Non-Competition and Non-Solicitation Agreement Sample Contracts

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NON-COMPETITION AND NON-SOLICITATION AGREEMENT
Non-Competition and Non-Solicitation Agreement • January 19th, 2024 • New Horizon Aircraft Ltd. • Aircraft • Delaware

THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of , 2024, by the individual set forth on the signature page hereto (the “Subject Party”) in favor of and for the benefit of Pono Capital Three, Inc., a British Columbia company, which will be known after the consummation of the transactions contemplated by the Business Combination Agreement (as defined below) as “New Horizon Aircraft Ltd.” (including any successor entity thereto, the “Purchaser”), Robinson Aircraft Ltd. d/b/a Horizon Aircraft (the “Company”), and each of the Purchaser’s and/or the Company’s respective Affiliates, successors and direct and indirect Subsidiaries (collectively with the Purchaser and the Company, the “Covered Parties”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement. Purchaser, the Company and Subject Party may be referred to herein individually as a “Party”

NON-COMPETITION AND NON-SOLICITATION AGREEMENT
Non-Competition and Non-Solicitation Agreement • May 30th, 2023 • MingZhu Logistics Holdings LTD • Transportation services • New York

THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of May 26, 2023 by Liquor Alliance Holdings Limited (“Sellers”), and Yuhan Zhao serving as director, officer, manager or employee of the Company (as defined below) or any of its Subsidiaries (“Managers” and, together with Sellers, the “Subject Parties”), in favor of and for the benefit of Mingzhu Logistics Holdings Limited, a corporation incorporated in the Cayman Islands (“Purchaser”), Liquor Alliance Investment (BVI) Limited, a limited liability incorporated in the British Virgin Islands (the “Company”), and each of Purchaser’s, and/or the Company’s respective present and future Affiliates, successors and direct and indirect Subsidiaries (collectively, the “Covered Parties”). Any capitalized term used, but not defined in this Agreement will have the meaning ascribed to such term in the Share Purchase Agreement.

NON-COMPETITION AND NON-SOLICITATION AGREEMENT
Non-Competition and Non-Solicitation Agreement • April 20th, 2023 • Marsh & McLennan Companies, Inc. • Insurance agents, brokers & service • New York

This Agreement is entered into in consideration of the Executive’s employment by the Company as President and Chief Executive Officer of Marsh effective as of January 1, 2022, the Company’s execution of the December 1, 2021 Agreement regarding his terms of employment, Executive’s eligibility for a discretionary bonus and other compensation as an employee of the Company, and Executive’s access to confidential information and trade secrets belonging to the Company. For the purposes of this Agreement, the term “Company” means Marsh McLennan and/or any corporation, partnership, joint venture, limited liability company, or other entity in which Marsh McLennan has a 10% or greater direct or indirect interest.

FIG LLC EMPLOYMENT, NON-COMPETITION AND NON-SOLICITATION AGREEMENT
Non-Competition and Non-Solicitation Agreement • August 4th, 2011 • Fortress Investment Group LLC • Investment advice • New York

THIS EMPLOYMENT, NON-COMPETITION AND NON-SOLICITATION AGREEMENT (together with the exhibits hereto, this “Agreement”) is entered into as of the fourth day of August, 2011, by and between FIG LLC, a Delaware limited liability company (the “Company”), and Randal A. Nardone (“Executive”).

NON-COMPETITION AND NON-SOLICITATION AGREEMENT
Non-Competition and Non-Solicitation Agreement • July 25th, 2023 • PSQ Holdings, Inc. • Services-advertising • Florida

THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of July 19, 2023 by Bradley Searle (the “Executive”) and Colombier Acquisition Corp., a Delaware corporation (including any successor entity thereto, the “Purchaser”) in favor of and for the benefit of the Purchaser, PSQ Holdings, Inc., a Delaware corporation, and each of the Purchaser’s and/or the Company’s respective present and future Affiliates, successors and direct and indirect subsidiaries of (collectively with the Purchaser and the Company, the “Covered Parties”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement (as defined below). References herein to the “Company” before the consummation of the Merger will be to PSQ Holdings, Inc. and, after the consummation of the Merger, to Purchaser and the former PSQ Holdings, Inc., then to be known as PublicSq. Inc.

