Common use of Non-Competition and Non-Solicitation Clause in Contracts

Non-Competition and Non-Solicitation. (i) Subject to the exceptions set forth in Section 9(c)(iii), the Seller agrees that, for a period of 12 months after the Closing Date, the Seller and its Affiliates shall not, within North America (the “Territory”): (A) Participate or engage in any business performing Data Center Services, whether directly or indirectly, as an director, officer, owner, member, stockholder, partner, proprietor, joint venturer, employee, consultant, independent contractor, agent or otherwise; (B) Solicit (directly or indirectly, for its own account, or for the account of others) orders for services or products of a kind or nature like or similar to the Data Center Services performed by the Business, or products sold by the Business, from any party that was a client or customer of the Business, or which the Business was soliciting to be its client or customer, during the twelve (12) month period preceding the Closing Date; (C) Hire, or solicit for employment, any individual who within the twelve (12) month period prior to such employment or solicitation, was an employee of the Buyer or the Business, or induce or attempt to induce any employee of the Buyer or the Business to terminate his or her employment with the Buyer or the Business, provided that with respect to T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇, the restriction in this Section 9(c)(i)(C) will apply for a period of two years after the Closing Date; (D) Urge any client or customer, or potential client or customer, of the Buyer or the Business to discontinue business, in whole or in part, or not to do business, with the Buyer or the Business. (ii) The Seller expressly acknowledges and agrees (A) that the restrictions set forth herein are reasonable, in terms of scope, duration, geographic area, and otherwise, (B) that the protections afforded to the Buyer hereunder are necessary to protect its legitimate business interests, and (C) that the agreement to observe such restrictions form a material part of the consideration for this Agreement. If any restriction set forth in this Section 9(c) is held by a court of competent jurisdiction to be unreasonable, unlawful or unenforceable with respect to one or more geographic areas, lines of business and/or months of duration, then the Seller agrees, and hereby submits, to the reduction and limitation of such restriction, and the Parties hereto do hereby expressly authorize any court of competent jurisdiction to enforce any such provision or portion thereof or to modify any such provision or portion thereof in order that any such provision or portion thereof shall be enforced by such court to the fullest extent permitted by Applicable Laws. Notwithstanding any of the foregoing, if any Applicable Law shall reduce the time period during which the Seller shall be prohibited from engaging in any competitive activity described in this Section 9(c), the period of time for which the Seller shall be prohibited from engaging in competitive activities pursuant to this Section 9(c) shall be the maximum time permitted by such Applicable Law. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Section 9(c) were not performed in accordance with their specific terms. Because the amount of damages that might be sustained by the Buyer resulting from or arising out of a breach of any provision of this Section 9(c) are uncertain and not ascertainable at this time, in the event of a breach or violation of the terms or conditions of this Section 9(c), the Buyer shall be entitled to damages in the amount of fifty percent (50%) of the Gross Margin received by the Seller or its Affiliates resulting from the breach or violation of this Section 9(c), provided that the maximum aggregate amount payable pursuant to this Section 9(c)(ii) shall be equal to the Purchase Price. (iii) Notwithstanding anything set forth in Section 9(c)(i) above, the Buyer acknowledges and agrees that: (A) the Seller or its Affiliates may, in the Territory, solicit orders for Data Center Services and products related thereto from, and provide Data Center Services and products related thereto to, those specific customers identified on Schedule 9(c)(iii); (B) the Seller or its Affiliates may provide Configuration Services and Fulfillment Services; and (C) pursuant to the Transition Services Agreement, T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be permitted to provide certain consulting services to the Seller from and after the Closing Date; provided, however, that except with respect to the first customer specifically identified on Schedule 9(c)(iii), the Seller shall not (1) use the Navio software in the Territory during the period specified in the Navio License Agreement; or (2) engage T▇▇▇▇▇ ▇▇▇▇▇ or M▇▇▇▇▇▇ ▇▇▇▇▇▇ to provide consulting services in the Territory in connection with the activities described in Sections 9(c)(iii)(A) and (B) above.

Non-Competition and Non-Solicitation. As an inducement to Parent, CDPQ and the Merger Sub to consummate the transactions contemplated by the Merger Agreement, except as otherwise provided for herein, Covenantor hereby covenants and agrees that during the period (the “Non-Competition Period”) from the date hereof through the later of (i) Subject to the exceptions set forth fifth anniversary of the date hereof, or (ii) the first anniversary of the date of termination of Covenantor’s employment with the Company in Section 9(c)(iii)accordance with the Employment Agreement, the Seller agrees that, for a period of 12 months after the Closing Date, the Seller and its Affiliates shall he will not, within North America (the “Territory”): (A) Participate or engage in any business performing Data Center Servicesas a stockholder, whether directly or indirectly, as an director, officer, owneragent, member, stockholderbroker, partner, individual proprietor, joint venturer, employeelender, consultant, independent contractor, agent member or in association with any other Person or otherwise; (B) Solicit (, except on behalf of the Company, directly or indirectly, for its own account, or for the account and regardless of others) orders for services or products of a kind or nature like or similar his continuing to the Data Center Services performed be employed by the Business, Company or products sold the reason for his ceasing to be employed by the Business, from Company: (a) engage in or have a financial interest in any party that was a client other business or customer enterprise which is competitive with any of the Business, businesses engaged in by the Company anywhere in the United States of America or which elsewhere in the Business was soliciting to be its client or customer, during world at the twelve (12) month period preceding the Closing Date; (C) Hire, or solicit for employment, any individual who within the twelve (12) month period prior to such employment or solicitation, was an employee time of the Buyer or the Business, or induce or attempt to induce any employee termination of the Buyer or the Business to terminate his or her Covenantor’s employment with the Buyer Company, except that Covenantor may (i) engage in activities otherwise permitted pursuant to Section 1(b) of the Employment Agreement, whether or not competitive with the BusinessCompany; (ii) hold not more than 5% of the outstanding securities of any class of any publicly held company; and (iii) hold passively not more than the lesser of (x) $1,000,000 of indebtedness for borrowed money or (y) 5% of the consolidated indebtedness for borrowed money, provided of any one person or entity that with respect to Tdoes not have the words “▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇, the restriction in this Section 9(c)(i)(C) will apply for a period of two years after the Closing Date; (D) Urge any client ” or customer, or potential client or customer, of the Buyer or the Business to discontinue business, in whole or in part, or not to do business, with the Buyer or the Business. (ii) The Seller expressly acknowledges and agrees (A) that the restrictions set forth herein are reasonable, in terms of scope, duration, geographic area, and otherwise, (B) that the protections afforded to the Buyer hereunder are necessary to protect its legitimate business interests, and (C) that the agreement to observe such restrictions form a material part of the consideration for this Agreement. If any restriction set forth in this Section 9(c) is held by a court of competent jurisdiction to be unreasonable, unlawful or unenforceable with respect to one or more geographic areas, lines of business and/or months of duration, then the Seller agrees, and hereby submits, to the reduction and limitation of such restriction, and the Parties hereto do hereby expressly authorize any court of competent jurisdiction to enforce any such provision or portion thereof or to modify any such provision or portion thereof in order that any such provision or portion thereof shall be enforced by such court to the fullest extent permitted by Applicable Laws. Notwithstanding any of the foregoing, if any Applicable Law shall reduce the time period during which the Seller shall be prohibited from engaging in any competitive activity described in this Section 9(c), the period of time for which the Seller shall be prohibited from engaging in competitive activities pursuant to this Section 9(c) shall be the maximum time permitted by such Applicable Law. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Section 9(c) were not performed in accordance with their specific terms. Because the amount of damages that might be sustained by the Buyer resulting from or arising out of a breach of any provision of this Section 9(c) are uncertain and not ascertainable at this time, in the event of a breach or violation of the terms or conditions of this Section 9(c), the Buyer shall be entitled to damages in the amount of fifty percent (50%) of the Gross Margin received by the Seller or its Affiliates resulting from the breach or violation of this Section 9(c), provided that the maximum aggregate amount payable pursuant to this Section 9(c)(ii) shall be equal to the Purchase Price. (iii) Notwithstanding anything set forth in Section 9(c)(i) above, the Buyer acknowledges and agrees that: (A) the Seller or its Affiliates may, in the Territory, solicit orders for Data Center Services and products related thereto from, and provide Data Center Services and products related thereto to, those specific customers identified on Schedule 9(c)(iii); (B) the Seller or its Affiliates may provide Configuration Services and Fulfillment Services; and (C) pursuant to the Transition Services Agreement, T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇“▇▇▇▇ ▇▇▇▇▇▇ ” as part of its name or d/b/a; provided that this Section 2(a) shall be permitted not prohibit the Executive from holding more than 5% of the outstanding securities of any class of capital stock of Parent; (b) attempt in any manner to provide certain consulting services persuade or cause any client to cease to do business or to reduce the amount of business which any such client has customarily done or is reasonably expected to do with the Company, whether or not the relationship between the Company and such client was originally established in whole or in part through Covenantor’s efforts; or (c) except for any personal assistants to the Seller from and after Covenantor, solicit for employment anyone who is then or at any time during the Closing Date; provided, however, that except with respect preceding twelve months was an employee of or exclusive consultant to the first customer specifically identified on Schedule 9(c)(iiiCompany, or persuade or attempt to persuade any employee of or exclusive consultant to the Company to leave the employ of the Company or to become employed as an employee or retained as a consultant by the Covenantor or any other Person; or (d) except as permitted under Section 1(b) of the Employment Agreement, render to or for any client any services of the type which are rendered by the Company in the normal course of its operations. Notwithstanding anything set forth herein, if Covenantor’s employment with the Company is terminated Without Cause (as defined in the Employment Agreement), the Seller Non-Competition Period and the restrictions set forth in this Section 2 shall not (1) use the Navio software in the Territory during the period specified in the Navio License Agreement; or (2) engage T▇▇▇▇▇ ▇▇▇▇▇ or M▇▇▇▇▇▇ ▇▇▇▇▇▇ to provide consulting services in the Territory in connection with the activities described in Sections 9(c)(iii)(A) and (B) aboveimmediately terminate.

Non-Competition and Non-Solicitation. (a) Employee agrees that he will not: (i) Subject to anywhere within the exceptions set forth in Section 9(c)(iii)United States, the Seller agrees thatengage, for a period of 12 months after the Closing Date, the Seller and its Affiliates shall not, within North America (the “Territory”): (A) Participate or engage in any business performing Data Center Services, whether directly or indirectly, alone or as an directora shareholder (other than as a holder of less than ten percent (10%) of the common stock of any publicly traded corporation), partner, officer, owner, member, stockholder, partner, proprietor, joint venturerdirector, employee, consultant, independent contractor, agent consultant or otherwise; (B) Solicit (directly or indirectly, for its own accountadvisor, or otherwise in any way participate in or become associated with, any other business organization that is engaged or becomes engaged in any business that is the same or substantially identical business of the Company, or is directly competitive with, any business activity that the Company is conducting at the time of the Employee’s termination or has notified the Employee that it proposes to conduct and for which the account of others) orders for services or products of a kind or nature like or similar Company has, prior to the Data Center Services performed by time of such termination, expended substantial resources (the Business, or products sold by the Business, from any party that was a client or customer of the Business, or which the Business was soliciting to be its client or customer, during the twelve (12) month period preceding the Closing Date; (C) Hire, or solicit for employment, any individual who within the twelve (12) month period prior to such employment or solicitation, was an employee of the Buyer or the Business, or induce or attempt to induce any employee of the Buyer or the Business to terminate his or her employment with the Buyer or the Business, provided that with respect to T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇, the restriction in this Section 9(c)(i)(C) will apply for a period of two years after the Closing Date; (D) Urge any client or customer, or potential client or customer, of the Buyer or the Business to discontinue business, in whole or in part, or not to do business, with the Buyer or the Business.“Designated Industry”), (ii) The Seller expressly acknowledges and agrees (A) that the restrictions set forth herein are reasonable, in terms of scope, duration, geographic area, and otherwise, (B) that the protections afforded divert to the Buyer hereunder are necessary to protect its legitimate business interests, and (C) that the agreement to observe such restrictions form a material part any competitor of the consideration for this Agreement. If Company any restriction set forth in this Section 9(ccustomer of the Company, or (iii) is held by a court solicit any employee, contributor or faculty member of competent jurisdiction the Company to change its relationship with the Company, or hire or offer employment to any person to whom the Employee actually knows the Company has offered employment. (b) Employee agrees to be unreasonable, unlawful or unenforceable with respect to one or more geographic areas, lines of business and/or months of duration, then the Seller agrees, and hereby submits, to the reduction and limitation of such restriction, and the Parties hereto do hereby expressly authorize any court of competent jurisdiction to enforce any such provision or portion thereof or to modify any such provision or portion thereof in order that any such provision or portion thereof shall be enforced bound by such court to the fullest extent permitted by Applicable Laws. Notwithstanding any of the foregoing, if any Applicable Law shall reduce the time period during which the Seller shall be prohibited from engaging in any competitive activity described in this Section 9(c), the period of time for which the Seller shall be prohibited from engaging in competitive activities pursuant to this Section 9(c) shall be the maximum time permitted by such Applicable Law. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Section 9(c) were not performed 10 in accordance with their specific termsconsideration for the Company’s employment of Employee, payment of the compensation and benefits provided under Section 5 and Section 6 above and the covenants and agreements set forth herein. Because the amount of damages that might be sustained by the Buyer resulting from or arising out of a breach of any provision The provisions of this Section 9(c10 shall apply during the term of Employee’s employment with the Company and for a period of one (1) are uncertain and not ascertainable year following termination of Employee’s employment with the Company for any reason, whether such termination is at this time, in the event initiative of a breach Employee or violation the Company or before or after expiration of the terms or conditions of this Section 9(c), the Buyer shall be entitled to damages in the amount of fifty percent (50%) of the Gross Margin received by the Seller or its Affiliates resulting from the breach or violation of this Section 9(c), provided that the maximum aggregate amount payable pursuant to this Section 9(c)(ii) shall be equal to the Purchase Price. (iii) Notwithstanding anything set forth in Section 9(c)(i) above, the Buyer acknowledges and agrees that: (A) the Seller or its Affiliates may, in the Territory, solicit orders for Data Center Services and products related thereto from, and provide Data Center Services and products related thereto to, those specific customers identified on Schedule 9(c)(iii); (B) the Seller or its Affiliates may provide Configuration Services and Fulfillment Services; and (C) pursuant to the Transition Services Agreement, T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be permitted to provide certain consulting services to the Seller from and after the Closing DateTerm; provided, however, that except the provisions of this Section 10 shall cease to apply immediately upon any Change in Control as defined in Section 7 of this Agreement or in the event that the Company terminates Employee’s employment for no reason or for any reason other than Cause during the Term. The parties agree that the provisions of this Section 10 shall survive any termination of this Agreement, Employee will continue to be bound by the provisions of this Section 10 until their expiration and Employee shall not be entitled to any compensation from the Company with respect thereto except as provided under this Agreement. (c) Employee acknowledges that the provisions of this Section 10 are essential to protect the first customer specifically identified on Schedule 9(c)(iii)business and goodwill of the Company. If at any time the provisions of this Section 10 shall be determined to be invalid or unenforceable by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 10 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the Seller court or other body having jurisdiction over the matter; and the Employee agrees that this Section 10 as so amended shall be valid and binding as though any invalid or unenforceable provision had not (1) use the Navio software in the Territory during the period specified in the Navio License Agreement; or (2) engage T▇▇▇▇▇ ▇▇▇▇▇ or M▇▇▇▇▇▇ ▇▇▇▇▇▇ to provide consulting services in the Territory in connection with the activities described in Sections 9(c)(iii)(A) and (B) abovebeen included herein.

Non-Competition and Non-Solicitation. (ia) Subject In consideration of CSI Confidential Information acquired by the Company and the Partnership Group and the other Confidential Information being provided, and which the Company herein agrees to provide in the future, to the exceptions set forth Employee as stated in Section 9(c)(iii5.1 hereof, and other good and valuable new consideration as stated in this Agreement and as provided to the Employee as of the Effective Date, including, without limitation, employment with the Company, the Phantom Units being granted by the Partnership pursuant to Section 3.3(a), and the Seller agrees thatbusiness relationships, for a period Partnership Group goodwill, work experience, client, customer and/or vendor relationships and other benefits of 12 months after employment that the Closing DateEmployee will have the opportunity to obtain, use and develop under this Agreement, the Seller Employee agrees to the restrictive covenants stated in this Section 5.3. (b) During the Employment Period and its Affiliates shall until the end of the Restricted Period, the Employee agrees that the Employee will not, within North America (the “Territory”): (A) Participate or engage in any business performing Data Center Services, whether directly or indirectly, on the Employee’s own behalf or on the behalf of any other Person, within the Restricted Area: (i) engage in a Competing Business, including, without limitation, by owning, managing, operating, controlling, being employed by, providing services as an directora consultant or independent contractor to or participating in the ownership, officermanagement, owner, member, stockholder, partner, proprietor, joint venturer, employee, consultant, independent contractor, agent operation or otherwisecontrol of any Competing Business; (Bii) Solicit (directly or indirectly, for its own account, or for the account of others) orders for services or products of a kind or nature like or similar to the Data Center Services performed by the Business, or products sold by the Business, from any party that was a client or customer of the Business, or which the Business was soliciting to be its client or customer, during the twelve (12) month period preceding the Closing Date; (C) Hire, or solicit for employment, any individual who within the twelve (12) month period prior to such employment or solicitation, was an employee of the Buyer or the Business, or induce or attempt to induce any customer, vendor, supplier, licensor or other Person in a current or previous business relationship with any member of the Partnership Group, (A) to do business with a Competing Business or (B) to cease, restrict, terminate or otherwise reduce business with any member of the Partnership Group, in each case regardless of whether the Employee initiates contact; or (iii) (A) solicit, recruit, persuade, influence or induce, or attempt to solicit, recruit, persuade, influence or induce anyone employed by any member of the Partnership Group (including any former employees of CSI who are employed by any member of the Partnership Group as part of the Transaction), to cease or leave their employment relationship with any member of the Partnership Group, or (B) hire, employ or otherwise attempt to establish, for any Person, any employment, consulting, independent contractor or other business relationship with any Person who is or was during the prior twelve (12) months employed by any member of the Partnership Group (including any former employees of CSI who are employed by any member of the Partnership Group as part of the Transaction); provided, however, the Employee may, directly or indirectly, on the Employee’s own behalf or on behalf of any other Person, hire any former employee of the Buyer Company or the Business Partnership Group whose employment with the Company or Partnership Group had terminated not less than three (3) months prior to terminate the date of hire and (i) who is not specifically solicited for employment by the Employee, either directly or indirectly, but who on his or her own initiative seeks employment with Employee or any other Person with whom the Buyer Employee is affiliated, or (ii) who responds to a general ad for employment published by Employee, or any other Person with whom the BusinessEmployee is affiliated, provided that is not specifically targeted to employees of the Partnership Group. (c) The parties hereto acknowledge and agree that, notwithstanding anything in Section 5.3(b)(i) hereof, the Employee may own or hold, solely as passive investments, securities of Persons engaged in any business that would otherwise be included in Section 5.3(b)(i), as long as with respect to T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇, each such investment the restriction in this Section 9(c)(i)(C) will apply for a period of two years after the Closing Date; (D) Urge any client or customer, or potential client or customer, of the Buyer or the Business to discontinue business, in whole or in part, or not to do business, with the Buyer or the Business. (ii) The Seller expressly acknowledges and agrees (A) that the restrictions set forth herein are reasonable, in terms of scope, duration, geographic area, and otherwise, (B) that the protections afforded to the Buyer hereunder are necessary to protect its legitimate business interests, and (C) that the agreement to observe such restrictions form a material part of the consideration for this Agreement. If any restriction set forth in this Section 9(c) is securities held by a court of competent jurisdiction to be unreasonable, unlawful or unenforceable with respect to the Employee do not exceed one or more geographic areas, lines of business and/or months of duration, then the Seller agrees, and hereby submits, to the reduction and limitation of such restriction, and the Parties hereto do hereby expressly authorize any court of competent jurisdiction to enforce any such provision or portion thereof or to modify any such provision or portion thereof in order that any such provision or portion thereof shall be enforced by such court to the fullest extent permitted by Applicable Laws. Notwithstanding any of the foregoing, if any Applicable Law shall reduce the time period during which the Seller shall be prohibited from engaging in any competitive activity described in this Section 9(c), the period of time for which the Seller shall be prohibited from engaging in competitive activities pursuant to this Section 9(c) shall be the maximum time permitted by such Applicable Law. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Section 9(c) were not performed in accordance with their specific terms. Because the amount of damages that might be sustained by the Buyer resulting from or arising out of a breach of any provision of this Section 9(c) are uncertain and not ascertainable at this time, in the event of a breach or violation of the terms or conditions of this Section 9(c), the Buyer shall be entitled to damages in the amount of fifty percent (501%) of the Gross Margin received by outstanding securities of such Person and such securities are publicly traded and registered under Section 12 of the Seller or its Affiliates resulting from Securities Exchange Act of 1934, as amended (the breach or violation of this Section 9(c“Exchange Act”), provided that the maximum aggregate amount payable pursuant to this Section 9(c)(ii) shall be equal to the Purchase Price. (iii) Notwithstanding anything set forth in Section 9(c)(i) above, the Buyer acknowledges and agrees that: (A) the Seller or its Affiliates may, in the Territory, solicit orders for Data Center Services and products related thereto from, and provide Data Center Services and products related thereto to, those specific customers identified on Schedule 9(c)(iii); (B) the Seller or its Affiliates may provide Configuration Services and Fulfillment Services; and (C) pursuant to the Transition Services Agreement, T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be permitted to provide certain consulting services to the Seller from and after the Closing Date; provided, however, that except with respect the Employee shall not be permitted to, directly or indirectly, participate in, or attempt to the first customer specifically identified on Schedule 9(c)(iii)influence, the Seller shall not management, direction or policies of (1) use other than through the Navio software in exercise of any voting rights held by the Territory during the period specified in the Navio License Agreement; or (2) engage T▇▇▇▇▇ ▇▇▇▇▇ or M▇▇▇▇▇▇ ▇▇▇▇▇▇ to provide consulting services in the Territory Employee in connection with such securities), or lend the activities Employee’s name to, any such Persons. (d) The Employee acknowledges and agrees that, for purposes of this Section 5.3, indirect acts by the Employee shall include, without limitation, an act by any entity directly or indirectly controlled by the Employee. Employee may not avoid the purpose and intent of this Section 5.3 by engaging in the restricted conduct within the Restricted Area from a remote location through means such as telecommunications, written correspondence, computer generated or assisted communications including, without limitation, email or the internet, or other similar methods. (e) The Employee acknowledges that (i) the restrictive covenants contained in this Section 5.3 hereof are ancillary to and part of an otherwise enforceable agreement, such being the agreements concerning Confidential Information and other consideration as stated in this Agreement, (ii) at the time that these restrictive covenants are made, the limitations as to time, geographic scope and activity to be restrained, as described herein, are reasonable and do not impose a greater restraint than necessary to protect the goodwill and other legitimate business interests of the Partnership Group, including without limitation, Confidential Information (including trade secrets), client, customer and/or vendor relationships, client and/or customer goodwill and business productivity, (iii) in Sections 9(c)(iii)(Athe event of termination of the Employee’s employment, the Employee’s experiences and capabilities are such that the Employee can obtain gainful employment without violating this Agreement and without the Employee incurring undue hardship, (iv) based on the relevant benefits and other new consideration provided for in this Agreement, including, without limitation, the disclosure and use of Confidential Information, the restrictive covenants of this Section 5.3, as applicable according to their terms, shall remain in full force and effect even in the event of the Employee’s involuntary termination from employment, with or without Cause, (v) the Employee has carefully read this Agreement and has given careful consideration to the restraints imposed upon the Employee by this Agreement and consents to the terms of the restrictive covenants in this Section 5.3, with the knowledge that this Agreement may be terminated at any time in accordance with the provisions hereof and (Bvi) abovethe restrictions set forth in this Section 5.3 are fair and reasonable in light of the nature and wide geographic scope of the Partnership Group’s operations, which occur throughout the Restricted Area and the Employee’s level of control over, contact with, and association, with the Partnership Group’s business throughout the Restricted Area.

Non-Competition and Non-Solicitation. The Executive acknowledges that the Company has invested substantial time, money and resources in the development and retention of its customers, accounts, business partners, Inventions, and other Confidential Information (i) Subject including trade secrets), and further acknowledges that during the course of the Executive's employment with the Company the Executive has had and will have access to the exceptions set forth in Section 9(c)(iiiCompany's Inventions and Confidential Information (including trade secrets), and will be introduced to existing and prospective customers, accounts and business partners of the Seller Company. In recognition of this, the Executive covenants and agrees that: (a) During the Term, and for a period of 12 months after the Closing Datetwo (2) years thereafter, the Seller and its Affiliates shall Executive may not, within North America without the prior written consent of the Company, (the “Territory”): (A) Participate or engage in any business performing Data Center Services, whether directly or indirectly, as an directoremployee, officeragent, servant, owner, member, stockholder, partner, proprietor, joint venturer, employee, consultant, independent contractor, agent representative, stockholder or otherwise;in any other capacity whatsoever) participate in any business that offers products or services directly competitive with those offered by the Company (a "Business"). Notwithstanding the foregoing, the Executive shall be permitted to consult for or be employed by an entity engaging in a Business during the two year post-employment non-competition period if he works for a independently-managed and operated subsidiary, affiliate or division of such entity that does not engage in a Business and does not perform any services for the aspects of such entity engaging in a Business. Nothing herein shall prevent the Executive from acquiring or owning 3% or less of any publicly-traded class of securities so long as the Executive holds such securities as a passive investment. (Bb) Solicit (directly or indirectlyDuring the Term, for its own account, or for the account of others) orders for services or products of a kind or nature like or similar to the Data Center Services performed by the Business, or products sold by the Business, from any party that was a client or customer of the Business, or which the Business was soliciting to be its client or customer, during the twelve (12) month period preceding the Closing Date; (C) Hire, or solicit for employment, any individual who within the twelve (12) month period prior to such employment or solicitation, was an employee of the Buyer or the Business, or induce or attempt to induce any employee of the Buyer or the Business to terminate his or her employment with the Buyer or the Business, provided that with respect to T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇, the restriction in this Section 9(c)(i)(C) will apply for a period of two (2) years after thereafter, the Closing Date; (D) Urge Executive may not entice, solicit or encourage any client or customer, or potential client or customer, Company employee to leave the employ of the Buyer Company or any independent contractor to sever its engagement with the Business to discontinue businessCompany, in whole or in part, or not absent prior written consent to do business, with so from the Buyer or the BusinessCompany. (iic) The Seller expressly acknowledges and agrees (A) that During the restrictions set forth herein are reasonable, in terms of scope, duration, geographic areaTerm, and otherwise, (B) that the protections afforded to the Buyer hereunder are necessary to protect its legitimate business interests, and (C) that the agreement to observe such restrictions form for a material part of the consideration for this Agreement. If any restriction set forth in this Section 9(c) is held by a court of competent jurisdiction to be unreasonable, unlawful or unenforceable with respect to one or more geographic areas, lines of business and/or months of duration, then the Seller agrees, and hereby submits, to the reduction and limitation of such restriction, and the Parties hereto do hereby expressly authorize any court of competent jurisdiction to enforce any such provision or portion thereof or to modify any such provision or portion thereof in order that any such provision or portion thereof shall be enforced by such court to the fullest extent permitted by Applicable Laws. Notwithstanding any of the foregoing, if any Applicable Law shall reduce the time period during which the Seller shall be prohibited from engaging in any competitive activity described in this Section 9(c), the period of time for which the Seller shall be prohibited from engaging in competitive activities pursuant to this Section 9(c) shall be the maximum time permitted by such Applicable Law. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Section 9(c) were not performed in accordance with their specific terms. Because the amount of damages that might be sustained by the Buyer resulting from or arising out of a breach of any provision of this Section 9(c) are uncertain and not ascertainable at this time, in the event of a breach or violation of the terms or conditions of this Section 9(c), the Buyer shall be entitled to damages in the amount of fifty percent (50%) of the Gross Margin received by the Seller or its Affiliates resulting from the breach or violation of this Section 9(c), provided that the maximum aggregate amount payable pursuant to this Section 9(c)(ii) shall be equal to the Purchase Price. (iii) Notwithstanding anything set forth in Section 9(c)(i) above, the Buyer acknowledges and agrees that: (A) the Seller or its Affiliates may, in the Territory, solicit orders for Data Center Services and products related thereto from, and provide Data Center Services and products related thereto to, those specific customers identified on Schedule 9(c)(iii); (B) the Seller or its Affiliates may provide Configuration Services and Fulfillment Services; and (C) pursuant to the Transition Services Agreement, T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be permitted to provide certain consulting services to the Seller from and after the Closing Date; provided, however, that except with respect to the first customer specifically identified on Schedule 9(c)(iii), the Seller shall not (1) use the Navio software in the Territory during the period specified in the Navio License Agreement; or two (2) engage T▇▇▇▇▇ ▇▇▇▇▇ years thereafter, the Executive may not, directly or M▇▇▇▇▇▇ ▇▇▇▇▇▇ indirectly, entice, solicit or encourage any customer or prospective customer of the Company to provide consulting services in the Territory in connection cease doing business with the activities described in Sections 9(c)(iii)(A) and (B) aboveCompany, reduce its relationship with the Company or refrain from establishing or expanding a relationship with the Company, absent prior written consent to do so from the Company.

Non-Competition and Non-Solicitation. (ia) Subject As an inducement to Buyer to enter into this agreement and to consummate the exceptions set forth in Section 9(c)(iii)transactions contemplated hereby, the Seller agrees that, for a period of 12 months after the Closing Date, the Seller and its Affiliates shall not, within North America (the “Territory”): (A) Participate or engage in any business performing Data Center Services, whether directly or indirectly, as an director, officer, owner, member, stockholder, partner, proprietor, joint venturer, employee, consultant, independent contractor, agent or otherwise; (B) Solicit (directly or indirectly, for its own account, or for the account of others) orders for services or products of a kind or nature like or similar to the Data Center Services performed by the Business, or products sold by the Business, from any party Sellers agree that was a client or customer of the Business, or which the Business was soliciting to be its client or customer, during the twelve (12) month period preceding the Closing Date; (C) Hire, or solicit for employment, any individual who within the twelve (12) month period prior to such employment or solicitation, was an employee of the Buyer or the Business, or induce or attempt to induce any employee of the Buyer or the Business to terminate his or her employment with the Buyer or the Business, provided that with respect to T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇, the restriction in this Section 9(c)(i)(C) will apply for a period of two years after the Closing Date; Date (Dthe "Restricted Period"), Sellers shall not, directly or indirectly, (i) Urge engage in any client or customer, or potential client or customer, of the Buyer or the Business to discontinue business, in whole or in part, or not to do business, business that is competitive with the Buyer or the Business. New York City Business for their own account, (ii) The Seller expressly acknowledges and agrees (A) that the restrictions set forth herein are reasonable, in terms of scope, duration, geographic area, and otherwise, (B) that the protections afforded to the Buyer hereunder are necessary to protect its legitimate business interests, and (C) that the agreement to observe such restrictions form a material part of the consideration for this Agreement. If render any restriction set forth in this Section 9(c) is held by a court of competent jurisdiction to be unreasonable, unlawful or unenforceable with respect to one or more geographic areas, lines of business and/or months of duration, then the Seller agrees, and hereby submits, to the reduction and limitation of such restriction, and the Parties hereto do hereby expressly authorize any court of competent jurisdiction to enforce any such provision or portion thereof or to modify any such provision or portion thereof in order that any such provision or portion thereof shall be enforced by such court to the fullest extent permitted by Applicable Laws. Notwithstanding any of the foregoing, if any Applicable Law shall reduce the time period during services which the Seller shall be prohibited from constitute engaging in any business which is competitive activity described with the New York City Business in this Section 9(c)any capacity to any person or entity, the period of time for which the Seller shall be prohibited from engaging in competitive activities pursuant to this Section 9(c) shall be the maximum time permitted by such Applicable Law. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Section 9(c) were not performed in accordance with their specific terms. Because the amount of damages that might be sustained by the Buyer resulting from or arising out of a breach of any provision of this Section 9(c) are uncertain and not ascertainable at this time, in the event of a breach or violation of the terms or conditions of this Section 9(c), the Buyer shall be entitled to damages in the amount of fifty percent (50%) of the Gross Margin received by the Seller or its Affiliates resulting from the breach or violation of this Section 9(c), provided that the maximum aggregate amount payable pursuant to this Section 9(c)(ii) shall be equal to the Purchase Price. (iii) Notwithstanding anything set forth own any equity interest in Section 9(c)(i) above, any person which is engaged in any business which is competitive with the Buyer acknowledges and agrees that: (A) the Seller or its Affiliates may, in the Territory, solicit orders for Data Center Services and products related thereto from, and provide Data Center Services and products related thereto to, those specific customers identified on Schedule 9(c)(iii); (B) the Seller or its Affiliates may provide Configuration Services and Fulfillment Services; and (C) pursuant to the Transition Services Agreement, T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be permitted to provide certain consulting services to the Seller from and after the Closing DateNew York City Business; provided, however, that except with respect to the first customer specifically identified Sellers may (A) own, directly or indirectly, solely as a passive investment, securities of any person or entity which are traded on Schedule 9(c)(iii)any national securities exchange or Nasdaq, the Seller shall if Sellers are not (1) use the Navio software in the Territory during the period specified in the Navio License Agreement; a controlling person of, or (2) engage T▇▇▇▇▇ ▇▇▇▇▇ member of a group which controls, such person, and does not, directly or M▇▇▇▇▇▇ ▇▇▇▇▇▇ to provide consulting services in the Territory in connection with the activities described in Sections 9(c)(iii)(A) indirectly, own five percent or more of any class of securities of such person and (B) abovecontinue to conduct the business of P.T. Express or Atlantic Freight in the manner, and in the geographic area, conducted prior to the date of this agreement. (b) During the Restricted Period, Sellers shall not, directly or indirectly, solicit or encourage any current employee or officer of Buyer to leave the employment of Buyer, or hire any current or former employee or officer of Buyer, including any former employees of Sellers that are hired by Buyer after the Closing Date. (c) If any provision contained in section 6.11 shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of such section, but such section shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained in this section 6.11 is held to cover a geographic area or to be for a length of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be invalid or unenforceable under applicable law, a court of competent jurisdiction shall construe and interpret or reform such section to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such applicable law. Sellers acknowledge that Buyer would be irreparably harmed by any breach of section 6.11 and that there would be no adequate remedy at law or in damages to compensate Buyer for any such breach. Sellers agree that Buyer shall be entitled to injunctive relief requiring specific performance by Sellers of this section, and consents to the entry thereof, without bond.

