Exhibit
10.1


 


Final
Form


 


FORM
OF NON-COMPETITION AND NON-SOLICITATION AGREEMENT


 


THIS
NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of May
26, 2022, by [_____________________] (the “Subject Party”) in favor of and for the benefit of Aesther Healthcare
Acquisition Corp. a Delaware corporation, which will be known after the consummation of the transactions contemplated by the Merger
Agreement (as defined below) as “EVGT LTD” (including any successor entity thereto, the “Purchaser”),
United Gear & Assembly, Inc., a Delaware corporation (the “Company”), and each of the Purchaser’s
and/or the Company’s respective present and future 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 Merger Agreement.


 


WHEREAS,
on or about the date hereof, (i) the Purchaser, (ii) AHAC Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary
of the Purchaser (“Merger Sub”), (iii) Aesther Healthcare Sponsor LLC, a Delaware limited liability
company, in the capacity as the Purchaser Representative under the Merger Agreement, (iv) the Company, and (v) United Stars Holdings,
Inc., a Delaware corporation and the sole stockholder of the Company (“United Stars”), entered into that
certain Agreement and Plan of Merger (as amended from time to time in accordance with the terms thereof, the “Merger Agreement”),
pursuant to which, subject to the terms and conditions thereof, Merger Sub will be merged with and into the Company, with the Company
continuing as the surviving entity (the “Merger”), and with the Company’s sole stockholder receiving
the Merger Consideration;


 


WHEREAS,
the Company manufactures and supplies precision metal gears, shafts, and related assemblies to global automotive and equipment manufacturers
(the “Business”). For purposes of this Agreement the term “Business” shall not include the business
and operations, as presently conducted and consistent with past practices, of GearTec, Inc., a Delaware corporation or Precision Gears,
Inc., a Delaware corporation, each of which is a wholly-owned subsidiary of United Stars;


 


WHEREAS,
in connection with, and as a condition to the execution and delivery of the Merger Agreement and the consummation of the Merger and the
other transactions contemplated thereby (the “Transactions”), and to enable the Purchaser to secure more fully
the benefits of the Transactions, including the protection and maintenance of the goodwill and confidential information of the Company,
the Purchaser has required that the Subject Party enter into this Agreement;


 


WHEREAS,
the Subject Party is entering into this Agreement in order to induce the Purchaser and Merger Sub to consummate the Transactions, pursuant
to which the Subject Party will directly or indirectly receive a material benefit; and


 


WHEREAS,
the Subject Party, as a current stockholder, director, officer or senior employee of the Company, has contributed to the value of the
Company and has obtained extensive and valuable knowledge and confidential information concerning the business of the Company.


 


NOW,
THEREFORE, in order to induce the Purchaser to consummate the Transactions, and for other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the Subject Party hereby agrees as follows:


 




    	 



    	 



    

 


1.
Restriction on Competition.


 


(a)
Restriction. The Subject Party hereby agrees that during the period from the Closing until the two (2) year anniversary of the
Closing Date (the “Termination Date”, and such period from the Closing until the Termination Date, the “Restricted
Period”), the Subject Party will not, and will cause its Affiliates not to, without the prior written consent of Purchaser
(which may be withheld in its sole discretion), anywhere in the United States or in any other markets in which the Covered Parties are
engaged, or are actively contemplating to become engaged, in the Business as of the Closing Date or during the Restricted Period (the
“Territory”), directly or indirectly engage in the Business (other than through a Covered Party) or own, manage,
finance or control, or participate in the ownership, management, financing or control of, or become engaged or serve as an officer, director,
member, partner, employee, agent, consultant, advisor or representative of, a business or entity (other than a Covered Party) that engages
in the Business (a “Competitor”). Notwithstanding the foregoing, the Subject Party and its Affiliates may own
passive investments of no more than five percent (5%) of any class of outstanding equity interests in a Competitor that is publicly traded,
so long as the Subject Party and his, her or its Affiliates and immediate family members are not involved in the management or control
of such Competitor (“Permitted Ownership”).