NON-COMPETITION AND NON-SOLICITATION AGREEMENT
Non-Competition and Non-Solicitation Agreement • October 28th, 2020 • Live Oak Acquisition Corp • Blank checks • New York

This Non-Competition and Non-Solicitation Agreement (this “Agreement”) is made as of October 3, 2020, by and between Live Oak Acquisition Corp., a Delaware corporation (“Live Oak”), and Michael Smith, an individual (the “Restricted Party”). Live Oak and the Restricted Party are each sometimes referred to in this Agreement as a “Party,” and collectively as the “Parties.” Capitalized terms used and not defined herein have the respective meanings ascribed to them in the Merger Agreement (as defined below).

APOLLO GLOBAL MANAGEMENT, LLC EMPLOYMENT, NON-COMPETITION AND NON-SOLICITATION AGREEMENT
Non-Competition and Non-Solicitation Agreement • August 14th, 2012 • Apollo Global Management LLC • Investment advice • Delaware

THIS EMPLOYMENT, NON-COMPETITION AND NON-SOLICITATION AGREEMENT (“Agreement”) is made and entered into as of July 19, 2012, by and between Apollo Global Management, LLC, a Delaware limited liability company (the “Company”), and Joshua J. Harris (“Executive”). Where the context permits, references to “the Company” shall include the Company and any successor of the Company. Capitalized terms used herein that are not defined in the paragraph in which they first appear are defined in Section 5(b) or in the Agreement Among Principals.

EXECUTION VERSION NON-COMPETITION AND NON-SOLICITATION AGREEMENT
Non-Competition and Non-Solicitation Agreement • May 5th, 2020 • New York

THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of June 17, 2019, by the undersigned (“Seller”) in favor of and for the benefit of MTech Acquisition Holdings Inc., a Delaware corporation which will be known after the consummation of the transactions contemplated by the Merger Agreement (as defined below) (the “Closing”) as “Akerna Inc.” (together with its successors, “Pubco”), MJ Freeway LLC, a Colorado limited liability company (together with its successors, including the Company Surviving Subsidiary (as defined in the Merger Agreement, the “Company”), and each of Pubco’s and the Company’s present and future Affiliates, successors and direct and indirect Subsidiaries (including Purchaser) (collectively with Pubco and the Company, the “Covered Parties”). Any capitalized term used, but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.

NON-COMPETITION and NON-SOLICITATION AGREEMENT
Non-Competition and Non-Solicitation Agreement • April 24th, 2003 • Sirna Therapeutics Inc • Pharmaceutical preparations • Colorado

This Non-Competition and Non-Solicitation Agreement (this “Agreement”) is entered into as of February 11, 2003, by and among Ribozyme Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and Marvin Tancer, an individual (“Employee”).

WITNESSETH:
Non-Competition and Non-Solicitation Agreement • December 29th, 2004 • Fidelity National Financial Inc /De/ • Title insurance • New York
NON-COMPETITION AND NON-SOLICITATION AGREEMENT
Non-Competition and Non-Solicitation Agreement • April 4th, 2022 • M&t Bank Corp • State commercial banks • Connecticut

THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (the “Agreement”), dated as of February 21, 2021, by and among People’s United Financial, Inc. (the “Company”), a Delaware corporation, and Kirk W. Walters (“Executive”) is effective as of the Closing (as defined below) (the “Effective Date”). For purposes of this Agreement, Executive and the Company shall each be a “Party” and shall collectively be the “Parties”.

NON-COMPETITION AND NON-SOLICITATION AGREEMENT
Non-Competition and Non-Solicitation Agreement • September 24th, 2009 • Adobe Systems Inc • Services-prepackaged software • Utah

THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (the “Noncompetition Agreement”) is being executed and delivered as of September 15, 2009, by Chris Harrington (“Employee”), in favor of, and for the benefit of Adobe Systems Incorporated, a Delaware corporation (“Parent”), and the other Beneficiaries. Certain capitalized terms used in this Noncompetition Agreement are defined in Section 14.

APOLLO GLOBAL MANAGEMENT, INC. EMPLOYMENT, NON-COMPETITION AND NON-SOLICITATION AGREEMENT
Non-Competition and Non-Solicitation Agreement • May 10th, 2021 • Apollo Global Management, Inc. • Investment advice • New York

This EMPLOYMENT, NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is made and entered into as of March 8, 2021, by and between Apollo Global Management, Inc., a Delaware corporation (the “Company”), and Joshua J. Harris (“Executive”). Where the context permits, references to the “Company” shall include the Company and any successor of the Company. Capitalized terms used herein that are not defined in the paragraph in which they first appear are defined in Section 5(b).