Non-Competition and Non-Solicitation. (ia) Subject to Upon the exceptions set forth in Section 9(c)(iii), termination of the Seller agrees thatExecutive's employment for any reason, for a period of 12 months after one (1) year following the Closing Termination Date, the Seller and its Affiliates Executive shall not, within North America (without the “Territory”): (A) Participate or engage in any business performing Data Center Servicesprior written consent of the Board, whether directly or indirectlyprovide services, as an directoremployee, officer, ownerconsultant or director of, memberto any Person primarily engaged in business which is directly competitive with the business conducted on the Termination Date by IBC and its subsidiaries in the same geographic areas as IBC and its subsidiaries (a "Competitor"). Notwithstanding the foregoing, stockholder, partner, proprietor, joint venturer, the Executive may serve as an employee, consultantofficer, independent contractorconsultant or director of any Person that provides investment, agent financial or otherwise;consulting services to a Competitor, provided that the Executive does not have direct responsibility for or direct involvement in the provision of any such advice or services to such Competitor. (Bb) Solicit (directly or indirectlyUpon the termination of the Executive's employment for any reason, for its own accounta period of one (1) year following the Termination Date, or for the account of others) orders for services or products of a kind or nature like or similar to Executive shall not, without the Data Center Services performed by the Business, or products sold by the Business, from any party that was a client or customer prior written consent of the BusinessBoard, or which the Business was soliciting to be its client or customer, during the twelve (12) month period preceding the Closing Date; (C) Hire, or solicit for employment, either for himself or on behalf of any individual who within the twelve (12) month period prior to such employment other Person in which he is an officer, director, employee or solicitationconsultant, was an employee of the Buyer or the Business, or induce or attempt to induce any employee of the Buyer IBC or the Business to terminate his or her employment with the Buyer or the Businessany of its subsidiaries, provided that with respect to T▇▇▇▇▇ ▇▇▇▇▇ nothing in this subsection 12(b) shall prohibit the Executive from providing employment or personal references for any such employee. (c) Executive acknowledges and M▇▇▇▇▇▇ ▇▇▇▇▇▇, confirms that (i) the restriction restrictive covenants contained in this Section 9(c)(i)(C) will apply for a period of two years after 12 are reasonably necessary to protect the Closing Date; (D) Urge any client or customer, or potential client or customer, legitimate business interests of the Buyer or the Business to discontinue business, in whole or in part, or not to do business, with the Buyer or the Business. Company and (ii) The Seller expressly acknowledges and agrees (A) that the restrictions set forth herein are reasonable, in terms of scope, duration, geographic area, and otherwise, (B) that the protections afforded to the Buyer hereunder are necessary to protect its legitimate business interests, and (C) that the agreement to observe such restrictions form a material part of the consideration for this Agreement. If any restriction set forth contained in this Section 9(c) is held by a court of competent jurisdiction to be unreasonable, unlawful or unenforceable with respect to one or more geographic areas, lines of business and/or months of duration, then 12 (including without limitation the Seller agrees, and hereby submits, to the reduction and limitation of such restriction, and the Parties hereto do hereby expressly authorize any court of competent jurisdiction to enforce any such provision or portion thereof or to modify any such provision or portion thereof in order that any such provision or portion thereof shall be enforced by such court to the fullest extent permitted by Applicable Laws. Notwithstanding any length of the foregoing, if any Applicable Law shall reduce the time period during which the Seller shall be prohibited from engaging in any competitive activity described in this Section 9(c), the period of time for which the Seller shall be prohibited from engaging in competitive activities pursuant to this Section 9(c) shall be the maximum time permitted by such Applicable Law. The Parties agree that irreparable damage would occur in the event that any term of the provisions of this Section 9(c12) were are not performed overbroad and are not the result of overreaching, duress or coercion of any kind. The Executive further acknowledges that the restrictions contained in accordance with their specific terms. Because this Section 12 are intended to be, and shall be, for the amount benefit of damages and shall be enforceable by, the Company's successors and permitted assigns. (d) In the event that might be sustained by the Buyer resulting from or arising out a court of a breach of competent jurisdiction shall determine that any provision of this Section 9(c) are uncertain and not ascertainable at this time12 is invalid or more restrictive than permitted under the governing law of such jurisdiction, in the event of a breach or violation of the terms or conditions then, only as to enforcement of this Section 9(c)12 within the jurisdiction of such court, the Buyer such provision shall be entitled to damages in the amount of fifty percent (50%) of the Gross Margin received by the Seller or its Affiliates resulting from the breach or violation of this Section 9(c), interpreted and enforced as if it provided that for the maximum aggregate amount payable pursuant to this Section 9(c)(ii) shall be equal to the Purchase Pricerestriction permitted under such governing law. (iii) Notwithstanding anything set forth in Section 9(c)(i) above, the Buyer acknowledges and agrees that: (A) the Seller or its Affiliates may, in the Territory, solicit orders for Data Center Services and products related thereto from, and provide Data Center Services and products related thereto to, those specific customers identified on Schedule 9(c)(iii); (B) the Seller or its Affiliates may provide Configuration Services and Fulfillment Services; and (C) pursuant to the Transition Services Agreement, T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be permitted to provide certain consulting services to the Seller from and after the Closing Date; provided, however, that except with respect to the first customer specifically identified on Schedule 9(c)(iii), the Seller shall not (1) use the Navio software in the Territory during the period specified in the Navio License Agreement; or (2) engage T▇▇▇▇▇ ▇▇▇▇▇ or M▇▇▇▇▇▇ ▇▇▇▇▇▇ to provide consulting services in the Territory in connection with the activities described in Sections 9(c)(iii)(A) and (B) above.

Non-Competition and Non-Solicitation. (i) Subject to a. During the exceptions set forth in Section 9(c)(iii), the Restricted Period Seller agrees that, for a period of 12 months after the Closing Date, the Seller and its Affiliates shall not, within North America (the “Territory”):and shall ensure that its Subsidiaries will not: (A) Participate i. conduct or engage in any business performing Data Center Services, whether directly or indirectly, as an director, officer, owner, member, stockholder, partner, proprietor, joint venturer, employee, consultant, independent contractor, agent or otherwiseRestricted Business; ii. acquire in whole or in part any business that conducts or engages in any Restricted Business; or iii. solicit, hire or otherwise engage any employees of the Company or of one of the Company's Subsidiaries (Bcollectively, the Restricted Employees; provided that the restrictions in this Section 5.4.9(a)(iii) Solicit shall not apply to the hiring or engagement of any Restricted Employee if such Restricted Employee (directly or indirectly, for its own accountx) responds to a bona fide general recruitment advertisement that was not specifically targeting any Restricted Employee, or for (y) is under notice of termination of its employment as of the account date of others) orders for services or products of a kind or nature like or similar to the Data Center Services performed by the Businessthis Agreement, or products sold (z) has been given notice of termination by the Business, from any party that was a client or customer of the Business, or which the Business was soliciting to be its client or customer, during the twelve (12) month period preceding the Closing Date; (C) Hire, or solicit for employment, any individual who within the twelve (12) month period prior to such employment or solicitation, was an employee of the Buyer or the Business, or induce or attempt to induce any employee of the Buyer or the Business to terminate his or her employment with employer. b. Nothing in this Section 5.4.9 shall prevent Seller and|or any of its Affiliates from (in each case, in good faith): i. acquiring, or owning an investment of less than 10% of the Buyer issued and outstanding securities or the interests convertible into securities in a Business that is engaged in Restricted Business; ii. acquiring or owning an investment in a business that is engaged in Restricted Business, provided that with respect the revenues of such Restricted Business do not exceed 10% of the overall revenues of such acquired or owned business; or iii. conducting any business as conducted by Seller or any of its Subsidiaries, other than the Business sold pursuant to T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇this Agreement, the restriction in this Section 9(c)(i)(C) will apply for a period of two years after on or prior to the Closing Date; (D) Urge any client or customer, or potential client or customer, of the Buyer or the Business to discontinue business, in whole or in part, or not to do business, with the Buyer or the Business. (ii) The c. This Section 5.4.9 shall not apply to any Person that directly or indirectly acquires Seller expressly acknowledges and agrees (A) that the restrictions set forth herein are reasonable, in terms or any of scope, duration, geographic area, and otherwise, (B) that the protections afforded to the Buyer hereunder are necessary to protect its legitimate business interests, and (C) that the agreement to observe such restrictions form a material part of the consideration for this Agreement. Affiliates. d. If any restriction set forth in this Section 9(c) is held by a court of competent jurisdiction to be unreasonable, unlawful or unenforceable with respect to one or more geographic areas, lines of business and/or months of duration, then the Seller agrees, and hereby submits, to the reduction and limitation of such restriction, and the Parties hereto do hereby expressly authorize any court of competent jurisdiction to enforce any such provision or portion thereof or to modify any such provision or portion thereof in order that any such provision or portion thereof shall be enforced by such court to the fullest extent permitted by Applicable Laws. Notwithstanding any of the foregoing, if any Applicable Law shall reduce the time period during which the Seller shall be prohibited from engaging in any competitive activity described in this Section 9(c), the period of time for which the Seller shall be prohibited from engaging in competitive activities pursuant to this Section 9(c) shall be the maximum time permitted by such Applicable Law. The Parties agree that irreparable damage would occur in the event determines that any of the provisions of this Section 9(c) were not performed 5.4.9 is excessive in accordance with their specific terms. Because duration or scope or is unreasonable or unenforceable under applicable Law, it is the amount intention of damages the Parties that might such restriction may be sustained modified or amended by the Buyer resulting from or arising out of a breach of any provision of this Section 9(c) are uncertain and not ascertainable at this time, in court to render it enforceable to the event of a breach or violation of the terms or conditions of this Section 9(c), the Buyer shall be entitled to damages in the amount of fifty percent (50%) of the Gross Margin received maximum extent permitted by the Seller or its Affiliates resulting from the breach or violation Laws of this Section 9(c), provided that the maximum aggregate amount payable pursuant to this Section 9(c)(ii) shall be equal to the Purchase Pricejurisdiction. (iii) Notwithstanding anything set forth in Section 9(c)(i) above, the Buyer acknowledges and agrees that: (A) the Seller or its Affiliates may, in the Territory, solicit orders for Data Center Services and products related thereto from, and provide Data Center Services and products related thereto to, those specific customers identified on Schedule 9(c)(iii); (B) the Seller or its Affiliates may provide Configuration Services and Fulfillment Services; and (C) pursuant to the Transition Services Agreement, T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be permitted to provide certain consulting services to the Seller from and after the Closing Date; provided, however, that except with respect to the first customer specifically identified on Schedule 9(c)(iii), the Seller shall not (1) use the Navio software in the Territory during the period specified in the Navio License Agreement; or (2) engage T▇▇▇▇▇ ▇▇▇▇▇ or M▇▇▇▇▇▇ ▇▇▇▇▇▇ to provide consulting services in the Territory in connection with the activities described in Sections 9(c)(iii)(A) and (B) above.

Non-Competition and Non-Solicitation. You agree that during your employment with the Company and for the 12-month period of time following the termination of your employment with the Company, you will not, without the prior written consent of the CEO, directly or indirectly: (a) own, control, manage, loan money to, represent, render any service or advice to or act as an officer, director, employee, agent, representative, partner or independent contractor of any securities exchange, “ECN” or other such entity or similar direct seller of market data in the financial services business, whose business competes with the businesses of the Company or its majority-owned subsidiaries, in North America or Europe as such businesses were being conducted, or which the Company was actively planning to enter, during your employment if the breach or alleged breach occurred during your employment or on the date of your termination of employment if the breach or alleged breach occurs thereafter (“Competitive Activities”) provided, however, that (i) Subject the foregoing shall not prohibit you from passive ownership of securities in any publicly traded company that is engaged in any such business as long as you do not own more than five percent (5%) or more of any class of the equity securities of such company, and (ii) nothing in this Agreement shall preclude you from accepting employment with, or providing services to, any entity that engages in Competitive Activities so long as you work solely in a subsidiary, division or other distinct unit of such any entity that does not engage, and is not actively planning to the exceptions set forth engage, in Section 9(c)(iii), the Seller agrees that, for a period of 12 months after the Closing Date, the Seller and its Affiliates shall not, within North America (the “Territory”):Competitive Activities. (Ab) Participate Solicit, induce, influence, encourage, or engage in any business performing Data Center Servicesattempt to solicit, whether induce, influence or encourage, either directly or indirectly, as an directorany person who is, officerat the time of such solicitation, ownerinducement, memberinfluence, stockholder, partner, proprietor, joint venturer, employee, consultant, independent contractor, agent encouragement or otherwise; (B) Solicit (directly or indirectly, for its own accountattempt, or for was during the account of others) orders for services or products of a kind or nature like or similar to the Data Center Services performed previous six months, employed by the Business, or products sold by the Business, from any party that was a client or customer of the Business, or which the Business was soliciting to be its client or customer, during the twelve (12) month period preceding the Closing Date; (C) Hire, or solicit for employment, any individual who within the twelve (12) month period prior to such employment or solicitation, was an employee of the Buyer or the Business, or induce or attempt to induce any employee of the Buyer or the Business Company to terminate his or her employment relationship with the Buyer Company or hire or employ or engage any such person or otherwise interfere with any such person’s employment by or association with the Business, provided that with respect to T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇, the restriction in this Section 9(c)(i)(C) will apply for a period of two years after the Closing DateCompany; (Dc) Urge any client or customerInduce, influence, encourage, or potential client attempt to induce, influence or customerencourage, either directly or indirectly, any third party to terminate such party’s business relationship with the Company or otherwise interfere with any business or contractual relationship of the Buyer Company; or (d) Serve as a board member on any board of directors of any company engaged in Competitive Activities, except as provided in Section 4(a)(ii). You acknowledge and agree that: (i) the purposes of the foregoing covenants are to protect the goodwill and confidential or proprietary information and trade secrets of the Business Company, and to discontinue business, in whole or in part, or not to do business, prevent you from interfering with the Buyer or business of the Business. Company; (ii) The Seller expressly acknowledges it would be impractical and agrees excessively difficult to determine the actual damages of the Company in the event you breach any of the covenants of this Section 4; (Aiii) that remedies at law for any breach of your obligations under this Section 4 would be inadequate; and (iv) the restrictions set forth herein are reasonable, in terms of scopethe covenants are sufficiently limited to protect the legitimate interests of the Company and impose no undue hardship on you. You therefore agree that if you commit any breach of a covenant under this Section 4 or threaten to commit any such breach, duration, geographic area, and the Company shall have the right (in addition to any other right or remedy that may be available to it) to injunctive relief from a court of competent jurisdiction located in the State of New York or otherwise, (B) that without posting any bond or other security and without the protections afforded necessity of proof of actual damage. With respect to the Buyer hereunder are necessary to protect its legitimate business interests, and (C) that the agreement to observe such restrictions form a material part any provision of the consideration for this Agreement. If any restriction set forth in this Section 9(c) is held 4 finally determined by a court of competent jurisdiction to be unreasonableunenforceable, unlawful this Agreement or unenforceable with respect to one or more geographic areas, lines of business and/or months of duration, then the Seller agrees, and hereby submits, any provision hereof shall be reformed so that it is enforceable to the reduction and limitation of such restriction, and the Parties hereto do hereby expressly authorize any court of competent jurisdiction to enforce any such provision or portion thereof or to modify any such provision or portion thereof in order that any such provision or portion thereof shall be enforced by such court to the fullest maximum extent permitted by Applicable Laws. Notwithstanding any of the foregoing, if any Applicable Law shall reduce the time period during which the Seller shall be prohibited from engaging in any competitive activity described in this Section 9(c), the period of time for which the Seller shall be prohibited from engaging in competitive activities pursuant to this Section 9(c) shall be the maximum time permitted by such Applicable Law. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Section 9(c) were not performed in accordance with their specific terms. Because the amount of damages that might be sustained by the Buyer resulting from or arising out of a breach of any provision of this Section 9(c) are uncertain and not ascertainable at this time, in the event of a breach or violation of the terms or conditions of this Section 9(c), the Buyer shall be entitled to damages in the amount of fifty percent (50%) of the Gross Margin received by the Seller or its Affiliates resulting from the breach or violation of this Section 9(c), provided that the maximum aggregate amount payable pursuant to this Section 9(c)(ii) shall be equal to the Purchase Pricelaw. (iii) Notwithstanding anything set forth in Section 9(c)(i) above, the Buyer acknowledges and agrees that: (A) the Seller or its Affiliates may, in the Territory, solicit orders for Data Center Services and products related thereto from, and provide Data Center Services and products related thereto to, those specific customers identified on Schedule 9(c)(iii); (B) the Seller or its Affiliates may provide Configuration Services and Fulfillment Services; and (C) pursuant to the Transition Services Agreement, T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be permitted to provide certain consulting services to the Seller from and after the Closing Date; provided, however, that except with respect to the first customer specifically identified on Schedule 9(c)(iii), the Seller shall not (1) use the Navio software in the Territory during the period specified in the Navio License Agreement; or (2) engage T▇▇▇▇▇ ▇▇▇▇▇ or M▇▇▇▇▇▇ ▇▇▇▇▇▇ to provide consulting services in the Territory in connection with the activities described in Sections 9(c)(iii)(A) and (B) above.

Non-Competition and Non-Solicitation. (ia) Subject to The Provider agrees that during the exceptions set forth in Section 9(c)(iii), the Seller agrees that, period of this Agreement and for a period of 12 twelve (12) months after from the Closing Datelast payment of compensation to the Provider by the Company, the Seller Provider and its Affiliates the Executive shall not, within North America (the “Territory”): (A) Participate or not engage in or participate in any business performing Data Center Servicesentity in the oil and gas industry that competes, whether directly or indirectly, as an director, officer, owner, member, stockholder, partner, proprietor, joint venturer, employee, consultant, independent contractor, agent or otherwise; (B) Solicit (directly or indirectly, for its own account, or for with the account of others) orders for services or products of a kind or nature like or similar to the Data Center Services performed by the Business, or products sold by the Business, from any party that was a client or customer businesses of the BusinessCompany or any affiliate in the Company, or which provided, however, that the Business was soliciting to Provider and Executive shall not be its client or customer, during precluded from competing with the twelve (12) month period preceding the Closing Date; (C) Hire, or solicit for employment, any individual who within the twelve (12) month period prior to such employment or solicitation, was an employee business of the Buyer or the Business, or induce or attempt to induce any employee of the Buyer or the Business to terminate his or her employment with the Buyer or the Business, provided that with respect to T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇, the restriction in this Section 9(c)(i)(C) will apply for a period of two years after the Closing Date; (D) Urge any client or customer, or potential client or customer, of the Buyer or the Business to discontinue business, in whole or in part, or not to do business, with the Buyer or the Business. (ii) The Seller expressly acknowledges and agrees (A) that the restrictions set forth herein are reasonable, in terms of scope, duration, geographic area, and otherwise, (B) that the protections afforded to the Buyer hereunder are necessary to protect its legitimate business interests, and (C) that the agreement to observe such restrictions form a material part of the consideration for this Agreement. If any restriction set forth in this Section 9(c) is held by a court of competent jurisdiction to be unreasonable, unlawful or unenforceable with respect to one or more geographic areas, lines of business and/or months of duration, then the Seller agrees, and hereby submits, to the reduction and limitation of such restriction, and the Parties hereto do hereby expressly authorize any court of competent jurisdiction to enforce any such provision or portion thereof or to modify any such provision or portion thereof in order that any such provision or portion thereof shall be enforced by such court to the fullest extent permitted by Applicable Laws. Notwithstanding any of the foregoing, if any Applicable Law shall reduce the time period during which the Seller shall be prohibited from engaging in any competitive activity described in this Section 9(c), the period of time for which the Seller shall be prohibited from engaging in competitive activities pursuant to this Section 9(c) shall be the maximum time permitted by such Applicable Law. The Parties agree that irreparable damage would occur Company in the event that any of a termination of this Agreement as a result of a material breach by the Company of the provisions of this Section 9(c) were not performed Agreement, or in accordance with their specific terms. Because the amount of damages event that might this Agreement is terminated or deemed to be sustained terminated by the Buyer resulting from Company without cause (including without limitation, pursuant to paragraph 5 hereof). In particular, the Provider and the Executive agree that for as long as this non-compete provision is in effect their services in connection with the possibility of entering into a contract with Genel Enerji A.^. in connection with the Taq Taq oil field in Iraq (the “Genel Deal”) will be offered exclusively to the Company and that neither the Provider nor the Executive shall pursue the Genel Deal with anyone other than the Company or arising out assist anyone other than the Company to pursue the Genel Deal. b) Notwithstanding anything to the contrary contained herein the Provider and Executive may, without being deemed to compete, directly or indirectly, with the businesses of a breach the Company or any affiliate in the Company, own not more than five percent (5%) of any provision class of this Section 9(cthe outstanding securities of any corporation listed on a securities exchange or traded in any over-the-counter market. c) are uncertain The Provider and Executive agree that for a period of twelve (12) months following the termination hereof for any reason whatsoever, the Provider and Executive will not, whether as principal, agent, consultant, employee, employer, director, officer, shareholder or in any other individual or representative capacity, solicit or attempt to retain in any way whatsoever any of the employees of the Company or of any affiliates in the Company, provided however, that the Provider and Executive shall not ascertainable at this time, be precluded from soliciting or retaining employees of the Company in the event of a termination of this Agreement as a result of a material breach or violation by the Company of the terms or conditions provisions of this Section 9(cAgreement, or in the event that this Agreement is terminated or deemed to be terminated by the Company without cause (including without limitation, pursuant to paragraph 5), . d) It is the Buyer desire and the intent of the parties that the provisions of paragraphs 7 and 8 shall be entitled to damages in the amount of fifty percent (50%) of the Gross Margin received by the Seller or its Affiliates resulting from the breach or violation of this Section 9(c), provided that the maximum aggregate amount payable pursuant to this Section 9(c)(ii) shall be equal enforceable to the Purchase Pricefullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of paragraphs 7 and 8 is adjudicated unenforceable in any jurisdiction such adjudication shall apply only in that particular jurisdiction in which such adjudication is made. (iii) Notwithstanding anything set forth in Section 9(c)(i) above, the Buyer acknowledges and agrees that: (A) the Seller or its Affiliates may, in the Territory, solicit orders for Data Center Services and products related thereto from, and provide Data Center Services and products related thereto to, those specific customers identified on Schedule 9(c)(iii); (B) the Seller or its Affiliates may provide Configuration Services and Fulfillment Services; and (C) pursuant to the Transition Services Agreement, T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be permitted to provide certain consulting services to the Seller from and after the Closing Date; provided, however, that except with respect to the first customer specifically identified on Schedule 9(c)(iii), the Seller shall not (1) use the Navio software in the Territory during the period specified in the Navio License Agreement; or (2) engage T▇▇▇▇▇ ▇▇▇▇▇ or M▇▇▇▇▇▇ ▇▇▇▇▇▇ to provide consulting services in the Territory in connection with the activities described in Sections 9(c)(iii)(A) and (B) above.

Non-Competition and Non-Solicitation. (i) Subject Employee agrees that for as long as he is employed by SGS and, subject to the exceptions set forth in Section 9(c)(iii), the Seller agrees thatnext sentence, for a period of 12 months after the Closing Date, the Seller and its Affiliates shall not, within North America termination of this Agreement (the “Territory12-Month Post-Termination Period”): (A) Participate or engage in any business performing Data Center Services, whether directly or indirectly, as an director, officer, owner, member, stockholder, partner, proprietor, joint venturer, employee, consultant, independent contractor, agent or otherwise; (B) Solicit (he shall not directly or indirectly, for its own accounthis benefit or with any person, firm, or for corporation whatsoever, other than SGS, own, manage, operate, control, provide consulting services to, be employed by or participate in the account of others) orders for services or products of a kind or nature like or similar to the Data Center Services performed by the Businessownership, management, operation, or products sold by the Businesscontrol of, from or be connected in any party that was a client or customer manner with, any business of the Business, or which type and character engaged in and competitive with that conducted by SGS in the Business was soliciting to be its client or customer, geographic and product market areas of SGS. Employee’s obligations under the preceding sentence will apply during the twelve 12-Month Post-Termination Period only (12i) month period preceding the Closing Date; (C) Hire, or solicit for employment, any individual who within the twelve (12) month period prior to such employment or solicitation, was an employee of the Buyer or the Business, or induce or attempt to induce any employee of the Buyer or the Business to terminate his or her employment with the Buyer or the Business, provided that with respect to T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇, a non-legal function in which Employee would not be engaged in the restriction in this Section 9(c)(i)(C) will apply for a period practice of two years after the Closing Date; (D) Urge any client or customer, or potential client or customer, of the Buyer or the Business to discontinue business, in whole or in part, or not to do business, with the Buyer or the Business. law and/or (ii) The Seller expressly acknowledges if Employee ceases to be subject to Virginia’s Rules of Professional Conduct (or successor rules applicable to attorneys licensed in Virginia) and the attorney professional conduct rules of any other jurisdiction applicable to Employee. In addition, Employee agrees that for as long as he is employed by SGS and during the 12-Month Post-Termination Period he shall not (Ai) that interfere with the restrictions set forth herein are reasonableemployment relationship between SGS (together with the corporate affiliates of SGS) and its other employees by soliciting any of such individuals to participate in independent business ventures; or (ii) solicit, in terms of scope, duration, geographic area, and otherwise, (B) that the protections afforded to the Buyer hereunder are necessary to protect its legitimate connection with any business interests, and (C) that the agreement to observe such restrictions form a material part of the type and character engaged in and competitive with that conducted by SGS, any current or former customers of SGS (or its corporate affiliates). Employee agrees that, in consideration for this Agreement. If any restriction of the promises and mutual covenants contained herein, the territorial, time and scope limitations set forth in this Section 9(c) 5 are reasonable and are required for the protection of SGS, and that such limitations should be enforced by a court notwithstanding the fact that such limitations might otherwise be deemed unreasonable. However, if any such territorial, time or scope limitation is held nonetheless deemed to be unreasonable by a court of competent jurisdiction to be unreasonablejurisdiction, unlawful or unenforceable with respect to one or more geographic areas, lines of business and/or months of duration, then the Seller agrees, Employee and hereby submits, SGS agree to the reduction and limitation of such restriction, and the Parties hereto do hereby expressly authorize any court of competent jurisdiction to enforce any such provision limitation to such area, period or portion thereof or to modify any such provision or portion thereof in order that any such provision or portion thereof scope as the court shall be enforced by such court to deem reasonable under the fullest extent permitted by Applicable Laws. Notwithstanding any of the foregoing, if any Applicable Law shall reduce the time period during which the Seller shall be prohibited from engaging in any competitive activity described in this Section 9(c), the period of time for which the Seller shall be prohibited from engaging in competitive activities pursuant to this Section 9(c) shall be the maximum time permitted by such Applicable Law. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Section 9(c) were not performed in accordance with their specific terms. Because the amount of damages that might be sustained by the Buyer resulting from or arising out of a breach of any provision of this Section 9(c) are uncertain and not ascertainable at this time, in the event of a breach or violation of the terms or conditions of this Section 9(c), the Buyer shall be entitled to damages in the amount of fifty percent (50%) of the Gross Margin received by the Seller or its Affiliates resulting from the breach or violation of this Section 9(c), provided that the maximum aggregate amount payable pursuant to this Section 9(c)(ii) shall be equal to the Purchase Pricecircumstances. (iii) Notwithstanding anything set forth in Section 9(c)(i) above, the Buyer acknowledges and agrees that: (A) the Seller or its Affiliates may, in the Territory, solicit orders for Data Center Services and products related thereto from, and provide Data Center Services and products related thereto to, those specific customers identified on Schedule 9(c)(iii); (B) the Seller or its Affiliates may provide Configuration Services and Fulfillment Services; and (C) pursuant to the Transition Services Agreement, T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be permitted to provide certain consulting services to the Seller from and after the Closing Date; provided, however, that except with respect to the first customer specifically identified on Schedule 9(c)(iii), the Seller shall not (1) use the Navio software in the Territory during the period specified in the Navio License Agreement; or (2) engage T▇▇▇▇▇ ▇▇▇▇▇ or M▇▇▇▇▇▇ ▇▇▇▇▇▇ to provide consulting services in the Territory in connection with the activities described in Sections 9(c)(iii)(A) and (B) above.

Non-Competition and Non-Solicitation. Through and including APRIL 30, 2023 (i) Subject the “Restrictive Period”), upon and subject to the exceptions set forth terms and conditions of the Transaction Documents, except as otherwise stated in Section 9(c)(iiithe JVCo Operating Agreement and JVCo Management Agreement, and for so long as no Event of Default has occurred under the Transaction Documents, Principal, Original Member, Seller and CleanTech (collectively, the “Transferors”), the Seller agrees thateach on their own behalf, for a period of 12 months after the Closing Date, the Seller and its Affiliates hereby agree that they shall not, within North America (the “Territory”): (A) Participate or engage in any business performing Data Center Services, whether directly or indirectly, as an director, officer, owner, member, stockholder, partner, proprietor, joint venturer, employee, consultant, independent contractor, agent or otherwise; (B) Solicit (directly or indirectly, for its own accountitself or on behalf of, or in conjunction with, any other person, company, firm, partnership, association, corporation or business or organization, entity or enterprise, 5.7.1 within the United States or Canada be engaged or employed in any capacity by, or own, operate, manage or control a business which is competitive with the business of Attis or JVCo (except for the account of others) orders for services passive, minority equity investments in, or products of providing senior or mezzanine debt financing to, a kind or nature like or similar to the Data Center Services performed by the business that is competitive with JVCo’s Business, or products sold by the Business, from any party that was a client or customer of the Business, or which the Business was soliciting to shall be its client or customer, during the twelve (12) month period preceding the Closing Dateallowed); (C) Hire, or 5.7.2 solicit for employment, any individual who within the twelve (12) month period prior to such employment or solicitation, was an employee of the Buyer or the Business, or induce or attempt to induce solicit business from any third party which was a customer or prospective customer of Attis or JVCo within two (2) years prior to the date of this Agreement with a view to sell or provide any products or services competitive with any products or services of Attis or JVCo; or 5.7.3 for any reason whatsoever, employ or attempt to employ or assist anyone else in employing any employee of Buyer, JVCo or Attis (whether or not such employment is full-time or is pursuant to a written contract). In the Buyer or event the Business to terminate his or her employment with the Buyer or the Business, provided that with respect to T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇, the restriction in enforceability of this Section 9(c)(i)(C) will apply for a period of two years after the Closing Date; (D) Urge any client or customer, or potential client or customer, of the Buyer or the Business to discontinue business, 5.7 shall be challenged in whole or in part, or not to do business, with the Buyer or the Business. (ii) The Seller expressly acknowledges and agrees (A) that the restrictions set forth herein are reasonable, in terms of scope, duration, geographic area, and otherwise, (B) that the protections afforded to the Buyer hereunder are necessary to protect its legitimate business interests, and (C) that the agreement to observe such restrictions form a material part of the consideration for this Agreement. If any restriction set forth in this Section 9(c) is held by a court of competent jurisdiction and any applicable Transferor is not enjoined from breaching any term of this Agreement, then, if such court finds that the challenged term is enforceable, the applicable time periods set forth herein shall be deemed tolled upon the filing of the lawsuit challenging the enforceability of the applicable provision until the dispute is finally resolved and all periods of appeal have expired. In the event any Party is required to be unreasonable, unlawful or unenforceable with respect to one or more geographic areas, lines engage the services of business and/or months of duration, then the Seller agrees, and hereby submits, to the reduction and limitation of such restriction, and the Parties hereto do hereby expressly authorize any court of competent jurisdiction an attorney at law to enforce any such provision or portion thereof or of this Agreement, said Party may recover from the breaching Party, in addition to modify any such provision or portion thereof in order other damages to which it may be entitled, including, without limitation, its reasonable attorneys’ fees and expenses of litigation. Transferors each hereby acknowledge that any such provision or portion thereof shall be enforced by such court to the fullest extent permitted by Applicable Laws. Notwithstanding breach of any of the foregoing, if any Applicable Law shall reduce the time period during which the Seller shall be prohibited from engaging in any competitive activity described provisions contained in this Section 9(c), the period of time for which the Seller shall be prohibited from engaging 4 could result in competitive activities pursuant to this Section 9(c) shall be the maximum time permitted by such Applicable Law. The Parties agree that irreparable damage would occur and injury to Buyer, which injury could not be adequately compensated by money damages or other legal remedies. Accordingly, in the event that of such a breach of any of the provisions of this Section 9(c) were 4, in addition to, and not performed in accordance with their limitation of, any remedies which may be available to Buyer under the Transaction Documents, Buyer may seek equitable relief against the breaching Party for such breaches, including, without limitation, an injunction or an order for a specific termsperformance. Because If Buyer seeks to enjoin any such breaching Party from breaching any such provision of this paragraph, the amount of damages breaching Party hereby waives the defense that might Buyer has or will then have an adequate remedy at law. Nothing in this paragraph shall be sustained deemed to limit Buyer’s remedies at law or equity for any breach by the Buyer resulting from or arising out of a breach any Transferor of any provision of this Section 9(c) are uncertain and not ascertainable at this time, in the event of a breach Transaction Documents which may be pursued or violation of the terms or conditions of this Section 9(c), the Buyer shall be entitled to damages in the amount of fifty percent (50%) of the Gross Margin received availed by the Seller or its Affiliates resulting from the breach or violation of this Section 9(c), provided that the maximum aggregate amount payable pursuant to this Section 9(c)(ii) shall be equal to the Purchase PriceBuyer. (iii) Notwithstanding anything set forth in Section 9(c)(i) above, the Buyer acknowledges and agrees that: (A) the Seller or its Affiliates may, in the Territory, solicit orders for Data Center Services and products related thereto from, and provide Data Center Services and products related thereto to, those specific customers identified on Schedule 9(c)(iii); (B) the Seller or its Affiliates may provide Configuration Services and Fulfillment Services; and (C) pursuant to the Transition Services Agreement, T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be permitted to provide certain consulting services to the Seller from and after the Closing Date; provided, however, that except with respect to the first customer specifically identified on Schedule 9(c)(iii), the Seller shall not (1) use the Navio software in the Territory during the period specified in the Navio License Agreement; or (2) engage T▇▇▇▇▇ ▇▇▇▇▇ or M▇▇▇▇▇▇ ▇▇▇▇▇▇ to provide consulting services in the Territory in connection with the activities described in Sections 9(c)(iii)(A) and (B) above.