 


(b)
Acknowledgment. The Subject Party acknowledges and agrees, based upon the advice of legal counsel and/or the Subject Party’s
experience, that (i) the Subject Party possesses knowledge of confidential information of the Company and the Business, (ii) the Subject
Party’s execution of this Agreement is a material inducement to Purchaser to consummate the Transactions and to realize the goodwill
of the Company, for which the Subject Party and/or his, her or its Affiliates will receive a substantial direct or indirect financial
benefit, and that the Purchaser would not enter into the Merger Agreement or consummate the Transactions but for the Subject Party’s
agreements set forth in this Agreement; (iii) it would impair the goodwill of the Company and reduce the value of the assets of the Company
and cause serious and irreparable injury if the Subject Party were to use his, her or its ability and knowledge by engaging in the Business
in competition with a Covered Party, and/or to otherwise breach the obligations contained herein and that the Covered Parties would not
have an adequate remedy at law because of the unique nature of the Business, (iv) the Subject Party and his, her or its Affiliates have
no intention of engaging in the Business (other than through the Covered Parties) during the Restricted Period other than through Permitted
Ownership, (v) the relevant public policy aspects of restrictive covenants, covenants not to compete and non-solicitation provisions
have been discussed, and every effort has been made to limit the restrictions placed upon the Subject Party to those that are reasonable
and necessary to protect the Covered Parties’ legitimate interests, (vi) the Covered Parties conduct and intend to conduct the
Business everywhere in the Territory and compete with other businesses that are or could be located in any part of the Territory, (vii)
the foregoing restrictions on competition are fair and reasonable in type of prohibited activity, geographic area covered, scope and
duration, (viii) the consideration provided to the Subject Party under this Agreement and the Merger Agreement is not illusory, and (ix)
such provisions do not impose a greater restraint than is necessary to protect the goodwill or other business interests of the Covered
Parties.


 


2.
No Solicitation; No Disparagement.


 


(a)
No Solicitation of Employees and Consultants. The Subject Party agrees that, during the Restricted Period, the Subject Party will
not, and will not permit his, her or its Affiliates to, without the prior written consent of the Purchaser (which may be withheld in
its sole discretion), either on its own behalf or on behalf of any other Person (other than, if applicable, a Covered Party in the performance
of the Subject Party’s duties on behalf of the Covered Parties), directly or indirectly: (i) hire or engage as an employee, independent
contractor, consultant or otherwise any Covered Personnel (as defined below); (ii) solicit, induce, encourage or otherwise knowingly
cause (or attempt to do any of the foregoing) any Covered Personnel to leave the service (whether as an employee, consultant or independent
contractor) of any Covered Party; or (iii) in any way interfere with or attempt to interfere with the relationship between any Covered
Personnel and any Covered Party; provided, however, the Subject Party and its Affiliates will not be deemed to have violated
this Section 2(a) if any Covered Personnel voluntarily and independently solicits an offer of employment from the Subject Party
or his, her or its Affiliate (or other Person whom any of them is acting on behalf of) by responding to a general advertisement or solicitation
program conducted by or on behalf of the Subject Party or his, her or its Affiliate (or such other Person whom any of them is acting
on behalf of) that is not targeted at such Covered Personnel or Covered Personnel generally. For purposes of this Agreement, “Covered
Personnel” shall mean any Person who is or was an employee, consultant or independent contractor of the Covered Parties,
as of the Closing Date, at any time during the Restricted Period or during the six (6) month period preceding the Closing Date.


 




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(b)
Non-Solicitation of Customers and Suppliers. The Subject Party agrees that, during the Restricted Period, the Subject Party and
his, her or its Affiliates will not, without the prior written consent of the Purchaser (which may be withheld in its sole discretion),
individually or on behalf of any other Person (other than, if applicable, a Covered Party in the performance of the Subject Party’s
duties on behalf of the Covered Parties), directly or indirectly: (i) solicit, induce, encourage or otherwise knowingly cause (or attempt
to do any of the foregoing) any Covered Customer (as defined below) to (A) cease being, or not become, a client or customer of any Covered
Party with respect to the Business or (B) reduce the amount of business of such Covered Customer with any Covered Party, or otherwise
alter such business relationship in a manner adverse to any Covered Party, in either case, with respect to or relating to the Business;
(ii) interfere with or disrupt (or attempt to interfere with or disrupt) the contractual relationship with respect to the Business between
any Covered Party and any Covered Customer; (iii) divert any business with any Covered Customer relating to the Business from a Covered
Party; (iv) solicit for business, provide services to, engage in or do business with, any Covered Customer for products or services that
are part of the Business; or (v) interfere with or disrupt (or attempt to interfere with or disrupt), any Person that was a vendor, supplier,
distributor, agent or other service provider of a Covered Party at the time of such interference or disruption, for a purpose competitive
with a Covered Party as it relates to the Business. For purposes of this Agreement, a “Covered Customer” shall
mean any Person who is or was an actual customer or client (or prospective customer or client with whom a Covered Party actively marketed
or made or has taken specific action to make a proposal to, in each such case to which the Subject Party is aware) of a Covered Party,
as of the Closing Date, at any time during the Restricted Period or during the six (6) month period preceding the Closing Date.