ESGL HOLDINGS LIMITED NON-COMPETITION AND NON-SOLICITATION AGREEMENT
Non-Competition and Non-Solicitation Agreement • September 19th, 2023 • ESGL Holdings LTD • Refuse systems

ESGL HOLDINGS LIMITED (Company no. 395568), an exempted company with limited liability duly incorporated and validly existing under the laws of the Cayman Islands (the “Company”).

NON-COMPETITION AND NON-SOLICITATION AGREEMENT
Non-Competition and Non-Solicitation Agreement • March 15th, 2007 • Universal Display Corp \Pa\ • Electronic components & accessories • New Jersey

This Non-Competition and Non-Solicitation Agreement (this “Agreement”) is between the employee identified in the signature block below (“Employee”) and UDC, Inc., a New Jersey corporation with a place of business at 375 Phillips Blvd., Ewing, New Jersey 08618, together with its affiliates (collectively, “UDC”).

CONVERGEONE HOLDINGS CORP.
Non-Competition and Non-Solicitation Agreement • December 1st, 2017 • Forum Merger Corp • Blank checks • New York

On behalf of ConvergeOne Holdings Corp. (the “Company”), I am pleased to confirm your employment terms agreement (the “Agreement”) with the Company. The effective date of this Agreement (the “Start Date”) will be the Closing Date as defined in that certain Stock Purchase Agreement dated May 12, 2014, by and between the C1 Acquisition Corp. and C-1 Holdings, LLC (as amended, modified, or supplemented from time to time in accordance with its terms, the “Purchase Agreement”). If the anticipated Transactions (as defined in the Purchase Agreement) do not close and/or the Purchase Agreement is terminated in accordance with its terms, this Agreement will have no effect, will not be binding on the Company (or any of its Affiliates) or on you, shall terminate as of the termination of the Purchase Agreement, and neither you nor the Company (or any of its Affiliates, as defined below) shall have rights or obligations hereunder.

NON-COMPETITION AND NON-SOLICITATION AGREEMENT
Non-Competition and Non-Solicitation Agreement • August 2nd, 2023 • TETE Technologies Inc

THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of [_], 2022, by ________________(the “Subject Party”) in favor of and for the benefit of Technology & Telecommunication Acquisition Corporation, a Cayman Islands exempted company (the “Parent”), Super Apps Holdings Sdn. Bhd., a Malaysian private limited company (the “Company”), and each of the Parent’s and/or the Company’s respective present and future Affiliates, successors and direct and indirect subsidiaries (collectively with the Parent and the Company, the “Covered Parties”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.

NON-COMPETITION AND NON-SOLICITATION AGREEMENT
Non-Competition and Non-Solicitation Agreement • August 14th, 2012 • National Patent Development Corp • Miscellaneous manufacturing industries • New York

This NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is made and entered into this 18th day of June, 2012, between Amit S. Khandwala (“Employee”) and National Patent Development Corporation, a Delaware corporation (the “Parent”).

Contract
Non-Competition and Non-Solicitation Agreement • November 5th, 2008 • Brinks Co • Arrangement of transportation of freight & cargo

NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) dated as of October 31, 2008, between THE BRINK’S COMPANY, a Virginia corporation (“Brink’s”), and BRINK’S HOME SECURITY HOLDINGS, INC., a Virginia corporation (“BHS”). Capitalized terms used herein but not otherwise defined herein shall have the meanings set forth in the Separation and Distribution Agreement (as defined below).

NON-COMPETITION AND NON-SOLICITATION AGREEMENT
Non-Competition and Non-Solicitation Agreement • May 9th, 2013 • Marsh & McLennan Companies, Inc. • Insurance agents, brokers & service • New York

This Agreement is entered into in consideration of the (a) Executive’s employment by the Employer in a senior executive position, (b) Executive’s eligibility for certain bonus compensation of Employer, and (c) Executive’s access to confidential information and trade secrets belonging to Employer.