Non-Competition and Non-Solicitation. (i) Subject In order to protect the exceptions set forth in Section 9(c)(iii)Company’s proprietary information and good will, during the Seller agrees that, Executive’s employment with the Company and for a period of 12 twelve (12) months after following (i) the Closing Datedelivery of a Notice of Termination, in the Seller and its Affiliates shall not, within North America case of an Involuntary Departure or (ii) the termination of the Executive’s employment for any other reason (the “TerritoryRestricted Period”): (A) Participate or engage in any business performing Data Center Services), whether the Executive will not directly or indirectly, whether as an director, officer, owner, member, stockholder, partner, proprietorshareholder, joint venturerdirector, manager, consultant, agent, employee, consultant, independent contractor, agent co-venturer or otherwise; , engage, participate or invest in any Competing Business, with the exception of existing intellectual property and research at SpinalCyte dba FibroGenesis for the purpose of maintaining the value of the asset. Notwithstanding the foregoing, nothing contained hereinabove or hereinbelow shall be deemed to prohibit the Executive from (Bi) Solicit acquiring, solely as an investment, shares of capital stock (or other interests) of any corporation (or other entity) not exceeding 2% of such corporation’s (or other entity’s) then outstanding shares of capital stock (or equity interest), or (ii) working for a line of business, division or unit of a larger entity that competes with the Company as long as the Executive’s activities for such line of business, division or unit do not involve work by the Executive on matters that are directly competitive with the Company’s business, with the exception of the Executive’s current ownership position in SpinalCyte dba FibroGenesis. In addition, during the Restricted Period, the Executive will not, directly or indirectly, for its own accountin any manner, or other than for the account of others) orders for services or products of a kind or nature like or similar to the Data Center Services performed by the Business, or products sold by the Business, from any party that was a client or customer benefit of the Business, Company (i) divert or which the Business was soliciting to be its client or customer, during the twelve (12) month period preceding the Closing Date; (C) Hire, or solicit for employment, any individual who within the twelve (12) month period prior to such employment or solicitation, was an employee take away customers of the Buyer Company or the Businessany of its suppliers; and/or (ii) solicit, or induce or entice, attempt to induce persuade any other employee or consultant of the Buyer or Company to leave the Business to terminate his or her Company for any reason (other than the termination of subordinate employees undertaken in the course of my employment with the Buyer or the Business, provided that with respect to T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇, the restriction in this Section 9(c)(i)(C) will apply for a period of two years after the Closing Date; (D) Urge any client or customer, or potential client or customer, of the Buyer or the Business to discontinue business, in whole or in part, or not to do business, with the Buyer or the Business. (ii) Company). The Seller expressly Executive acknowledges and agrees (A) that if the restrictions set forth herein are reasonable, in terms of scope, duration, geographic area, and otherwise, (B) that the protections afforded to the Buyer hereunder are necessary to protect its legitimate business interests, and (C) that the agreement to observe such restrictions form a material part of the consideration for this Agreement. If any restriction set forth in this Section 9(c) is held by a court of competent jurisdiction to be unreasonable, unlawful or unenforceable with respect to one or more geographic areas, lines of business and/or months of duration, then the Seller agrees, and hereby submits, to the reduction and limitation of such restriction, and the Parties hereto do hereby expressly authorize any court of competent jurisdiction to enforce any such provision or portion thereof or to modify any such provision or portion thereof in order that any such provision or portion thereof shall be enforced by such court to the fullest extent permitted by Applicable Laws. Notwithstanding any of the foregoing, if any Applicable Law shall reduce the time period during which the Seller shall be prohibited from engaging in any competitive activity described in this Section 9(c), the period of time for which the Seller shall be prohibited from engaging in competitive activities pursuant to this Section 9(c) shall be the maximum time permitted by such Applicable Law. The Parties agree that irreparable damage would occur in the event that Executive violates any of the provisions of this Section 9(c) were not performed in accordance with their specific terms. Because the amount of damages that might be sustained by the Buyer resulting from or arising out of a breach of any provision of this Section 9(c) are uncertain and not ascertainable at this time, in the event of a breach or violation of the terms or conditions of this Section 9(cparagraph 7(b), the Buyer shall be entitled to damages in the amount of fifty percent (50%) running of the Gross Margin received Restricted Period will be extended by the Seller or its Affiliates resulting from time during which the breach or violation of this Section 9(cExecutive engages in such violation(s), provided that the maximum aggregate amount payable pursuant to this Section 9(c)(ii) shall be equal to the Purchase Price. (iii) Notwithstanding anything set forth in Section 9(c)(i) above, the Buyer acknowledges and agrees that: (A) the Seller or its Affiliates may, in the Territory, solicit orders for Data Center Services and products related thereto from, and provide Data Center Services and products related thereto to, those specific customers identified on Schedule 9(c)(iii); (B) the Seller or its Affiliates may provide Configuration Services and Fulfillment Services; and (C) pursuant to the Transition Services Agreement, T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be permitted to provide certain consulting services to the Seller from and after the Closing Date; provided, however, that except with respect to the first customer specifically identified on Schedule 9(c)(iii), the Seller shall not (1) use the Navio software in the Territory during the period specified in the Navio License Agreement; or (2) engage T▇▇▇▇▇ ▇▇▇▇▇ or M▇▇▇▇▇▇ ▇▇▇▇▇▇ to provide consulting services in the Territory in connection with the activities described in Sections 9(c)(iii)(A) and (B) above.

Non-Competition and Non-Solicitation. 9.1 Each Shareholder agrees that during the period that he is a Shareholder of the Corporation, and for the thirty-six (i36) Subject month period immediately following the sale or other disposition of all of his Shares to the exceptions set forth in Section 9(c)(iii), Corporation or to the Seller agrees that, for a period of 12 months after the Closing Date, the Seller and its Affiliates shall other Shareholders pursuant to Paragraphs 5 or 6 he will not, within North America (the “Territory”): (A) Participate or engage in any business performing Data Center Services, whether directly or indirectly, in an), state or country in which the Corporation then conducts business ("Restricted Area"), engage in, or have any interest in, any person, company, firm or organization (whether as an director, officer, owner, member, stockholder, partner, proprietor, joint venturer, employee, consultant, independent contractor, agent or otherwise;, (B) Solicit (directly or indirectly, for its own account, or for the account of others) orders for services or products of a kind or nature like or similar to the Data Center Services performed by the Business, or products sold by the Business, from 9.2 Each Shareholder agrees that he will not at any party that was a client or customer of the Business, or which the Business was soliciting to be its client or customer, time during the twelve (12) month period preceding the Closing Date; (C) Hiretime periods referred to in Paragraph 9.1 solicit, or solicit for employmenttake away, any individual who within the twelve (12) month period prior to such employment or solicitation, was an employee of the Buyer or the Business, or induce or attempt to induce solicit or take away any employee employees of the Buyer Corporation, or any sales representatives, customers, prospective customers, suppliers, vendors, purchasing agents or referral sources with which the Business to terminate his Corporation does or her employment with has done business. 9.3 The parties intend that the Buyer or the Business, provided that with respect to T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇, the restriction covenants contained in this Section 9(c)(i)(C) will apply Paragraph 9 shall be construed as a series of separate covenants, one for each city in the Restricted Area. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenants contained in this Paragraph 9. If, in any judicial proceeding, a period of two years after the Closing Date; (D) Urge court shall refuse to enforce any client or customer, or potential client or customer, of the Buyer or the Business to discontinue business, in whole or in part, or not to do business, with the Buyer or the Business. (ii) The Seller expressly acknowledges and agrees (A) that the restrictions set forth herein are reasonable, in terms of scope, duration, geographic area, and otherwise, (B) that the protections afforded to the Buyer hereunder are necessary to protect its legitimate business interests, and (C) that the agreement to observe such restrictions form a material part of the consideration for this Agreement. If any restriction set forth separate covenants deemed included in this Section 9(c) is held by a court of competent jurisdiction to be unreasonable, unlawful or unenforceable with respect to one or more geographic areas, lines of business and/or months of durationParagraph, then the Seller agrees, and hereby submits, unenforceable covenant shall be deemed eliminated from this Agreement for the purpose of those proceedings to the reduction and limitation extent necessary to permit the remaining separate covenants to be enforced. 9.4 Each Shareholder acknowledges that the breach by a Shareholder of such restrictionhis agreements under this Paragraph 9, would cause irreparable damage to the Corporation and the Parties hereto do hereby other Shareholders and that it would be extremely difficult and impractical to measure such damages in money. Accordingly, each Shareholder expressly authorize agrees that the Corporation and the other Shareholders, in addition to any court of competent jurisdiction to enforce any such provision other available rights or portion thereof or to modify any such provision or portion thereof in order that any such provision or portion thereof shall be enforced by such court to the fullest extent permitted by Applicable Laws. Notwithstanding any of the foregoingremedies, if any Applicable Law shall reduce the time period during which the Seller shall be prohibited from engaging in any competitive activity described in this Section 9(c), the period of time for which the Seller shall be prohibited from engaging in competitive activities pursuant to this Section 9(c) shall be the maximum time permitted by such Applicable Law. The Parties agree that irreparable damage would occur may seek injunctive relief in the event of such breach, and in furtherance of this agreement each Shareholder waives the defense that a remedy at law or damages is adequate. The Corporation also shall have the right to require the Shareholder to account for and pay over to the Corporation all compensation, profits, monies, accruals, increments or other benefits (collectively, 'Benefits") derived or received by the Shareholder as the result of any transaction constituting a breach of this Paragraph 9 and each Shareholder agrees to account for and pay over such Benefits to the Corporation. 9.5 The provisions of this Paragraph 9 shall also apply to all Shareholders in the event of the dissolution and liquidation of the Corporation (except as to any Shareholder who acquires the assets of the Corporation in any judicial dissolution proceeding), except in the event of the dissolution and liquidation results from the occurrence of any event which is classified as a "Default" under Paragraph 6(c) (in such event only the Shareholder who did not cause the Default shall not be bound by the provisions of this Section 9(c) were not performed in accordance with their specific terms. Because the amount of damages that might be sustained by the Buyer resulting from or arising out of a breach of any provision of this Section 9(c) are uncertain and not ascertainable at this time, in the event of a breach or violation of the terms or conditions of this Section 9(cParagraph 9), the Buyer shall be entitled to damages in the amount of fifty percent (50%) of the Gross Margin received by the Seller or its Affiliates resulting from the breach or violation of this Section 9(c), provided that the maximum aggregate amount payable pursuant to this Section 9(c)(ii) shall be equal to the Purchase Price. (iii) Notwithstanding anything set forth in Section 9(c)(i) above, the Buyer acknowledges and agrees that: (A) the Seller or its Affiliates may, in the Territory, solicit orders for Data Center Services and products related thereto from, and provide Data Center Services and products related thereto to, those specific customers identified on Schedule 9(c)(iii); (B) the Seller or its Affiliates may provide Configuration Services and Fulfillment Services; and (C) pursuant to the Transition Services Agreement, T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be permitted to provide certain consulting services to the Seller from and after the Closing Date; provided, however, that except with respect to the first customer specifically identified on Schedule 9(c)(iii), the Seller shall not (1) use the Navio software in the Territory during the period specified in the Navio License Agreement; or (2) engage T▇▇▇▇▇ ▇▇▇▇▇ or M▇▇▇▇▇▇ ▇▇▇▇▇▇ to provide consulting services in the Territory in connection with the activities described in Sections 9(c)(iii)(A) and (B) above.

Non-Competition and Non-Solicitation. (i) Subject to the exceptions set forth in Section 9(c)(iii), the 8.2.1 Seller agrees that, for a period of 12 months after the Closing Date, the Seller and its Affiliates shall not, within North America (and shall cause its Subsidiaries not to, at all times from the “Territory”):Closing Date until the end of the Second Earnout Period, directly or indirectly through its Subsidiaries, without the prior written consent of Buyer: (A) Participate 8.2.1.1 enter into, participate or engage in the design, development, manufacture, production, marketing, support or sale of any business performing Data Center Servicesproduct that is substantially similar to any product of the Business offered by Buyer, whether or competes, directly or indirectly, with the Business as an director, officer, owner, member, stockholder, partner, proprietor, joint venturer, employee, consultant, independent contractor, agent or otherwisecurrently conducted (the "SPECIFIED TECHNOLOGY"); (B) Solicit (directly 8.2.1.2 own, manage, operate, finance, control, promote or indirectlyparticipate in the ownership, management, operation, financing, business, control or promotion of, any person, firm, association, corporation, or other entity, anywhere in the world, engaged in design, development, manufacture, production, marketing, support or sale of any of the Specified Technology, except for any holding by Seller of no more than 2% of the issued and outstanding share capital of a publicly traded company otherwise prohibited by this Section 8.2.1.2; 8.2.1.3 knowingly solicit the services, hire or retain any person employed or engaged in the Business by Buyer or any of its Affiliates as employees or employee-consultants, or otherwise knowingly encourage or solicit any such persons to terminate their employment or engagement with Buyer or its Affiliates; or 8.2.1.4 without limiting the generality of the foregoing, file any patent application that may, in the reasonable opinion of counsel to Buyer, restrict the Business Intellectual Property Rights, or register or challenge any Business Intellectual Property Rights owned, used or otherwise licensed by Buyer or any of its Affiliates. 8.2.2 Seller acknowledges that the consideration received by Seller under this Agreement is paid in consideration, in part, for its own account, or the obligations and undertakings under this Section 8.2.2 and that the covenants of Seller in this Section 8.2 are reasonably necessary for the account protection of others) orders for services or products of a kind or nature like or similar Buyer's interests under this Agreement and to enable it to enjoy the Data Center Services performed by the Business, or products sold by the Business, from any party that was a client or customer full benefit of the Business, or which including the Business was soliciting to be its client or customerPurchased Assets, during the twelve (12) month period preceding and are not unduly restrictive upon Seller. 8.2.3 Buyer undertakes that at all times from the Closing Date; (C) Hire, or solicit for employment, any individual who within Date until the twelve (12) month period prior to such employment or solicitation, was an employee end of the Buyer Second Earnout Period, it shall not, without the prior written consent of Seller, knowingly solicit the services, hire or the Business, retain any person then employed or induce or attempt to induce any employee of the Buyer or the Business to terminate his or her employment with the Buyer or the Business, provided that with respect to T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇, the restriction in this Section 9(c)(i)(C) will apply for a period of two years after the Closing Date; (D) Urge any client or customer, or potential client or customer, of the Buyer or the Business to discontinue business, in whole or in part, or not to do business, with the Buyer or the Business. (ii) The Seller expressly acknowledges and agrees (A) that the restrictions set forth herein are reasonable, in terms of scope, duration, geographic area, and otherwise, (B) that the protections afforded to the Buyer hereunder are necessary to protect its legitimate business interests, and (C) that the agreement to observe such restrictions form a material part of the consideration for this Agreement. If any restriction set forth in this Section 9(c) is held engaged by a court of competent jurisdiction to be unreasonable, unlawful or unenforceable with respect to one or more geographic areas, lines of business and/or months of duration, then the Seller agrees, and hereby submits, to the reduction and limitation of such restriction, and the Parties hereto do hereby expressly authorize any court of competent jurisdiction to enforce any such provision or portion thereof or to modify any such provision or portion thereof in order that any such provision or portion thereof shall be enforced by such court to the fullest extent permitted by Applicable Laws. Notwithstanding any of the foregoing, if any Applicable Law shall reduce the time period during which the Seller shall be prohibited from engaging in any competitive activity described in this Section 9(c), the period of time for which the Seller shall be prohibited from engaging in competitive activities pursuant to this Section 9(c) shall be the maximum time permitted by such Applicable Law. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Section 9(c) were not performed in accordance with their specific terms. Because the amount of damages that might be sustained by the Buyer resulting from or arising out of a breach of any provision of this Section 9(c) are uncertain and not ascertainable at this time, in the event of a breach or violation of the terms or conditions of this Section 9(c), the Buyer shall be entitled to damages in the amount of fifty percent (50%) of the Gross Margin received by the Seller or its Affiliates resulting from the breach as employees or violation of this Section 9(c)employee-consultants, provided that the maximum aggregate amount payable pursuant or otherwise knowingly encourage or solicit any such persons to this Section 9(c)(ii) shall be equal to the Purchase Priceterminate their engagement with Seller. (iii) Notwithstanding anything set forth in Section 9(c)(i) above, the Buyer acknowledges and agrees that: (A) the Seller or its Affiliates may, in the Territory, solicit orders for Data Center Services and products related thereto from, and provide Data Center Services and products related thereto to, those specific customers identified on Schedule 9(c)(iii); (B) the Seller or its Affiliates may provide Configuration Services and Fulfillment Services; and (C) pursuant to the Transition Services Agreement, T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be permitted to provide certain consulting services to the Seller from and after the Closing Date; provided, however, that except with respect to the first customer specifically identified on Schedule 9(c)(iii), the Seller shall not (1) use the Navio software in the Territory during the period specified in the Navio License Agreement; or (2) engage T▇▇▇▇▇ ▇▇▇▇▇ or M▇▇▇▇▇▇ ▇▇▇▇▇▇ to provide consulting services in the Territory in connection with the activities described in Sections 9(c)(iii)(A) and (B) above.

Non-Competition and Non-Solicitation. (i) Subject to In consideration of the exceptions set forth in Section 9(c)(iii)Restricted Stock Units granted which Participant and the Company agree is mutually agreed upon consideration, during the Seller agrees that, term of Participant’s Service and for a period of 12 months after following the Closing Date, the Seller and its Affiliates shall not, within North America termination of Participant’s Service (the “TerritoryRestricted Period”): (Aa) Participate or engage in any business performing Data Center ServicesParticipant will not, whether directly or indirectly, individually or as a consultant to, or an directorParticipant, officer, ownerdirector, membermanager, stockholder, partner, proprietormember or other owner or participant in any business entity (including, joint venturerwithout limitation, employeeany competitor of the Company), consultantother than the Company, independent contractorengage in or assist any other person or entity to engage in any business which competes with any business in which the Company is engaging or the actual or demonstrably anticipated research or development of the Company (a “Competing Business”), agent during the Participant’s employment, anywhere in the United States or otherwiseanywhere else in the world in which Participant provided services for the Company or had a material presence or influence, during any time within the last two years prior to the termination of Participant’s Service to the Company. Notwithstanding the foregoing, the Participant’s (x) discretionary ownership of less than three percent (3%) and (y) non-discretionary (for example through a mutual fund or other investment vehicle not controlled by Participant) ownership of the outstanding stock of any publicly-traded corporation shall not be deemed a violation of this Section 5(a); (Bb) Solicit (the Participant will not, directly or indirectly, for its own accountindividually or as a consultant to, or for the account of others) orders for services an Participant, officer, director, manager, stockholder, partner, member or products of a kind other owner or nature like or similar to the Data Center Services performed by the Business, or products sold by the Business, from any party that was a client or customer of the Business, or which the Business was soliciting to be its client or customer, during the twelve (12) month period preceding the Closing Date; (C) Hire, or solicit for employment, any individual who within the twelve (12) month period prior to such employment or solicitation, was an employee of the Buyer or the Business, or induce or attempt to induce any employee of the Buyer or the Business to terminate his or her employment with the Buyer or the Business, provided that with respect to T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇, the restriction in this Section 9(c)(i)(C) will apply for a period of two years after the Closing Date; (D) Urge any client or customer, or potential client or customer, of the Buyer or the Business to discontinue business, in whole or in part, or not to do business, with the Buyer or the Business. (ii) The Seller expressly acknowledges and agrees (A) that the restrictions set forth herein are reasonable, in terms of scope, duration, geographic area, and otherwise, (B) that the protections afforded to the Buyer hereunder are necessary to protect its legitimate business interests, and (C) that the agreement to observe such restrictions form a material part of the consideration for this Agreement. If any restriction set forth in this Section 9(c) is held by a court of competent jurisdiction to be unreasonable, unlawful or unenforceable with respect to one or more geographic areas, lines of business and/or months of duration, then the Seller agrees, and hereby submits, to the reduction and limitation of such restriction, and the Parties hereto do hereby expressly authorize any court of competent jurisdiction to enforce any such provision or portion thereof or to modify any such provision or portion thereof in order that any such provision or portion thereof shall be enforced by such court to the fullest extent permitted by Applicable Laws. Notwithstanding any of the foregoing, if any Applicable Law shall reduce the time period during which the Seller shall be prohibited from engaging participant in any competitive activity described in this Section 9(c)business entity solicit or endeavor to entice away from the Company, the period of time for which the Seller shall be prohibited from engaging in competitive activities pursuant endeavor to this Section 9(c) shall be the maximum time permitted by such Applicable Law. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Section 9(c) were not performed in accordance with their specific terms. Because reduce the amount of damages that might be sustained business conducted with the Company by or otherwise interfere with the Buyer resulting from or arising out of a breach of any provision of this Section 9(c) are uncertain and not ascertainable at this time, in the event of a breach or violation business relationship of the terms Company with any person or conditions of this Section 9(c)entity who is, or was within the Buyer shall be entitled to damages in the amount of fifty percent (50%) of the Gross Margin received by the Seller one-year period immediately prior thereto, a customer or its Affiliates resulting from the breach client of, supplier, vendor or violation of this Section 9(c), provided that the maximum aggregate amount payable pursuant to this Section 9(c)(ii) shall be equal to the Purchase Price. (iii) Notwithstanding anything set forth in Section 9(c)(i) above, the Buyer acknowledges and agrees that: (A) the Seller or its Affiliates may, in the Territory, solicit orders for Data Center Services and products related thereto from, and provide Data Center Services and products related thereto service provider to, those specific customers identified on Schedule 9(c)(iii); (B) or other party having business relations with the Seller or its Affiliates may provide Configuration Services and Fulfillment ServicesCompany; and (Cc) pursuant the Participant will not, directly or indirectly, individually or as a consultant to, or an Participant, officer, director, manager, stockholder, partner, member or other owner or participant in any business entity solicit or endeavor to entice away from the Company, or offer employment or any consulting arrangement to, or otherwise interfere with the business relationship of the Company with any person or entity who is, or was within the one-year period immediately prior thereto, employed by, associated with or a consultant to the Transition Services Agreement, T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be permitted to provide certain consulting services to the Seller from and after the Closing Date; provided, however, that except with respect to the first customer specifically identified on Schedule 9(c)(iii), the Seller shall not (1) use the Navio software in the Territory during the period specified in the Navio License Agreement; or (2) engage T▇▇▇▇▇ ▇▇▇▇▇ or M▇▇▇▇▇▇ ▇▇▇▇▇▇ to provide consulting services in the Territory in connection with the activities described in Sections 9(c)(iii)(A) and (B) aboveCompany.

Non-Competition and Non-Solicitation. (ia) Subject to During the exceptions set forth in Section 9(c)(iii)term of my Engagement with the Company, the Seller agrees that, and for a period of 12 months after the Closing Date, the Seller and its Affiliates shall not, within North America one (1) year thereafter (the “TerritoryRestricted Period”): ), I will not carry on or otherwise be concerned with or interested in (A) Participate whether as trustee, principal, agent, shareholder, unit holder or engage in any other capacity) any business performing Data Center Services, whether or undertaking directly or indirectly, as an director, officer, owner, member, stockholder, partner, proprietor, joint venturer, employee, consultant, independent contractor, agent or otherwise; competitive with the business of the Group Companies at the date of the termination of this Agreement (Bthe “Business”) Solicit in the territory of the People’s Republic of China (directly or indirectly, for its own account, or “PRC”) (excluding for the account purpose of othersthis Clause, Hong Kong, Macau and Taiwan) orders for services or products of a kind or nature like or similar to the Data Center Services performed by the Business, or products sold by the Business, from any party that was a client or customer of the Business, or which the Business was soliciting to be its client or customer, during the twelve (12) month period preceding the Closing Date; (C) Hire, or solicit for employment, any individual who within the twelve (12) month period prior to unless such employment or solicitationother arrangement has been approved by the Group Companies in advance in writing, was provided, however, that I may have an employee investment (less than a 50% equity interest) in a company or entity that is not in direct competition with the Business of the Buyer or the Business, or induce or attempt to induce any employee of the Buyer or the Business to terminate his or her employment with the Buyer or the Business, provided Company. I hereby acknowledge that with respect to T▇▇▇▇▇ ▇▇▇▇▇ my basic salary is fair and M▇▇▇▇▇▇ ▇▇▇▇▇▇, the restriction in this Section 9(c)(i)(C) will apply sufficient consideration for a period of two years after the Closing Date; (D) Urge any client or customer, or potential client or customer, of the Buyer or the Business to discontinue business, in whole or in part, or not to do business, with the Buyer or the Business. (ii) The Seller expressly acknowledges and agrees (A) that the restrictions set forth herein are reasonable, in terms of scope, duration, geographic area, and otherwise, (B) that the protections afforded my adherence to the Buyer hereunder are necessary to protect its legitimate business interests, and (C) that the agreement to observe such restrictions form a material part of the consideration for this Agreement. If any restriction obligations set forth in this Section 9(c2. (b) During the Restricted Period, I (i) will not solicit or persuade any person or corporation which is held by a court customer or client of competent jurisdiction any Group Company, or who is a customer or client of or in respect of the Business, to be unreasonable, unlawful cease doing business with any Group Company or unenforceable with respect to one or more geographic areas, lines reduce the amount of business and/or months which such customer or client would normally do in respect of durationthe Business, then (ii) will not accept from a customer or client referred to in the Seller agreespreceding sentence any business of the kind at the cost of any Group Company, and hereby submits(iii) will not solicit, to the reduction and limitation induce, entice away or encourage any person who is an employee of such restriction, and the Parties hereto do hereby expressly authorize any court of competent jurisdiction to enforce any such provision or portion thereof or to modify any such provision or portion thereof in order that any such provision or portion thereof shall be enforced by such court to the fullest extent permitted by Applicable Laws. Notwithstanding any of the foregoing, if any Applicable Law shall reduce Group Company at the time period during which of my termination with the Seller shall be prohibited from engaging in Group Companies to terminate his/her employment with any competitive activity described in this Section 9(c)Group Company, either for the period of time Employee or for which the Seller shall be prohibited from engaging in competitive activities pursuant to this Section 9(cany other person. (c) shall be the maximum time permitted by such Applicable Law. The Parties I acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Section 9(c) were 2 (the “Restrictive Covenants”)are reasonable and valid in geographical and temporal scope and in all other respects, and are necessary in order to secure for the Group Companies the benefits for which it has contracted. However, if any court or authority determines that any of the Restrictive Covenants, or any portion thereof, is invalid or unenforceable, I agree that the remainder of the Restrictive Covenants shall not performed in accordance with their specific terms. Because thereby be affected and shall be given full effect without regard to the amount invalid portion(s), if any, and that if any court determines that any of damages that might be sustained by the Buyer resulting from Restrictive Covenants, or arising out any portion thereof, is unenforceable because of a breach the duration, geographical scope or other limitation of any provision such provision, such court shall have the power to alter or reduce such portion of this Section 9(c) are uncertain and not ascertainable at this timesuch provision, and, in the event of a breach its reduced or violation of the terms or conditions of this Section 9(c)altered form, the Buyer such provision shall then be entitled to damages in the amount of fifty percent (50%) of the Gross Margin received by the Seller or its Affiliates resulting from the breach or violation of this Section 9(c), provided that the maximum aggregate amount payable pursuant to this Section 9(c)(ii) shall be equal to the Purchase Priceenforceable against me. (iii) Notwithstanding anything set forth in Section 9(c)(i) above, the Buyer acknowledges and agrees that: (A) the Seller or its Affiliates may, in the Territory, solicit orders for Data Center Services and products related thereto from, and provide Data Center Services and products related thereto to, those specific customers identified on Schedule 9(c)(iii); (B) the Seller or its Affiliates may provide Configuration Services and Fulfillment Services; and (C) pursuant to the Transition Services Agreement, T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be permitted to provide certain consulting services to the Seller from and after the Closing Date; provided, however, that except with respect to the first customer specifically identified on Schedule 9(c)(iii), the Seller shall not (1) use the Navio software in the Territory during the period specified in the Navio License Agreement; or (2) engage T▇▇▇▇▇ ▇▇▇▇▇ or M▇▇▇▇▇▇ ▇▇▇▇▇▇ to provide consulting services in the Territory in connection with the activities described in Sections 9(c)(iii)(A) and (B) above.

Non-Competition and Non-Solicitation. (ia) Subject You acknowledge and agree that your services are of a special and unique nature; that the Company will be introducing you to important actual and potential Company clients, customers, investors, service providers, vendors, suppliers, business partners, and other relationships; and that the Company will be entrusting you with the goodwill of the Company and the Company’s Confidential Information. As a precondition to, and in consideration of, the foregoing, which you agree are invaluable to you, you have voluntarily agreed to the exceptions covenants set forth in this Section 10. You further agree and acknowledge that the limitations and restrictions set forth herein are reasonable in all respects; are not oppressive; are material and substantial parts of this Agreement; and are intended and necessary to prevent unfair competition and protect the Company’s Confidential Information, goodwill, and substantial and legitimate business interests. (b) You agree that during the period set forth in Section 9(c)(iii)10(c) below, the Seller agrees that, for a period of 12 months after the Closing Date, the Seller and its Affiliates shall you will not, within North America (without the “Territory”): (A) Participate or engage in any business performing Data Center Servicesprior written approval of the Board, whether directly or indirectly, as an director, officer, owner, member, stockholder, partner, proprietor, joint venturer, employee, consultant, independent contractor, agent or otherwise; (B) Solicit (directly or indirectly, for its own account, yourself or for on behalf of or in conjunction with any other person or entity (other than the account of othersCompany): (i) orders for services engage in or products of a kind or nature like or similar to the Data Center Services performed by the Business, or products sold by the Business, from participate in any party that was a client or customer aspect of the Business, including but not limited to by directly or which indirectly owning, managing, operating, joining, becoming an employee or consultant of, or otherwise being associated or affiliated with, any person or entity engaged in, or planning to engage in, any aspect of the Business was soliciting to be its client or customer, during within the twelve (12) month period preceding the Closing DateMarket Area; (ii) solicit, canvass, approach, entice, induce, or cause any actual or potential customer, vendor, consultant, supplier, or service provider of the Company, or any member thereof, to (A) cease, reduce, or lessen such person’s or entity’s business or relationship with the Company; (B) refrain from doing any business with the Company; or (C) Hiredeal with the Company on less favorable terms or conditions; (iii) solicit, canvass, approach, or solicit for employmentdo business with any person or entity that was a customer, any individual who vendor, consultant, supplier, or service provider of the Company, within the twelve (12) month period prior to such solicitation, canvassing, approach, or other business relationship; (iv) solicit, canvass, approach, entice, induce, or cause any employee, consultant, contractor, or service provider of the Company to terminate his, her or its employment or engagement therewith; or (v) solicit, canvass, approach, hire, retain, or do business with any individual who was an employee, consultant, contractor, or service provider of the Company within the twelve (12) month period prior to such solicitation, was an employee of the Buyer or the Businesscanvassing, approach, hiring, retention, or induce or attempt to induce any employee of other business relationship. (c) You agree that the Buyer or the Business to terminate his or her employment with the Buyer or the Business, provided that with respect to T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇, the restriction covenants in this Section 9(c)(i)(C10(b) will apply be enforceable during the Employment Term and for a period of two years after twenty-four (24) months following the Closing Date; (D) Urge any client termination thereof, regardless of whether you resign or customer, or potential client or customer, of the Buyer are terminated or the Business to discontinue business, in whole reason for such resignation or in part, or not to do business, with the Buyer or the Business. (ii) The Seller expressly acknowledges and agrees (A) that the restrictions set forth herein are reasonable, in terms of scope, duration, geographic area, and otherwise, (B) that the protections afforded to the Buyer hereunder are necessary to protect its legitimate business interests, and (C) that the agreement to observe such restrictions form a material part of the consideration for this Agreementtermination. If any restriction set forth in this Section 9(c) is held by a court of competent jurisdiction to be unreasonable, unlawful or unenforceable with respect to one or more geographic areas, lines of business and/or months of duration, then the Seller agrees, and hereby submits, to the reduction and limitation of such restriction, and the Parties hereto do hereby expressly authorize any court of competent jurisdiction to enforce any such provision or portion thereof or to modify any such provision or portion thereof in order that any such provision or portion thereof shall be enforced by such court to the fullest extent permitted by Applicable Laws. Notwithstanding any of the foregoing, if any Applicable Law shall reduce the time period during which the Seller shall be prohibited from engaging in any competitive activity described in this Section 9(c), the period of time for which the Seller shall be prohibited from engaging in competitive activities pursuant to this Section 9(c) shall be the maximum time permitted by such Applicable Law. The Parties You further agree that irreparable damage would occur in the event that any of the provisions of this Section 9(c) were not performed in accordance with their specific terms. Because the amount of damages that might be sustained by the Buyer resulting from or arising out of a breach of any provision of this Section 9(c) are uncertain and not ascertainable at this time, in the event of a breach or violation of the terms or conditions of this Section 9(c), the Buyer shall be entitled to damages in the amount of fifty percent (50%) of the Gross Margin received by the Seller or its Affiliates resulting from the breach or upon your violation of this Section 9(c)10, provided that the maximum aggregate amount payable pursuant Company’s obligation to this Section 9(c)(ii) pay any Consulting Fee or make any Severance Payments shall be equal to the Purchase Priceimmediately cease. (iiid) Notwithstanding anything set forth in For purposes of this Section 9(c)(i) above10, the Buyer acknowledges and agrees thatfollowing terms shall have the following meanings: (A) the Seller or its Affiliates may, in the Territory, solicit orders for Data Center Services and products related thereto from, and provide Data Center Services and products related thereto to, those specific customers identified on Schedule 9(c)(iii); (B) the Seller or its Affiliates may provide Configuration Services and Fulfillment Services; and (C) pursuant to the Transition Services Agreement, T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be permitted to provide certain consulting services to the Seller from and after the Closing Date; provided, however, that except with respect to the first customer specifically identified on Schedule 9(c)(iii), the Seller shall not (1) use the Navio software in the Territory during the period specified in the Navio License Agreement; or (2) engage T▇▇▇▇▇ ▇▇▇▇▇ or M▇▇▇▇▇▇ ▇▇▇▇▇▇ to provide consulting services in the Territory in connection with the activities described in Sections 9(c)(iii)(A) and (B) above.

Non-Competition and Non-Solicitation. During the Restricted Period, the Restricted Person shall not, and shall cause its Affiliates not to, directly or indirectly through any Person or contractual arrangement: (a) manage, operate, advise or consult for, render services to, run, control or externally manage any Restricted Business (other than any real estate held or owned by the Restricted Person in his personal capacity or any trust controlled by such individual whose beneficiaries are members of his family whether acquired prior to or after the date hereof) in the Restricted Territory; provided, however, that the restrictions contained in this Agreement shall in no way be deemed to restrict the Restricted Person or its Affiliates from (i) Subject serving as an employee, officer, director or other service provider of any GNL Group Company; (ii) owning, directly or indirectly (x) up to 9.9 % of any class of securities of any public entity or (y) any passive investment in any entity that the Restricted Person does not control; (iii) investing equity of no more than the amount set forth on Schedule 1.02(a) of this Agreement in real estate partnerships that own mixed use and shopping center real estate provided, that such activities do not conflict with the terms of the Employment Agreement dated May 23, 2023, by and among GNL and the Restricted Person (the “Weil Employment Agreement”) or the Restricted Person’s fiduciary duties to GNL; or (iv) working as an employee or acting as a consultant or contractor to a Competitive Entity to the exceptions set forth in Section 9(c)(iii)extent such activities do not conflict with the terms of the Weil Employment Agreement; provided, that the Restricted Person does not personally engage in, or provide any services primarily for use in, the Seller agrees Restricted Business and that the Restricted Person performs services exclusively in a division, subsidiary or affiliated entity of the Competitive Entity that does not primarily engage in the Restricted Business; (b) employ, hire, enter into an agency or consulting relationship with or recruit or solicit for employment any employee of a GNL Group Company (“Restricted Employees”); provided, that the foregoing shall not apply to (i) Restricted Employees who ceased to be employed by a GNL Group Company at least ninety (90) days prior to any solicitation by, and the commencement of any discussions with, the Restricted Person or any of its Affiliates; (ii) any general solicitations not targeted at Restricted Employees (including through the use of recruiting firms or advertisements in any newspaper, magazine, trade publication, electronic medium or other media) or any hiring as a result thereof; and (iii) the assistant and secretary assigned to work with the Restricted Person during his employment with GNL; provided, further, that, for a period of 12 months after notwithstanding the Closing Dateforegoing, the Seller and its Affiliates Restricted Person shall not, within North America (the “Territory”): (A) Participate or engage in any business performing Data Center Servicesand shall cause its Affiliates not to, whether directly or indirectly, as an director, officer, owner, member, stockholder, partner, proprietor, joint venturer, employee, consultant, independent contractor, agent or otherwise; (Bx) Solicit (directly or indirectly, for its own account, or for the account of others) orders for services or products of a kind or nature like or similar to the Data Center Services performed by the Business, or products sold by the Business, from any party that was a client or customer of the Business, or which the Business was soliciting to be its client or customer, during the twelve (12) month period preceding the Closing Date; (C) Hire, or solicit for employment, any individual who within the twelve (12) month period prior to such employment or solicitation, was an employee of the Buyer or the Business, or induce or attempt to induce any employee of the Buyer or the Business to terminate his or her employment with the Buyer or the Business, provided that with respect to T▇J▇▇▇▇ ▇▇▇▇▇▇ to leave the employ of GNL or (y) employ, hire or enter into a consulting arrangement with them, in each case, during the term of such individual’s Executive Employment Agreement (as defined in the Merger Agreement); and Mprovided, further, notwithstanding this Agreement or any other agreement to the contrary, it is acknowledged and agreed that E▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇. and N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ are each direct or indirect members, the restriction owners, directors or officers of AR Global Investments, LLC and certain other entities that do not engage in this activities that are violative of Section 9(c)(i)(C1.02(a) will apply for a period of two years after the Closing Date; (D) Urge any client or customer, or potential client or customer, of the Buyer or the Business to discontinue business, in whole or in part, or not to do business, with the Buyer or the Business. (ii) The Seller expressly acknowledges and agrees (A) that the restrictions set forth herein are reasonable, in terms of scope, duration, geographic area, and otherwise, (B) that the protections afforded to the Buyer hereunder are necessary to protect its legitimate business interests, and (C) that the agreement to observe such restrictions form a material part of the consideration for this Agreement. If any restriction set forth in this Section 9(c) is held by a court of competent jurisdiction to be unreasonable, unlawful or unenforceable with respect to one or more geographic areas, lines of business and/or months of duration, then the Seller agrees, and hereby submits, to the reduction and limitation of such restriction, and the Parties hereto do hereby expressly authorize any court of competent jurisdiction to enforce any such provision or portion thereof or to modify any such provision or portion thereof in order that any such provision or portion thereof shall be enforced by such court to the fullest extent permitted by Applicable Laws. Notwithstanding any of the foregoing, if any Applicable Law shall reduce the time period during which the Seller shall be prohibited from engaging in any competitive activity described in this Section 9(c), the period of time for which the Seller shall be prohibited from engaging in competitive activities pursuant to this Section 9(c) shall be the maximum time permitted by such Applicable Law. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Section 9(c) were not performed in accordance with their specific terms. Because the amount of damages Agreement and that might be sustained by the Buyer resulting from or arising out of a breach of any provision of this Section 9(c) are uncertain and not ascertainable at this time, in the event of a breach or violation of the terms or conditions of this Section 9(c), the Buyer shall be entitled to damages in the amount of fifty percent (50%) of the Gross Margin received by the Seller or its Affiliates resulting from the breach or violation of this Section 9(c), provided that the maximum aggregate amount payable pursuant to this Section 9(c)(ii) shall be equal to the Purchase Price. (iii) Notwithstanding anything set forth in Section 9(c)(i) above, the Buyer acknowledges and agrees that: (A) the Seller or its Affiliates may, in the Territory, solicit orders for Data Center Services and products related thereto from, and provide Data Center Services and products related thereto to, those specific customers identified on Schedule 9(c)(iii); (B) the Seller or its Affiliates may provide Configuration Services and Fulfillment Services; and (C) pursuant to the Transition Services Agreement, T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇ such individuals shall be permitted to provide certain consulting services continue to the Seller from and after engage in such business activities; or (c) encourage any customer or supplier who is, as of the Closing Date; provided, however, that except a customer or supplier of any GNL Group Company to terminate or adversely modify any relationship with respect to the first customer specifically identified on Schedule 9(c)(iii), the Seller shall not (1) use the Navio software in the Territory during the period specified in the Navio License Agreement; or (2) engage T▇▇▇▇▇ ▇▇▇▇▇ or M▇▇▇▇▇▇ ▇▇▇▇▇▇ to provide consulting services in the Territory in connection with the activities described in Sections 9(c)(iii)(A) and (B) abovea GNL Group Company.