 


(c)
Non-Disparagement. The Subject Party agrees that from and after the Closing until end of the Restricted Period, the Subject Party
and its Affiliates will not, directly or indirectly engage in any conduct that involves the making or publishing (including through electronic
mail distribution or online social media) of any written or oral statements or remarks (including the repetition or distribution of derogatory
rumors, allegations, negative reports or comments) that are disparaging, deleterious or damaging to the integrity, reputation or good
will of one or more Covered Parties or their respective management, officers, employees, independent contractors or consultants. Notwithstanding
the foregoing, subject to Section 3 below, the provisions of this Section 2(c) shall not restrict the Subject Party from
providing truthful testimony or information in response to a subpoena or investigation by a Governmental Authority or in connection with
any legal action by the Subject Party against any Covered Party under this Agreement, the Merger Agreement or any other Ancillary Document
that is asserted by the Subject Party in good faith.


 




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3.
Confidentiality. From and after the Closing Date, the Subject Party will, and will cause its Representatives to, keep confidential
and not (except, if applicable, in the performance of the Subject Party’s duties on behalf of the Covered Parties) directly or
indirectly use, disclose, reveal, publish, transfer or provide access to, any and all Covered Party Information without the prior written
consent of the Purchaser (which may be withheld in its sole discretion). As used in this Agreement, “Covered Party Information”
means all material and information relating to the business, affairs and assets of any Covered Party, including material and information
that concerns or relates to such Covered Party’s bidding and proposal, technical, computer hardware or software, administrative,
management, operational, data processing, financial, marketing, sales, human resources, business development, planning and/or other business
activities, regardless of whether such material and information is maintained in physical, electronic, or other form, that is: (A) gathered,
compiled, generated, produced or maintained by such Covered Party through its Representatives, or provided to such Covered Party by its
suppliers, service providers or customers; and (B) intended and maintained by such Covered Party or its Representatives, suppliers, service
providers or customers to be kept in confidence. The obligations set forth in this Section 3 will not apply to any Covered Party
Information where the Subject Party can prove that such material or information: (i) is known or available through other lawful sources
not known by the Subject Party to be bound by a confidentiality agreement with, or other confidentiality obligation to, any Covered Party;
(ii) is or becomes publicly known through no violation of this Agreement or other non-disclosure obligation of the Subject Party or any
of its Representatives; (iii) is already in the possession of the Subject Party as of the Closing Date through lawful sources not bound
by a confidentiality agreement or other confidentiality obligation to any Covered Party as evidenced by the Subject Party’s documents
and records; or (iv) is required to be disclosed pursuant to an order of any administrative body or court of competent jurisdiction (provided
that (A) to the extent permitted by applicable law, the applicable Covered Party is given reasonable prior written notice, (B) the Subject
Party cooperates (and causes its Representatives to cooperate) with any reasonable request of any Covered Party to seek to prevent or
narrow such disclosure and (C) if after compliance with clauses (A) and (B) such disclosure is still required, the Subject Party and
its Representatives only disclose such portion of the Covered Party Information that is expressly required by such order, as it may be
subsequently narrowed).


 


4.
Representations and Warranties. The Subject Party hereby represents and warrants, to and for the benefit of the Covered Parties as
of the date of this Agreement and as of the Closing Date, that: (a) the Subject Party has full power and capacity to execute and deliver,
and to perform all of the Subject Party’s obligations under, this Agreement; and (b) neither the execution and delivery of this
Agreement nor the performance of the Subject Party’s obligations hereunder will result directly or indirectly in a violation or
breach of any agreement or obligation by which the Subject Party is a party or otherwise bound. By entering into this Agreement, the
Subject Party certifies and acknowledges that the Subject Party has carefully read all of the provisions of this Agreement, and that
the Subject Party voluntarily and knowingly enters into this Agreement.