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NON-COMPETITION AND NON-SOLICITATION AGREEMENT
Non-Competition and Non-Solicitation Agreement • September 29th, 2005 • Digital Music Group, Inc. • California

THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is made and entered into as of September 12, 2005 by and among Digital Music Group, Inc., a Delaware corporation (“DMG”), and the undersigned shareholder (“Shareholder”) of Digital Musicworks International, Inc., a California corporation (the “Company”). The Closing Date (as defined in the Merger Agreement (as defined below)) shall be the “Effective Date” of this Agreement.

NON-COMPETITION AND NON-SOLICITATION AGREEMENT
Non-Competition and Non-Solicitation Agreement • August 24th, 2017 • Victory Energy Corp • Crude petroleum & natural gas • Texas

THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of August 21, 2017 by ARMACOR HOLDINGS, LLC, a Delaware limited liability company (the “Covenantor”) in favor of, and for the benefit of, VICTORY ENERGY CORPORATION, a Nevada corporation, (the “Company”), and the other Beneficiaries (as hereinafter defined). Certain capitalized terms used in this Agreement but not otherwise defined shall have the meaning set forth in Section 20 hereof.

CORPORATE EXECUTIVE CONFIDENTIALITY, NON-COMPETITION AND NON-SOLICITATION AGREEMENT
Non-Competition and Non-Solicitation Agreement • February 26th, 2019 • Zimmer Biomet Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Indiana

This Corporate Executive Confidentiality, Non-Competition and Non-Solicitation Agreement (“Agreement”) is made by and between Zimmer, Inc., a corporation having its principal headquarters in Warsaw, Indiana, and ______________________________ (“Employee”).

NON-COMPETITION AND NON-SOLICITATION AGREEMENT
Non-Competition and Non-Solicitation Agreement • February 16th, 2023 • Integrated Wellness Acquisition Corp • Blank checks • Delaware

THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of February 10, 2023, by the undersigned member of the Company (as defined below) (the “Subject Party”) in favor of and for the benefit of IWAC Holdings Inc., a Delaware corporation which will be known after the consummation of the transactions contemplated by the Merger Agreement (as defined below) (the “Closing”) as “Refreshing USA, Inc.” (together with its successors, “Pubco”), Refreshing USA, LLC, a Washington limited liability company (together with its successors, including the Company Surviving Subsidiary (as defined in the Merger Agreement) (the “Company”), and each of Pubco’s and/or the Company’s respective present and future Affiliates, successors and direct and indirect Subsidiaries (including the Purchaser (as defined below)) (collectively with Pubco and the Company, the “Covered Parties”). Any capitalized term used but not defined in this Agreement will have the meanin

NON-COMPETITION AND NON-SOLICITATION AGREEMENT
Non-Competition and Non-Solicitation Agreement • February 14th, 2024 • Semper Paratus Acquisition Corp • Biological products, (no disgnostic substances) • Delaware

THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) has been executed, and is effective as of the Closing Date, by Dr. Ryan Saadi, Chief Executive Officer of the Company and stockholder of the Company (defined below) (the “Subject Party”), in favor of and for the benefit of Semper Paratus Acquisition Corporation, a Cayman Islands exempted company (including any successor entity thereto, the “Purchaser”), and each of the Purchaser’s Affiliates, successors, and direct and indirect Subsidiaries (collectively with the Purchaser, the “Covered Parties”). Any capitalized term used, but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement (defined below).

NON-COMPETITION AND NON-SOLICITATION AGREEMENT
Non-Competition and Non-Solicitation Agreement • March 17th, 2014 • Gleacher & Company, Inc. • Security brokers, dealers & flotation companies • New York

THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (the “Agreement”) is made by and between Broadpoint Securities Group, Inc., a New York corporation and its successors (“Broadpoint”), and the undersigned prospective stockholder (the “Stakeholder”) in Broadpoint.

AMENDED AND RESTATED NON-COMPETITION AND NON-SOLICITATION AGREEMENT
Non-Competition and Non-Solicitation Agreement • November 8th, 2013 • Priceline Com Inc • Services-business services, nec • Connecticut

This Amended and Restated Non-Competition and Non-Solicitation Agreement (the “Agreement”) is dated November 7, 2013 by and between priceline.com Incorporated, a Delaware corporation, and Darren Huston (the “Employee”).

