Extract to table

(i) "Employment Agreement" means the Employment Agreement dated as of June 30, 2024, by and between Purchaser and Whitfield-Torres, pursuant to which Whitfield-Torres shall serve as Chief Clinical Officer of the Acquired Business for a three (3)-year term commencing on the Closing Date

Capitalized terms used but not defined in this Agreement shall have the respective meanings ascribed to such terms in the Purchase Agreement

Unless the context otherwise requires: (a) references to the singular shall include the plural and vice versa; (b) references to any gender shall include each other gender; (c) the words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation"; (d) the words "herein," "hereof," "hereunder," and words of similar import shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (e) references to any Section, Article, or Exhibit shall refer to the corresponding Section, Article, or Exhibit of this Agreement; and (f) references to any agreement, document, or instrument shall mean such agreement, document, or instrument as amended, supplemented, or modified from time to time

The headings and captions contained in this Agreement are for convenience of reference only, shall not be deemed part of this Agreement, and shall not affect the construction or interpretation of any provision hereof

During the Restricted Period, Whitfield-Torres shall not, directly or indirectly, whether individually or through any other person, entity, agent, or intermediary: (a) solicit, recruit, hire, engage, or otherwise induce or attempt to induce any Covered Employee to leave the employ of Purchaser or its Affiliates, or to accept employment, an engagement, or a consulting relationship with Whitfield-Torres or with any other person or entity, or encourage, facilitate, or assist any Covered Employee in terminating his or her employment or engagement with Purchaser or its Affiliates; or (b) assist any person or entity in soliciting, recruiting, hiring, or engaging any Covered Employee, including, without limitation, by identifying Covered Employees for recruitment purposes, providing contact information for Covered Employees, or making introductions between Covered Employees and any prospective employer or engager; provided, however, that general advertisements of employment opportunities or general job postings (including on internet job boards, social media platforms, or in publications of general circulation) that are not specifically directed at or targeted toward Covered Employees shall not, by themselves, constitute a violation of this Section 3

through and including June 30, 2032), Whitfield-Torres shall not, directly or indirectly, use, disclose, publish, disseminate, or otherwise make available any Confidential Information to any person or entity, except: (a) as reasonably required in the performance of her duties and responsibilities under the Employment Agreement with Purchaser, and then only to persons who have a need to know such information and who are bound by appropriate confidentiality obligations; (b) with the prior written consent of the Purchaser, which consent may be granted, withheld, conditioned, or revoked in the Purchaser's sole and absolute discretion; or (c) as required by applicable law, regulation, governmental order, subpoena, civil investigative demand, or other legal process, provided that Whitfield-Torres shall, to the extent permitted by law, provide Purchaser with prompt written notice of such requirement prior to making any such disclosure so that Purchaser may seek a protective order or other appropriate remedy, and provided further that Whitfield-Torres shall cooperate with Purchaser in seeking such protective order or other remedy at Purchaser's cost and expense