 


5.
Remedies. The covenants and undertakings of the Subject Party contained in this Agreement relate to matters which are of a special,
unique and extraordinary character and a violation of any of the terms of this Agreement may cause irreparable injury to the Covered
Parties, the amount of which may be impossible to estimate or determine and which cannot be adequately compensated. The Subject Party
agrees that, in the event of any breach or threatened breach by the Subject Party of any covenant or obligation contained in this Agreement,
each applicable Covered Party will be entitled to seek the following remedies (in addition to, and not in lieu of, any other remedy at
law or in equity or pursuant to the Merger Agreement or the other Ancillary Documents that may be available to the Covered Parties, including
monetary damages), and a court of competent jurisdiction may award: (i) an injunction, restraining order or other equitable relief restraining
or preventing such breach or threatened breach, without the necessity of proving actual damages or posting bond or security, which the
Subject Party expressly waives; and (ii) recovery of the Covered Party’s attorneys’ fees and costs incurred in enforcing
the Covered Party’s rights under this Agreement. The Subject Party hereby consents to the award by a court of competent jurisdiction
of any of the above remedies to the applicable Covered Party in connection with any such breach or threatened breach by the Subject Party.


 


6.
Survival of Obligations. The expiration of the Restricted Period will not relieve the Subject Party of any obligation or liability
arising from any breach by the Subject Party of this Agreement during the Restricted Period. The Subject Party further agrees that the
time period during which the covenants contained in Section 1 and Section 2 of this Agreement will be effective will be
computed by excluding from such computation any time during which the Subject Party is in violation of any provision of such Sections.


 




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7.
Miscellaneous.


 


(a)
Notices. All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been
duly given when delivered (i) in person, (ii) by facsimile or other electronic means, with affirmative confirmation of receipt, (iii)
one Business Day after being sent, if sent by reputable, nationally recognized overnight courier service or (iv) three (3) Business Days
after being mailed, if sent by registered or certified mail, pre-paid and return receipt requested, in each case to the applicable party
at the following addresses (or at such other address for a party as shall be specified by like notice):


 


	 

                                                                                                                                      If
    to the Purchaser prior to the Closing, to:

                                                                                                                                       

    Aesther
    Healthcare Acquisition Corp.

    515 Madison Ave, Suite 8078

    New
    York NY 10022

    Attn: Suren Ajjarapu, CEO

    Telephone No.: (813) 601-3533

    Email: suren@aestherhealthcarespac.com
	 

                                                                                                                                      with
    a copy (which will not constitute notice) to:

                                                                                                                                       

    Ellenoff
    Grossman & Schole LLP

    1345 Avenue of the Americas, 11th Floor

    New York, New York 10105

    Attn: Barry I. Grossman, Esq.

    Facsimile No.: (212) 370-7889

    Telephone No.: (212) 370-1300

    Email: bigrossman@egsllp.com

     

	 

                                                                                If
    to the Company prior to the Closing, to:

     

    United
    Gear & Assembly, Inc.

    1700 Livingstone Road

    Hudson,
    WI 54016

    Attn: David Schmitt

    Telephone No.: (608) 368-4607

    Email: dschmitt@ustars.com
	 

                                                                                with
    a copy (that will not constitute notice) to: 

     

    Barack
    Ferrazzano Kirschbaum & Nagelberg LLP

    200 West Madison Street, Suite 3900

    Chicago,
    IL 60606

    Attn:
Joseph T. Ceithaml

Telephone No.: (612) 354-7425

Email: joseph.ceithaml@bfkn.com

	 	 
	 

                                                                                If
    to Purchaser (or any other Covered Party),after the Closing to:

     

    EVGT
    LTD

    1700 Livingstone Road,

    Hudson,
    WI 54016

    Attn:
    David Schmitt

    Telephone
    No.: (608) 368-4607

    Email:
    dschmitt@ustars.com

     

    and

     

    Aesther
    Healthcare Sponsor, LLC

    515
    Madison Ave, Suite 8078

    New
    York, NY 10022

    Attn:
    Mr. Suren Ajjarapu

    Telephone
    No.: (813) 601-3533

    Email:
    suren@aestherhealthcarespac.com
	 

                                                                                with
    a copy (that will not constitute notice) to: 

     

    Barack
    Ferrazzano Kirschbaum & Nagelberg LLP

    200 West Madison Street, Suite 3900

    Chicago,
    IL 60606

    Attn:
    Joseph T. Ceithaml

    Telephone No.: (612) 354-7425

    Email: joseph.ceithaml@bfkn.com

     

    and

     

    Ellenoff
    Grossman & Schole LLP

    1345 Avenue of the Americas, 11th Floor

    New York, New York 10105

    Attn: Barry I. Grossman, Esq.

