Exhibit 10.4


 





NON-COMPETITION AND NON-SOLICITATION
AGREEMENT


 


THIS NON-COMPETITION
AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of July 20, 2020,
by Laxminarayan Bhat, Ph.D (the “Subject Party”) in favor of and for the benefit of Tenzing
Acquisition Corp., a British Virgin Islands corporation (together with its successors, including after the Conversion (as defined
below), the “Purchaser”), Reviva Pharmaceuticals, Inc., a Delaware company (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) Tenzing Merger Subsidiary Inc., a Delaware corporation and a wholly-owned subsidiary of
the Purchaser (“Merger Sub”), (iii) Tenzing LLC, in the capacity as the Purchaser Representative under
the Merger Agreement (including any successor Purchaser Representative appointed in accordance therewith, the “Purchaser
Representative”), (iv) Laxminarayan Bhat, Ph.D, in the capacity as the Seller Representative under the Merger Agreement,
and (v) the Company 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, among other matters, upon the consummation
of the transactions contemplated thereby (the “Closing”), (x) the Purchaser will continue out of the
British Virgin Islands and into the State of Delaware so as to re-domicile as and become a Delaware corporation (the “Conversion”),
and (y) Merger Sub will merge with and into the Company, with the Company continuing as the surviving entity (the “Merger”),
and as a result of which, all of the issued and outstanding capital stock of the Company immediately prior to the consummation
of the Merger shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, in exchange for the
right to receive shares of common stock of the Purchaser after the Conversion, and with outstanding in-the-money options and warrants
of the Company being assumed by the Purchaser, in each case, subject to the terms and conditions of the Merger Agreement and in
accordance with the applicable provisions of the of the Delaware General Corporation Law;


 


WHEREAS, the Company,
directly and indirectly through its Subsidiaries, engages in the business of developing and providing chemical genomics driven
platform therapies focusing on central nervous systems (specifically limited to schizophrenia, bipolar disorder, depression, attention
deficit hyperactivity disorder (ADHD), Alzheimer’s, and Parkinson’s diseases), and inflammatory and cardiometabolic
diseases (specifically limited to pulmonary arterial hypertension, idiopathic pulmonary fibrosis and obesity) (together, the “Business”);


 


WHEREAS, in connection
with, and as a condition to the execution and delivery of the Merger Agreement and the consummation of the Conversion, the Merger
and the other transactions contemplated by the Merger Agreement (collectively, 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 and its Subsidiaries, 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 to enter into the Merger Agreement and consummate the Transactions,
pursuant to which the Subject Party will directly or indirectly receive a material benefit; and


 






    


    


    

 


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


 


NOW,
THEREFORE, in order to induce the Purchaser to enter into the Merger Agreement and 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 three (3) year anniversary
of the Closing Date (the “Restricted Period”) the Subject Party will not, and will cause his or her Affiliates
not to, without the prior written consent of the Purchaser (which may be withheld in its sole discretion), anywhere in North America,
Europe or India 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 his or her Affiliates may own
passive investments of no more than two percent (2%) of any class of outstanding equity interests in a Competitor that is publicly
traded, so long as the Subject Party and his or her 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 own education, experience and training, that (i) the Subject Party possesses knowledge of confidential information
of the Company and its Subsidiaries and the Business, (ii) the Subject Party’s execution of this Agreement is a material
inducement to the Purchaser and the Company to consummate the Transactions and to realize the goodwill of the Company and its Subsidiaries,
for which the Subject Party and/or his or her Affiliates will receive a substantial direct or indirect financial benefit, and that
the Purchaser and the Company would not have entered into the Merger Agreement or consummated the Transactions but for the Subject
Party’s agreements set forth in this Agreement; (iii) it would impair the goodwill of the Company and its Subsidiaries and
reduce the value of the assets of the Company and its Subsidiaries and cause serious and irreparable injury if the Subject Party
were to use his or her 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 or her 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.


 






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2.                  
No Solicitation; No Disparagement.


 


(a)                No
Solicitation of Employees and Consultants. The Subject Party agrees that, during the Restricted Period, the Subject Party
and his or her Affiliates will not, 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) 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 (ii) 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 his or her 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 or her 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 or her 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 such date of the relevant act prohibited by this Section 2(a) or during the
one (1) year period preceding such date.


 


(b)               
Non-Solicitation of Customers and Suppliers. The Subject Party agrees that, during the Restricted Period, the Subject
Party and his or her 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 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 taken specific action to make a proposal) of a Covered Party,
as of such date of the relevant act prohibited by this Section 2(b) or during the one (1) year period preceding such date.