Non-Competition and Non-Solicitation. (i) Subject to For a three (3) year period following the exceptions set forth in Section 9(c)(iiiCommencement Date (the “Restriction Period”), the Seller agrees that, for a period of 12 months after the Closing Date, the Seller and its Affiliates shall Chairman will not, within North America (unless acting with the “Territory”): (A) Participate or engage in any business performing Data Center Servicesprior written consent of Buckeye GP, whether directly or indirectly, own, manage, operate, join, control or participate in the ownership, management, operation or control, or be connected as an officer, director, officer, ownermanager, member, stockholderemployee, partner, proprietorprincipal, joint ventureragent, employeerepresentative, consultantconsultant or otherwise with or use or permit his name to be used in connection with (each of the foregoing actions being referred to herein as “Participate”), independent contractorany business or enterprise, agent anywhere in the world (the “Geographic Area”), that competes with any existing material line of business of the BPL Entities. It is recognized by the Chairman that the BPL Entities’ business and the Chairman’s connection therewith is or otherwise; (B) Solicit (will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Chairman also shall not, unless acting with the prior written consent of Buckeye GP, directly or indirectly, for its own accountduring the Restriction Period (1) solicit or divert business from, or for the attempt to convert any client, account of others) orders for services or products of a kind or nature like or similar to the Data Center Services performed by the Business, or products sold by the Business, from any party that was a client or customer of the BusinessBPL Entities, whether existing at the date hereof or which the Business was soliciting to be its client or customer, acquired during the twelve Term nor (122) month period preceding solicit or attempt to hire any employee of the Closing Date; (C) Hire, BPL Entities or solicit for employment, any individual person who within the twelve (12) month period prior to such employment or solicitation, was has been an employee of the Buyer or BPL Entities at any time during the Business, or induce or attempt to induce any employee of the Buyer or the Business to terminate his or her Term (unless such employee’s employment with the Buyer or the Business, provided that with respect to T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇, the restriction in this Section 9(c)(i)(C) will apply for a period of two years after the Closing Date; (D) Urge any client or customer, or potential client or customer, of the Buyer or the Business to discontinue business, in whole or in part, or not to do business, with the Buyer or the BusinessBPL Entity was terminated by such BPL Entity). (ii) The Seller expressly acknowledges and agrees (A) that During the restrictions set forth herein are reasonableRestriction Period, if the Chairman becomes aware of an opportunity involving the acquisition or development of businesses or assets in terms any existing material line of scope, duration, geographic area, and otherwise, (B) that the protections afforded to the Buyer hereunder are necessary to protect its legitimate business interests, and (C) that the agreement to observe such restrictions form a material part of the consideration for this Agreement. If any restriction set forth in this Section 9(c) is held by a court of competent jurisdiction to be unreasonable, unlawful or unenforceable with respect to one or more geographic areas, lines of business and/or months of durationBPL Entities (an “Opportunity”), then the Seller agreesChairman shall, and hereby submitsprior to Participating in such Opportunity, present it to the reduction and limitation Board in writing. Within five (5) business days after the Board’s receipt of the Chairman’s written notice of such restrictionOpportunity, and the Parties hereto do hereby expressly authorize any court of competent jurisdiction to enforce any such provision or portion thereof or to modify any such provision or portion thereof in order that any such provision or portion thereof Buckeye GP shall be enforced by such court respond to the fullest extent permitted by Applicable LawsChairman in writing as to whether the BPL Entities desire to pursue such Opportunity. Notwithstanding If Buckeye GP timely notifies the Chairman that it desires to pursue such Opportunity, then the Chairman shall not pursue such Opportunity with any of business or enterprise other than the foregoing, if any Applicable Law shall reduce BPL Entities for so long as the time period during which the Seller shall be prohibited from engaging in any competitive activity described in this Section 9(c), the period of time for which the Seller shall be prohibited from engaging in competitive activities pursuant to this Section 9(c) shall be the maximum time permitted by BPL Entities are actively pursuing such Applicable Law. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Section 9(c) were not performed in accordance with their specific terms. Because the amount of damages that might be sustained by the Buyer resulting from or arising out of a breach of any provision of this Section 9(c) are uncertain and not ascertainable at this time, in the event of a breach or violation of the terms or conditions of this Section 9(c), the Buyer shall be entitled to damages in the amount of fifty percent (50%) of the Gross Margin received by the Seller or its Affiliates resulting from the breach or violation of this Section 9(c), provided that the maximum aggregate amount payable pursuant to this Section 9(c)(ii) shall be equal to the Purchase PriceOpportunity. (iii) Notwithstanding anything set forth The foregoing restriction shall not be construed to prohibit the ownership by the Chairman of less than five percent (5%) of any class of securities of any entity which is engaged in Section 9(c)(i) above, any of the Buyer acknowledges and agrees that: (A) the Seller or its Affiliates may, in the Territory, solicit orders for Data Center Services and products related thereto from, and provide Data Center Services and products related thereto to, those specific customers identified on Schedule 9(c)(iii); (B) the Seller or its Affiliates may provide Configuration Services and Fulfillment Services; and (C) foregoing businesses having a class of securities registered pursuant to the Transition Services AgreementSecurities Exchange Act of 1934, T▇▇▇▇▇ ▇▇▇▇▇ as amended, provided that such ownership represents a passive investment and M▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be permitted that neither the Chairman nor any group of persons including the Chairman in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or seeks to provide certain consulting services to do any of the Seller from and after the Closing Date; provided, however, that except with respect to the first customer specifically identified on Schedule 9(c)(iii), the Seller shall not (1) use the Navio software in the Territory during the period specified in the Navio License Agreement; or (2) engage T▇▇▇▇▇ ▇▇▇▇▇ or M▇▇▇▇▇▇ ▇▇▇▇▇▇ to provide consulting services in the Territory in connection with the activities described in Sections 9(c)(iii)(A) and (B) aboveforegoing.

Non-Competition and Non-Solicitation. (a) Each Seller and Equityholder acknowledges and agrees that (i) Subject such Person has received confidential and proprietary information regarding the Business, including trade secrets; (ii) Purchasers or Parent may suffer irreparable harm if Sellers or any of the Equityholders were to divulge such confidential and proprietary information to those in competition with either MMT Party or the exceptions Business, or to use such knowledge and information in competition with either MMT Party or the Business; (iii) the goodwill of the Business acquired through the acquisition of the Purchased Assets would be substantially diminished if, at any time during the Restricted Period, Sellers or the Equityholders were to compete with either MMT Party; (iv) such Seller and Equityholder, as applicable, has determined that it is in his, her or its best interests and to his, her or its financial benefit (through his, her or its direct or indirect ownership of the Purchased Assets) to execute this Agreement and agree to enter into the restrictions set forth in this Section 9(c)(iii6.9, given the significant and direct or indirect financial benefit that will be realized by Sellers or such Equityholder, as applicable, as a result of the consummation of the transactions contemplated hereby; and (v) the MMT Parties are relying on the covenants and obligations of Sellers and the Equityholders set forth in this Section 6.9 in connection with, and as a condition to the MMT Parties’ execution and delivery of, this Agreement and the consummation of the transactions contemplated hereby. (b) For a period of three (3) years after the Closing Date (the “Restricted Period”): (i) None of Sellers or any Equityholder will, directly or indirectly, engage or invest in, own, manage, operate, finance, control or participate in the ownership, management, operation, financing or control of, be retained by, or render services or advice or other aid to, any Person engaged in or planning to become engaged in the Restricted Business in the Restricted Area (other than on behalf of an MMT Party). Notwithstanding the foregoing, without being in violation of this Section 6.9(b)(i), Sellers and the Equityholders may (A) own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange if Sellers or such Equityholder is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 5% or more of any class of securities of such Person, (B) own the Equity Securities of Parent; or (C) serve in the capacity as an employee of or independent contractor to an MMT Party or any of its Affiliates. (ii) None of Sellers or any Equityholder will, directly or indirectly, (A) cause, induce or attempt to cause or induce any employee or independent contractor of the Business to terminate such relationship with the Business; (B) solicit any employee or independent contractor of the Business for hire, retention or employment or otherwise attempt to hire, retain, employ or otherwise engage as an employee, independent contractor or otherwise; or (C) cause, induce or attempt to cause or induce any supplier of the Business to cease doing business with an MMT Party or any of its Affiliates or to deal with any competitor of the Business; provided that general solicitations of employment published in a journal, newspaper or other publication of general circulation or listed on any internet job site and not specifically directed towards such employees or independent contractors will not be deemed to constitute solicitation for purposes of clauses (A) or (B) of this Section 6.9(b)(ii). (iii) Neither Seller agrees thatnor any Equityholder shall make, directly or indirectly any disparaging statements, either orally or in writing, about any MMT Party or NFP or any of the names, businesses (including the Business) or officers of any MMT Party or NFP. Neither MMT Party shall make, directly or indirectly any disparaging statements, either orally or in writing, about Sellers or any Equityholder or any of the names, businesses or officers of Sellers or any Equityholder. Notwithstanding the foregoing, truthful statements made to a Governmental Authority will not be restricted by this Section 6.9(b)(iii). (c) If a final Order from a Governmental Authority or a court or tribunal of competent jurisdiction determines that any provision of this Section 6.9 is invalid or unenforceable, the Parties agree that the court or tribunal will have the power to reduce the scope, duration, or geographic area of the provision, to delete specific words or phrases, or to replace any invalid or unenforceable provision with a provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable provision. This Section 6.9 will be enforceable as so modified at the time such Order becomes effective. The Parties acknowledge and agree that this Section 6.9 is reasonable and necessary to protect and preserve legitimate business interests and to prevent an unfair advantage from being conferred upon any Party. (d) If any Seller or any Equityholder violates the covenants set forth in this Section 6.9, then notwithstanding any provision herein to the contrary, the Restricted Period will be extended with respect to such Seller or such Equityholder, as applicable, for a period of 12 months after the Closing Date, the Seller and its Affiliates shall not, within North America (the “Territory”): (A) Participate or engage in any business performing Data Center Services, whether directly or indirectly, as an director, officer, owner, member, stockholder, partner, proprietor, joint venturer, employee, consultant, independent contractor, agent or otherwise; (B) Solicit (directly or indirectly, for its own account, or for the account of others) orders for services or products of a kind or nature like or similar time equal to the Data Center Services performed by the Business, or products sold by the Business, from any party period that was a client or customer of the Business, or which the Business was soliciting to such violation will exist and be its client or customer, during the twelve (12) month period preceding the Closing Date; (C) Hire, or solicit for employment, any individual who within the twelve (12) month period prior to such employment or solicitation, was an employee of the Buyer or the Business, or induce or attempt to induce any employee of the Buyer or the Business to terminate his or her employment with the Buyer or the Business, provided that with respect to T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇, the restriction in this Section 9(c)(i)(C) will apply for a period of two years after the Closing Date; (D) Urge any client or customer, or potential client or customer, of the Buyer or the Business to discontinue business, in whole or in part, or not to do business, with the Buyer or the Businesscontinuing. (iie) The Seller expressly acknowledges and agrees (A) that the restrictions set forth herein are reasonable, in terms of scope, duration, geographic area, and otherwise, (B) that the protections afforded to the Buyer hereunder are necessary to protect its legitimate business interests, and (C) that the agreement to observe such restrictions form a material part of the consideration for this Agreement. If any restriction set forth in this Section 9(c) is held by a court of competent jurisdiction to be unreasonable, unlawful or unenforceable with respect to one or more geographic areas, lines of business and/or months of duration, then the Seller agrees, and hereby submits, to the reduction and limitation of such restriction, Sellers and the Parties hereto do hereby expressly authorize any court of competent jurisdiction to enforce any such provision or portion thereof or to modify any such provision or portion thereof in order Equityholders acknowledge and agree that any such provision or portion thereof shall be enforced by such court to the fullest extent permitted by Applicable Laws. Notwithstanding any of the foregoing, if any Applicable Law shall reduce the time period during which the Seller shall be prohibited from engaging in any competitive activity described in this Section 9(c), the period of time for which the Seller shall be prohibited from engaging in competitive activities pursuant to this Section 9(c) shall be the maximum time permitted by such Applicable Law. The Parties agree that irreparable damage would occur in the event that any of the provisions breach of this Section 9(c) were not performed 6.9 may result in accordance with their specific termsserious and irreparable injury. Because Therefore, Sellers and the amount of damages that might be sustained by the Buyer resulting from or arising out of a breach of any provision of this Section 9(c) are uncertain Equityholders acknowledge and not ascertainable at this timeagree that, in the event of a breach or violation of the terms or conditions of this Section 9(c)breach, the Buyer shall MMT Parties will be entitled entitled, in addition to damages any other remedy at law or in equity to which they may be entitled, to equitable relief against Sellers or the amount Equityholders, as applicable, including a temporary restraining order and preliminary and permanent injunctions to restrain such Persons from such breach and to compel compliance with the obligations hereunder, and Seller and the Equityholders waive the posting of fifty percent (50%) of the Gross Margin received by the Seller a bond or its Affiliates resulting from the breach or violation of this Section 9(c), provided that the maximum aggregate amount payable pursuant undertaking as a condition to this Section 9(c)(ii) shall be equal to the Purchase Pricesuch relief. (iiif) Notwithstanding anything The parties acknowledge that the duration and geographic scope of the foregoing restrictions on competition are fair and reasonable, given the nature and geographic scope of this Agreement. (g) Nothing in this Section 6.9 will restrict the activities set forth in Section 9(c)(i) above, the Buyer acknowledges and agrees that: (A) the Seller or its Affiliates may, in the Territory, solicit orders for Data Center Services and products related thereto from, and provide Data Center Services and products related thereto to, those specific customers identified on Schedule 9(c)(iii6.9(g); (B) the Seller or its Affiliates may provide Configuration Services and Fulfillment Services; and (C) pursuant to the Transition Services Agreement, T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be permitted to provide certain consulting services to the Seller from and after the Closing Date; provided, however, that except with respect to the first customer specifically identified on Schedule 9(c)(iii), the Seller shall not (1) use the Navio software in the Territory during the period specified in the Navio License Agreement; or (2) engage T▇▇▇▇▇ ▇▇▇▇▇ or M▇▇▇▇▇▇ ▇▇▇▇▇▇ to provide consulting services in the Territory in connection with the activities described in Sections 9(c)(iii)(A) and (B) above.

Non-Competition and Non-Solicitation. (i) Subject to the exceptions set forth in Section 9(c)(iii), Each of the Seller and each Member agrees that, that for a period from the Closing Date until the first anniversary of 12 months after the Closing Date, the Seller Seller, each Member and its such Member's Affiliates shall not, within North America without the prior written consent of the Buyer, (a) engage anywhere in the “Territory”): (A) Participate or engage in any business performing Data Center ServicesUnited States, whether directly or indirectly, alone or as an directora shareholder (other than as a holder of SFX capital stock or less than 5% of the capital stock of any publicly-traded corporation), member, partner, manager, officer, ownerdirector, member, stockholder, partner, proprietor, joint venturer, employee, employee or consultant, independent contractor, agent in any business organization that is engaged or otherwise; (B) Solicit (directly or indirectly, for its own account, or for the account of others) orders for services or products of a kind or nature like or similar to the Data Center Services performed by become engaged in the Business, or products sold by except for Law pursuant to and to the Businessextent set forth in the Employment/Management Agreement, from (b) divert to any party that was a client or customer competitor of the BusinessSeller or any Affiliate of any such competitor any customer or sponsor of the Seller, or which the Business was soliciting to be its client (c) solicit or customer, during the twelve (12) month period preceding the Closing Date; (C) Hire, or solicit for employment, any individual who within the twelve (12) month period prior to such employment or solicitation, was an employee of the Buyer or the Business, or induce or attempt to induce encourage any employee of the Buyer Seller to leave its employ for employment by or the Business to terminate his with any Member or her employment with the Buyer or the Business, provided that with respect to T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇, the restriction in this Section 9(c)(i)(C) will apply for a period of two years after the Closing Date; (D) Urge any client or customer, or potential client or customer, competitor of the Buyer Seller or the Business to discontinue business, in whole or in part, or not to do business, with the Buyer or the Business. (ii) The Seller expressly acknowledges and agrees (A) that the restrictions set forth herein are reasonable, in terms any of scope, duration, geographic area, and otherwise, (B) that the protections afforded to the Buyer hereunder are necessary to protect its legitimate business interests, and (C) that the agreement to observe such restrictions form a material part of the consideration for this Agreementtheir Affiliates. If at any restriction set forth in this Section 9(c) is held by a court of competent jurisdiction to be unreasonable, unlawful or unenforceable with respect to one or more geographic areas, lines of business and/or months of duration, then the Seller agrees, and hereby submits, to the reduction and limitation of such restriction, and the Parties hereto do hereby expressly authorize any court of competent jurisdiction to enforce any such provision or portion thereof or to modify any such provision or portion thereof in order that any such provision or portion thereof shall be enforced by such court to the fullest extent permitted by Applicable Laws. Notwithstanding any of the foregoing, if any Applicable Law shall reduce the time period during which the Seller shall be prohibited from engaging in any competitive activity described in this Section 9(c), the period of time for which the Seller shall be prohibited from engaging in competitive activities pursuant to this Section 9(c) shall be the maximum time permitted by such Applicable Law. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Section 9(c) were not performed in accordance with their specific terms. Because the amount 12.2 shall be determined to be invalid or unenforceable, by reason of damages that might being vague or unreasonable as to area, duration or scope of activity, this Section 12.2 shall be sustained considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the Buyer resulting from court or arising out of a breach of any provision of other body having jurisdiction over the matter; and the Seller and the Members agree that this Section 9(c12.2 as so amended shall be valid and binding as though any invalid or unenforceable provisions had not been included therein. Notwithstanding anything to the contrary under this Section 12, the non-competition covenants imposed upon the Seller and the Members under this Section 12 (i) are uncertain shall terminate and be no longer applicable with respect to any Acquired Assets repurchased by the Members under the Repurchase Agreement, and (ii) shall not ascertainable at this time, prohibit in any manner the Seller's (or its nominee's or assignee's) operation of Harborlights and use and enjoyment of the Harborlights Assets in the event of a breach or violation of the terms or conditions of this Section 9(c), the Buyer shall be entitled to damages in the amount of fifty percent (50%) of the Gross Margin received by the Seller or its Affiliates resulting from the breach or violation of this Section 9(c), provided that the maximum aggregate amount payable pursuant to this Section 9(c)(ii) shall be equal to the Purchase PriceHarborlights Assets are Excluded Assets hereunder. (iii) Notwithstanding anything set forth in Section 9(c)(i) above, the Buyer acknowledges and agrees that: (A) the Seller or its Affiliates may, in the Territory, solicit orders for Data Center Services and products related thereto from, and provide Data Center Services and products related thereto to, those specific customers identified on Schedule 9(c)(iii); (B) the Seller or its Affiliates may provide Configuration Services and Fulfillment Services; and (C) pursuant to the Transition Services Agreement, T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be permitted to provide certain consulting services to the Seller from and after the Closing Date; provided, however, that except with respect to the first customer specifically identified on Schedule 9(c)(iii), the Seller shall not (1) use the Navio software in the Territory during the period specified in the Navio License Agreement; or (2) engage T▇▇▇▇▇ ▇▇▇▇▇ or M▇▇▇▇▇▇ ▇▇▇▇▇▇ to provide consulting services in the Territory in connection with the activities described in Sections 9(c)(iii)(A) and (B) above.

Non-Competition and Non-Solicitation. (i) Subject In consideration of the salary paid to the exceptions set forth in Section 9(c)(iii)Executive by the Company and the Group, the Seller Executive agrees that, that during the term of the Employment and for a period of 12 twelve (12) months after following the Closing Date, termination of the Seller and its Affiliates shall not, within North America (the “Territory”):Employment for whatever reason: (Aa) Participate The Executive will not approach clients, customers or engage contacts of the Company or the Group, users of the Company’s or the Group’s services, or other persons or entities introduced to the Executive in the Executive’s capacity as a representative of the Company or the Group for the purposes of doing business with such persons or entities which will harm the business relationship between the Company or the Group and such persons and/or entities; (b) the Executive will not assume employment with or provide services as a director, consultant or otherwise for any Competitor, or engage, whether as principal, partner, licensor or otherwise, in any business performing Data Center ServicesCompetitor; and (c) the Executive will not seek, whether directly or indirectly, as an by the offer of alternative employment or other inducement whatsoever, to solicit the services of any officer, director, officer, owner, member, stockholder, partner, proprietor, joint venturer, employee, consultant, independent contractor, agent or otherwise; (B) Solicit (directly employee of or indirectly, for its own accountconsultant to the Company or any member of the Group employed or engaged as at or after the date of such termination, or for the account of others) orders for services or products of a kind or nature like or similar to the Data Center Services performed by the Business, or products sold by the Business, from any party that was a client or customer of the Business, or which the Business was soliciting to be its client or customer, during in the twelve (12) month period months preceding such termination. The provisions contained in Section 11 are considered reasonable by the Closing Date; (C) Hire, or solicit for employment, any individual who within Executive in order to protect the twelve (12) month period prior to such employment or solicitation, was an employee legitimate business interest of the Buyer or the Business, or induce or attempt to induce any employee of the Buyer or the Business to terminate his or her employment with the Buyer or the Business, provided that with respect to T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇, the restriction in this Section 9(c)(i)(C) will apply for a period of two years after the Closing Date; (D) Urge any client or customer, or potential client or customer, of the Buyer or the Business to discontinue business, in whole or in part, or not to do business, with the Buyer or the Business. (ii) The Seller expressly acknowledges and agrees (A) that the restrictions set forth herein are reasonable, in terms of scope, duration, geographic area, and otherwise, (B) that the protections afforded to the Buyer hereunder are necessary to protect its legitimate business interests, and (C) that the agreement to observe such restrictions form a material part of the consideration for this Agreement. If any restriction set forth in this Section 9(c) is held by a court of competent jurisdiction to be unreasonable, unlawful or unenforceable with respect to one or more geographic areas, lines of business and/or months of duration, then the Seller agrees, and hereby submits, to the reduction and limitation of such restriction, Company and the Parties hereto do hereby expressly authorize any court of competent jurisdiction to enforce any such provision or portion thereof or to modify any such provision or portion thereof in order that any such provision or portion thereof shall be enforced by such court to the fullest extent permitted by Applicable LawsGroup. Notwithstanding any of the foregoing, if any Applicable Law shall reduce the time period during which the Seller shall be prohibited from engaging in any competitive activity described in this Section 9(c), the period of time for which the Seller shall be prohibited from engaging in competitive activities pursuant to this Section 9(c) shall be the maximum time permitted by such Applicable Law. The Parties agree that irreparable damage would occur in In the event that any such provisions should be found to be void under applicable laws but would be valid if some part thereof was deleted or the period or area of application reduced, such provisions shall apply with such modification as may be necessary to make them valid and effective. This Section 11 shall survive the termination of this Agreement for any reason. In the event the Executive breaches this Section 11, the Executive acknowledges that there will be no adequate remedy at law, and the Company or the applicable member of the provisions of this Section 9(c) were not performed in accordance with their specific terms. Because the amount of damages that might be sustained by the Buyer resulting from or arising out of a breach of any provision of this Section 9(c) are uncertain and not ascertainable at this time, in the event of a breach or violation of the terms or conditions of this Section 9(c), the Buyer Group shall be entitled to injunctive relief and/or a decree for specific performance, and such other relief as may be proper (including monetary damages in if appropriate). In any event, the amount of fifty percent (50%) Company or any applicable member of the Gross Margin received by the Seller or its Affiliates resulting from the breach or violation of this Section 9(c), provided that the maximum aggregate amount payable pursuant Group shall have right to this Section 9(c)(ii) shall be equal to the Purchase Priceseek all remedies permissible under applicable law. (iii) Notwithstanding anything set forth in Section 9(c)(i) above, the Buyer acknowledges and agrees that: (A) the Seller or its Affiliates may, in the Territory, solicit orders for Data Center Services and products related thereto from, and provide Data Center Services and products related thereto to, those specific customers identified on Schedule 9(c)(iii); (B) the Seller or its Affiliates may provide Configuration Services and Fulfillment Services; and (C) pursuant to the Transition Services Agreement, T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be permitted to provide certain consulting services to the Seller from and after the Closing Date; provided, however, that except with respect to the first customer specifically identified on Schedule 9(c)(iii), the Seller shall not (1) use the Navio software in the Territory during the period specified in the Navio License Agreement; or (2) engage T▇▇▇▇▇ ▇▇▇▇▇ or M▇▇▇▇▇▇ ▇▇▇▇▇▇ to provide consulting services in the Territory in connection with the activities described in Sections 9(c)(iii)(A) and (B) above.

Non-Competition and Non-Solicitation. (a) For a period of three (3) years after the Closing Date (the “Restricted Period”): (i) Subject No Seller shall, directly or indirectly, engage or invest in, own, manage, operate, finance, control or participate in the ownership, management, operation, financing or control of, be retained by, associated with or in any manner connected with, or render services or advice or other aid to, or guarantee any obligation of, any Person engaged in or planning to become engaged in the exceptions set forth Restricted Business in the Restricted Area; provided that for purposes of this Section 9(c)(iii8.1(a)(i), a Seller shall not be considered engaged in the Restricted Business in the Restricted Area if such Seller is engaged in the business of providing non-hospital based medical services (including urgent care, primary care or surgery centers) at a location that is outside of a 50 mile radius surrounding any hospital at which Company Entities are providing services; provided, further, that a Seller shall not be deemed to breach its obligations under this Section 8.1(a)(i) if such Seller was engaged in the business of providing such non- hospital based medical services at a location prior to a Company Entity providing services at a hospital within a 50 mile radius of such location. For the avoidance of doubt, nothing contained in this Section 8.1 shall serve to prohibit a Seller from rendering medical services to patients. Each Seller agrees thatthat this covenant is reasonable with respect to its duration, for geographical area and scope; and (ii) No Seller shall, directly or indirectly, (A) cause, induce or attempt to cause or induce any customer of any Company Entity to terminate such relationship; or (B) in any way interfere with the relationship between any Company Entity and any customer of Purchaser, the Company Entities or any of their respective Affiliates. (b) For a period of 12 one (1) year after the Closing Date (the “Employee Solicitation Restricted Period”), no Seller shall, directly or indirectly, (i) cause, induce or attempt to cause or induce any employee, agent, or independent contractor of any Company Entity to terminate such relationship; (ii) in any way interfere with the relationship between any Company Entity and any employee, agent, or independent contractor of Purchaser, the Company Entities or any of their respective Affiliates; or (iii) hire, retain, employ or otherwise engage or attempt to hire, retain, employ or otherwise engage as an employee, independent contractor or otherwise any employee, agent, or independent contractor of Purchaser, the Company Entities or any of their respective Affiliates. The restrictions of this Section 8.1(b) shall not apply to (x) any newspaper or Internet help-wanted advertisement or other similar general solicitation, or any search firm engagement which, in any such case, is not directed or focused on employee, agent, or independent contractor of any Company Entity or (y) any employee, agent, or independent contractor of any Company Entity who has been terminated as an employee with Purchaser, any Affiliate of Purchaser or any Company Entity for at least six (6) months after prior to commencement of any employment discussions (provided that a Seller shall not have, directly or indirectly, encouraged such employee, agent, or independent contractor to terminate employment). (c) For purposes of this Section 8.1, a “customer” is any Person to whom any Company Entity furnished, agreed to furnish, or contacted with respect to furnishing goods or services at any time during the period from twelve (12) months before the date of this Agreement to and including the Closing Date. (d) After the Closing Date, no Seller shall, and each Seller shall use his or its commercially reasonable efforts to assure that none of his or its Representatives make any disparaging statements, either orally or in writing, about Purchaser or any Company Entity or any of the Seller and its Affiliates shall notnames, within North America (the “Territory”): (A) Participate or engage in any business performing Data Center Servicesbusinesses, whether directly or indirectlymembers, as an directordirectors, officerofficers, ownermanagers, member, stockholder, partner, proprietor, joint venturer, employee, consultant, independent contractor, agent or otherwise; (B) Solicit (directly or indirectly, for its own accountemployees, or for the account agents of others) orders for services Purchaser or products of a kind or nature like or similar to the Data Center Services performed by the Business, or products sold by the Business, from any party that was a client or customer of the Business, or which the Business was soliciting to be its client or customer, during the twelve (12) month period preceding the Closing Date; (C) Hire, or solicit for employment, any individual who within the twelve (12) month period prior to such employment or solicitation, was an employee of the Buyer or the Business, or induce or attempt to induce any employee of the Buyer or the Business to terminate his or her employment with the Buyer or the Business, provided that with respect to T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇, the restriction in this Section 9(c)(i)(C) will apply for a period of two years after the Closing Date; (D) Urge any client or customer, or potential client or customer, of the Buyer or the Business to discontinue business, in whole or in part, or not to do business, with the Buyer or the BusinessCompany Entity. (iie) The Seller expressly acknowledges and agrees (A) If a final Judgment of a court or tribunal of competent jurisdiction determines that any provision of this Section 8.1 is invalid or unenforceable, the parties agree that the restrictions set forth herein are reasonable, in terms of court or tribunal will have the power to reduce the scope, duration, or geographic areaarea of the provision, to delete specific words or phrases, or to replace any invalid or unenforceable provision with a provision that is valid and otherwise, enforceable and that comes closest to expressing the intention of the invalid or unenforceable provision. This Section 8.1 will be enforceable as so modified after the expiration of the time within which the Judgment may be appealed. Sellers acknowledge and agree that (Bi) that the protections afforded to the Buyer hereunder are this Section 8.1 is reasonable and necessary to protect its and preserve Purchaser’s and the Company Entities’ legitimate business interestsinterests and the value of the Equity Interests, and to prevent an unfair advantage from being conferred on Sellers; and (Cii) that the agreement to observe such restrictions form a material part Sellers shall be responsible for any breach of the consideration for this Agreement. Section 8.1 by any of Sellers’ Affiliates, Representatives, or Representatives of its Affiliates. (f) If any restriction Seller violates the covenants set forth in this Section 9(c) is held by a court of competent jurisdiction to be unreasonable, unlawful or unenforceable with respect to one or more geographic areas, lines of business and/or months of duration8.1, then the Seller agrees, and hereby submits, notwithstanding any provision herein to the reduction and limitation of such restrictioncontrary, and the Parties hereto do hereby expressly authorize any court of competent jurisdiction to enforce any such provision or portion thereof or to modify any such provision or portion thereof in order that any such provision or portion thereof Restricted Period and/or the Employee Solicitation Restricted Period shall be enforced by such court to the fullest extent permitted by Applicable Laws. Notwithstanding any of the foregoing, if any Applicable Law shall reduce the time period during which the Seller shall be prohibited from engaging in any competitive activity described in this Section 9(c), the extended for a period of time for which equal to the period that such violation shall exist and be continuing. (g) Each Seller shall be prohibited from engaging in competitive activities pursuant to this Section 9(c) shall be the maximum time permitted by such Applicable Law. The Parties agree that irreparable damage would occur in the event acknowledges that any of the provisions breach of this Section 9(c) were not performed 8.1 will result in accordance with their specific termsserious and irreparable injury. Because the amount of damages that might be sustained by the Buyer resulting from or arising out of a breach of any provision of this Section 9(c) are uncertain Therefore, each Seller acknowledges and not ascertainable at this timeagrees that, in the event of a breach or violation of the terms or conditions of this Section 9(c)by any Seller, the Buyer Purchaser shall be entitled to damages in the amount of fifty percent (50%) of the Gross Margin received by the Seller or its Affiliates resulting from the breach or violation of this Section 9(c), provided that the maximum aggregate amount payable pursuant to this Section 9(c)(ii) shall be equal to the Purchase Price. (iii) Notwithstanding anything set forth in Section 9(c)(i) above, the Buyer acknowledges and agrees that: (A) the Seller or its Affiliates mayentitled, in addition to any other remedy at law or in equity to which Purchaser may be entitled, to equitable relief against Seller, including a temporary restraining order and preliminary and permanent injunctions to restrain such Seller from such breach and to compel compliance with the Territory, solicit orders for Data Center Services and products related thereto fromobligations of such Seller hereunder, and provide Data Center Services and products related thereto to, those specific customers identified on Schedule 9(c)(iii); (B) such Seller waives the Seller posting of a bond or its Affiliates may provide Configuration Services and Fulfillment Services; and (C) pursuant undertaking as a condition to the Transition Services Agreement, T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be permitted to provide certain consulting services to the Seller from and after the Closing Date; provided, however, that except with respect to the first customer specifically identified on Schedule 9(c)(iii), the Seller shall not (1) use the Navio software in the Territory during the period specified in the Navio License Agreement; or (2) engage T▇▇▇▇▇ ▇▇▇▇▇ or M▇▇▇▇▇▇ ▇▇▇▇▇▇ to provide consulting services in the Territory in connection with the activities described in Sections 9(c)(iii)(A) and (B) abovesuch relief.