    Facsimile No.: (212) 370-7889

    Telephone No.: (212) 370-1300

    Email: bigrossman@egsllp.com

	 	 
	If
    to the Subject Party, to:

    the address below the Subject Party’s name on the signature page to this Agreement.


 




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(b)
Integration and Non-Exclusivity. This Agreement, the Merger Agreement and the other Ancillary Documents to which the Subject Party
is a party contain the entire agreement between the Subject Party and the Covered Parties concerning the subject matter hereof. Notwithstanding
the foregoing, the rights and remedies of the Covered Parties under this Agreement are not exclusive of or limited by any other rights
or remedies which they may have, whether at law, in equity, by contract or otherwise, all of which will be cumulative (and not alternative).
Without limiting the generality of the foregoing, the rights and remedies of the Covered Parties, and the obligations and liabilities
of the Subject Party and its Affiliates, under this Agreement, are in addition to their respective rights, remedies, obligations and
liabilities (i) under the laws of unfair competition, misappropriation of trade secrets, or other requirements of statutory or common
law, or any applicable rules and regulations and (ii) otherwise conferred by contract, including the Merger Agreement and any other written
agreement between the Subject Party or its Affiliate and any of the Covered Parties. Nothing in the Merger Agreement will limit any of
the obligations, liabilities, rights or remedies of the Subject Party or the Covered Parties under this Agreement, nor will any breach
of the Merger Agreement or any other agreement between the Subject Party or its Affiliate and any of the Covered Parties limit or otherwise
affect any right or remedy of the Covered Parties under this Agreement. If any term or condition of any other agreement between the Subject
Party or its Affiliate and any of the Covered Parties conflicts or is inconsistent with the terms and conditions of this Agreement, the
more restrictive terms will control as to the Subject Party, the Covered Parties or their respective Affiliates, as applicable.


 


(c)
Severability; Reformation. Each provision of this Agreement is separable from every other provision of this Agreement. If any
provision of this Agreement is found or held to be invalid, illegal or unenforceable, in whole or in part, by a court of competent jurisdiction,
then (i) such provision will be deemed amended to conform to applicable laws so as to be valid, legal and enforceable to the fullest
possible extent, (ii) the invalidity, illegality or unenforceability of such provision will not affect the validity, legality or enforceability
of such provision under any other circumstances or in any other jurisdiction, and (iii) the invalidity, illegality or unenforceability
of such provision will not affect the validity, legality or enforceability of the remainder of such provision or the validity, legality
or enforceability of any other provision of this Agreement. The Subject Party and the Covered Parties will substitute for any invalid,
illegal or unenforceable provision a suitable and equitable provision that carries out, so far as may be valid, legal and enforceable,
the intent and purpose of such invalid, illegal or unenforceable provision. Without limiting the foregoing, if any court of competent
jurisdiction determines that any part hereof is unenforceable because of the duration, geographic area covered, scope of such provision,
or otherwise, such court will have the power to reduce the duration, geographic area covered or scope of such provision, as the case
may be, and, in its reduced form, such provision will then be enforceable. The Subject Party will, at a Covered Party’s reasonable
request, join such Covered Party in requesting that such court take such action.


 


(d)
Amendment; Waiver. This Agreement may not be amended or modified in any respect, except by a written agreement executed by the
Subject Party, the Purchaser and the Purchaser Representative (or their respective permitted successors or assigns). No waiver will be
effective unless it is expressly set forth in a written instrument executed by the waiving party (and if such waiving party is a Covered
Party, the Purchaser Representative) and any such waiver will have no effect except in the specific instance in which it is given. Any
delay or omission by a party in exercising its rights under this Agreement, or failure to insist upon strict compliance with any term,
covenant, or condition of this Agreement will not be deemed a waiver of such term, covenant, condition or right, nor will any waiver
or relinquishment of any right or power under this Agreement at any time or times be deemed a waiver or relinquishment of such right
or power at any other time or times.


