Contract analysis

ARTICLE I — DEFINITIONS As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the Purchase Agreement.

Section 1.1 "Affiliate" means, with respect to any Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. For purposes of this definition, "control" (including the terms "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction

Section 1.2 "Business" means the design, development, manufacture, marketing, distribution, sale, and servicing of minimally invasive surgical instruments for orthopedic procedures, including without limitation (a) single-use arthroscopic blades (including the PrecisionBlade product line), (b) powered shaver systems, (c) robotic-assisted arthroscopy platforms (including the ArthroNav platform and all current and succ

Section 1.3 "Closing" shall have the meaning ascribed to such term in the Purchase Agreement.

Section 1.4 "Competing Business" means any Person engaged in, or planning to engage in, the Business or any material portion thereof, whether directly or through any subsidiary, division, joint venture, partnership, or other arrangement. For the avoidance of doubt, a "Competing Business" includes any Person that designs, develops, manufactures, markets, distributes, sells, or services minimally invasive surgical inst

Section 1.5 "Confidential Information" means all non-public, proprietary, or confidential information of the Company, Buyer, and their respective Affiliates, regardless of the form in which such information is maintained, including without limitation: (a) trade secrets; (b) customer lists, customer contact information, customer purchasing histories, and customer preferences; (c) supplier and vendor information, inclu

Section 1.6 "Customer" means any Person that (a) was a customer of the Company or any of its subsidiaries at any time during the two (2)-year period preceding the Effective Date, (b) purchased products or services from the Company or any of its subsidiaries at any time during the two (2)-year period preceding the Effective Date, or (c) was being actively solicited by the Company or any of its subsidiaries as a prospe

Section 1.7 "Effective Date" means the date first written above, which shall be the Closing Date under the Purchase Agreement.

Section 1.8 "Employment Agreement" means the employment agreement entered into by the Restricted Party with Buyer (or an Affiliate of Buyer) concurrently with the execution and delivery of this Agreement, as such employment agreement may be amended, restated, supplemented, or otherwise modified from time to time.

Section 1.9 "Person" means any individual, corporation, limited liability company, partnership, joint venture, association, trust, unincorporated organization, governmental authority, or any other entity or body.

Section 1.10 "Purchase Agreement" means the Stock Purchase Agreement, dated as of August 20, 2024, by and among Buyer, the Company, the Sellers party thereto, and Dr. Marcus Ellsworth, as Sellers' Representative, as such agreement may be amended, restated, supplemented, or otherwise modified from time to time.

Section 1.11 "Restricted Period" means the period commencing on the Effective Date and ending on the second (2nd) anniversary of the Termination Date; provided, however, that if the Restricted Party's employment with Buyer and its Affiliates terminates on the Effective Date or if the Restricted Party does not commence employment with Buyer or its Affiliates, the Restricted Period shall mean the period commencing on t

Section 1.12 "Restricted Territory" means (a) the United States of America (including all states, territories, and possessions thereof), (b) each member state of the European Union, (c) the United Kingdom, and (d) any other country, territory, or jurisdiction in which the Company or any of its subsidiaries conducted business, marketed products, sold products, or had customers or distributors as of the Effective Date,

Section 1.13 "Supplier" means any Person that was a supplier, vendor, manufacturer, fabricator, service provider, or other source of goods or services to the Company or any of its subsidiaries at any time during the two (2)-year period preceding the Effective Date.

Section 1.14 "Termination Date" means the date on which the Restricted Party's employment with Buyer and all of its Affiliates ceases for any reason, whether by voluntary resignation, involuntary termination (with or without cause), mutual agreement, retirement, disability, death, or otherwise.

ARTICLE II — NON-COMPETITION COVENANT

Section 2.1 Non-Competition. During the Restricted Period, the Restricted Party shall not, directly or indirectly, alone or in association with any other Person, whether as principal, agent, partner, member, manager, officer, director, employee, consultant, independent contractor, advisor, investor, licensor, licensee, franchisee, or in any other capacity whatsoever: (a) engage in, own, manage, operate, control, part

Section 2.2 Permitted Activities; Exceptions. Notwithstanding the provisions of Section 2.1, nothing in this Agreement shall prohibit or restrict the Restricted Party from: (a) owning, solely as a passive investment, not more than two percent (2%) of the outstanding equity securities of any class of securities of any corporation or other entity that is publicly traded on a national securities exchange or over-the-cou

ARTICLE III — NON-SOLICITATION OF EMPLOYEES

Section 3.1 Employee Non-Solicitation. During the Restricted Period, the Restricted Party shall not, directly or indirectly, whether on the Restricted Party's own behalf or on behalf of any other Person: (a) solicit, recruit, hire, engage, retain, or attempt to solicit, recruit, hire, engage, or retain any employee, consultant, or independent contractor of the Company, Buyer, or any of their respective Affiliates, or