NON-COMPETITION AND NON-SOLICITATION AGREEMENT
Non-Competition and Non-Solicitation Agreement • August 6th, 2012 • DecisionPoint Systems, Inc. • Services-computer programming, data processing, etc. • Oklahoma

THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this "Agreement"), dated as of this 31st day of July, 2012 (the "Effective Date"), is entered into by and between MacroSolve, Inc., an Oklahoma corporation ("MacroSolve") and DecisionPoint Systems, Inc., a Delaware corporation ("DecisionPoint"). Capitalized terms used and not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in that certain Asset Purchase Agreement (the "Asset Purchase Agreement"), dated as of July 31, 2012, by and between MacroSolve and DecisionPoint.

EXECUTION VERSION NON-COMPETITION AND NON-SOLICITATION AGREEMENT
Non-Competition and Non-Solicitation Agreement • May 5th, 2020 • Pennsylvania

THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”), dated as of August 1, 2019 (the “Effective Date”), is entered into by Quaker Chemical Corporation (“Buyer”), a Pennsylvania corporation, Gulf Houghton Lubricants Ltd., a company incorporated in the Cayman Islands (“Gulf Houghton”), Gulf Oil International Limited, a company incorporated in the Cayman Islands (“Gulf International”), and GOCL Corporation Limited, a public limited company incorporated in India (“Gulf Oil” and, together with Gulf Houghton and Gulf International, the “Sellers” and each, a “Seller”). In addition, Gulf Oil Lubricants India, Ltd, a public limited company incorporated in India (“Gulf India”), is executing this Agreement solely for purposes of Section 1(c).

NON-COMPETITION AND NON-SOLICITATION AGREEMENT
Non-Competition and Non-Solicitation Agreement • May 31st, 2022 • Mana Capital Acquisition Corp. • Blank checks • Delaware

This Non-Competition and Non-Solicitation Agreement (this “Agreement”) is entered into as of [●], 2022 by and between Mana Capital Acquisition Corp., a Delaware corporation (“Purchaser”), and [●] (the “Executive”, and together with Purchaser, the “Parties”, and each a “Party”) and will be effective as of the Effective Time (as defined in the Merger Agreement (as defined below)). References to the “Company” in this Agreement shall refer to Purchaser after giving effect to the consummation of the Business Combination (as defined below) and each of Purchaser’s direct and indirect Subsidiaries (including Cardio Diagnostics, Inc.) and any of their respective successors-in-interest.

AMENDED AND RESTATED NON-COMPETITION AND NON-SOLICITATION AGREEMENT
Non-Competition and Non-Solicitation Agreement • December 1st, 2022 • New York Community Bancorp Inc • Savings institutions, not federally chartered • Michigan

THIS AMENDED AND RESTATED NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”), dated as of November 28, 2022, by and among Flagstar Bancorp, Inc. (the “Company”), a Michigan corporation, and Alessandro DiNello (“Executive”) is effective as of the Closing (as defined below) (the “Effective Date”). For purposes of this Agreement, Executive and the Company shall each be a “Party” and shall collectively be the “Parties”.

NON-COMPETITION AND NON-SOLICITATION AGREEMENT
Non-Competition and Non-Solicitation Agreement • December 30th, 2022 • SM Energy Co • Crude petroleum & natural gas • Texas

This Non-Competition and Non-Solicitation Agreement (this “Agreement”) is made by and between David Copeland (“Executive”) and SM Energy Company (“Company”).

NON-COMPETITION AND NON-SOLICITATION AGREEMENT
Non-Competition and Non-Solicitation Agreement • November 16th, 2023 • Tristar Acquisition I Corp. • Blank checks • New York

THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of November 12, 2023, by the undersigned (as defined below) (the “Subject Party”) in favor of and for the benefit of Helport AI Limited, a British Virgin Islands business company (“Pubco”), Tristar Acquisition I Corp, an exempted company incorporated with limited liability in the Cayman Islands (together with its successors, including the Surviving Entity (as defined in the Business Combination Agreement) (“Purchaser”), Helport Limited, a British Virgin Islands business company (the “Company”), Navy Sale International Limited, a British Virgin Islands company (the “Purchaser Representative”), and each of Pubco’s, Purchaser’s, and/or the Company’s present and future Affiliates, successors and direct and indirect Subsidiaries (including the Company) (collectively with Pubco, the Purchaser Representative, Purchaser and the Company, the “Covered Parties”). Any capitalized term used, bu

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