 


(c)                Non-Disparagement.
The Subject Party agrees that from and after the Closing until the two (2) year anniversary of the end of the Restricted
Period, the Subject Party and his or her 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. The Purchaser and the
Company, on behalf of themselves and the other Covered Parties agree that from and after the Closing until the two (2) year
anniversary of the end of the Restricted Period, the Covered Parties will not, and such parties will instruct their executive
officers and directors accordingly no to, 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 the Subject Party. Notwithstanding the
foregoing, subject to Section 3 below, the provisions of this Section 2(c) shall not restrict (i) the Subject
Party or his or her Affiliates 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 or his or her Affiliate against any
Covered Party under this Agreement, the Merger Agreement or any other Ancillary Document that is asserted by the Subject
Party or his or her Affiliate in good faith or (ii) any Covered Party (or their executive officers or directors) from
providing truthful testimony or information in response to a subpoena or investigation by a Governmental Authority, or to the
extent required by applicable Law (including any SEC or stock exchange requirement), or in connection with any legal action
by a Covered Party against the Subject Party or his Affiliate under this Agreement, the Merger Agreement or any other
Ancillary Document that is asserted by a Covered Party in good faith.


 






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3.                  
Confidentiality. From and after the Closing Date, the Subject Party will, and will cause his or her 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
information, computer hardware or software, administrative, management, operational, data processing, financial, marketing, customers,
sales, human resources, employees, vendors, 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. Covered Party Information also includes information disclosed to any Covered Party by a
third party to the extent that a Covered Party has an obligation of confidentiality in connection therewith. The obligations set
forth in this Section 3 will not apply to any Covered Party Information where the Subject Party can demonstrate that such
material or information: (i) is known or available through other lawful sources not bound by a confidentiality agreement with,
or other confidentiality obligation with respect to such material or information; (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 at the time of disclosure through lawful sources not bound by a confidentiality agreement
or other confidentiality obligation 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) 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.


 






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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 obtain, and a court of competent jurisdiction may
award, an injunction, restraining order or other equitable relief restraining or preventing such breach or threatened breach, without
the necessity of proving actual damages or that monetary damages would be insufficient or posting bond or security, which the Subject
Party expressly waives (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). The Subject Party
hereby consents to the award of any of the above remedies to the applicable Covered Party in connection with any such breach or
threatened breach. The Subject Party hereby acknowledges and agrees that in the event of any breach of this Agreement, any value
attributed or allocated to this Agreement (or any other non-competition agreement with the Subject Party) under or in connection
with the Merger Agreement shall not be considered a measure of, or a limit on, the damages of the Covered Parties. In the event
of any Action arising out of or relating to this Agreement, the non-prevailing party in any such Action, as determined by the arbitrator
under Section 7(e) or the applicable court of competent jurisdiction, will pay its own expenses and the reasonable documented
out-of-pocket expenses, including reasonable attorneys’ fees and costs, reasonably incurred by the prevailing 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 Representative, the
        Purchaser or the Company (or any other Covered Party), to:

         

        Tenzing LLC

        250 W. 55th Street, Suite 13D

        New York, New York 10019

        Attn.: Rahul Nayar

        Telephone No.: (212) 710-5220

        Email: rnayar@shreecap.com

         
	
        with a copy (that 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.

                   Matthew A. Gray, Esq.

        Facsimile No.: (212) 370-7889

        Telephone No.: (212) 370-1300

        Email: bigrossman@egsllp.com

                    mgray@egsllp.com

         

        and

         

        Reviva Pharmaceuticals, Inc.

        19925 Stevens Creek Blvd., Suite 100

        Cupertino, CA 95014

        Attn: Laxminarayan Bhat, Ph.D

        Facsimile No.: (408) 904.-6270

        Telephone No.: (408) 501-8881

        Email: lbhat@revivapharma.com

         

        and

         

        Lowenstein Sandler LLP

        One Lowenstein Drive

        Roseland, New Jersey 07068

        Attn: Steven M. Skolnick, Esq.

        Facsimile No.: (973) 597-2477

        Telephone No.: (973)597-2476

        Email: sskolnick@lowenstein.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 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 his or her 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 his or her 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 his or her
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 his or her 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 or his or her Affiliate, 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 request, join such Covered Party in requesting that such court take such action.


 






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(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.


 


(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 Santa Clara County, State of California. The language of the arbitration shall be
English.


 






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(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 any state or federal court located in
California (or in any appellate courts thereof) (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.


 


(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. 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)                
Purchaser Representative Authorized to Act on Behalf of Covered Parties. The parties acknowledge and agree that the
Purchaser Representative is authorized and shall have the sole right to act on behalf of Purchaser and the other Covered Parties
under this Agreement, including the right to enforce the Purchaser’s rights and remedies under this Agreement. 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.


 






    9


    


    

 


(j)                 Construction.
The Subject Party acknowledges that the Subject Party has been represented, 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 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
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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:
	 	 
	 	/s/ Laxminarayan Bhat

	 	Laxminarayan
                                         Bhat, Ph. D.

	 	 
	 	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:
	 
	TENZING
    ACQUISITION CORP.
	 
	By:	/s/ Rahul Nayar
	 
	Name:	Rahul Nayar
	Title:	Chief Executive Officer
	 
	The
    Company:
	 
	REVIVA
    PHARMACEUTICALS, INC.
	 
	By:	/s/ Laxminarayan Bhat	 
	Name:	Laxminarayan Bhat
	Title:	Chief Executive Officer




 


{Signature Page to Non-Competition
Agreement}