Section 3.2 Exceptions to Employee Non-Solicitation. The restrictions set forth in Section 3.1 shall not prohibit or restrict: (a) general solicitations of employment that are not specifically directed at or targeted toward employees, consultants, or independent contractors of the Company, Buyer, or their Affiliates, including without limitation advertisements published in newspapers, trade journals, industry publica

ARTICLE IV — NON-SOLICITATION OF CUSTOMERS AND SUPPLIERS

Section 4.1 Customer Non-Solicitation. During the Restricted Period, the Restricted Party shall not, directly or indirectly, whether on the Restricted Party's own behalf or on behalf of any other Person: (a) solicit, contact, call upon, service, or do business with any Customer for the purpose of selling, marketing, distributing, or providing any products, services, technologies, or solutions that are competitive wit

Section 4.2 Supplier Non-Interference. During the Restricted Period, the Restricted Party shall not, directly or indirectly, whether on the Restricted Party's own behalf or on behalf of any other Person, interfere with, disrupt, impair, or attempt to interfere with, disrupt, or impair, the relationship between the Company, Buyer, or any of their respective Affiliates, on the one hand, and any Supplier, on the other h

Section 5.1 Non-Disclosure Obligation. The Restricted Party shall not, during or after the Restricted Period, directly or indirectly, use, disclose, disseminate, publish, transfer, or otherwise make available any Confidential Information for any purpose other than the performance of the Restricted Party's duties and responsibilities to Buyer or its Affiliates as set forth in the Employment Agreement or as otherwise a

Section 5.2 Return of Materials. Upon the termination of the Restricted Party's employment with Buyer and its Affiliates for any reason (or at any time upon the written request of Buyer), the Restricted Party shall promptly return to Buyer all documents, files, records, data, notes, memoranda, correspondence, reports, presentations, manuals, drawings, prototypes, samples, devices, equipment, computer hardware, comput

Section 5.3 Defend Trade Secrets Act Notice. Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. § 1833(b)), the Restricted Party is hereby notified that: (a) An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (i) is made in confidence to a Federal, State, or local government official, either directly or indirectly

ARTICLE VI — INTELLECTUAL PROPERTY AND WORK PRODUCT

Section 6.1 Acknowledgment of Company Ownership. The Restricted Party acknowledges and agrees that all inventions, discoveries, improvements, developments, designs, methods, processes, compositions, techniques, works of authorship, software, algorithms, data, databases, formulas, trade secrets, know-how, and other intellectual property and proprietary rights (whether or not patentable, copyrightable, or otherwise pro

Section 6.2 Assignment. To the extent that any Work Product is not already owned by or assigned to the Company, Buyer, or any of their Affiliates (whether by operation of law, by contract, or otherwise), the Restricted Party hereby irrevocably assigns, transfers, and conveys to Buyer all of the Restricted Party's right, title, and interest in and to such Work Product, including all intellectual property rights therei

ARTICLE VII — REASONABLENESS; ACKNOWLEDGMENTS

Section 7.1 Acknowledgment of Reasonableness. The Restricted Party acknowledges and agrees that: (a) The restrictive covenants set forth in Articles II, III, IV, V, and VI of this Agreement are reasonable and necessary in scope, duration, and geographic area to protect the legitimate business interests of Buyer and its Affiliates, including without limitation the goodwill, trade secrets, confidential information, cus

Section 7.2 Independent Covenants. The Restricted Party acknowledges and agrees that each of the restrictive covenants set forth in this Agreement constitutes an independent and severable covenant and obligation. The existence of any claim or cause of action by the Restricted Party against Buyer, the Company, or any of their Affiliates, whether arising under this Agreement, the Purchase Agreement, the Employment Agre

Section 8.1 Injunctive Relief. The Restricted Party acknowledges and agrees that a breach or threatened breach of any of the restrictive covenants or obligations set forth in this Agreement would cause irreparable harm to Buyer and its Affiliates that cannot be adequately compensated by monetary damages alone. Accordingly, in the event of any such breach or threatened breach, Buyer shall be entitled to seek and obtai

Section 8.2 Extension of Restricted Period. If the Restricted Party violates any of the restrictive covenants set forth in Articles II, III, or IV of this Agreement, the Restricted Period applicable to such restrictive covenant shall be automatically tolled and suspended during the period of such violation and shall be extended by a period of time equal to the duration of such violation, so that Buyer receives the fu

Section 8.3 Cumulative Remedies. All rights and remedies available to Buyer under this Agreement, at law, or in equity are cumulative and not exclusive of any other right or remedy. The exercise of any one right or remedy shall not be deemed a waiver or release of any other right or remedy, and Buyer may pursue any and all available remedies simultaneously or in any order.