 




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(e)
Dispute Resolution. Any dispute, difference, controversy or claim arising in connection with or related or incidental to, or question
occurring under, this Agreement or the subject matter hereof (other than applications for a temporary restraining order, preliminary
injunction, permanent injunction or other equitable relief or application for enforcement of a resolution under this Section 7(e))
(a “Dispute”) shall be governed by this Section 7(e). A party must, in the first instance, provide written
notice of any Disputes to the other parties subject to such Dispute, which notice must provide a reasonably detailed description of the
matters subject to the Dispute. Any Dispute that is not resolved may at any time after the delivery of such notice immediately be referred
to and finally resolved by arbitration pursuant to the then-existing Expedited Procedures of the Commercial Arbitration Rules (the “AAA
Procedures”) of the American Arbitration Association (the “AAA”). Any party involved in such
Dispute may submit the Dispute to the AAA to commence the proceedings after the Resolution Period. To the extent that the AAA Procedures
and this Agreement are in conflict, the terms of this Agreement shall control. The arbitration shall be conducted by one arbitrator nominated
by the AAA promptly (but in any event within five (5) Business Days) after the submission of the Dispute to the AAA and reasonably acceptable
to each party subject to the Dispute, which arbitrator shall be a commercial lawyer with substantial experience arbitrating disputes
under acquisition agreements. The arbitrator shall accept his or her appointment and begin the arbitration process promptly (but in any
event within five (5) Business Days) after his or her nomination and acceptance by the parties subject to the Dispute. The proceedings
shall be streamlined and efficient. The arbitrator shall decide the Dispute in accordance with the substantive law of the State of Delaware.
Time is of the essence. Each party shall submit a proposal for resolution of the Dispute to the arbitrator within twenty (20) days after
confirmation of the appointment of the arbitrator. The arbitrator shall have the power to order any party to do, or to refrain from doing,
anything consistent with this Agreement, the Ancillary Documents and applicable Law, including to perform its contractual obligation(s);
provided, that the arbitrator shall be limited to ordering pursuant to the foregoing power (and, for the avoidance of doubt, shall
order) the relevant party (or parties, as applicable) to comply with only one or the other of the proposals. The arbitrator’s award
shall be in writing and shall include a reasonable explanation of the arbitrator’s reason(s) for selecting one or the other proposal.
The seat of arbitration shall be in New York County, State of New York. The language of the arbitration shall be English.


 


(f)
Governing Law; Jurisdiction. This Agreement shall be governed by, construed and enforced in accordance with the Laws of the State
of Delaware without regard to the conflict of laws principles thereof. Subject to Section 7(e), all Actions arising out of or
relating to this Agreement shall be heard and determined exclusively in the Court of Chancery of the State of Delaware (or, to the extent
such Court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire jurisdiction,
in the United States District Court for the District of Delaware (provided that if aforementioned courts are closed as a result of a
force majeure event, then the Parties hereby agree to submit to the jurisdiction of the United States District Court for the Southern
District of New York, if it is open) (the “Specified Courts”). Subject to Section 7(e), each party hereto
hereby (a) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this
Agreement brought by any party hereto, (b) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any
such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or
immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or
that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court and (c) waives any bond,
surety or other security that might be required of any other party with respect thereto. Each party agrees that a final judgment in any
Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law
or in equity. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or
proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of
copies of such process to such party at the applicable address set forth in Section 7(a). Nothing in this Section 7(f)
shall affect the right of any party to serve legal process in any other manner permitted by Law.


 




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(g)
WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT
MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (B) ACKNOWLEDGES
THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS
IN THIS SECTION 7(g). ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 7(g) WITH ANY COURT AS
WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.


 


(h)
Successors and Assigns; Third Party Beneficiaries. This Agreement will be binding upon the Subject Party and the Subject Party’s
estate, successors and assigns, and will inure to the benefit of the Covered Parties, and their respective successors and assigns. Each
Covered Party may freely assign any or all of its rights under this Agreement, at any time, in whole or in part, to any Person which
acquires, in one or more transactions, at least a majority of the equity securities (whether by equity sale, merger or otherwise) of
such Covered Party or all or substantially all of the assets of such Covered Party and its Subsidiaries, taken as a whole, without obtaining
the consent or approval of the Subject Party. The Subject Party agrees that the obligations of the Subject Party under this Agreement
are personal and will not be assigned by the Subject Party without the prior written consent of the Purchaser and Purchaser Representative;
provided, however, that the Subject Party may assign this Agreement in connection with any Company Reorganization and the
assignee thereto shall become the Subject Party for purposes of this Agreement subsequent to any such Company Reorganization. Each of
the Covered Parties are express third party beneficiaries of this Agreement and will be considered parties under and for purposes of
this Agreement.