Non-Competition and Non-Solicitation. (ia) Subject to the exceptions set forth applicable Laws, during the Restraint Period, each Shareholder (including Series A Holders on an as-exercised basis with respect to the A Round Warrants that have been paid in Section 9(c)(iii)RMB, the Seller agrees that, for a period of 12 months after the Closing Date, the Seller but excluding Media Global) and its Affiliates shall not(which, within North America (the “Territory”): (A) Participate or engage in any business performing Data Center Services, whether directly or indirectly, as an director, officer, owner, member, stockholder, partner, proprietor, joint venturer, employee, consultant, independent contractor, agent or otherwise; (B) Solicit (directly or indirectly, for its own account, or for the account of others) orders for services or products of a kind or nature like or similar to the Data Center Services performed by the Business, or products sold by the Business, from any party that was a client or customer of the Business, or which the Business was soliciting to be its client or customer, during the twelve (12) month period preceding the Closing Date; (C) Hire, or solicit for employment, any individual who within the twelve (12) month period prior to such employment or solicitation, was an employee of the Buyer or the Business, or induce or attempt to induce any employee of the Buyer or the Business to terminate his or her employment with the Buyer or the Business, provided that with respect to TDaojia, shall include ▇▇. ▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and his Affiliates but exclude other shareholders of Daojia) may not, the restriction in this Section 9(c)(i)(C) will apply for a period of two years after the Closing Date; (D) Urge any client directly or customerindirectly, or potential client or customer, of the Buyer or the Business to discontinue business, in whole either alone or in part, or not to do business, association with the Buyer or the Business. (ii) The Seller expressly acknowledges and agrees others: (A) that provide any services, directly or acting through others, to any Company Restricted Person (whether as owner, partner, officer, director, employee, consultant, investor, lender or otherwise) within the restrictions set forth herein are reasonable, in terms of scope, duration, geographic area, and otherwiseRestraint Area, (B) canvas, solicit or entice away from the Company or its Subsidiaries (i) any person who is employed or engaged by the Company or its Subsidiaries at any time during the Restraint Period or (ii) the business or patronage of any of the clients, customers, members or accounts, or prospective clients, customers, members or accounts, of the Company and/or any of its Subsidiaries that is or were contacted, solicited or served by the protections afforded Company and/or any of its Subsidiaries in connection with the Shareholders’ relationship during the term of this Agreement. Each Shareholder (including Series A Holders on an as-exercised basis with respect to the Buyer hereunder are necessary A Round Warrants that have been paid in RMB, but excluding Media Global) may not, directly or indirectly, either alone or in association with others, acquire any securities or otherwise invest in any Company Restricted Persons. Each Shareholder (including Series A Holders on an as-exercised basis with respect to protect the A Round Warrants that have been paid in RMB, but excluding Media Global) agrees to promptly disclose any conflicts of interest that may arise with respect to its legitimate participation in the parties’ relationship. Without limiting any other remedy at law or in equity to which the Company is or may be entitled, if any Series A Holder (including Series A Holders on an as-exercised basis with respect to the A Round Warrants that have been paid in RMB), Series B Holder, or Series C Holder or its respective Affiliate does not comply with this Section 3.01, such Preferred Holder and its Affiliates shall automatically cease to be entitled to the right to appoint a director and to appoint a Board observer under Section 2.02, inspection rights under Section 4.02 and information rights under Section 4.01 (in each case, if applicable), other than the right to receive audited and certified consolidated financial statements and a management report for the Group Companies for each fiscal year as stated under Section 4.01(a) within ninety (90) days after the end of each fiscal year of the Company. The Parties hereto agree that, with respect to Sequoia and Momo, the aforementioned adverse consequences shall be the exclusive remedy by any other Party against Sequoia or Momo (as applicable) and its Affiliates for any non-compliance by Sequoia or Momo (as applicable) and its Affiliates under Section 3.01. (b) Subject to the applicable Laws, the Company shall by entering into employment or non-compete agreements with the relevant Person or other means, procure that (A) each of the Members of Management and the Key Employees (“Non-Compete Persons”) shall devote their full time and attention to the business interestsof the Group Companies and will use their best efforts to develop the business and interests of the Group Companies, and (CB) that the agreement to observe such restrictions form for so long as any Non-Compete Person remains a material part director, officer, employee or a direct or indirect holder of the consideration for this Agreement. If shares of any restriction set forth in this Section 9(c) is held by a court of competent jurisdiction to be unreasonable, unlawful or unenforceable with respect to one or more geographic areas, lines of business and/or months of duration, then the Seller agreesGroup Company, and hereby submitsfor two (2) years after such Non-Compete Person is no longer a director, to the reduction and limitation officer, employee or a direct or indirect holder of such restrictionShares of any Group Company, each Non-Compete Person shall not, and shall cause each of their Affiliates not to, directly or indirectly, for its own benefit or the benefit of any Person, own, manage, engage in, operate, control, work for, consult with, render services for, do business with, or participate in the ownership, management, become interested in or associate with, operation or control of, any business, that competes with the Business engaged by the Group Companies; provided, however, the Parties hereto do hereby expressly authorize any court acknowledge that each of competent jurisdiction to enforce any such provision or portion thereof or to modify any such provision or portion thereof in order that any such provision or portion thereof shall be enforced by such court to the fullest extent permitted by Applicable Laws. Notwithstanding any of the foregoing, if any Applicable Law shall reduce the time period during which the Seller shall be prohibited from engaging in any competitive activity described in this Section 9(c), the period of time for which the Seller shall be prohibited from engaging in competitive activities pursuant to this Section 9(c) shall be the maximum time permitted by such Applicable Law. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Section 9(c) were not performed in accordance with their specific terms. Because the amount of damages that might be sustained by the Buyer resulting from or arising out of a breach of any provision of this Section 9(c) are uncertain and not ascertainable at this time, in the event of a breach or violation of the terms or conditions of this Section 9(c), the Buyer shall be entitled to damages in the amount of fifty percent (50%) of the Gross Margin received by the Seller or its Affiliates resulting from the breach or violation of this Section 9(c), provided that the maximum aggregate amount payable pursuant to this Section 9(c)(ii) shall be equal to the Purchase Price. (iii) Notwithstanding anything set forth in Section 9(c)(i) above, the Buyer acknowledges and agrees that: (A) the Seller or its Affiliates may, in the Territory, solicit orders for Data Center Services and products related thereto from, and provide Data Center Services and products related thereto to, those specific customers identified on Schedule 9(c)(iii); (B) the Seller or its Affiliates may provide Configuration Services and Fulfillment Services; and (C) pursuant to the Transition Services Agreement, T▇▇. ▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇ shall be permitted to provide certain consulting services to the Seller from and after the Closing Date; provided, however, that except with respect to the first customer specifically identified on Schedule 9(c)(iii), the Seller shall not (1) use the Navio software in the Territory during the period specified in the Navio License Agreement; or (2) engage T▇. ▇▇▇▇ ▇▇▇▇▇ or M▇▇▇▇▇▇ ▇▇▇▇▇▇ An is and will continue to provide consulting be an officer of Daojia and will spend a portion of his and her time on Daojia’s other businesses. Only for the purpose of this Section 3.01(b), the “Business” shall mean (a) the home services and (b) the ongoing platform business in the Territory main mobile applications of 58 Daojia Life Service Inc. and its Subsidiaries as of the date when the Non-Compete Person ceases to be a director, officer, employee or a direct or indirect holder of shares of any Group Company. (c) Notwithstanding the foregoing and anything to the contrary contained herein, with respect to Sequoia and Momo, the restrictions under this Section 3.01, shall not apply to (i) any direct or indirect purchase of or subscription for any Equity Securities that are listed on a recognized stock exchange for so long as Sequoia or Momo (as applicable) or its applicable Affiliate has no board seat, and such purchase or subscription does not result in Control over such Company Restricted Person, (ii) any interest received as a result of any share subdivision, share dividends, bonus issue, value adjustment (e.g. an earn-out), anti-dilution adjustments or similar actions or mechanisms, (ii) any investments made by Sequoia or Momo (as applicable)or its Affiliates prior to the date of the Series B Initial Closing (each an “Existing Investment”), including any further investments made in connection with any Existing Investment, (iv) any Company Restricted Person spun off from any Existing Investment, and (v) any interest received as consideration in any merger, amalgamation, acquisition or other similar transaction. Notwithstanding anything to the activities described in Sections 9(c)(iii)(Acontrary hereunder, the restrictions set forth under this Section 3.01 applicable to Sequoia or Momo (as applicable) and its Affiliates shall terminate upon the earlier of (Bi) aboveSequoia or Momo (as applicable) and its Affiliates in aggregate ceasing to hold 50% or more of the Equity Securities in the Company that they hold immediately after the Series B Initial Closing; or (ii) the initial public offering of the Company.

Non-Competition and Non-Solicitation. (i) Subject to The Employee agrees that during the exceptions set forth in Section 9(c)(iii), the Seller agrees that, Employment and for a period of 12 months one year after termination of the Closing DateEmployment he will not directly, indirectly, once, occasionally or professionally, under his name or under a third party name, on his own behalf or on behalf of third parties compete with the Seller Company or an Affiliate within the scope of research, development and its Affiliates shall notcommercialization of drugs to treat (i) psychiatric disorders, within North America sleep disorders or ▇▇▇▇▇▇▇▇▇’▇ disease or (ii) any other indication for which the Company is clinically developing or commercializing a drug at the time of termination of the Employee’s employment (the “TerritoryRestricted Business”): ). It is recognized that the Restricted Business is expected to be conducted throughout the world and that more narrow geographical limitations of any nature on this non-competition and non-solicitation covenant are therefore not appropriate. These restrictions shall not prevent the Employee from (Aa) Participate or engage accepting employment with a recognized pharmaceutical company that is not primarily engaged in a Restricted Business, provided that the services of the Employee for any business performing Data Center Servicessuch entity do not primarily relate to any Restricted Business in which such entity may be engaged and/or (b) holding five percent (5%) of the securities of any publicly traded entity. During the Restricted Period, whether the Employee agrees not to, directly or indirectly, as an director, officer, owner, member, stockholder, partner, proprietor, joint venturer, employee, consultant, independent contractor, agent or otherwise; (B) Solicit (directly or indirectly, whether for its the Employee’s own account, account or for the account of othersany other individual or entity, (i) orders solicit for services hire or products of a kind or nature like or similar to the Data Center Services performed by the Businessengagement, hire, or products sold by the Business, from any party that was a client or customer of the Business, or which the Business was soliciting to be its client or customer, during the twelve (12) month period preceding the Closing Date; (C) Hire, or solicit for employment, engage any individual who within is employed by the twelve (12) Company or its Affiliates on the date of any attempted solicitation or was employed during the six month period prior to thereto unless such employment individual had been involuntarily terminated by the Company or solicitation, was an employee of the Buyer or the Business, or (ii) otherwise induce or attempt to induce any employee of the Buyer individual who is employed by Company or the Business its Affiliates to terminate his or her employment with the Buyer or the Business, provided that with respect to T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇, the restriction in this Section 9(c)(i)(C) will apply for a period of two years after the Closing Date; (D) Urge any client or customer, or potential client or customer, of the Buyer or the Business to discontinue business, in whole or in part, or not to do business, with the Buyer or the Business. (ii) such employment. The Seller expressly acknowledges and agrees (A) that the restrictions set forth herein are reasonable, in terms of scope, duration, geographic area, and otherwise, (B) that the protections afforded to the Buyer hereunder are necessary to protect its legitimate business interests, and (C) that the agreement to observe such restrictions form a material part of the consideration for this Agreement. If any restriction set forth in this Section 9(c) is held by a court of competent jurisdiction to be unreasonable, unlawful or unenforceable with respect to one or more geographic areas, lines of business and/or months of duration, then the Seller agrees, and hereby submits, to the reduction and limitation of such restriction, and the Parties hereto do hereby expressly authorize any court of competent jurisdiction to enforce any such provision or portion thereof or to modify any such provision or portion thereof in order that any such provision or portion thereof Restricted Period shall be enforced reduced by such court to the fullest extent permitted by Applicable Laws. Notwithstanding any of the foregoing, if any Applicable Law shall reduce the time period during which the Seller shall be prohibited from engaging in any competitive activity described in this Section 9(c), the period of time for which the Seller shall be prohibited from engaging in competitive activities pursuant to this Section 9(c) shall be the maximum time permitted by such Applicable Law. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Section 9(c) were not performed in accordance with their specific terms. Because the amount of damages that might be sustained by the Buyer resulting from or arising out of a breach of any provision of this Section 9(c) are uncertain and not ascertainable time during which, if at this time, in the event of a breach or violation of the terms or conditions of this Section 9(c)all, the Buyer shall be entitled to damages in Company places the amount of fifty percent (50%) of the Gross Margin received by the Seller or its Affiliates resulting from the breach or violation of this Section 9(c), provided that the maximum aggregate amount payable pursuant to this Section 9(c)(ii) shall be equal to the Purchase PriceEmployee on Garden Leave. (iii) Notwithstanding anything set forth in Section 9(c)(i) above, the Buyer acknowledges and agrees that: (A) the Seller or its Affiliates may, in the Territory, solicit orders for Data Center Services and products related thereto from, and provide Data Center Services and products related thereto to, those specific customers identified on Schedule 9(c)(iii); (B) the Seller or its Affiliates may provide Configuration Services and Fulfillment Services; and (C) pursuant to the Transition Services Agreement, T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be permitted to provide certain consulting services to the Seller from and after the Closing Date; provided, however, that except with respect to the first customer specifically identified on Schedule 9(c)(iii), the Seller shall not (1) use the Navio software in the Territory during the period specified in the Navio License Agreement; or (2) engage T▇▇▇▇▇ ▇▇▇▇▇ or M▇▇▇▇▇▇ ▇▇▇▇▇▇ to provide consulting services in the Territory in connection with the activities described in Sections 9(c)(iii)(A) and (B) above.

Non-Competition and Non-Solicitation. (ia) Subject to ▇▇▇▇▇▇▇▇ agrees that during the exceptions set forth in Section 9(c)(iii)period commencing on the Separation Date and ending on November 19, the Seller agrees that2001, he shall not work for a period of 12 months after the Closing DateLevi ▇▇▇▇▇▇▇ & Co., the Seller and its Affiliates he shall not, within North America (the “Territory”): (A) Participate or engage in any business performing Data Center Services, whether directly or indirectly, as an director, officer, owner, member, stockholder, partner, proprietor, joint venturer, stockholder, employee, consultantbroker, independent contractoragent, agent or otherwise; (B) Solicit (directly or indirectlyprincipal, for its own accounttrustee, corporate officer, director, licensor, or for in any capacity whatsoever, engage or assist any person or entity to engage in the account of others) orders for services Levi's or products of a kind Dockers outlet business in any location in any geographic area in the United States or nature like or similar to the Data Center Services performed by the BusinessPuerto Rico; provided, or products sold by the Businesshowever, from any party that was a client or customer of the Business, or which the Business was soliciting to be its client or customer, during the twelve (12) month period preceding the Closing Date; (C) Hire, or solicit for employment, any individual who within the twelve (12) month period prior to such employment or solicitation, was an employee of the Buyer or the Business, or induce or attempt to induce any employee of the Buyer or the Business to terminate his or her employment with the Buyer or the Business, provided that with respect to T▇▇▇▇▇▇▇▇ may own any securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent (1%) of any class of stock or securities of such corporation. (b) During the period commencing on the Separation Date and ending on November 19, 2001, ▇▇▇▇▇▇▇▇ shall not request any suppliers or customers with whom the Company has a business relationship to cancel or terminate any such business relationship with the Company or solicit any employee of the Company to leave the Company's employ. Notwithstanding the foregoing, nothing contained herein shall constitute the Company's approval or acquiescence of any actions taken by ▇▇▇▇▇▇▇▇ after November 19, 2001 to seek to cause the cancellation or termination of any business relationship between the Company and any third party and the Company reserves the right to assert any claims it may have against ▇▇▇▇▇▇▇▇ arising out of his conduct. (c) Except for the limitations and restrictions contained in this Severance Agreement, ▇▇▇▇▇▇▇▇ and Mthe Company agree that the post-employment restrictions contained in the Employment Agreement, including without limitation the post employment competition restrictions contained in paragraph 9 of the Employment Agreement are hereby waived and released and shall have no further force or effect, such that ▇▇▇▇▇▇ ▇▇▇▇▇▇, the restriction in this Section 9(c)(i)(C) will apply for a period of two years after the Closing Date; (D) Urge any client or customer, or potential client or customer, of the Buyer or the Business to discontinue business, in whole or in part, or not to do business, with the Buyer or the Business. (ii) The Seller expressly acknowledges and agrees (A) that the restrictions set forth herein are reasonable, in terms of scope, duration, geographic area, and otherwise, (B) that the protections afforded to the Buyer hereunder are necessary to protect its legitimate business interests, and (C) that the agreement to observe such restrictions form a material part of the consideration for this Agreement. If any restriction set forth in this Section 9(c) is held by a court of competent jurisdiction to be unreasonable, unlawful or unenforceable with respect to one or more geographic areas, lines of business and/or months of duration, then the Seller agrees, and hereby submits, to the reduction and limitation of such restriction, and the Parties hereto do hereby expressly authorize any court of competent jurisdiction to enforce any such provision or portion thereof or to modify any such provision or portion thereof in order that any such provision or portion thereof shall be enforced by such court to the fullest extent permitted by Applicable Laws. Notwithstanding any of the foregoing, if any Applicable Law shall reduce the time period during which the Seller shall be prohibited from engaging in any competitive activity described in this Section 9(c), the period of time for which the Seller shall be prohibited from engaging in competitive activities pursuant to this Section 9(c) shall be the maximum time permitted by such Applicable Law. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Section 9(c) were not performed in accordance with their specific terms. Because the amount of damages that might be sustained by the Buyer resulting from or arising out of a breach of any provision of this Section 9(c) are uncertain and not ascertainable at this time, in the event of a breach or violation of the terms or conditions of this Section 9(c), the Buyer shall be entitled to damages in the amount of fifty percent (50%) of the Gross Margin received by the Seller or its Affiliates resulting from the breach or violation of this Section 9(c), provided that the maximum aggregate amount payable pursuant to this Section 9(c)(ii) shall be equal to the Purchase Price. (iii) Notwithstanding anything set forth in Section 9(c)(i) above, the Buyer acknowledges and agrees that: (A) the Seller or its Affiliates may, in the Territory, solicit orders for Data Center Services and products related thereto from, and provide Data Center Services and products related thereto to, those specific customers identified on Schedule 9(c)(iii); (B) the Seller or its Affiliates may provide Configuration Services and Fulfillment Services; and (C) pursuant to the Transition Services Agreement, T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be permitted entitled to provide certain consulting services to the Seller from and after the Closing Date; provided, however, that except with respect to the first customer specifically identified on Schedule 9(c)(iii), the Seller shall not (1) use the Navio software in the Territory during the period specified in the Navio License Agreement; or (2) engage T▇▇▇▇▇ ▇▇▇▇▇ or M▇▇▇▇▇▇ ▇▇▇▇▇▇ to provide consulting services in the Territory in connection with the activities described in Sections 9(c)(iii)(A) and (B) aboveaccept future employment.

Non-Competition and Non-Solicitation. (i) Subject In order to protect the exceptions set forth in Section 9(c)(iii)Company’s proprietary information and good will, during the Seller agrees that, Executive’s employment with the Company and for a period of 12 nine (9) months after following (i) the Closing Datedelivery of a Notice of Termination, in the Seller and its Affiliates shall not, within North America case of an Involuntary Departure or (ii) the termination of the Executive’s employment for any other reason (the “TerritoryRestricted Period”): (A) Participate or engage in any business performing Data Center Services), whether the Executive will not directly or indirectly, whether as an director, officer, owner, member, stockholder, partner, proprietorshareholder, joint venturerdirector, manager, consultant, agent, employee, consultant, independent contractor, agent co-venturer or otherwise; , engage, participate or invest in any Competing Business. For purposes hereof, the term “Competing Business” shall mean any entity engaged in the discovery, development or commercialization of gene editing technology for human therapeutics. Notwithstanding the foregoing, nothing contained hereinabove or hereinbelow shall be deemed to prohibit the Executive from (Bi) Solicit acquiring, solely as an investment, shares of capital stock (or other interests) of any corporation (or other entity) not exceeding 2% of such corporation’s (or other entity’s) then outstanding shares of capital stock (or equity interest), or (ii) working for a line of business, division or unit of a larger entity that competes with the Company as long as the Executive’s activities for such line of business, division or unit do not involve work by the Executive on matters that are directly competitive with the Company’s business. In addition, during the Restricted Period, the Executive will not, directly or indirectly, for its own accountin any manner, or other than for the account of others) orders for services or products of a kind or nature like or similar to the Data Center Services performed by the Business, or products sold by the Business, from any party that was a client or customer benefit of the Business, Company (i) divert or which the Business was soliciting to be its client or customer, during the twelve (12) month period preceding the Closing Date; (C) Hire, or solicit for employment, any individual who within the twelve (12) month period prior to such employment or solicitation, was an employee take away customers of the Buyer Company or the Businessany of its suppliers; and/or (ii) solicit, or induce or entice, attempt to induce persuade any other employee or consultant of the Buyer or Company to leave the Business to terminate his or her Company for any reason (other than the termination of subordinate employees undertaken in the course of my employment with the Buyer or the Business, provided that with respect to T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇, the restriction in this Section 9(c)(i)(C) will apply for a period of two years after the Closing Date; (D) Urge any client or customer, or potential client or customer, of the Buyer or the Business to discontinue business, in whole or in part, or not to do business, with the Buyer or the Business. (ii) Company). The Seller expressly Executive acknowledges and agrees (A) that if the restrictions set forth herein are reasonable, in terms of scope, duration, geographic area, and otherwise, (B) that the protections afforded to the Buyer hereunder are necessary to protect its legitimate business interests, and (C) that the agreement to observe such restrictions form a material part of the consideration for this Agreement. If any restriction set forth in this Section 9(c) is held by a court of competent jurisdiction to be unreasonable, unlawful or unenforceable with respect to one or more geographic areas, lines of business and/or months of duration, then the Seller agrees, and hereby submits, to the reduction and limitation of such restriction, and the Parties hereto do hereby expressly authorize any court of competent jurisdiction to enforce any such provision or portion thereof or to modify any such provision or portion thereof in order that any such provision or portion thereof shall be enforced by such court to the fullest extent permitted by Applicable Laws. Notwithstanding any of the foregoing, if any Applicable Law shall reduce the time period during which the Seller shall be prohibited from engaging in any competitive activity described in this Section 9(c), the period of time for which the Seller shall be prohibited from engaging in competitive activities pursuant to this Section 9(c) shall be the maximum time permitted by such Applicable Law. The Parties agree that irreparable damage would occur in the event that Executive violates any of the provisions of this Section 9(c) were not performed in accordance with their specific terms. Because the amount of damages that might be sustained by the Buyer resulting from or arising out of a breach of any provision of this Section 9(c) are uncertain and not ascertainable at this time, in the event of a breach or violation of the terms or conditions of this Section 9(cparagraph 7(b), the Buyer shall be entitled to damages in the amount of fifty percent (50%) running of the Gross Margin received Restricted Period will be extended by the Seller or its Affiliates resulting from time during which the breach or violation of this Section 9(cExecutive engages in such violation(s), provided that the maximum aggregate amount payable pursuant to this Section 9(c)(ii) shall be equal to the Purchase Price. (iii) Notwithstanding anything set forth in Section 9(c)(i) above, the Buyer acknowledges and agrees that: (A) the Seller or its Affiliates may, in the Territory, solicit orders for Data Center Services and products related thereto from, and provide Data Center Services and products related thereto to, those specific customers identified on Schedule 9(c)(iii); (B) the Seller or its Affiliates may provide Configuration Services and Fulfillment Services; and (C) pursuant to the Transition Services Agreement, T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be permitted to provide certain consulting services to the Seller from and after the Closing Date; provided, however, that except with respect to the first customer specifically identified on Schedule 9(c)(iii), the Seller shall not (1) use the Navio software in the Territory during the period specified in the Navio License Agreement; or (2) engage T▇▇▇▇▇ ▇▇▇▇▇ or M▇▇▇▇▇▇ ▇▇▇▇▇▇ to provide consulting services in the Territory in connection with the activities described in Sections 9(c)(iii)(A) and (B) above.

Non-Competition and Non-Solicitation. In consideration of Employee’s employment hereunder and the additional benefits derived by Employee as a result of this Agreement, Employee agrees to the following: (a) Employee hereby agrees that during the period commencing on the date hereof and ending on the date that is the later of (i) Subject the second (2nd) anniversary of the date of the termination of Employee’s employment with the Company for any reason regardless of the circumstances thereof and (ii) in the case of a termination by the Company without Cause or a resignation by Employee for Good Reason, if Employee receives benefits subsequent to the exceptions set forth in date twenty four (24) month after the termination of employment pursuant to Section 9(c)(iii6(e)(iv), the Seller agrees that, for a period of 12 months after the Closing Date, the Seller and its Affiliates shall not, within North America last day that Employee receives benefits pursuant to such Section 6(e)(iv) (the “TerritoryNoncompetition Period”): (A) Participate or engage in any business performing Data Center Services), whether Employee will not, without the express written consent of the Company, directly or indirectly, anywhere in the United States or in any foreign country in which the Company has conducted business, is conducting business or is presently contemplating conducting business, engage in any activity which is, or participate or invest in, or provide or facilitate the provision of financing to, or assist (whether as an owner, part-owner, shareholder, member, partner, director, officer, ownertrustee, member, stockholder, partner, proprietor, joint venturer, employee, consultant, independent contractorexecutive, agent or otherwise; (B) Solicit (directly or indirectly, for its own accountconsultant, or for in any other capacity), any business, organization or Person other than the account of others) orders for services Company (or products of a kind any subsidiary or nature like or similar to the Data Center Services performed by the Business, or products sold by the Business, from any party that was a client or customer affiliate of the BusinessCompany), including any such business, organization or Person involving, or which is, a family member of Employee, whose business, activities, products or services are competitive with any of the Business was soliciting business, activities, products or services conducted or offered or proposed to be conducted or offered by the Company or its client subsidiaries during any period in which Employee is employed by the Company or customerany of its subsidiaries. Without implied limitation, during the twelve foregoing covenant shall be deemed to prohibit (12other than through a general solicitation not targeted at the Company or its subsidiaries) month period preceding the Closing Date; (Ca) Hire, hiring or solicit engaging or attempting to hire or engage for employment, or on behalf of Employee or any individual who within the twelve (12) month period prior to such employment or solicitation, was an employee of the Buyer or the Business, or induce or attempt to induce competitor any employee of the Buyer Company, Parent or any of their direct and/or indirect subsidiaries, or any former employee of the Business Company, Parent or any of their direct and/or indirect subsidiaries who was employed during the six (6) month period immediately preceding the date of such attempt to hire or engage, (b) encouraging for or on behalf of Employee or any such competitor any such employee to terminate his or her relationship or employment with the Buyer Company, Parent or the Business, provided that with respect to T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇, the restriction in this Section 9(c)(i)(C) will apply for a period any of two years after the Closing Date; (D) Urge any client or customertheir direct and/or indirect subsidiaries, or potential client (c) recruiting, soliciting or customer, diverting for or on behalf of Employee or any such competitor any customer of the Buyer Company, Parent or any of their direct and/or indirect subsidiaries, or any former customer of the Business to discontinue Company, Parent or any of their direct and/or indirect subsidiaries who was a customer during the six (6) month period immediately preceding the date of such recruitment, solicitation or diversion for the purpose of providing any business, activities, products or services the same as or substantially similar to the business, activities, products or services provided or offered by the Company. Notwithstanding anything herein to the contrary, Employee may make passive investments in whole or in partany enterprise the shares of which are publicly traded if such investment constitutes less than five percent (5%) of the equity of such enterprise. Employee agrees that if a court of competent jurisdiction determines that any restriction, or not to do businessportion thereof, with the Buyer or the Business. (ii) The Seller expressly acknowledges and agrees (A) that the restrictions set forth herein are reasonable, in terms of scope, duration, geographic area, and otherwise, (B) that the protections afforded to the Buyer hereunder are necessary to protect its legitimate business interests, and (C) that the agreement to observe such restrictions form a material part of the consideration for this Agreement. If any restriction set forth in this Section 9(c) 7 is held by overly restrictive and unenforceable, the court may reduce or modify such restrictions to those which it deems reasonable and enforceable under the circumstances, and as so reduced or modified, the parties hereto agree that the restrictions of this Section 7 shall remain in full force and effect. Employee further agrees that if a court of competent jurisdiction to be unreasonable, unlawful or unenforceable with respect to one or more geographic areas, lines of business and/or months of duration, then the Seller agrees, and hereby submits, to the reduction and limitation of such restriction, and the Parties hereto do hereby expressly authorize any court of competent jurisdiction to enforce any such provision or portion thereof or to modify any such provision or portion thereof in order determines that any such provision or portion thereof shall be enforced by such court to the fullest extent permitted by Applicable Laws. Notwithstanding any of the foregoing, if any Applicable Law shall reduce the time period during which the Seller shall be prohibited from engaging in any competitive activity described in this Section 9(c), the period of time for which the Seller shall be prohibited from engaging in competitive activities pursuant to this Section 9(c) shall be the maximum time permitted by such Applicable Law. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Section 9(c) were not performed in accordance with their specific terms. Because the amount of damages that might be sustained by the Buyer resulting from or arising out of a breach of any provision of this Section 9(c) 7 is unenforceable, the remaining provisions of this Section 7 and the remainder of this Agreement shall not be affected thereby, and shall remain in full force and effect. Employee acknowledges that the restrictions contained in this paragraph in view of the nature of the Company’s business, are uncertain reasonable and necessary to protect the Company’s legitimate business interests and that any violation of this paragraph would result in irreparable injury to the Company, and that monetary damages may not ascertainable at this time, in be sufficient to compensate the Company for any economic loss which may be incurred by reason of breach of the foregoing restrictive covenants. In the event of a breach or violation a threatened breach by Employee of the terms or conditions of any provision in this Section 9(c)paragraph, the Buyer Company shall be entitled to damages in a temporary restraining order and injunctive relief restraining Employee from the amount commission of fifty percent (50%) of any breach, and to recover the Gross Margin received by the Seller or its Affiliates resulting from Company’s attorneys’ fees, costs and expenses related to the breach or violation threatened breach. Nothing contained in this paragraph shall be construed as prohibiting the Company from pursuing any other remedies available to it for any breach or threatened breach, including, without limitation, the recovery of money damages, attorneys’ fees and costs. The restrictions in this paragraph shall each be construed as independent of any other provisions in this Agreement, and the existence of any claim or cause of action by Employee against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement of this Agreement. If Employee violates any of the restrictions contained in this Section, the restrictive period will be suspended and will not run in favor of Employee from the time of the commencement of any violation until the time when Employee cures the violation to the Company’s reasonable satisfaction. (b) During and after Employee’s employment, Employee shall cooperate fully with the Company in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company that relate to events or occurrences that transpired while Employee was employed by the Company. Employee’s full cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company at mutually convenient times. During and after the Employment, Employee also shall cooperate fully with the Company in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while Employee was employed by the Company. Subject to Section 9(c17(d), provided that the maximum aggregate amount payable Company shall reimburse Employee for any reasonable fees and reasonable out-of-pocket expenses incurred in connection with Employee’s performance of obligations pursuant to this Section 9(c)(ii7(b) and such cooperation shall be equal to the Purchase Priceat reasonable times and upon reasonable advance notice. (iiic) Notwithstanding anything set forth in Section 9(c)(i) aboveEmployee agrees, while he is employed by the Buyer acknowledges Company, to offer or otherwise make known or available to it, as directed by the Board of the Company and agrees that: (A) the Seller without additional compensation or its Affiliates mayconsideration, any business prospects, contracts or other business opportunities that Employee may discover, find, develop or otherwise have available to Employee in the TerritoryCompany’s general industry and further agrees that any such prospects, solicit orders for Data Center Services and products related thereto from, and provide Data Center Services and products related thereto to, those specific customers identified on Schedule 9(c)(iii); (B) the Seller contacts or its Affiliates may provide Configuration Services and Fulfillment Services; and (C) pursuant to the Transition Services Agreement, T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇ other business opportunities shall be permitted to provide certain consulting services to the Seller from and after property of the Closing Date; provided, however, that except with respect to the first customer specifically identified on Schedule 9(c)(iii), the Seller shall not (1) use the Navio software in the Territory during the period specified in the Navio License Agreement; or (2) engage T▇▇▇▇▇ ▇▇▇▇▇ or M▇▇▇▇▇▇ ▇▇▇▇▇▇ to provide consulting services in the Territory in connection with the activities described in Sections 9(c)(iii)(A) and (B) aboveCompany.