ARTICLE IX — REFORMATION / BLUE PENCIL

Section 9.1 Judicial Modification. If any court of competent jurisdiction determines that any provision of this Agreement, including without limitation any restrictive covenant set forth in Articles II, III, IV, or V, is unenforceable or invalid because the duration, geographic scope, scope of restricted activities, or any other aspect of such provision is excessive or unreasonable, then the Parties expressly agree t

Section 10.1 Term. This Agreement shall become effective as of the Effective Date and shall remain in full force and effect through the end of the Restricted Period; provided, however, that the confidentiality obligations set forth in Article V shall survive the expiration of the Restricted Period and shall continue in perpetuity, except that with respect to Confidential Information that constitutes a trade secret un

Section 10.2 Survival of Certain Obligations. The obligations of the Restricted Party set forth in Article V (Confidentiality), Article VI (Intellectual Property and Work Product), Article VII (Reasonableness; Acknowledgments), Article VIII (Remedies), and Article IX (Reformation / Blue Pencil), together with the general provisions set forth in Article XII, shall survive the expiration or termination of this Agreemen

ARTICLE XI — REPRESENTATIONS AND WARRANTIES OF THE RESTRICTED PARTY The Restricted Party hereby represents and warrants to Buyer as follows:

Section 11.1 Authority. The Restricted Party has full power, authority, and legal capacity to execute and deliver this Agreement and to perform each of the obligations set forth herein. This Agreement has been duly executed and delivered by the Restricted Party and constitutes the valid, legal, and binding obligation of the Restricted Party, enforceable against the Restricted Party in accordance with its terms, subje

Section 11.2 No Conflict. The execution, delivery, and performance of this Agreement by the Restricted Party does not and will not (a) conflict with, violate, or result in a breach of any provision of any agreement, contract, arrangement, commitment, or obligation to which the Restricted Party is a party or by which the Restricted Party or any of the Restricted Party's properties or assets is bound, (b) violate any o

Section 11.3 Adequate Consideration. The Restricted Party acknowledges and agrees that the consideration received by the Restricted Party in connection with the transactions contemplated by the Purchase Agreement, including without limitation (a) the purchase price paid or payable for the Restricted Party's shares of common stock of the Company (if applicable) and any earnout consideration that may become payable, (b

ARTICLE XII — GENERAL PROVISIONS

Section 12.1 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Delaware, without giving effect to any choice-of-law, conflict-of-law, or similar rules, provisions, or principles (whether of the State of Delaware or any other jurisdiction) that would cause the application of the substantive laws of any jurisdiction other than the State

Section 12.2 Jurisdiction and Venue. Each Party hereby irrevocably and unconditionally submits to the exclusive jurisdiction of (a) the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to exercise jurisdiction, any other state court of the State of Delaware), and (b) the United States District Court for the District of Delaware, for the purposes of any action,

Section 12.3 Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF ANY PARTY IN THE NEGOTIATION, ADMINISTRA

Section 12.4 Entire Agreement. This Agreement, together with the Purchase Agreement, the Employment Agreement, and any exhibits, schedules, annexes, or attachments hereto or thereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, representations, warranties, discussions, and commitmen

Section 12.5 Amendments and Waivers. No amendment, modification, supplement, restatement, or waiver of any provision of this Agreement shall be effective unless it is set forth in a written instrument duly executed by both Buyer (or its authorized successor or assignee) and the Restricted Party. No failure or delay on the part of Buyer in exercising any right, power, or privilege under this Agreement, and no course o

Section 12.6 Assignment. The Restricted Party may not assign, delegate, or otherwise transfer this Agreement, or any of the Restricted Party's rights, interests, or obligations hereunder, in whole or in part, without the prior written consent of Buyer, and any attempted assignment, delegation, or transfer without such consent shall be null and void and of no force or effect. Buyer may freely assign this Agreement, an

Section 12.7 Notices. All notices, requests, demands, consents, waivers, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered by hand or by nationally recognized overnight courier service, (b) when sent by certified or registered mail, return receipt requested, postage prepaid, or (c) when sent by email (with

Section 12.8 Severability. If any term, provision, covenant, or restriction of this Agreement is held by a court of competent jurisdiction or other governmental authority to be invalid, void, or unenforceable, the remainder of the terms, provisions, covenants, and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated, so long as the economic and

Section 12.9 Counterparts and Electronic Signatures. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which, taken together, shall constitute one and the same agreement. Delivery of an executed counterpart of this Agreement by facsimile or by electronic transmission in portable document format (PDF) or any other electronic format shall be effective

Section 12.10 Third-Party Beneficiaries. Except as expressly provided in this Section 12.10, this Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement. No

Section 12.11 Construction. The headings and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. The word "including" (and correlative words such as "include" and "includes") means "including without limitation" or "including but not limited to." All references to "days" in this Agreement shall mean calendar days, unless

Section 12.12 Relationship to Purchase Agreement and Employment Agreement. In the event of a conflict or inconsistency between the terms and provisions of this Agreement, on the one hand, and the terms and provisions of the Purchase Agreement, on the other hand, with respect to the restrictive covenants, non-competition obligations, non-solicitation obligations, confidentiality obligations, or intellectual property o