the Restricted Persons and their respective controlled Affiliates shall not be prohibited from Beneficially Owning, solely as a passive investment, not in excess of 5% in the aggregate of any Capital Stock of any Person if such Capital Stock is of the same class of Capital Stock that is listed on any national securities exchange, regardless of whether or not such Person is engaging in the Restricted Business, so long as such Restricted Person does not otherwise violate the restrictions set forth in this Section 4.3(b)Company. (c) For the avoidance of doubt, none of the covenants in this Section 4.3 will apply to any KKR Portfolio Company or to any business of Kohlberg Kravis ▇▇▇▇▇▇▇ & Co. L.P. and its Affiliates other than the private equity business of KKR Americas XII, provided that KKR Americas XII will not, directly or indirectly, cause, direct, knowingly encourage or knowingly facilitate any KKR Portfolio Company to violate the provisions of this Section 4.3. (d) Each of the parties acknowledges that the restrictions contained in this Section 4.3 are reasonable and necessary to protect the legitimate interests of the Company and its Subsidiaries and constitute a material inducement to the Company to enter into this Agreement and consummate the transactions contemplated by this Agreement. It is the intent of the parties that the provisions of this Section 4.3 shall be fully enforced to the fullest extent permissible under applicable Law and public policies applied in each jurisdiction in which enforcement is sought. If any particular provision or portion of this Section 4.3 shall be adjudicated to be invalid or unenforceable, such provision or portion thereof shall be deemed amended to the minimum extent necessary to render such provision or portion valid and enforceable, such amendment to apply only with respect to the operation of such provision or portion in the particular jurisdiction in which such adjudication is made. (e) The provisions of this Section 4.3 shall terminate upon a Company Sale.