Non-Competition and Non-Solicitation. (i) Subject to the exceptions set forth 4.1 The Employee agrees and undertakes that he will not, for so long as this Agreement is in Section 9(c)(iii), the Seller agrees that, effect and for a period of 12 months after the Closing Date, the Seller and its Affiliates shall not, within North America one (1) year thereafter (the “TerritoryNon-Competition Period”): (A) Participate ), compete or engage in any business performing Data Center Servicesto assist others to compete, whether directly or indirectly, with the business of the Company, as an directorconducted prior to the date the Employee ceases to serve in the Position. 4.2 The Employee further agrees and undertakes that during the Non-Competition Period, officer, owner, member, stockholder, partner, proprietor, joint venturer, employee, consultant, independent contractor, agent or otherwise; (B) Solicit (he will not directly or indirectly, for its own account, or for the account of others) orders for services or products of a kind or nature like or indirectly solicit any business which is similar to the Data Center Services performed Company’s business from individuals or entities that are customers, suppliers or contractors of the Company, any of its subsidiaries or affiliates, without the prior written consent of the CEO. 4.3 The Employee further agrees and undertakes that during the Non-Competition Period, without the prior written consent of the CEO, he will not offer to employ, in any way directly or indirectly solicit or seek to obtain or achieve the employment by any business or entity of, employ, any person employed by either the BusinessCompany, its subsidiaries, affiliates, or products sold by any successors or assigns thereof. 4.4 The Parties hereto agree that the Business, from any party that was a client or customer of the Business, or duration and area for which the Business was soliciting to be its client or customer, during the twelve (12) month period preceding the Closing Date; (C) Hire, or solicit for employment, any individual who within the twelve (12) month period prior to such employment or solicitation, was an employee of the Buyer or the Business, or induce or attempt to induce any employee of the Buyer or the Business to terminate his or her employment with the Buyer or the Business, provided that with respect to T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇, the restriction covenants set forth in this Section 9(c)(i)(C) will apply for a period of two years after 4 are to be effective are necessary to protect the Closing Date; (D) Urge any client or customer, or potential client or customer, legitimate interests of the Buyer or the Business to discontinue business, in whole or in part, or not to do business, with the Buyer or the Business. (ii) The Seller expressly acknowledges Company and agrees (A) that the restrictions set forth herein its development efforts and accordingly are reasonable, in terms of their geographical and temporal scope, duration, geographic area, and otherwise, (B) that the protections afforded to the Buyer hereunder are necessary to protect its legitimate business interests, and (C) that the agreement to observe such restrictions form a material part of the consideration for this Agreement. If any restriction set forth in this Section 9(c) is held by a court of competent jurisdiction to be unreasonable, unlawful or unenforceable with respect to one or more geographic areas, lines of business and/or months of duration, then the Seller agrees, and hereby submits, to the reduction and limitation of such restriction, and the Parties hereto do hereby expressly authorize any court of competent jurisdiction to enforce any such provision or portion thereof or to modify any such provision or portion thereof in order that any such provision or portion thereof shall be enforced by such court to the fullest extent permitted by Applicable Laws. Notwithstanding any of the foregoing, if any Applicable Law shall reduce the time period during which the Seller shall be prohibited from engaging in any competitive activity described in this Section 9(c), the period of time for which the Seller shall be prohibited from engaging in competitive activities pursuant to this Section 9(c) shall be the maximum time permitted by such Applicable Law. The Parties agree that irreparable damage would occur in In the event that any court determines that the time period and/or area are unreasonable and that such covenants are to that extent unenforceable, the Parties hereto agree that such covenants shall remain in full force and effect for the greatest period of time and in the provisions of this Section 9(c) were greatest geographical area that would not performed in accordance with their specific termsrender them unenforceable. Because In addition, the amount of damages Employee acknowledges and agrees that might be sustained by the Buyer resulting from or arising out of a breach of any provision of this Section 9(c) are uncertain Sections 3, 4 or 5 hereof, may cause irreparable harm to the Company, its subsidiaries, and/or affiliates and not ascertainable at this time, in that the event of a breach or violation of the terms or conditions of this Section 9(c), the Buyer Company shall be entitled to damages in specific performance of this Agreement or an injunction without proof of special damages, together with the amount of fifty percent (50%) of the Gross Margin received costs and reasonable attorney’s fees and disbursements incurred by the Seller Company in enforcing its rights under Sections 3, 4 or its Affiliates resulting from the breach or violation of this Section 9(c), provided 5. The Employee acknowledges that the maximum aggregate amount payable pursuant to this Section 9(c)(ii) shall be equal to the Purchase Price. (iii) Notwithstanding anything set forth in Section 9(c)(i) abovecompensation and benefits he receives hereunder are paid, the Buyer acknowledges and agrees that: (A) the Seller or its Affiliates mayinter alia, in the Territory, solicit orders as consideration for Data Center Services and products related thereto from, and provide Data Center Services and products related thereto to, those specific customers identified on Schedule 9(c)(iii); (B) the Seller or its Affiliates may provide Configuration Services and Fulfillment Services; and (C) pursuant to the Transition Services Agreement, T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be permitted to provide certain consulting services to the Seller from and after the Closing Date; provided, however, that except with respect to the first customer specifically identified on Schedule 9(c)(iii), the Seller shall not (1) use the Navio software in the Territory during the period specified in the Navio License Agreement; or (2) engage T▇▇▇▇▇ ▇▇▇▇▇ or M▇▇▇▇▇▇ ▇▇▇▇▇▇ to provide consulting services in the Territory in connection with the activities described his undertakings contained in Sections 9(c)(iii)(A) 3, 4 and (B) above5.

Non-Competition and Non-Solicitation. (i) Subject In consideration of the salary paid to the exceptions set forth in Section 9(c)(iii)Executive by the Company, the Seller Executive agrees that, that during the term of the Employment and for a period of 12 twelve (12) months after following the Closing Datetermination of the Employment for any reason, the Seller and its Affiliates he shall not, within North America (without the “Territory”):prior written approval of the Company: (Aa) Participate The Executive will not approach clients, customers or engage contacts of the Company or the Group, users of the Company’s or the Group’s services, or other persons or entities introduced to the Executive in the Executive’s capacity as a representative of the Company or the Group for the purposes of doing business with such persons or entities which will harm the business relationship between the Company or the Group and such persons and/or entities; (b) Except for the entities listed on Appendix B, the Executive will not assume employment with or provide services as a director, consultant or otherwise for any Competitor, or engage, whether as principal, partner, licensor or otherwise, in any business performing Data Center ServicesCompetitor; and (c) the Executive will not seek, whether directly or indirectly, as an by the offer of alternative employment or other inducement whatsoever, to solicit the services of any officer, director, officer, owner, member, stockholder, partner, proprietor, joint venturer, employee, consultant, independent contractor, agent or otherwise; (B) Solicit (directly employee of the Company or indirectly, for its own accountany member of the Group employed or engaged as at or after the date of such termination, or for the account of others) orders for services or products of a kind or nature like or similar to the Data Center Services performed by the Business, or products sold by the Business, from any party that was a client or customer of the Business, or which the Business was soliciting to be its client or customer, during in the twelve (12) month period months preceding such termination. The provisions contained in Section 9 are considered reasonable by the Closing Date; (C) Hire, or solicit for employment, any individual who within Executive in order to protect the twelve (12) month period prior to such employment or solicitation, was an employee legitimate business interest of the Buyer or the Business, or induce or attempt to induce any employee of the Buyer or the Business to terminate his or her employment with the Buyer or the Business, provided that with respect to T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇, the restriction in this Section 9(c)(i)(C) will apply for a period of two years after the Closing Date; (D) Urge any client or customer, or potential client or customer, of the Buyer or the Business to discontinue business, in whole or in part, or not to do business, with the Buyer or the Business. (ii) The Seller expressly acknowledges and agrees (A) that the restrictions set forth herein are reasonable, in terms of scope, duration, geographic area, and otherwise, (B) that the protections afforded to the Buyer hereunder are necessary to protect its legitimate business interests, and (C) that the agreement to observe such restrictions form a material part of the consideration for this Agreement. If any restriction set forth in this Section 9(c) is held by a court of competent jurisdiction to be unreasonable, unlawful or unenforceable with respect to one or more geographic areas, lines of business and/or months of duration, then the Seller agrees, and hereby submits, to the reduction and limitation of such restriction, Company and the Parties hereto do hereby expressly authorize any court of competent jurisdiction to enforce any such provision or portion thereof or to modify any such provision or portion thereof in order that any such provision or portion thereof shall be enforced by such court to the fullest extent permitted by Applicable LawsGroup. Notwithstanding any of the foregoing, if any Applicable Law shall reduce the time period during which the Seller shall be prohibited from engaging in any competitive activity described in this Section 9(c), the period of time for which the Seller shall be prohibited from engaging in competitive activities pursuant to this Section 9(c) shall be the maximum time permitted by such Applicable Law. The Parties agree that irreparable damage would occur in In the event that any such provisions should be found to be void under applicable laws but would be valid if some part thereof was deleted or the period or area of application reduced, such provisions shall apply with such modification as may be necessary to make them valid and effective. INDONESIA ENERGY CORPORATION LIMITED This Section 9 shall survive the termination of this Agreement for any reason. In the event the Executive breaches this Section 9, the Executive acknowledges that there will be no adequate remedy at law, and the Company or the applicable member of the provisions of this Section 9(c) were not performed in accordance with their specific terms. Because the amount of damages that might be sustained by the Buyer resulting from or arising out of a breach of any provision of this Section 9(c) are uncertain and not ascertainable at this time, in the event of a breach or violation of the terms or conditions of this Section 9(c), the Buyer Group shall be entitled to injunctive relief and/or a decree for specific performance, and such other relief as may be proper (including monetary damages in if appropriate). In any event, the amount of fifty percent (50%) Company or any applicable member of the Gross Margin received by the Seller or its Affiliates resulting from the breach or violation of this Section 9(c), provided that the maximum aggregate amount payable pursuant Group shall have right to this Section 9(c)(ii) shall be equal to the Purchase Priceseek all remedies permissible under applicable law. (iii) Notwithstanding anything set forth in Section 9(c)(i) above, the Buyer acknowledges and agrees that: (A) the Seller or its Affiliates may, in the Territory, solicit orders for Data Center Services and products related thereto from, and provide Data Center Services and products related thereto to, those specific customers identified on Schedule 9(c)(iii); (B) the Seller or its Affiliates may provide Configuration Services and Fulfillment Services; and (C) pursuant to the Transition Services Agreement, T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be permitted to provide certain consulting services to the Seller from and after the Closing Date; provided, however, that except with respect to the first customer specifically identified on Schedule 9(c)(iii), the Seller shall not (1) use the Navio software in the Territory during the period specified in the Navio License Agreement; or (2) engage T▇▇▇▇▇ ▇▇▇▇▇ or M▇▇▇▇▇▇ ▇▇▇▇▇▇ to provide consulting services in the Territory in connection with the activities described in Sections 9(c)(iii)(A) and (B) above.

Non-Competition and Non-Solicitation. 8.1 MS and ▇▇▇▇ acknowledge that the consideration to which they are entitled hereunder is based upon, among other things, payment for their non competition undertakings and therefore, until the later of (i) Subject to the exceptions set forth in Section 9(c)(iii), the Seller agrees that, for a period of 12 24 months after the Closing Datedate of termination of this Agreement for any reason whatsoever and (ii) 24 months from the date hereof, the Seller and its Affiliates they shall not, within North America (other than pursuant to the “Territory”):provisions of this Agreement: (A) Participate or engage 8.1.1 Engage in any business performing Data Center Servicescapacity whatsoever, whether independently or as employees, consultants or otherwise, directly or indirectly, through any corporate body or with or through others, in any activity which has a direct competition to the research, development, design, , manufacturing, engineering and/or marketing of products or materials related to the Company’s current and/or future products. 8.1.2 Accept any position, whether as employee, consultant or otherwise, or hold any interest, in any corporate body which competes with Company in any field related to the Services; provided, however that nothing stated herein shall preclude MS and/or ▇▇▇▇ from owning a stock interest not greater than 5% in any publicly traded corporation. 8.1.3 Whether on their own account and/or on behalf of others, in any way offer, solicit, interfere with, endeavor to entice away from Company and/or any of its affiliates, and/or otherwise contact and/or enter into any contractual or other arrangements with, any person, firm or company with whom Company and/or any of its affiliates shall have any contractual and/or commercial relationship as an director, officer, owner, member, stockholder, partner, proprietor, joint venturer, employee, consultant, independent contractorlicenser, joint venture, supplier, customer, distributor, agent or otherwise;contractor of whatsoever nature. (B) Solicit (directly or indirectly, for its own account, or for the account 8.2 The provisions of others) orders for services or products this Section shall survive termination of a kind or nature like or similar to the Data Center Services performed by the Business, or products sold by the Business, from any party that was a client or customer of the Business, or which the Business was soliciting to be its client or customer, during the twelve (12) month period preceding the Closing Date;this Agreement. (C) Hire, or solicit for employment, any individual who within the twelve (12) month period prior to such employment or solicitation, was an employee of the Buyer or the Business, or induce or attempt to induce any employee of the Buyer or the Business to terminate his or her employment with the Buyer or the Business, provided that with respect to T▇8.3 MS and ▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇, the restriction in this Section 9(c)(i)(C) will apply for a period of two years after the Closing Date; (D) Urge any client or customer, or potential client or customer, of the Buyer or the Business to discontinue business, in whole or in part, or not to do business, with the Buyer or the Business. (ii) The Seller expressly acknowledges and agrees (A) acknowledge that the restrictions set forth herein are reasonable, in terms of scope, duration, geographic area, and otherwise, (B) that the protections afforded to the Buyer hereunder are necessary to protect its legitimate business interests, and (C) that the agreement to observe such restrictions form a material part of the consideration for this Agreement. If any restriction set forth in this Section 9(c) is held by a court of competent jurisdiction to be unreasonable, unlawful or unenforceable with respect to one or more geographic areas, lines of business and/or months of duration, then the Seller agrees, and hereby submits, to the reduction and limitation of such restriction, and the Parties hereto do hereby expressly authorize any court of competent jurisdiction to enforce any such provision or portion thereof or to modify any such provision or portion thereof in order that any such provision or portion thereof shall be enforced by such court to the fullest extent permitted by Applicable Laws. Notwithstanding any of the foregoing, if any Applicable Law shall reduce the time period during which the Seller shall be prohibited from engaging in any competitive activity described in this Section 9(c), the period of time for which the Seller shall be prohibited from engaging in competitive activities pursuant to this Section 9(c) shall be the maximum time permitted by such Applicable Law. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Section 9(c) were not performed in accordance with 8 are derived from their specific terms. Because the amount of damages that might be sustained by the Buyer resulting from or arising out of a breach of any provision of this Section 9(c) are uncertain and not ascertainable at this time, in the event of a breach or violation of the terms or conditions of this Section 9(c), the Buyer shall be entitled to damages in the amount of fifty percent (50%) of the Gross Margin received by the Seller or its Affiliates resulting from the breach or violation of this Section 9(c), provided that the maximum aggregate amount payable pursuant to this Section 9(c)(ii) shall be equal access to the Purchase Price. (iii) Notwithstanding anything set forth in Section 9(c)(i) above, Confidential Information and are reasonable and necessary to legitimately protect the Buyer acknowledges Company’s Confidential Information. MS and agrees that: (A) the Seller or its Affiliates may, in the Territory, solicit orders for Data Center Services and products related thereto from, and provide Data Center Services and products related thereto to, those specific customers identified on Schedule 9(c)(iii); (B) the Seller or its Affiliates may provide Configuration Services and Fulfillment Services; and (C) pursuant to the Transition Services Agreement, T▇▇▇▇▇ ▇further acknowledge that they have carefully reviewed the provisions of this Section 8, they fully understand the consequences thereof and they have assessed the respective advantages and disadvantages to them of entering into this Agreement. MS and ▇▇▇▇ also acknowledge that the compensation set under Section 5 to this Agreement is also a proper compensation for their undertakings and M▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be permitted to provide certain consulting services to obligations set in this Section 8. 8.4 All of the Seller from and after the Closing Date; provided, however, that except with respect to the first customer specifically identified on Schedule 9(c)(iii), the Seller above provisions shall not (1) use the Navio software in the Territory during the period specified in the Navio License Agreement; or (2) engage T▇▇▇▇▇ ▇▇▇▇▇ or M▇▇▇▇▇▇ ▇▇▇▇▇▇ apply to provide consulting services in the Territory in connection any of MS and/or Noam’s current and/or future engagements with the activities described in Sections 9(c)(iii)(A) and (B) aboveMedivision and/or any of its affiliates.

Non-Competition and Non-Solicitation. (i) Subject to 7.1 The Employee undertakes, throughout his employment with the exceptions set forth in Section 9(c)(iii), the Seller agrees that, Corporation and for a period of 12 24 months after immediately following the Closing Datedate upon which he ceases to be employed by the Corporation for any reason whatsoever, to refrain from directly or indirectly performing duties, carrying out activities, or entering into business, in any capacity whatsoever, including, without limitation, as a shareholder, partner, consultant, employer, employee, principal, agent, franchisee, franchisor, distributor, advisor or lender related to the Corporation’s industry sector notably, without limiting the generality of the foregoing, the Seller design, production, sale and its Affiliates shall distribution of optical sensing systems that use single or several light-emitting diode(s) (“LED”) sources, in the visible spectrum of light or not, within North America for purposes of detection, distance measurement or both, all based upon the measurement of the time of flight of the emitted light (“Forbidden Activities”), throughout the territory of the world (the “Territory”): ). Notwithstanding Section 7.1, if the Employee holds a passive investment representing no more than two percent (A2%) Participate or engage in any business performing Data Center Services, whether directly or indirectly, as an director, officer, owner, member, stockholder, partner, proprietor, joint venturer, employee, consultant, independent contractor, agent or otherwise; (B) Solicit (directly or indirectly, for its own account, or for the account of others) orders for services or products of a kind or nature like or similar to the Data Center Services performed by the Business, or products sold by the Business, from any party that was a client or customer of the Business, or which the Business was soliciting to be its client or customer, during the twelve (12) month period preceding the Closing Date; (C) Hire, or solicit for employment, any individual who within the twelve (12) month period prior to such employment or solicitation, was an employee of the Buyer or the Business, or induce or attempt to induce any employee of the Buyer or the Business to terminate his or her employment with the Buyer or the Business, provided issued and outstanding shares in a company listed on a recognized exchange that with respect to T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇, the restriction in this Section 9(c)(i)(C) will apply for a period of two years after the Closing Date; (D) Urge any client or customer, or potential client or customer, of the Buyer or the Business to discontinue businessoperates, in whole or in part, directly or indirectly in the Forbidden Activities, this shall not constitute a failure to do business, comply with the Buyer or the Businessobligations set forth in this Agreement. (ii) 7.2 The Seller expressly acknowledges Employee undertakes, throughout his employment with the Corporation and agrees (A) that for a period of 24 months immediately following the restrictions set forth herein are reasonabledate on which he ceases to be employed with the Corporation for any reason whatsoever, to refrain from directly or indirectly soliciting the Corporation’s clients in any capacity whatsoever, including, without limitation, as a shareholder, partner, consultant, employer, employee, principal, agent, franchisee, franchisor, distributor, advisor or lender, in terms order to offer them goods and/or services competitive with those provided by the Corporation, or influencing any individual to end his business relationship with the Corporation. 7.3 The Employee undertakes, throughout his employment with the Corporation and for a period of scope24 months immediately following the date on which he ceases to be employed with the Corporation for any reason whatsoever, duration, geographic areato refrain from directly or indirectly soliciting the Corporation’s employees, and otherwisethis in any capacity whatsoever, (B) that including, without limitation, as a shareholder, partner, consultant, employer, employee, principal, agent, franchisee, franchisor, distributor, advisor or lender, or influencing any individual to end his employment relationship with the protections afforded to the Buyer hereunder are necessary to protect its legitimate business interests, and (C) that the agreement to observe such restrictions form a material part of the consideration for this AgreementCorporation. If any The restriction set forth in this Section 9(c) is held by a court Article does not apply to general employment solicitation not directed towards one of competent jurisdiction to be unreasonable, unlawful or unenforceable with respect to one or more geographic areas, lines the Corporation’s employees. 7.4 The Employee acknowledges that the obligations contained in this Article are reasonable limitations considering the competitive context of business and/or months of duration, then the Seller agrees, and hereby submits, to Corporation’s activities. The Employee also acknowledges that the reduction and limitation of such restriction, and the Parties hereto do hereby expressly authorize any court of competent jurisdiction to enforce any such provision or portion thereof or to modify any such provision or portion thereof obligations set out in this Article are necessary in order that any such provision to protect the Corporation’s legitimate interests and do not prevent the Employee from earning a living by performing his art or portion thereof shall be enforced by such court to the fullest extent permitted by Applicable Laws. Notwithstanding any of the foregoing, if any Applicable Law shall reduce the time period during which the Seller shall be prohibited from engaging in any competitive activity described in this Section 9(c), the period of time for which the Seller shall be prohibited from engaging in competitive activities pursuant to this Section 9(c) shall be the maximum time permitted by such Applicable Law. trade. 7.5 The Parties agree that irreparable damage would occur in the event that any of the provisions of this Section 9(c) were not performed in accordance with their specific terms. Because the amount of damages that might be sustained by the Buyer resulting from or arising out of a breach of any provision of this Section 9(c) are uncertain and not ascertainable at this time, in the event of a breach or violation of the terms or conditions of this Section 9(c), the Buyer shall be entitled to damages in the amount of fifty percent (50%) of the Gross Margin received by the Seller or its Affiliates resulting from the breach or violation of this Section 9(c), provided Employee also acknowledges that the maximum aggregate amount payable pursuant to this Section 9(c)(ii) shall be equal to the Purchase Price. (iii) Notwithstanding anything undertakings set forth in Section 9(c)(i) abovethis Article constitute distinct undertakings that are separate from each other and, the Buyer acknowledges and agrees that: (A) the Seller consequently, should one of these undertakings be declared null, void, or its Affiliates mayunenforceable, in the Territory, solicit orders for Data Center Services and products related thereto fromit shall no longer be considered part of this Agreement, and provide Data Center Services and products related thereto toall other undertakings, those specific customers identified on Schedule 9(c)(iii); (B) the Seller or its Affiliates may provide Configuration Services and Fulfillment Services; and (C) pursuant shall continue to the Transition Services Agreement, T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be permitted to provide certain consulting services to the Seller from and after the Closing Date; provided, however, that except with respect to the first customer specifically identified on Schedule 9(c)(iii), the Seller shall not (1) use the Navio software in the Territory during the period specified in the Navio License Agreement; or (2) engage T▇▇▇▇▇ ▇▇▇▇▇ or M▇▇▇▇▇▇ ▇▇▇▇▇▇ to provide consulting services in the Territory in connection with the activities described in Sections 9(c)(iii)(A) and (B) aboveapply.

Non-Competition and Non-Solicitation. As consideration for and to induce the employment of the Employee by the Company pursuant to this Agreement, the Employee hereby covenants and agrees that he will not: 9.1 Except as provided herein, for the following periods (the "Non- Competition Period"), (i) Subject to during the exceptions set forth in Section 9(c)(iii), the Seller agrees that, Term and for a period of 12 months one year (1) year after the Closing DateEmployee is no longer an employee of the Company if the Employee is terminated for Cause, the Seller and its Affiliates shall notEmployee terminates his employment without Good Reason, within North America or the Employee's employment is terminated as a result of his Disability or a Force Majeure Event, or (ii) in the “Territory”): case Employee is receiving Severance Benefits for the greater of one (1) year or for as long as any Severance Benefits continue (other than in the event of (A) Participate a breach by the Employee of the Severance Conditions in which case the Non-Competition Period will continue to apply for the period during which the Employee would have received any Severance Benefits if the breach did not occur or engage (B) upon the delivery of the Lawsuit Termination Notice, in any business performing Data Center Serviceswhich case the Severance Benefits shall continue but the Non-Competition Period will immediately terminate), whether Employee will not, directly or indirectly, engage or invest in, own, manage, operate, finance, control or participate in the ownership, management, operation, financing or control of, be employed by, or render services or advice to, or guarantee any obligation of, any Person engaged (other than the Company) in any nutritional supplements, foods and nutritional beverages business (the "Business") worldwide (the "Territory") provided, that, the foregoing shall not prevent Employee from owning shares or other equity representing up to five percent (5%), of the voting power of the total shares of all classes of stock or other equity outstanding of any entity having securities listed on any U.S. national securities exchange or on any U.S. national stock market. Notwithstanding the foregoing, nothing in this Agreement shall prohibit the Employee from fulfilling its obligations (as an directorthey exist as of the date of this Agreement) in connection with employment and/or consulting relationships that exist as of the date of this Agreement. 9.2 Except as provided herein, officerfor the Non-Competition Period, ownerEmployee agrees not to, member, stockholder, partner, proprietor, joint venturer, employee, consultant, independent contractor, agent or otherwise; (B) Solicit (directly or indirectly, for its own account, or for the account of othersindirectly (A) orders for services or products of a kind or nature like or similar to the Data Center Services performed by the Business, or products sold by the Business, from any party that was a client or customer of the Business, or which the Business was soliciting to be its client or customer, during the twelve (12) month period preceding the Closing Date; (C) Hire, or solicit for employment, any individual who within the twelve (12) month period prior to such employment or solicitation, was an employee of the Buyer or the Business, or induce or attempt to induce any employee of the Buyer Company or any Affiliate of the Business Company to terminate his leave the employ of the Company or her employment any Affiliate of the Company; (B) intentionally interfere with the Buyer relationship between the Company or any Affiliate of the BusinessCompany and any employees of the Company or any Affiliate of the Company; (C) employ or otherwise engage as an employee, provided that independent contractor or in any other capacity any employee of the Company or any employee of any Affiliate of the Company holding an officer or manager position with respect to T▇▇▇▇▇ ▇▇▇▇▇ the Company or such Affiliate during such Person's employment or engagement with the Company or any such Affiliate and M▇▇▇▇▇▇ ▇▇▇▇▇▇, for one (1) year following termination of such employment or engagement with the restriction in this Section 9(c)(i)(C) will apply for a period of two years after the Closing Date; Company; or (D) Urge induce or attempt to induce any client or customer, supplier, distributor, licensee or potential client other Person to cease doing business with the Company or any Affiliate of the Company or intentionally interfere with the relationship between any such customer, supplier, distributor, licensee or other Person and the Company or any Affiliate of the Buyer or the Business to discontinue business, in whole or in part, or not to do business, with the Buyer or the Business. (ii) The Seller expressly acknowledges and agrees (A) that the restrictions set forth herein are reasonable, in terms of scope, duration, geographic area, and otherwise, (B) that the protections afforded to the Buyer hereunder are necessary to protect its legitimate business interests, and (C) that the agreement to observe such restrictions form a material part of the consideration for this Agreement. If any restriction set forth in this Section 9(c) is held by a court of competent jurisdiction to be unreasonable, unlawful or unenforceable with respect to one or more geographic areas, lines of business and/or months of duration, then the Seller agrees, and hereby submits, to the reduction and limitation of such restriction, and the Parties hereto do hereby expressly authorize any court of competent jurisdiction to enforce any such provision or portion thereof or to modify any such provision or portion thereof in order that any such provision or portion thereof shall be enforced by such court to the fullest extent permitted by Applicable Laws. Notwithstanding any of the foregoing, if any Applicable Law shall reduce the time period during which the Seller shall be prohibited from engaging in any competitive activity described in this Section 9(c), the period of time for which the Seller shall be prohibited from engaging in competitive activities pursuant to this Section 9(c) shall be the maximum time permitted by such Applicable Law. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Section 9(c) were not performed in accordance with their specific terms. Because the amount of damages that might be sustained by the Buyer resulting from or arising out of a breach of any provision of this Section 9(c) are uncertain and not ascertainable at this time, in the event of a breach or violation of the terms or conditions of this Section 9(c), the Buyer shall be entitled to damages in the amount of fifty percent (50%) of the Gross Margin received by the Seller or its Affiliates resulting from the breach or violation of this Section 9(c), provided that the maximum aggregate amount payable pursuant to this Section 9(c)(ii) shall be equal to the Purchase Price. (iii) Notwithstanding anything set forth in Section 9(c)(i) above, the Buyer acknowledges and agrees that: (A) the Seller or its Affiliates may, in the Territory, solicit orders for Data Center Services and products related thereto from, and provide Data Center Services and products related thereto to, those specific customers identified on Schedule 9(c)(iii); (B) the Seller or its Affiliates may provide Configuration Services and Fulfillment Services; and (C) pursuant to the Transition Services Agreement, T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be permitted to provide certain consulting services to the Seller from and after the Closing DateCompany; provided, however, that except with respect to the first customer specifically identified on Schedule 9(c)(iii)that, the Seller foregoing shall not (1) use the Navio software in the Territory during the period specified in the Navio License Agreement; or (2) engage T▇▇▇▇▇ ▇▇▇▇▇ or M▇▇▇▇▇▇ ▇▇▇▇▇▇ apply to provide consulting services in the Territory in connection with the activities described in Sections 9(c)(iii)(A) and (B) abovegeneral solicitations for job positions not specifically directed at any such individual.

Non-Competition and Non-Solicitation. (ia) Subject to the exceptions set forth in Section 9(c)(iii), the Seller agrees that, for For a period of 12 months after five (5) years from the Closing Date, the Seller and its Affiliates shall notwill not anywhere in the world engage or participate in, within North America (the “Territory”): (A) Participate or engage in any business performing Data Center Services, whether directly or indirectly, as an directorprincipal, officer, owner, member, stockholder, partner, proprietor, joint ventureragent, employee, employer, consultant, independent contractor, agent investor or otherwise; (B) Solicit (directly or indirectly, for its own accountpartner, or for assist in the account of others) orders for services or products of a kind or nature like or similar to the Data Center Services performed by the Businessmanagement of, or products sold by own any stock or any other ownership interest in, any business which is Competitive (as defined below); provided that the Business, from any party that was a client or customer ownership of not more than 5% of the Businessoutstanding securities of any class listed on an exchange or regularly traded in the over-the-counter market shall not constitute a violation of this Section 6.3(a). For purposes of this Agreement, a business shall be considered "Competitive" only if it involves a real-time or which the Business was soliciting contemporaneous news website. The parties agree that Seller is specifically permitted to be its client or customer, during the twelve (12) month period preceding the Closing Date; (C) Hire, or solicit for employment, any individual who within the twelve (12) month period prior continue to such employment or solicitation, was an employee of the Buyer or the Business, or induce or attempt to induce any employee of the Buyer or the Business to terminate his or her employment with the Buyer or the Business, provided that with respect to T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ develop "DJ H▇▇▇▇▇▇, ▇▇," "Ad-Fu" and "Everything" which activities the restriction in this Section 9(c)(i)(CPurchaser agrees are not Competitive. (b) will apply for For a period of two (2) years after from the Closing Date; Date (D) Urge any client or customerthe "Non-Solicitation Period"), Seller will not solicit, or potential client attempt to solicit, any officer, director, consultant or customer, employee of the Buyer Purchaser or any of its subsidiaries or affiliates engaged in the Business operations relating to discontinue business, in whole the Website to leave his or in part, or not to do business, her engagement with the Buyer Purchaser or such subsidiary or affiliate nor will it call upon, solicit, divert or attempt to solicit or divert from the BusinessPurchaser or any of its affiliates or subsidiaries any of their customers or suppliers, provided, however, that nothing in this Section 6.3(b) shall be deemed to prohibit the Seller from calling upon or soliciting a customer or supplier during the Non-Solicitation Period if such action relates solely to a business which is not Competitive with the Purchaser; and provided, further, however, that nothing in this Section 6.3(b) shall be deemed to prohibit the Seller from placing advertisements in newspapers or other media of general circulation advertising employment opportunities. (iic) The Seller expressly acknowledges It is specifically understood and agrees (A) that the restrictions set forth herein are reasonable, in terms of scope, duration, geographic area, and otherwise, (B) that the protections afforded to the Buyer hereunder are necessary to protect its legitimate business interests, and (C) that the agreement to observe such restrictions form a material part of the consideration for this Agreement. If any restriction set forth in this Section 9(c) is held by a court of competent jurisdiction to be unreasonable, unlawful or unenforceable with respect to one or more geographic areas, lines of business and/or months of duration, then the Seller agrees, and hereby submits, to the reduction and limitation of such restriction, and the Parties hereto do hereby expressly authorize any court of competent jurisdiction to enforce any such provision or portion thereof or to modify any such provision or portion thereof in order agreed that any such provision or portion thereof shall be enforced by such court to the fullest extent permitted by Applicable Laws. Notwithstanding any of the foregoing, if any Applicable Law shall reduce the time period during which the Seller shall be prohibited from engaging in any competitive activity described in this Section 9(c), the period of time for which the Seller shall be prohibited from engaging in competitive activities pursuant to this Section 9(c) shall be the maximum time permitted by such Applicable Law. The Parties agree that irreparable damage would occur in the event that any breach of the provisions of this Section 9(c) were not performed 6.3 is likely to result in accordance with their specific terms. Because irreparable injury to the amount of damages Purchaser and that might the remedy at law alone will be sustained by the Buyer resulting from or arising out of a breach of an inadequate remedy for such breach, and that in addition to any provision of this Section 9(c) are uncertain and not ascertainable at this time, in the event of a breach or violation of the terms or conditions of this Section 9(c)other remedy it may have, the Buyer Purchaser shall be entitled to damages in enforce the amount specific performance of fifty percent (50%) of the Gross Margin received this Agreement by the Seller or its Affiliates resulting from the breach or violation of this Section 9(c), provided that the maximum aggregate amount payable pursuant and to this Section 9(c)(ii) shall be equal seek both temporary and permanent injunctive relief (to the Purchase Priceextent permitted by law) without the necessity of proving actual damages. (iii) Notwithstanding anything set forth in Section 9(c)(i) above, the Buyer acknowledges and agrees that: (A) the Seller or its Affiliates may, in the Territory, solicit orders for Data Center Services and products related thereto from, and provide Data Center Services and products related thereto to, those specific customers identified on Schedule 9(c)(iii); (B) the Seller or its Affiliates may provide Configuration Services and Fulfillment Services; and (C) pursuant to the Transition Services Agreement, T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be permitted to provide certain consulting services to the Seller from and after the Closing Date; provided, however, that except with respect to the first customer specifically identified on Schedule 9(c)(iii), the Seller shall not (1) use the Navio software in the Territory during the period specified in the Navio License Agreement; or (2) engage T▇▇▇▇▇ ▇▇▇▇▇ or M▇▇▇▇▇▇ ▇▇▇▇▇▇ to provide consulting services in the Territory in connection with the activities described in Sections 9(c)(iii)(A) and (B) above.

Non-Competition and Non-Solicitation. Seller and each Member jointly and severally covenant and agree as follows: (ia) Subject to During the exceptions set forth in Section 9(c)(iiifive-year period commencing with the Closing Date (the "Noncompete Period"), the neither Seller agrees that, for a period of 12 months after the Closing Date, the Seller and its Affiliates shall not, within North America nor any Member (the “Territory”): (A) Participate or engage in any business performing Data Center Services, whether either directly or indirectly, as an director, officer, owner, member, stockholder, partner, proprietor, joint venturer, employee, consultant, independent contractor, agent through any of their respective Related Parties or otherwise;) may (i) engage in any Competing Business or (ii) own, be employed by, provide financing to, consult with or otherwise render services to any Person who is engaged in any Competing Business; provided, that the ownership of an equity interest of not more than 5% in a publicly traded entity that is engaged in a Competing Business is not a violation of this covenant so long as such Person has no participation in the business of such entity. (Bb) Solicit During the Noncompete Period, neither Seller nor any Member (either directly or indirectly, for through any of their respective Related Parties or otherwise) may solicit or induce any Person that is or was at any time during the Noncompete Period an existing employee or applicant, customer, sales representative, distributor, agent or contractor of Buyer or any of its own accountAffiliates, or for the account of others) orders for services or products of a kind or nature like or similar to the Data Center Services performed by the Business, or products sold by the Business, from any party that was a client or customer of the Business, or which the Business was soliciting to be its client or customer, during the twelve (12) month period preceding the Closing Date; (C) Hire, or solicit for employment, any individual who within the twelve (12) month period prior to such employment or solicitation, was an employee of the Buyer or the Business, or otherwise induce or attempt to induce persuade any employee of the Buyer or the Business such Person, to terminate his or her its employment or other relationship with the Buyer or the Business, provided that with respect to T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇, the restriction in this Section 9(c)(i)(C) will apply for a period any of two years after the Closing Date; (D) Urge any client or customer, or potential client or customer, of the Buyer or the Business to discontinue business, in whole or in part, or not to do business, with the Buyer or the Businessits Affiliates. (iic) The If Seller expressly acknowledges and agrees (A) that the restrictions set forth herein are reasonable, or any Member is in terms breach of scope, duration, geographic area, and otherwise, (B) that the protections afforded to the Buyer hereunder are necessary to protect its legitimate business interests, and (C) that the agreement to observe such restrictions form a material part any of the consideration for this Agreement. If any restriction provisions of subsections (a) or (b) above, then the Noncompete Periods set forth in this Section 9(c) such subsections will be extended by the length of time during which such Seller Party is held by a court in breach of competent jurisdiction to be unreasonable, unlawful or unenforceable with respect to one or more geographic areas, lines of business and/or months of duration, then the Seller agrees, and hereby submits, to the reduction and limitation any of such restriction, provisions. (d) Seller and the Parties hereto do hereby expressly authorize any court of competent jurisdiction to enforce any such provision or portion thereof or to modify any such provision or portion thereof in order that any such provision or portion thereof shall be enforced by such court to the fullest extent permitted by Applicable Laws. Notwithstanding any of the foregoing, if any Applicable Law shall reduce the time period during which the Seller shall be prohibited from engaging in any competitive activity described in this Section 9(c), the period of time for which the Seller shall be prohibited from engaging in competitive activities pursuant to this Section 9(c) shall be the maximum time permitted by such Applicable Law. The Parties Member acknowledge and agree that irreparable damage Buyer would occur in the event that be irreparably damaged if any of the provisions of this Section 9(c) were are not performed in accordance with their specific termsterms or are otherwise breached. Because Accordingly, Seller and each Member agrees that Buyer is entitled to equitable relief, including an injunction or injunctions to prevent breaches of this Section and has the amount of damages that might right to specifically enforce this Section against Seller and each Member in addition to any other remedy to which Buyer may be sustained by entitled hereunder, at law or in equity. (e) Notwithstanding the Buyer resulting from or arising out of a breach of foregoing, if any provision of the restrictions stated in this Section 9(c) are uncertain and not ascertainable at this timeSection, in the event of a breach or violation any part thereof, is held to be unenforceable, including without limitation because of the terms duration thereof or conditions the range of this Section 9(c)activities or geographic area covered thereby, the Buyer shall be entitled to damages in the amount of fifty percent (50%) of the Gross Margin received by the Seller or its Affiliates resulting from the breach or violation of this Section 9(c), provided parties agree that the maximum aggregate amount payable pursuant court making such determination shall modify the offending provision, including without limitation by reducing the duration of such provision or the geographic area or activities to this Section 9(c)(ii) shall be equal which it applies, only to the Purchase Price. (iii) Notwithstanding anything set forth extent needed to make the provision enforceable. As used in Section 9(c)(i) above, this Agreement the Buyer acknowledges and agrees thatfollowing terms have the following meanings: (A) the Seller or its Affiliates may, in the Territory, solicit orders for Data Center Services and products related thereto from, and provide Data Center Services and products related thereto to, those specific customers identified on Schedule 9(c)(iii); (B) the Seller or its Affiliates may provide Configuration Services and Fulfillment Services; and (C) pursuant to the Transition Services Agreement, T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be permitted to provide certain consulting services to the Seller from and after the Closing Date; provided, however, that except with respect to the first customer specifically identified on Schedule 9(c)(iii), the Seller shall not (1) use the Navio software in the Territory during the period specified in the Navio License Agreement; or (2) engage T▇▇▇▇▇ ▇▇▇▇▇ or M▇▇▇▇▇▇ ▇▇▇▇▇▇ to provide consulting services in the Territory in connection with the activities described in Sections 9(c)(iii)(A) and (B) above.