 


(i)
Authority to Act on Behalf of Covered Parties. The parties acknowledge and agree that from and after the Closing, the Disinterested
Independent Directors, by a majority of the Disinterested Independent Directors, are authorized and shall have the sole right to act
on behalf of the Covered Parties under this Agreement, including the right to enforce the Covered Parties’ rights and remedies
under this Agreement. For purposes of this Agreement, a “Disinterested Independent Director” means an independent
director serving on the Purchaser’s board of directors at the applicable time of determination that is disinterested in this Agreement
(i.e., such independent director is not the Subject Party, an Affiliate of the Subject Party, or an officer, director, manager, employee,
trustee or beneficiary of the Subject Party or such Affiliate, nor an immediate family member of any of the foregoing). Without limiting
the foregoing, in the event that the Subject Party serves as a director, officer, employee or other authorized agent of a Covered Party,
the Subject Party shall have no authority, express or implied, to act or make any determination on behalf of a Covered Party in connection
with this Agreement or any dispute or Action with respect hereto.


 




    	8



    	 



    

 


(j)
Construction. The Subject Party acknowledges that the Subject Party has been represented by counsel, or had the opportunity to
be represented by counsel of the Subject Party’s choice. Any rule of construction to the effect that ambiguities are to be resolved
against the drafting party will not be applied in the construction or interpretation of this Agreement. Neither the drafting history
nor the negotiating history of this Agreement will be used or referred to in connection with the construction or interpretation of this
Agreement. The headings and subheadings contained in this Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement. In this Agreement: (i) the words “include,” “includes” and “including”
when used herein shall be deemed in each case to be followed by the words “without limitation”; (ii) the definitions contained
herein are applicable to the singular as well as the plural forms of such terms; (iii) whenever required by the context, any pronoun
shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include
the plural and vice versa; (iv) the words “herein,” “hereto,” and “hereby” and other words of similar
import shall be deemed in each case to refer to this Agreement as a whole and not to any particular Section or other subdivision of this
Agreement; (v) the word “if” and other words of similar import when used herein shall be deemed in each case to be followed
by the phrase “and only if”; (vi) the term “or” means “and/or”; and (vii) any agreement or instrument
defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as from
time to time amended, modified or supplemented, including by waiver or consent and references to all attachments thereto and instruments
incorporated therein.


 


(k)
Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts,
each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.
A photocopy, faxed, scanned and/or emailed copy of this Agreement or any signature page to this Agreement, shall have the same validity
and enforceability as an originally signed copy.


 


(l)
Effectiveness. This Agreement shall be binding upon the Subject Party upon the Subject Party’s execution and delivery of
this Agreement, but this Agreement shall only become effective and the Subject Party’s obligations hereunder shall only begin upon
the consummation of the Transactions. In the event that the Merger Agreement is validly terminated in accordance with its terms prior
to the consummation of the Transactions, this Agreement shall automatically terminate and become null and void, and the parties shall
have no obligations hereunder.


 


[Remainder
of Page Intentionally Left Blank; Signature Page Follows]


 




    	9



    	 



    

 


IN
WITNESS WHEREOF, the undersigned has duly executed and delivered this Non-Competition and Non-Solicitation Agreement as of the date first
written above.


 


	 	Subject Party:
	 	 
	 	[_______________________________________________]



 





	 	By:	 
	 	Name:	 
	 	Title:	 



 


	 	Address for Notice:
	 	 	 
	 	Address:	 
	 	 
	 	 
	 	Facsimile No.:	 
	 	Telephone No.:	 
	 	Email:	 




 


{Signature
Page to Non-Competition Agreement}


 




    	 



    	 



    

 


Acknowledged
and accepted as of the date first written above:


 


	The
    Purchaser: 	 
	 	 	 
	AESTHER
    HEALTHCARE ACQUISITION CORP.	 
	 	 	 
	By:	                	 
	Name:	 	 
	Title:	 	 
	 	 	 
	The
    Company:	 
	 	 	 
	UNITED
    GEAR & ASSEMBLY, INC.	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 
	 	 	 
	The
    Purchaser Representative:	 
	 	 	 
	AESTHER
    HEALTHCARE SPONSOR, LLC	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 


 


{Signature
Page to Non-Competition Agreement}