Non-Competition and Non-Solicitation. (ia) Subject to the exceptions set forth in Section 9(c)(iii), the Seller covenants and agrees that, for a period of 12 months after the Closing Date, the Seller and its Affiliates shall not, within North America (the “Territory”): (A) Participate or engage in any business performing Data Center Services, whether directly or indirectly, as an director, officer, owner, member, stockholder, partner, proprietor, joint venturer, employee, consultant, independent contractor, agent or otherwise; (B) Solicit (directly or indirectly, for its own account, or for the account of others) orders for services or products of a kind or nature like or similar to the Data Center Services performed by the Business, or products sold by the Business, from any party that was a client or customer of the Business, or which the Business was soliciting to be its client or customer, during the twelve (12) month period preceding the Closing Date; (C) Hire, or solicit for employment, any individual who within the twelve (12) month period prior to such employment or solicitation, was an employee of the Buyer or the Business, or induce or attempt to induce any employee of the Buyer or the Business to terminate his or her employment with the Buyer or the Business, provided that with respect to T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇, the restriction in this Section 9(c)(i)(C) will apply for a period of two (2) years after from the Closing Date; date hereof (Dthe “Restricted Period”), Seller shall not, directly or indirectly, on its own behalf or on behalf of any other person or entity (other than Purchaser) Urge (i) engage in or assist others in engaging in the business of selling web-based space management software for tracking people, space and physical assets in any client or customer, or potential client or customer, of the Buyer or the Business to discontinue business, in whole or in part, or not to do business, with the Buyer or the Business. geographic area; (ii) The cause, solicit or encourage any actual or prospective client, customer, distributor, vendor, supplier or licensor of Purchaser or any other person who has a business relationship with Purchaser, to terminate or diminish any such actual or prospective relationship with Purchaser; or (iii) recruit, offer employment to, employ, engage as a consultant, or in any other manner persuade or attempt to persuade, any employee of Seller expressly acknowledges and agrees who is hired by Purchaser at Closing or employee of Purchaser or any of Purchaser’s affiliates to leave the employment or engagement of Purchaser or any of its affiliates; provided, that nothing in this Section 6.3(a) shall prevent Seller from (Ai) making solicitations for employment to the public or the industry generally through advertising that is not specifically targeted at employees of the restrictions set forth herein are reasonablePurchaser or any of its affiliates; or (ii) hiring any employee whose employment has been terminated by Purchaser or any of its affiliates. 23 (b) In the event of any breach of Section 6.3 by Seller, in terms of scope, duration, geographic areaaddition to, and otherwisenot in lieu of any other remedies to which the non-breaching party may be entitled, (B) Seller and Purchaser each agree that the protections afforded to the Buyer hereunder are necessary to protect its legitimate business interests, and (C) that the agreement to observe such restrictions form a material part breach of the consideration for this Agreement. If any restriction covenant set forth in this Section 9(c) is held by a court of competent jurisdiction to be unreasonable6.3 would result in irreparable injury, unlawful or unenforceable with respect to one or more geographic areas, lines of business and/or months of duration, then the Seller agreesharm, and hereby submits, damage to the reduction and limitation of non-breaching party for which such restrictionparty would have no adequate remedy at law, and the Parties hereto do hereby expressly authorize any court of competent jurisdiction to enforce any such provision or portion thereof or to modify any such provision or portion thereof in order that any such provision or portion thereof shall be enforced by such court to the fullest extent permitted by Applicable Laws. Notwithstanding any of the foregoingSeller and Purchaser each further agree, if any Applicable Law shall reduce the time period during which the Seller shall be prohibited from engaging in any competitive activity described in this Section 9(c), the period of time for which the Seller shall be prohibited from engaging in competitive activities pursuant to this Section 9(c) shall be the maximum time permitted by such Applicable Law. The Parties agree that irreparable damage would occur in the event that of any of the provisions of this Section 9(c) were not performed in accordance with their specific terms. Because the amount of damages that might be sustained by the Buyer resulting from breach or arising out of a threatened breach of any provision of this Section 9(c) are uncertain and not ascertainable at this time, in the event of a breach or violation of the terms or conditions of this Section 9(c)6.3, the Buyer non-breaching party shall be entitled to damages in the amount of fifty percent (50%) of the Gross Margin received by the Seller an immediate injunction and restraining order to prevent such violation or its Affiliates resulting from the breach or violation of this Section 9(c)continuing violation, provided that the maximum aggregate amount payable pursuant without having to this Section 9(c)(ii) shall be equal to the Purchase Price. (iii) Notwithstanding anything set forth in Section 9(c)(i) above, the Buyer acknowledges and agrees that: (A) the Seller or its Affiliates may, in the Territory, solicit orders for Data Center Services and products related thereto fromprove damages, and provide Data Center Services and products related thereto to, those specific customers identified on Schedule 9(c)(iii); (B) the Seller or its Affiliates any such violation may provide Configuration Services and Fulfillment Services; and (C) pursuant to the Transition Services Agreement, T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be permitted to provide certain consulting services to the Seller from and after the Closing Date; provided, however, that except with respect to the first customer specifically identified on Schedule 9(c)(iii), the Seller shall not (1) use the Navio software enjoined through proper action filed in the Territory during the period specified in the Navio License Agreement; or (2) engage T▇▇▇▇▇ ▇▇▇▇▇ or M▇▇▇▇▇▇ ▇▇▇▇▇▇ to provide consulting services in the Territory in connection with the activities described in Sections 9(c)(iii)(A) and (B) abovea court of competent jurisdiction.

Non-Competition and Non-Solicitation. During the Restricted Period, the Restricted Person shall not, and shall cause its Affiliates not to, directly or indirectly through any Person or contractual arrangement: (a) manage, operate, advise or consult for, render services to, run, control or externally manage any Restricted Business (other than any real estate held or owned by the Restricted Person in his personal capacity or any trust controlled by such individual whose beneficiaries are members of his family whether acquired prior to or after the date hereof) in the Restricted Territory; provided, however, that the restrictions contained in this Agreement shall in no way be deemed to restrict the Restricted Person or its Affiliates from (i) Subject serving as an employee, officer, director or other service provider of any GNL Group Company; (ii) owning, directly or indirectly (x) up to 9.9 % of any class of securities of any public entity or (y) any passive investment in any entity that the exceptions Restricted Person does not control; (iii) investing equity of no more than the amount set forth on Schedule 1.02(a) of this Agreement in Section 9(c)(iii)real estate partnerships that own mixed use and shopping center real estate; or (iv) working as an employee or acting as a consultant or contractor to a Competitive Entity; provided, that the Restricted Person does not personally engage in, or provide any services primarily for use in, the Seller agrees Restricted Business and that the Restricted Person performs services exclusively in a division, subsidiary or affiliated entity of the Competitive Entity that does not primarily engage in the Restricted Business; (b) employ, hire, enter into an agency or consulting relationship with or recruit or solicit for employment any employee of a GNL Group Company (“Restricted Employees”); provided, that the foregoing shall not apply to (i) Restricted Employees who ceased to be employed by a GNL Group Company at least ninety (90) days prior to any solicitation by, and the commencement of any discussions with, the Restricted Person or any of its Affiliates; and (ii) any general solicitations not targeted at Restricted Employees (including through the use of recruiting firms or advertisements in any newspaper, magazine, trade publication, electronic medium or other media) or any hiring as a result thereof; provided, further, that, for a period of 12 months after notwithstanding the Closing Dateforegoing, the Seller and its Affiliates Restricted Person shall not, within North America (the “Territory”): (A) Participate or engage in any business performing Data Center Servicesand shall cause its Affiliates not to, whether directly or indirectly, as an director, officer, owner, member, stockholder, partner, proprietor, joint venturer, employee, consultant, independent contractor, agent or otherwise; (Bx) Solicit (directly or indirectly, for its own account, or for the account of others) orders for services or products of a kind or nature like or similar to the Data Center Services performed by the Business, or products sold by the Business, from any party that was a client or customer of the Business, or which the Business was soliciting to be its client or customer, during the twelve (12) month period preceding the Closing Date; (C) Hire, or solicit for employment, any individual who within the twelve (12) month period prior to such employment or solicitation, was an employee of the Buyer or the Business, or induce E▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇. or attempt to induce any employee of the Buyer or the Business to terminate his or her employment with the Buyer or the Business, provided that with respect to T▇J▇▇▇▇ ▇▇▇▇▇▇ to leave the employ of GNL or (y) employ, hire or enter into a consulting arrangement with them, in each case, during the term of such individual’s Executive Employment Agreement (as defined in the Merger Agreement); and Mprovided, further, notwithstanding this Agreement or any other agreement to the contrary, it is acknowledged and agreed that E▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇. and N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ are each direct or indirect members, the restriction owners, directors or officers of AR Global Investments, LLC and certain other entities that do not engage in this activities that are violative of Section 9(c)(i)(C1.02(a) will apply for a period of two years after the Closing Date; (D) Urge any client or customer, or potential client or customer, of the Buyer or the Business to discontinue business, in whole or in part, or not to do business, with the Buyer or the Business. (ii) The Seller expressly acknowledges and agrees (A) that the restrictions set forth herein are reasonable, in terms of scope, duration, geographic area, and otherwise, (B) that the protections afforded to the Buyer hereunder are necessary to protect its legitimate business interests, and (C) that the agreement to observe such restrictions form a material part of the consideration for this Agreement. If any restriction set forth in this Section 9(c) is held by a court of competent jurisdiction to be unreasonable, unlawful or unenforceable with respect to one or more geographic areas, lines of business and/or months of duration, then the Seller agrees, and hereby submits, to the reduction and limitation of such restriction, and the Parties hereto do hereby expressly authorize any court of competent jurisdiction to enforce any such provision or portion thereof or to modify any such provision or portion thereof in order that any such provision or portion thereof shall be enforced by such court to the fullest extent permitted by Applicable Laws. Notwithstanding any of the foregoing, if any Applicable Law shall reduce the time period during which the Seller shall be prohibited from engaging in any competitive activity described in this Section 9(c), the period of time for which the Seller shall be prohibited from engaging in competitive activities pursuant to this Section 9(c) shall be the maximum time permitted by such Applicable Law. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Section 9(c) were not performed in accordance with their specific terms. Because the amount of damages Agreement and that might be sustained by the Buyer resulting from or arising out of a breach of any provision of this Section 9(c) are uncertain and not ascertainable at this time, in the event of a breach or violation of the terms or conditions of this Section 9(c), the Buyer shall be entitled to damages in the amount of fifty percent (50%) of the Gross Margin received by the Seller or its Affiliates resulting from the breach or violation of this Section 9(c), provided that the maximum aggregate amount payable pursuant to this Section 9(c)(ii) shall be equal to the Purchase Price. (iii) Notwithstanding anything set forth in Section 9(c)(i) above, the Buyer acknowledges and agrees that: (A) the Seller or its Affiliates may, in the Territory, solicit orders for Data Center Services and products related thereto from, and provide Data Center Services and products related thereto to, those specific customers identified on Schedule 9(c)(iii); (B) the Seller or its Affiliates may provide Configuration Services and Fulfillment Services; and (C) pursuant to the Transition Services Agreement, T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇ such individuals shall be permitted to provide certain consulting services continue to the Seller from and after engage in such business activities; or (c) encourage any customer or supplier who is, as of the Closing Date; provided, however, that except a customer or supplier of any GNL Group Company to terminate or adversely modify any relationship with respect to the first customer specifically identified on Schedule 9(c)(iii), the Seller shall not (1) use the Navio software in the Territory during the period specified in the Navio License Agreement; or (2) engage T▇▇▇▇▇ ▇▇▇▇▇ or M▇▇▇▇▇▇ ▇▇▇▇▇▇ to provide consulting services in the Territory in connection with the activities described in Sections 9(c)(iii)(A) and (B) abovea GNL Group Company.

Non-Competition and Non-Solicitation. (i) Subject to 7.1 Gestofi undertakes and agrees that during the exceptions set forth in Section 9(c)(iii), the Seller agrees that, term of this Agreement and for a six-month period of 12 months after the Closing Datethereafter, the Seller Gestofi and its Affiliates shall representatives will not, within North America (the “Territory”):: (Aa) Participate or engage in any business performing Data Center Services, whether directly or indirectly, as an directoreither alone or with any other person(s), in the capacity of principal, agent, partner, officer, owner, member, stockholder, partner, proprietor, joint venturer, employee, consultantdirector, independent contractorGestofi (except as passive shareholder holding no more than 5% of the shares of a publicly listed corporation) or in any other manner whatsoever, agent engage or otherwisebe involved in any business which is in competition with the business carried on by BGI at the date hereof or at any time during the term of this Agreement within Canada, Florida and Georgia and in any other location that BGI carries on business; (Bb) Solicit (solicit, do or endeavour to do business with or hire, directly or indirectly, in any manner whatsoever, in the capacity of employee, consultant or in any other capacity whatsoever, one or more employees, directors, officers or other persons (hereinafter collectively referred to as the “Employees”) working for its own accountBGI at the time of termination of this Agreement, nor endeavour, directly or for the account indirectly, in any manner whatsoever, to encourage any of otherssaid Employees to leave his/her post with BGI; (c) endeavour, directly or indirectly and in any manner whatsoever, to solicit, accept orders or negotiate agreements for services or products competitive with those of a kind BGI from or nature like with any prior or similar to existing clients of BGI at the Data Center Services performed by the Businesstime of termination of this Agreement, or products sold by the Business, from any party that was a client or customer of the Business, or which the Business was soliciting to be its client or customer, during the twelve (12) month period preceding the Closing Date; (C) Hire, or solicit for employment, any individual who within the twelve (12) month period prior to such employment or solicitation, was an employee of the Buyer or the Business, incite or induce any clients or attempt suppliers to induce any employee of the Buyer or the Business to terminate his or her employment with the Buyer or the Business, provided that with respect to T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇, the restriction in this Section 9(c)(i)(C) will apply for a period of two years after the Closing Date; (D) Urge any client or customer, or potential client or customer, of the Buyer or the Business to discontinue businessterminate, in whole or in part, or not to do business, its business relations with BGI at the Buyer or time of the Businesstermination of this Agreement. (ii) The Seller expressly 7.2 Gestofi hereby acknowledges and agrees (A) that the all restrictions set forth herein contained in this section 7 are reasonablenecessary, in terms valid and reasonable with regard to time, scope of scope, duration, geographic area, activity and otherwise, (B) that the protections afforded to the Buyer hereunder geographical area and are necessary to protect BGI’s legitimate interests. Gestofi hereby expressly agrees that damages may not be an adequate remedy to compensate BGI for any breach of its legitimate business interestsobligations contained in this section 7, and (C) accordingly agrees that in addition to any and all other remedies available, BGI shall be entitled to obtain relief by way of injunction to enforce the agreement to observe such restrictions form a material obligations in this section 7. 7.3 In the event that any part of the consideration for this Agreement. If any restriction set forth foregoing covenants in this Section 9(c) is section 7 should be held to be invalid, the remainder thereof shall continue in full force and effect so as to protect the legitimate interests of BGI in its respective business. In addition, should any provision of this section 7 be declared or be determined by a any court of competent jurisdiction to be unreasonable, unlawful unreasonable or unenforceable with respect excessively broad as to one or more geographic areas, lines of business and/or months of duration, then the Seller agrees, and hereby submits, to the reduction and limitation of such restriction, and the Parties hereto do hereby expressly authorize any court of competent jurisdiction to enforce any such provision or portion thereof or to modify any such provision or portion thereof in order that any such provision or portion thereof shall be enforced by such court to the fullest extent permitted by Applicable Laws. Notwithstanding any of the foregoing, if any Applicable Law shall reduce the time period during which the Seller shall be prohibited from engaging in any competitive activity described in this Section 9(c), the period of time for which the Seller shall be prohibited from engaging in competitive activities pursuant to this Section 9(c) shall be the maximum time permitted by such Applicable Law. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Section 9(c) were not performed in accordance with their specific terms. Because the amount of damages that might be sustained by the Buyer resulting from or arising out of a breach of any provision of this Section 9(c) are uncertain and not ascertainable at this time, in the event scope of a breach activity or violation of the terms or conditions of this Section 9(c)geographical area, the Buyer it is agreed that BGI shall be entitled to damages enforce said provision for such period of time, for such activity and/or within such area as may be determined to be reasonable and appropriate in the amount of fifty percent (50%) of the Gross Margin received by the Seller or its Affiliates resulting from the breach or violation of this Section 9(c), provided that the maximum aggregate amount payable pursuant to this Section 9(c)(ii) shall be equal to the Purchase Pricesaid court. (iii) Notwithstanding anything set forth in Section 9(c)(i) above, the Buyer acknowledges and agrees that: (A) the Seller or its Affiliates may, in the Territory, solicit orders for Data Center Services and products related thereto from, and provide Data Center Services and products related thereto to, those specific customers identified on Schedule 9(c)(iii); (B) the Seller or its Affiliates may provide Configuration Services and Fulfillment Services; and (C) pursuant to the Transition Services Agreement, T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be permitted to provide certain consulting services to the Seller from and after the Closing Date; provided, however, that except with respect to the first customer specifically identified on Schedule 9(c)(iii), the Seller shall not (1) use the Navio software in the Territory during the period specified in the Navio License Agreement; or (2) engage T▇▇▇▇▇ ▇▇▇▇▇ or M▇▇▇▇▇▇ ▇▇▇▇▇▇ to provide consulting services in the Territory in connection with the activities described in Sections 9(c)(iii)(A) and (B) above.

Non-Competition and Non-Solicitation. (i) Subject to the exceptions set forth in Section 9(c)(iii), the Seller agrees that, for 8.4.1. For a period commencing as of 12 months after the Closing Date until the third (3rd) anniversary of the Closing Date, neither the Seller and its Affiliates shall not, within North America nor Mr. Aviv Tzidon (each referred to as the “TerritoryUndertaking Party”): (A) Participate or engage shall, without the prior written consent of Buyer, in any business performing Data Center Servicesarea of the world: 8.4.1.1. enter into, whether participate or engage, directly or indirectly, as an directorin the design, officerdevelopment, ownermanufacture, memberproduction, stockholdermarketing, partnersale or servicing of any product, proprietoror the provision of any service, joint venturerthat directly relates to the Business or render any services to any business engaged in the design, employeemanufacture or sale of any product that directly relates to the Business or that otherwise competes with the Business (the “Specified Technology”); 8.4.1.2. promote or assist, consultant, independent contractor, agent financially or otherwise; (B) Solicit (directly or indirectly, for its own accountany person, firm, association, corporation, or for other entity engaged in the account of others) orders for services or products of a kind or nature like or similar to the Data Center Services performed by the Business, or products sold by the Business, from any party that was a client or customer of the Business, or which the Business was soliciting to be its client or customer, during the twelve (12) month period preceding the Closing Date;Specified Technology; or (C) Hire, 8.4.1.3. encourage or solicit for employment, any individual who within the twelve (12) month period prior to such employment officer or solicitation, was an employee of the Buyer or any of its subsidiaries to leave the Business, or induce or attempt to induce any employee employment of the Buyer or any of its subsidiaries for any reason. 8.4.2. Each Undertaking Party will hold, and the Business Seller will use its commercially reasonable efforts to terminate his or her employment with the Buyer or the Business, provided that with respect cause each of its Affiliates and its and its Affiliates’ Representative to T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇, the restriction in this Section 9(c)(i)(C) will apply for a period of two years after the Closing Date; (D) Urge any client or customer, or potential client or customer, of the Buyer or the Business to discontinue businesshold, in whole confidence, unless compelled to disclose by judicial or in partadministrative process or by other Legal Requirements, or not to do businessall proprietary, with the Buyer or non­public and other confidential documents and information concerning the Business. (ii) The Seller expressly acknowledges 8.4.3. Without limitation, the parties agree and agrees (A) intend that the restrictions set forth herein are reasonable, in terms of scope, duration, geographic area, and otherwise, (B) that the protections afforded to the Buyer hereunder are necessary to protect its legitimate business interests, and (C) that the agreement to observe such restrictions form a material part of the consideration for this Agreement. If any restriction set forth covenants contained in this Section 9(c) is held by 8.4 shall be deemed to be a series of separate covenants and agreements, one for each and every political subdivision of each jurisdiction. If, in any judicial proceeding, a court shall refuse to enforce in such action any of competent jurisdiction to be unreasonable, unlawful or unenforceable with respect to one or more geographic areas, lines of business and/or months of durationthe separate covenants deemed included herein, then at the Seller agreesoption of Buyer, and hereby submits, to the reduction and limitation of such restriction, and the Parties hereto do hereby expressly authorize any court of competent jurisdiction to enforce any such provision wholly-unenforceable covenants or portion thereof or to modify any such provision or portion thereof in order that any such provision or portion components thereof shall be deemed eliminated from the provisions hereof for the purpose of such proceeding to the extent necessary to permit the remaining separate covenants to be enforced by in such court a proceeding. The parties intend to have covenants enforceable to the fullest extent permitted by Applicable Lawsapplicable law as to scope, time and geography. 8.4.4. Notwithstanding The parties agree that there can be no adequate remedy at law for any breach of the foregoingobligations of the Undertaking Party hereunder, if that any Applicable Law shall reduce such breach may allow the time period during which the Seller Undertaking Party and/or third parties to unfairly compete with Buyer and its subsidiaries resulting in irreparable harm to Buyer and therefore, that upon any such breach by an Undertaking Party or any threat thereof. Buyer and its subsidiaries shall be prohibited from engaging entitled to appropriate equitable relief in any competitive activity described addition to whatever remedies it might have at law. 8.4.5. Each Undertaking Party acknowledges, represents and warrants to Buyer that the covenants of such Undertaking Party in this Section 9(c), 8.4 are reasonably necessary for the period protection of time for which the Seller shall be prohibited from engaging in competitive activities pursuant to Buyer’s interests under this Section 9(c) shall be the maximum time permitted by Agreement and are not unduly restrictive upon such Applicable Law. The Parties agree that irreparable damage would occur in the event that Undertaking Party or any of the provisions its respective affiliates. 8.4.6. Each Undertaking Party shall notify Buyer of this Section 9(c) were not performed in accordance with their specific terms. Because the amount of damages that might be sustained any breach or alleged breach by the Buyer resulting from or arising out of a breach an Undertaking Party of any provision of this Section 9(c8.4 and, within ten (10) are uncertain and not ascertainable at this time, in the event days after becoming aware of a such breach or violation of the terms or conditions of this Section 9(c)alleged breach, the breaching Undertaking Party shall cure such breach or alleged breach. Failure to cure such breach or alleged breach to Buyer’s reasonable satisfaction within such time period shall constitute a default under this Agreement and Buyer shall be entitled to damages in the amount exercise any of fifty percent its available rights and remedies (50%) of the Gross Margin received by the Seller or its Affiliates resulting from the breach or violation of this Section 9(c), provided that the maximum aggregate amount payable including pursuant to this Section 9(c)(ii) shall be equal to the Purchase Pricesubsection 8.4.4 above). (iii) Notwithstanding anything set forth in Section 9(c)(i) above, the Buyer acknowledges and agrees that: (A) the Seller or its Affiliates may, in the Territory, solicit orders for Data Center Services and products related thereto from, and provide Data Center Services and products related thereto to, those specific customers identified on Schedule 9(c)(iii); (B) the Seller or its Affiliates may provide Configuration Services and Fulfillment Services; and (C) pursuant to the Transition Services Agreement, T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be permitted to provide certain consulting services to the Seller from and after the Closing Date; provided, however, that except with respect to the first customer specifically identified on Schedule 9(c)(iii), the Seller shall not (1) use the Navio software in the Territory during the period specified in the Navio License Agreement; or (2) engage T▇▇▇▇▇ ▇▇▇▇▇ or M▇▇▇▇▇▇ ▇▇▇▇▇▇ to provide consulting services in the Territory in connection with the activities described in Sections 9(c)(iii)(A) and (B) above.

Non-Competition and Non-Solicitation. (i) Subject to Each of the exceptions set forth in Section 9(c)(iii), Shareholder and the Seller agrees hereby understand, acknowledge and agree that: the Company is engaged in the operation of developing and supplying advanced battery solutions, for a period of 12 months after including battery packs, battery chargers, and electro-magnetic assemblies (the Closing Date, “Business”); (ii) the Seller and its Affiliates shall not, within Company is conducting the Business throughout North America (the “Territory”):); (iii) the Seller, at the election of the Shareholder as a result of the transactions described in Section 6.2(iv) below, will receive significant consideration in connection with the closing of the transactions contemplated by this Agreement; (iv) prior to March 28, 2019, the Shareholder was the sole owner of the Company, and, at the Shareholder’s election, transferred all of his interests in the Company to Seller; (v) as a current and/or recent owner of the Company, each of the Seller and the Shareholder has obtained and will continue to obtain extensive and valuable knowledge, technical expertise, and confidential and proprietary information and data concerning the Business; and (vi) the Seller’s and the Shareholder’s respective entry into the agreements set forth in this Section 6.2 is essential to preserve the value of the Company, the Business, and the assets and properties being acquired by the Buyer in connection with the transactions contemplated by this Agreement. (a) During the period beginning on the date hereof and ending on the five year anniversary Closing Date (the “Term”) neither the Seller nor the Shareholder shall, anywhere in the Territory, for itself or himself, respectively, or through or on behalf of any other Person (other than the Company), whether as an officer, director, employee, seller, partner, consultant, advisor, creditor or otherwise, as applicable: (i) (A) Participate engage in, participate in or engage acquire any financial or beneficial interest in (which, for the avoidance of doubt, will include employment with or engagement as an independent contractor for), any business performing Data Center ServicesCompetitive Business; provided, whether however, that nothing in this Section 6.2(a)(i)(A) shall prevent the Seller or the Shareholder from owning as a passive investment less than two percent of the issued and outstanding shares of the capital stock (or other equity ownership interests) of a publicly-held company, if the Seller or the Shareholder is not otherwise associated directly or indirectly, as an director, officer, owner, member, stockholder, partner, proprietor, joint venturer, employee, consultant, independent contractor, agent indirectly with such company or otherwise; any affiliate of such company; (B) Solicit (directly encourage, induce, attempt to induce, solicit or indirectly, for its own account, or for the account of others) orders for services or products of a kind or nature like or similar attempt to the Data Center Services performed by the Business, or products sold by the Business, from any party that was a client or customer of the Business, or which the Business was soliciting to be its client or customer, during the twelve (12) month period preceding the Closing Date; (C) Hire, or solicit for employment, any individual who within the twelve (12) month period prior to such employment or solicitation, was is an employee of the Buyer or Company as of the Businessdate hereof, or induce or attempt to induce any becomes an employee of the Buyer or Company at any time during the Business Term (each, a “Specified Employee”) to terminate leave his or her employment with the Buyer Company (it being understood and agreed that the placement of general advertisements that are not targeted directly or indirectly towards a Specified Employee shall not be deemed to be a breach of this Section 6.2(a)(i)), or (C) hire or attempt to hire any Specified Employee; provided however, that nothing in this Section 6.2(a)(i) shall prohibit or prevent the Shareholder or the Business, provided that with respect to T▇▇▇▇▇ ▇▇▇▇▇ and MSeller or any Affiliate thereof from soliciting and/or employing ▇▇▇▇▇▇ ▇▇▇▇▇▇, the restriction in this Section 9(c)(i)(C) will apply for a period of two years after the Closing Date; (D) Urge any client or customer, or potential client or customer, of the Buyer or the Business to discontinue business, in whole or in part, or not to do business, with the Buyer or the Business.; or (ii) The Seller expressly acknowledges and agrees (A) that the restrictions set forth herein are reasonableencourage, in terms of scopeinduce, durationattempt to induce, geographic areasolicit or attempt to solicit, and otherwiseany customer, (B) that the protections afforded to the Buyer hereunder are necessary to protect its legitimate business interestsdistributor, and (C) that the agreement to observe such restrictions form a material part vendor, marketer or sponsor of the consideration for this Agreement. If any restriction set forth in this Section 9(c) is held by a court of competent jurisdiction Company to be unreasonablecease or materially negatively alter its customer, unlawful distributor, vendor, marketer or unenforceable sponsor relationship with respect to one or more geographic areasthe Company, lines of business and/or months of durationas the case may be, then the Seller agrees, and hereby submits, to the reduction and limitation of such restriction, and the Parties hereto do hereby expressly authorize any court of competent jurisdiction to enforce any such provision or portion thereof or to modify any such provision or portion thereof in order that any such provision or portion thereof shall be enforced by such court to the fullest extent permitted by Applicable Laws. Notwithstanding any of the foregoing, if any Applicable Law shall reduce the time period during which the Seller shall be prohibited from engaging in any competitive activity described in this Section 9(c), the period of time for which the Seller shall be prohibited from engaging in competitive activities pursuant to this Section 9(c) shall be the maximum time permitted by such Applicable Law. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Section 9(c) were not performed in accordance with their specific terms. Because the amount of damages that might be sustained by the Buyer resulting from or arising out of a breach of any provision of this Section 9(c) are uncertain and not ascertainable at this time, in the event of a breach or violation of the terms or conditions of this Section 9(c), the Buyer shall be entitled to damages in the amount of fifty percent (50%) of the Gross Margin received by the Seller or its Affiliates resulting from the breach or violation of this Section 9(c), provided that the maximum aggregate amount payable pursuant to this Section 9(c)(ii) shall be equal to the Purchase Price. (iii) Notwithstanding anything set forth in Section 9(c)(i) above, the Buyer acknowledges and agrees that: (A) the Seller or its Affiliates may, in the Territory, solicit orders for Data Center Services and products related thereto from, and provide Data Center Services and products related thereto to, those specific customers identified on Schedule 9(c)(iii); (B) the Seller or its Affiliates may provide Configuration Services and Fulfillment Services; and (C) pursuant to the Transition Services Agreement, T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be permitted to provide certain consulting services to the Seller from and after the Closing Date; provided, however, that except with respect to the first customer specifically identified on Schedule 9(c)(iii), the Seller shall not (1) use the Navio software in the Territory during the period specified in the Navio License Agreement; or (2) engage T▇▇▇▇▇ ▇▇▇▇▇ or M▇▇▇▇▇▇ ▇▇▇▇▇▇ to provide consulting services in the Territory in connection with the activities described in Sections 9(c)(iii)(A) and (B) aboveBusiness.

Non-Competition and Non-Solicitation. (i) Subject to Employee agrees that during the exceptions set forth in Section 9(c)(iii), the Seller agrees that, period of his employment and for a period of 12 thirty-six (36) months after from the Closing Datedate of termination, whether such termination is voluntary or involuntary, the Seller and its Affiliates shall notEmployee will not either alone or in conjunction with any individual, within North America (the “Territory”):firm, corporation, association or other entity, whether as principal agent, director, officer, employee, investor, consultant, or in any other capacity: (Ai) Participate carry on, be engaged in, concerned with, or engage interested in or advise, lend money to, guarantee the debts or obligations of, or permit his name to be used or employed by any person or persons, firm, association, syndicate or corporation engaged in or concerned with the business performing Data Center Servicesbeing carried by the Employer or its subsidiaries at the date of termination (provided the foregoing shall not prevent the Employee from purchasing as a passive investor up to 2% of the outstanding publicly traded shares or other securities of any class of an issuer listed on a recognized stock exchange); or (ii) attempt, whether directly or indirectly, as an director, officer, owner, member, stockholder, partner, proprietor, joint venturer, to solicit or approach any employee, consultant, independent contractor, agent or otherwise; (B) Solicit (directly or indirectly, for its own accountcustomers, or for the account of others) orders for services or products of a kind or nature like or similar to the Data Center Services performed by the Business, or products sold by the Business, from any party that was a client or customer suppliers of the Business, Employee or which the Business was soliciting to be its client or customer, during the twelve (12) month period preceding the Closing Date; (C) Hire, or solicit for employment, any individual who within the twelve (12) month period prior to such employment or solicitation, was an employee of the Buyer or the Business, or induce or attempt to induce any employee of the Buyer or the Business to terminate his or her employment with the Buyer or the Business, provided that with respect to T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇, the restriction in this Section 9(c)(i)(C) will apply for a period of two years after the Closing Date; (D) Urge any client or customer, or potential client or customer, of the Buyer or the Business to discontinue business, in whole or in part, or not to do business, with the Buyer or the Business. (ii) The Seller expressly acknowledges and agrees (A) that the restrictions set forth herein are reasonable, in terms of scope, duration, geographic area, and otherwise, (B) that the protections afforded to the Buyer hereunder are necessary to protect its legitimate business interests, and (C) that the agreement to observe such restrictions form a material part of the consideration for this Agreement. If any restriction set forth in this Section 9(c) is held by a court of competent jurisdiction to be unreasonable, unlawful or unenforceable with respect to one or more geographic areas, lines of business and/or months of duration, then the Seller agrees, and hereby submits, to the reduction and limitation of such restriction, and the Parties hereto do hereby expressly authorize any court of competent jurisdiction to enforce any such provision or portion thereof or to modify any such provision or portion thereof in order that any such provision or portion thereof shall be enforced by such court to the fullest extent permitted by Applicable Laws. Notwithstanding any of the foregoing, if any Applicable Law shall reduce the time period during which the Seller shall be prohibited from engaging in any competitive activity described in this Section 9(c), the period its subsidiaries for purposes of time for which the Seller shall be prohibited from engaging in competitive activities pursuant to this Section 9(c) shall be the maximum time permitted by such Applicable Law. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Section 9(c) were not performed in accordance with their specific terms. Because the amount of damages that might be sustained by the Buyer resulting from or arising out of a breach of any provision of this Section 9(c) are uncertain and not ascertainable at this time, in the event of a breach or violation of the terms or conditions of this Section 9(c), the Buyer shall be entitled to damages in the amount of fifty percent (50%) of the Gross Margin received by the Seller or its Affiliates resulting from the breach or violation of this Section 9(c), provided that the maximum aggregate amount payable pursuant to this Section 9(c)(ii) shall be equal to the Purchase Pricecompetition. (iii) Notwithstanding anything set forth in Section 9(c)(i) above, In this section "customer" shall mean any customer with which the Buyer acknowledges and agrees that: (A) the Seller Employer or its Affiliates may, in the Territory, solicit orders for Data Center Services and products related thereto from, and provide Data Center Services and products related thereto to, those specific customers identified on Schedule 9(c)(iii); (B) the Seller or its Affiliates may provide Configuration Services and Fulfillment Services; and (C) pursuant to the Transition Services Agreement, T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be permitted to provide certain consulting services to the Seller from and after the Closing Date; provided, however, that except with respect to the first customer specifically identified on Schedule 9(c)(iii), the Seller shall not (1) use the Navio software in the Territory during the period specified in the Navio License Agreement; or subsidiaries transacted business within a two (2) engage T▇▇▇▇▇ ▇▇▇▇▇ year period prior to the date of termination, and "supplier" shall mean any supplier or M▇▇▇▇▇▇ ▇▇▇▇▇▇ its subsidiaries with which the Employer or its subsidiaries have done business with in a period of two (2) years prior to provide consulting services the date of termination. The Employee agrees that this section reflects separate covenants and each shall be severable one from the other. (iv) In the event Employee breaches or threatens to breach the agreement, Employer in addition to, and not in limitation of any of the Territory rights, remedies, or damages available to Employer at law or inequity shall be entitled to a temporary and permanent injunction in connection order to prevent or restrain any such breach by Employee or Employee's partners, agents, representatives, employers, employees or any and other persons (natural or corporate) directly or indirectly acting with the activities described in Sections 9(c)(iii)(A) and (B) aboveor for Employee. Employer shall also be entitled to recover from Employee all costs associated with enforcing any term of this agreement, including attorney fees.

Non-Competition and Non-Solicitation. (i) Subject to the exceptions set forth in Section 9(c)(iii), the Seller agrees that6.1 In consideration of Hasbro’s commitments under this Agreement, for a period of 12 months two (2) years after the Closing Datetermination of Executive’s employment with Hasbro (including any of its affiliates), the Seller and its Affiliates Executive shall not, within North America (in the “Territory”): (A) Participate geographical area in which Hasbro or any of its affiliates does business or has done business at the time of his employment termination, directly or indirectly engage in any business performing Data Center Servicesor enterprise that develops, manufactures, markets, or sells toys or games (whether directly or indirectlyas owner, as an directorpartner, officer, owner, member, stockholder, partner, proprietor, joint venturerdirector, employee, consultant, independent contractorinvestor, agent lender or otherwise;, except as the holder of not more than 1% of the outstanding stock of a publicly held company). It is the parties’ intent that this non-competition obligation shall not apply to entities whose involvement in the toy or game business is limited to licensing third parties to develop and sell toys or games. It is also intended that an entity’s own sales of toys or games, considered by itself, would not cause it to be deemed a competitor if such sales are limited exclusively to company-owned stores and/or theme parks. 6.2 For a period of two (B2) Solicit years after the termination of Executive’s employment with Hasbro (including any of its affiliates), Executive shall not, either alone or in association with others (a) solicit, recruit, induce, attempt to induce or permit any organization directly or indirectlyindirectly controlled by Executive to solicit, for its own accountrecruit, or for the account of others) orders for services or products of a kind or nature like or similar to the Data Center Services performed by the Business, or products sold by the Business, from any party that was a client or customer of the Business, or which the Business was soliciting to be its client or customer, during the twelve (12) month period preceding the Closing Date; (C) Hire, or solicit for employment, any individual who within the twelve (12) month period prior to such employment or solicitation, was an employee of the Buyer or the Business, or induce or attempt to induce any employee of Hasbro to leave the Buyer employ of Hasbro, or (b) solicit, recruit, induce, attempt to induce for employment or hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by Executive to solicit, recruit, induce, attempt to induce for employment or hire or engage as an independent contractor, any person who is employed by Hasbro or who was employed by Hasbro at any time during the Business to terminate his or her term of Executive’s employment with the Buyer or the BusinessHasbro, provided that this clause (b) shall not apply to any individual whose employment with respect to T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇, the restriction in this Section 9(c)(i)(C) will apply Hasbro has been terminated for a period of six (6) months or longer. 6.3 For a period of two (2) years after the Closing Date; termination of Executive’s employment with Hasbro (D) Urge including any client of its affiliates), Executive shall not, either alone or customerin association with others, solicit, divert or take away, or potential client attempt to solicit, divert or customertake away, or permit any organization directly or indirectly controlled by Executive to solicit, divert or take away, or attempt to solicit, divert or take away, the business or patronage of any of the Buyer clients, customers or the Business to discontinue business, in whole or in partaccounts, or not to do businessprospective clients, customers or accounts of Hasbro, which were contacted, solicited or served by Hasbro at any time during Executive’s employment with the Buyer or the BusinessHasbro. (ii) 6.4 The Seller expressly acknowledges and agrees (A) that geographic scope of this Section 6 shall extend to anywhere Hasbro or its respective subsidiaries is doing business at the restrictions set forth herein are reasonable, in terms time of scope, duration, geographic area, and otherwise, (B) that the protections afforded to the Buyer hereunder are necessary to protect its legitimate business interests, and (C) that the agreement to observe such restrictions form a material part termination or expiration of the consideration for this Agreement. If any restriction set forth in this Section 9(c) 6 is held found by a any court of competent jurisdiction to be unreasonableunenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, unlawful or unenforceable with respect to one or more geographic areas, lines of business and/or months of duration, then the Seller agrees, and hereby submits, to the reduction and limitation of such restriction, and the Parties hereto do hereby expressly authorize any court of competent jurisdiction to enforce any such provision or portion thereof or to modify any such provision or portion thereof in order that any such provision or portion thereof it shall be enforced by such court interpreted to extend only over the fullest extent permitted by Applicable Laws. Notwithstanding any maximum period of time, range of activities or geographic area as to which it may be enforceable. 6.5 Executive acknowledges that the foregoing, if any Applicable Law shall reduce the time period during which the Seller shall be prohibited from engaging in any competitive activity described restrictions contained in this Section 9(c), 6 are necessary for the period protection of time the business and goodwill of Hasbro and are considered by Executive to be reasonable for which the Seller shall be prohibited from engaging in competitive activities pursuant to such purpose. Executive agrees that any breach of this Section 9(c) shall be the maximum time permitted by such Applicable Law. The Parties agree that irreparable damage would occur 6 will cause Hasbro substantial and irrevocable damage, and therefore, in the event that of any of such breach, in addition to such other remedies which may be available, Hasbro shall have the right to obtain and receive specific performance and injunctive relief without posting a bond or other security. 6.6 If Executive violates the provisions of this Section 9(c) were not performed in accordance with their specific terms. Because the amount of damages that might 6, he shall continue to be sustained bound by the Buyer resulting from or arising out restrictions set forth therein until a period of a breach two (2) years has expired without any violation of any provision such provisions. Executive further agrees that in the event he violates the provisions of this Section 9(c) are uncertain and not ascertainable at this time6, Hasbro shall have no obligation to pay or provide any of the benefits described in Section 5.3 or the deferred compensation described in Section 5.5. In addition, in the event of a breach any such violation, Executive agrees to pay Hasbro as liquidated damages the total Net Proceeds obtained with respect to any unvested stock options or violation of the terms or conditions restricted stock accelerated pursuant to Section 5.3. For purposes of this Section 9(c)Agreement, the Buyer “Net Proceeds” shall be entitled computed for each stock option grant accelerated pursuant to damages in Section 5.3 by multiplying the amount number of fifty percent (50%) accelerated options times the difference between the closing price of Hasbro’s common stock on the Gross Margin received last day of employment and the original strike price for the grant being accelerated. “Net Proceeds” for each share of restricted stock accelerated pursuant to Section 5.3 shall be computed by multiplying the number of shares accelerated by the Seller closing price of Hasbro’s common stock on Executive’s last day of employment. “Net Proceeds” will be computed without regard to any subsequent increase or its Affiliates resulting from the breach or violation of this Section 9(c)decrease, provided that the maximum aggregate amount payable pursuant to this Section 9(c)(ii) shall be equal to the Purchase Price. (iii) Notwithstanding anything set forth in Section 9(c)(i) above, the Buyer acknowledges and agrees that: (A) the Seller or its Affiliates mayif any, in the Territory, solicit orders for Data Center Services and products related thereto from, and provide Data Center Services and products related thereto to, those specific customers identified on Schedule 9(c)(iii); (B) market price of Hasbro’s common stock. The foregoing liquidated damages will be owed regardless of whether or not the Seller accelerated options or its Affiliates may provide Configuration Services and Fulfillment Services; and (C) pursuant to restricted stock have been exercised or the Transition Services Agreement, T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be permitted to provide certain consulting services to the Seller from and after the Closing Date; provided, however, that except with respect to the first customer specifically identified on Schedule 9(c)(iii), the Seller shall not (1) use the Navio software in the Territory during the period specified in the Navio License Agreement; or (2) engage T▇▇▇▇▇ ▇▇▇▇▇ or M▇▇▇▇▇▇ ▇▇▇▇▇▇ to provide consulting services in the Territory in connection with the activities described in Sections 9(c)(iii)(A) and (B) aboveunderlying shares of common stock have been sold.

Non-Competition and Non-Solicitation. (ia) Subject to For a twenty-four (24) month period following the exceptions set forth Closing Date, Seller shall not (1) solicit Business Customers for financial products or services of the type included in Section 9(c)(iiithe Purchased Assets or the Assumed Liabilities on the basis of their being or having been a Business Customer (e.g., through use of a list of Business Customers), or (2) establish, acquire, maintain or operate any business that is competitive with the Seller agrees Transferred Business within the Restricted Territory; provided, however, that, for a period the avoidance of 12 months doubt, this Section 7.7(a) shall not prohibit or in any way limit Seller or any of its Affiliates, after the Closing Date, from (i) offering products and services to customers as part of the businesses of Seller and its Affiliates shall notthat are not being sold pursuant to this Agreement, within North America (including the “Territory”): (A) Participate conduct of the Retained Businesses, the Excluded Assets or engage in the Excluded Liabilities and any business performing Data Center Servicesof Seller conducted on a national or regional basis so long as such activities do not involve the solicitation of customers described in the preceding clause (1) or the activities restricted in the preceding clause (2); (ii) purchasing or acquiring (through merger, whether stock purchase or purchase of all or substantially all of the assets or otherwise), a person (an “Acquisition Target”) that, directly or indirectly, as engages in an directorexisting business that is competitive with the Transferred Business in the Restricted Territory (such existing business of such person, officer, owner, member, stockholder, partner, proprietor, joint venturer, employee, consultant, independent contractor, agent or otherwise; (Ba “Competing Banking Business”) Solicit (directly or indirectly, for its own account, or for and continuing to operate such Competing Banking Business; provided that the account aggregate earnings of others) orders for services or products the Competing Banking Businesses in the Restricted Territory of a kind or nature like or similar the Acquisition Target prior to the Data Center Services performed by the Business, or products sold by the Business, from any party that was a client or customer of the Business, or which the Business was soliciting to be its client or customer, during the twelve (12) month period preceding the Closing Date; (C) Hire, or solicit for employment, any individual who within the twelve (12) month period prior to such employment or solicitation, was an employee of the Buyer or the Business, or induce or attempt to induce any employee of the Buyer or the Business to terminate his or her employment with the Buyer or the Business, provided that with respect to T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇, the restriction in this Section 9(c)(i)(C) will apply for a period of two years after the Closing Date; (D) Urge any client or customer, or potential client or customer, of the Buyer or the Business to discontinue business, in whole or in part, or not to do business, with the Buyer or the Business. (ii) The Seller expressly acknowledges and agrees (A) that the restrictions set forth herein are reasonable, in terms of scope, duration, geographic area, and otherwise, (B) that the protections afforded to the Buyer hereunder are necessary to protect its legitimate business interests, and (C) that the agreement to observe such restrictions form a material part of the consideration for this Agreement. If any restriction set forth in this Section 9(c) is held by a court of competent jurisdiction to be unreasonable, unlawful or unenforceable with respect to one or more geographic areas, lines of business and/or months of duration, then the Seller agrees, and hereby submits, to the reduction and limitation consummation of such restriction, and the Parties hereto do hereby expressly authorize any court of competent jurisdiction to enforce any such provision purchase or portion thereof acquisition by Seller or to modify any such provision or portion thereof in order that any such provision or portion thereof shall be enforced by such court to the fullest extent permitted by Applicable Laws. Notwithstanding any of the foregoing, if any Applicable Law its Affiliates shall reduce the time period during which the Seller shall not be prohibited from engaging in any competitive activity described in this Section 9(c), the period of time for which the Seller shall be prohibited from engaging in competitive activities pursuant to this Section 9(c) shall be the maximum time permitted by such Applicable Law. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Section 9(c) were not performed in accordance with their specific terms. Because the amount of damages that might be sustained by the Buyer resulting from or arising out of a breach of any provision of this Section 9(c) are uncertain and not ascertainable at this time, in the event of a breach or violation of the terms or conditions of this Section 9(c), the Buyer shall be entitled to damages in the amount of greater than fifty percent (50%) of such Acquisition Target’s aggregate earnings overall; or (iii) undertaking general advertising or marketing campaigns with respect to products or services as a result of the Gross Margin received acquisition of a Competing Banking Business as permitted hereby. This Section 7.7(a) does not, in any way, restrict or impede Seller from exercising protected rights to the extent that such rights cannot be waived by the Seller agreement or its Affiliates resulting from the breach or violation of this Section 9(c)complying with any applicable Law, provided that the maximum aggregate amount payable pursuant to this Section 9(c)(ii) shall be equal to the Purchase Pricesuch compliance does not exceed that required by such Law. (iii) Notwithstanding anything set forth in Section 9(c)(i) above, the Buyer acknowledges and agrees that: (A) the Seller or its Affiliates may, in the Territory, solicit orders for Data Center Services and products related thereto from, and provide Data Center Services and products related thereto to, those specific customers identified on Schedule 9(c)(iii); (B) the Seller or its Affiliates may provide Configuration Services and Fulfillment Services; and (C) pursuant to the Transition Services Agreement, T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be permitted to provide certain consulting services to the Seller from and after the Closing Date; provided, however, that except with respect to the first customer specifically identified on Schedule 9(c)(iii), the Seller shall not (1) use the Navio software in the Territory during the period specified in the Navio License Agreement; or (2) engage T▇▇▇▇▇ ▇▇▇▇▇ or M▇▇▇▇▇▇ ▇▇▇▇▇▇ to provide consulting services in the Territory in connection with the activities described in Sections 9(c)(iii)(A) and (B) above.

Non-Competition and Non-Solicitation. (i) Subject In order to protect the exceptions set forth in Section 9(c)(iii)Company’s Proprietary Information and good will, the Seller agrees that, during my employment and for a period of 12 twelve (12) months after following the Closing Date, the Seller and its Affiliates shall not, within North America termination of my employment for any reason (the “TerritoryRestricted Period”): (Aa) Participate in consideration of the offer of employment, my salary or engage wage, any bonus I may receive, and the equity granted to me in any business performing Data Center Servicesconnection with commencement of employment with the Company, whether all of which I deem as fair and reasonable consideration for entering into this Agreement, I will not directly or indirectly, whether as an director, officer, owner, member, stockholder, partner, proprietorshareholder, joint venturerdirector, consultant, agent, employee, consultant, independent contractor, agent co-venturer or otherwise;, engage, participate or invest in any business that develops, manufactures or markets microbiome therapeutics that are competitive with products or |US-DOCS\64377647.6|| services of the Company, or that the Company has under development, or that are the subject of active planning at any time during my employment (collectively, the “Competitive Products”); provided that this will not prohibit any possible investment in publicly traded stock of a company representing less than one percent of the stock of such company and provided further that this provision shall apply only if I am an exempt employee (as that term is defined by the Fair Labor Standards Act) or if and when I subsequently become an exempt employee; and (Bb) Solicit (I will not directly or indirectly, for its own accountin any manner, or other than for the account of others) orders for services or products of a kind or nature like or similar to the Data Center Services performed by the Business, or products sold by the Business, from any party that was a client or customer benefit of the BusinessCompany, (i) call upon, solicit, divert or which the Business was soliciting to be its client or customer, during the twelve (12) month period preceding the Closing Date; (C) Hire, or solicit for employment, take away any individual who within the twelve (12) month period prior to such employment or solicitation, was an employee of the Buyer customers, business or prospective customers of the BusinessCompany or any of its suppliers, or induce and/or (ii) solicit, entice or attempt to induce persuade any other employee or consultant of the Buyer or Company to leave the Business to terminate his or her employment with the Buyer or the Business, provided that with respect to T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇, the restriction in this Section 9(c)(i)(C) will apply for a period of two years after the Closing Date; (D) Urge any client or customer, or potential client or customer, services of the Buyer or the Business to discontinue business, in whole or in part, or not to do business, with the Buyer or the Business. (ii) The Seller expressly acknowledges Company for any reason. I acknowledge and agrees (A) that the restrictions set forth herein are reasonable, in terms of scope, duration, geographic area, and otherwise, (B) that the protections afforded to the Buyer hereunder are necessary to protect its legitimate business interests, and (C) that the agreement to observe such restrictions form a material part of the consideration for this Agreement. If any restriction set forth in this Section 9(c) is held by a court of competent jurisdiction to be unreasonable, unlawful or unenforceable with respect to one or more geographic areas, lines of business and/or months of duration, then the Seller agrees, and hereby submits, to the reduction and limitation of such restriction, and the Parties hereto do hereby expressly authorize any court of competent jurisdiction to enforce any such provision or portion thereof or to modify any such provision or portion thereof in order that any such provision or portion thereof shall be enforced by such court to the fullest extent permitted by Applicable Laws. Notwithstanding any of the foregoing, if any Applicable Law shall reduce the time period during which the Seller shall be prohibited from engaging in any competitive activity described in this Section 9(c), the period of time for which the Seller shall be prohibited from engaging in competitive activities pursuant to this Section 9(c) shall be the maximum time permitted by such Applicable Law. The Parties agree that irreparable damage would occur in the event that if I violate any of the provisions of this Section 9(c) were not performed Section, in accordance with their specific terms. Because addition to any other remedies to which the amount Company may be entitled in law or equity, the running of damages that might the Restricted Period will be sustained extended by the Buyer resulting from time during which I engage in such violation(s) or arising out of a breach of any provision up to twenty four (24) months, whichever is longer. I acknowledge and agree that the provisions of this Section 9(c) are uncertain agreement shall apply during and not ascertainable at this time, in the event of a breach or violation of the terms or conditions of this Section 9(c), the Buyer shall be entitled to damages in the amount of fifty percent (50%) of the Gross Margin received following my employment by the Seller or its Affiliates resulting from the breach or violation of this Section 9(c), provided that the maximum aggregate amount payable pursuant to this Section 9(c)(ii) shall be equal to the Purchase Price. (iii) Notwithstanding anything set forth in Section 9(c)(i) above, the Buyer acknowledges Company and agrees that: (A) the Seller or its Affiliates may, in the Territory, solicit orders for Data Center Services and products related thereto from, and provide Data Center Services and products related thereto to, those specific customers identified on Schedule 9(c)(iii); (B) the Seller or its Affiliates may provide Configuration Services and Fulfillment Services; and (C) pursuant to the Transition Services Agreement, T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be permitted to provide certain consulting services to the Seller from and after the Closing Date; provided, however, that except with respect to the first customer specifically identified on Schedule 9(c)(iii), the Seller shall not (1) use be affected by any change in my job duties, whether material or immaterial. I further acknowledge and agree that I have the Navio software in right and have had the Territory during the period specified in the Navio License opportunity to consult with an attorney prior to signing this Agreement; or (2) engage T▇▇▇▇▇ ▇▇▇▇▇ or M▇▇▇▇▇▇ ▇▇▇▇▇▇ to provide consulting services in the Territory in connection with the activities described in Sections 9(c)(iii)(A) and (B) above.

Non-Competition and Non-Solicitation. As consideration for and to induce the employment of the Employee by the Company pursuant to this Agreement, the Employee hereby covenants and agrees that he will not: 9.1 Except as provided herein, for the following periods (the "Non-Competition Period"), (i) Subject to during the exceptions set forth in Section 9(c)(iii), the Seller agrees that, Term and for a period of 12 months one year (1) year after the Closing DateEmployee is no longer an employee of the Company if the Employee is terminated for Cause, the Seller and its Affiliates shall notEmployee terminates his employment without Good Reason, within North America or the Employee's employment is terminated as a result of his Disability or a Force Majeure Event, or (ii) in the “Territory”): case Employee is receiving Severance Benefits for the greater of one (1) year or for as long as any Severance Benefits continue (other than in the event of (A) Participate a breach by the Employee of the Severance Conditions in which case the Non-Competition Period will continue to apply for the period during which the Employee would have received any Severance Benefits if the breach did not occur or engage (B) upon the delivery of the Lawsuit Termination Notice, in any business performing Data Center Serviceswhich case the Severance Benefits shall continue but the Non-Competition Period will immediately terminate), whether Employee will not, directly or indirectly, engage or invest in, own, manage, operate, finance, control or participate in the ownership, management, operation, financing or control of, be employed by, or render services or advice to, or guarantee any obligation of, any Person engaged (other than the Company) in any nutritional supplements, foods and nutritional beverages business (the "Business") worldwide (the "Territory") provided, that, the foregoing shall not prevent Employee from owning shares or other equity representing up to five percent (5%), of the voting power of the total shares of all classes of stock or other equity outstanding of any entity having securities listed on any U.S. national securities exchange or on any U.S. national stock market. Notwithstanding the foregoing, nothing in this Agreement shall prohibit the Employee from fulfilling its obligations (as an directorthey exist as of the date of this Agreement) in connection with employment and/or consulting relationships that exist as of the date of this Agreement. 9.2 Except as provided herein, officerfor the Non-Competition Period, ownerEmployee agrees not to, member, stockholder, partner, proprietor, joint venturer, employee, consultant, independent contractor, agent or otherwise; (B) Solicit (directly or indirectly, for its own account, or for the account of othersindirectly (A) orders for services or products of a kind or nature like or similar to the Data Center Services performed by the Business, or products sold by the Business, from any party that was a client or customer of the Business, or which the Business was soliciting to be its client or customer, during the twelve (12) month period preceding the Closing Date; (C) Hire, or solicit for employment, any individual who within the twelve (12) month period prior to such employment or solicitation, was an employee of the Buyer or the Business, or induce or attempt to induce any employee of the Buyer Company or any Affiliate of the Business Company to terminate his leave the employ of the Company or her employment any Affiliate of the Company; (B) intentionally interfere with the Buyer relationship between the Company or any Affiliate of the BusinessCompany and any employees of the Company or any Affiliate of the Company; (C) employ or otherwise engage as an employee, provided that independent contractor or in any other capacity any employee of the Company or any employee of any Affiliate of the Company holding an officer or manager position with respect to T▇▇▇▇▇ ▇▇▇▇▇ the Company or such Affiliate during such Person's employment or engagement with the Company or any such Affiliate and M▇▇▇▇▇▇ ▇▇▇▇▇▇, for one (1) year following termination of such employment or engagement with the restriction in this Section 9(c)(i)(C) will apply for a period of two years after the Closing Date; Company; or (D) Urge induce or attempt to induce any client or customer, supplier, distributor, licensee or potential client other Person to cease doing business with the Company or any Affiliate of the Company or intentionally interfere with the relationship between any such customer, supplier, distributor, licensee or other Person and the Company or any Affiliate of the Buyer or the Business to discontinue business, in whole or in part, or not to do business, with the Buyer or the Business. (ii) The Seller expressly acknowledges and agrees (A) that the restrictions set forth herein are reasonable, in terms of scope, duration, geographic area, and otherwise, (B) that the protections afforded to the Buyer hereunder are necessary to protect its legitimate business interests, and (C) that the agreement to observe such restrictions form a material part of the consideration for this Agreement. If any restriction set forth in this Section 9(c) is held by a court of competent jurisdiction to be unreasonable, unlawful or unenforceable with respect to one or more geographic areas, lines of business and/or months of duration, then the Seller agrees, and hereby submits, to the reduction and limitation of such restriction, and the Parties hereto do hereby expressly authorize any court of competent jurisdiction to enforce any such provision or portion thereof or to modify any such provision or portion thereof in order that any such provision or portion thereof shall be enforced by such court to the fullest extent permitted by Applicable Laws. Notwithstanding any of the foregoing, if any Applicable Law shall reduce the time period during which the Seller shall be prohibited from engaging in any competitive activity described in this Section 9(c), the period of time for which the Seller shall be prohibited from engaging in competitive activities pursuant to this Section 9(c) shall be the maximum time permitted by such Applicable Law. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Section 9(c) were not performed in accordance with their specific terms. Because the amount of damages that might be sustained by the Buyer resulting from or arising out of a breach of any provision of this Section 9(c) are uncertain and not ascertainable at this time, in the event of a breach or violation of the terms or conditions of this Section 9(c), the Buyer shall be entitled to damages in the amount of fifty percent (50%) of the Gross Margin received by the Seller or its Affiliates resulting from the breach or violation of this Section 9(c), provided that the maximum aggregate amount payable pursuant to this Section 9(c)(ii) shall be equal to the Purchase Price. (iii) Notwithstanding anything set forth in Section 9(c)(i) above, the Buyer acknowledges and agrees that: (A) the Seller or its Affiliates may, in the Territory, solicit orders for Data Center Services and products related thereto from, and provide Data Center Services and products related thereto to, those specific customers identified on Schedule 9(c)(iii); (B) the Seller or its Affiliates may provide Configuration Services and Fulfillment Services; and (C) pursuant to the Transition Services Agreement, T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be permitted to provide certain consulting services to the Seller from and after the Closing DateCompany; provided, however, that except with respect to the first customer specifically identified on Schedule 9(c)(iii)that, the Seller foregoing shall not (1) use the Navio software in the Territory during the period specified in the Navio License Agreement; or (2) engage T▇▇▇▇▇ ▇▇▇▇▇ or M▇▇▇▇▇▇ ▇▇▇▇▇▇ apply to provide consulting services in the Territory in connection with the activities described in Sections 9(c)(iii)(A) and (B) abovegeneral solicitations for job positions not specifically directed at any such individual.

Non-Competition and Non-Solicitation. (ia) Subject to In consideration of the exceptions set forth in Section 9(c)(iii)purchase of the Purchased Assets by the Purchaser, the Seller agrees that, for a period and the Seller Parent agree that from the date of 12 months after this Agreement until the second anniversary of the Closing Date, the Seller and its Affiliates shall they will not, within North America (the “Territory”): (A) Participate and shall cause their Affiliates that they control to not, solicit orders for, offer to sell or engage in any business performing Data Center Servicessell, whether directly or indirectly, as an director, officer, owner, member, stockholder, partner, proprietor, joint venturer, employee, consultant, independent contractor, agent or otherwise; (B) Solicit (directly or indirectly, for its own account, or for the account of others) orders for services or products of a kind or nature like or similar listed on Schedule 5.8 hereto to the Data Center Services performed by the Business, or products sold by the Business, from any party that was a client or customer of the Business, or which the Business was soliciting to be its client or customer, during the twelve (12) month period preceding the Closing Date; (C) Hire, or solicit for employment, any individual who within the twelve (12) month period prior to customers listed on such employment or solicitation, was an employee of the Buyer or the Business, or induce or attempt to induce any employee of the Buyer or the Business to terminate his or her employment with the Buyer or the Business, provided that with respect to T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇, the restriction in this Section 9(c)(i)(C) will apply for a period of two years after the Closing Date; (D) Urge any client or customer, or potential client or customer, of the Buyer or the Business to discontinue business, in whole or in part, or not to do business, with the Buyer or the BusinessSchedule 5.8. (iib) The Seller expressly acknowledges It is the desire and agrees (A) intent of the parties to this Agreement that the restrictions set forth herein are reasonable, in terms provisions of scope, duration, geographic area, Section 5.8(a) shall be construed narrowly and otherwise, (B) that the protections afforded enforced to the Buyer hereunder are necessary to protect its legitimate business interests, fullest extent permissible under the laws and (C) that the agreement to observe such restrictions form a material part of the consideration for this Agreementpublic policies applied in each jurisdiction in which enforcement is sought. If any restriction set forth in particular provisions or portion of this Section 9(c5.8(a) is held by a court of competent jurisdiction shall be adjudicated to be unreasonableinvalid or unenforceable, unlawful or unenforceable with respect this Section shall be deemed amended to one or more geographic areas, lines of business and/or months of duration, then the Seller agrees, and hereby submits, to the reduction and limitation of such restriction, and the Parties hereto do hereby expressly authorize any court of competent jurisdiction to enforce any delete therefrom such provision or portion thereof adjudicated to be invalid or unenforceable, such amendment to modify any apply only with respect to the operation of such provision or portion thereof Section in order the particular jurisdiction in which such adjudication is made. The parties also recognize that any Seller Parent and its Affiliates design, build and/or operate high performance battery-electric vehicles and delivery drones for its customers and the Purchaser acknowledges that the continuation of such provision or portion thereof businesses (including with respect to the Horsefly System) in no way shall be enforced limited by such court to this Agreement except as expressly provided in Section 5.8(a) above. (c) The parties recognize that the fullest extent permitted by Applicable Laws. Notwithstanding any performance of the foregoing, if any Applicable Law shall reduce the time period during which obligations under this Section 5.8 by the Seller shall be prohibited from engaging in any competitive activity described in this Section 9(c), the period of time for which and the Seller shall be prohibited from engaging Parent is special, unique, and extraordinary in competitive activities pursuant to this Section 9(c) shall be the maximum time permitted by such Applicable Law. The Parties agree character, and that irreparable damage would occur in the event that of the breach by the Seller and/or the Seller Parent of the terms and conditions of this Section 5.8, the Purchaser shall be entitled, if it so elects, to obtain damages for any breach of this Section 5.8, or to enforce the specific performance thereof by such breaching Seller or Seller Parent or to enjoin such breaching Seller or Seller Parent from violating the provisions of this Section 9(c5.8(a). (d) were not performed in accordance with their specific terms. Because the amount of The parties acknowledge and agree that damages that might be sustained by the Buyer resulting from or arising out of a breach of any provision of this Section 9(c) are uncertain and not ascertainable at this time, in the event of a breach or violation of any of the terms provisions of Section 5.8 would be difficult, if not impossible, to ascertain and it is therefore agreed that the Purchaser, in addition to and without limiting any other remedy or conditions right it may have, shall have the right to seek an injunction or other equitable relief in any court of this Section 9(c), the Buyer shall be entitled to damages in the amount of fifty percent (50%) of the Gross Margin received by competent jurisdiction enjoining any such breach. The Seller and the Seller or its Affiliates resulting from the breach or violation of this Section 9(c), provided Parent further agree that the maximum aggregate amount payable pursuant to this Section 9(c)(ii) shall be equal to the Purchase Price. (iii) Notwithstanding anything set forth in Section 9(c)(i) above, the Buyer acknowledges and agrees that: (A) the Seller or its Affiliates may, in the Territory, solicit orders for Data Center Services and products related thereto from, and provide Data Center Services and products related thereto to, those specific customers identified on Schedule 9(c)(iii); (B) the Seller or its Affiliates may provide Configuration Services and Fulfillment Services; and (C) pursuant to the Transition Services Agreement, T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be permitted to provide certain consulting services to the Seller from and after the Closing Date; provided, however, that except with respect to the first customer specifically identified on Schedule 9(c)(iii), the Seller Purchaser shall not (1) use the Navio software in the Territory during the period specified in the Navio License Agreement; be required to post a bond or (2) engage T▇▇▇▇▇ ▇▇▇▇▇ or M▇▇▇▇▇▇ ▇▇▇▇▇▇ to provide consulting services in the Territory other security in connection with the activities described in Sections 9(c)(iii)(A) and (B) aboveissuance of any such injunction.

Non-Competition and Non-Solicitation. In exchange for the consideration contemplated under the Contribution and Merger Agreement and the consummation of the other transactions contemplated by the Contribution and Merger Agreement: (ia) Subject to During the exceptions set forth in Section 9(c)(iii)Restricted Period, the Seller agrees that, for a period of 12 months after the Closing Date, the Seller and its Affiliates Restricted Party shall not, within North America (the “Territory”): (A) Participate or engage in any business performing Data Center Services, whether directly or indirectly, as an directorown, officermanage, ownerengage in, memberoperate, stockholdercontrol, partnerwork for, proprietorconsult with, joint venturerrender services for, employeedo business with, consultantmaintain any interest in (proprietary, independent contractor, agent financial or otherwise; (B) Solicit (or participate in the ownership, management, operation or control of, any business, whether in corporate, proprietorship or partnership form or otherwise, engage in the Restricted Business, other than on behalf of the Alliqua Entities; provided, that the restrictions contained in this Section 5(a) shall not restrict the acquisition by the Restricted Party, directly or indirectly, for its own account, or for the account of others) orders for services or products of a kind or nature like or similar to the Data Center Services performed by the Business, or products sold by the Business, from any party that was a client or customer less than 5% of the outstanding capital stock of any publicly traded company engaged in a Restricted Business, or which the Business was soliciting to be its client or customer, during the twelve (12) month period preceding the Closing Date;. (Cb) HireDuring the Restricted Period, the Restricted Party shall not, directly or solicit for employmentindirectly, any individual solicit, induce, recruit or encourage anyone who within the twelve (12) month period prior to such employment is a consultant or solicitation, was an employee of the Buyer Company or the Business, or induce or attempt to induce any employee of the Buyer or the Business Alliqua Entities to terminate his or her employment or consulting relationship with the Buyer Company or the BusinessAlliqua Entities, provided that with respect or without the consent of the Alliqua Entities, hire, retain or engage any such person for the Restricted Party or for another Person or entity. Notwithstanding anything herein to T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇the contrary, the restriction nothing in this Section 9(c)(i)(C5(b) will apply for a period shall prevent the Restricted Party or any of two years its Affiliates from hiring, soliciting, inducing, recruiting or encouraging (i) any employee or consultant whose employment or consultancy has been terminated by the Company or the Alliqua Entities; or (ii) twelve (12) months after the Closing Date; (D) Urge date of termination of employment, any client employee or customer, or potential client or customer, of consultant whose employment has been terminated by the Buyer employee or the Business to discontinue business, in whole or in part, or not to do business, with the Buyer or the Businessconsultant. (c) During the Restricted Period, the Restricted Party shall not, directly or indirectly: (i) solicit business from, interfere with, attempt to solicit business from, interfere with, or do business with any actual or prospective customer or client with whom the Company or the Alliqua Entities does or has done business (including direct purchasers of the Company’s TheraSkin® product), in any case for the purpose of discussing or securing business or contracts related to the Restricted Business, or (ii) attempt to influence, encourage, persuade or induce any such actual or prospective customer or client whom the Company or the Alliqua Entities does or has done business to reduce the extent of its business dealings with the Alliqua Entities (including direct purchasers of the Company’s TheraSkin® product). (d) The Seller expressly acknowledges and agrees (A) that the restrictions set forth herein are reasonable, in terms of scope, duration, geographic areaRestricted Party shall not, and otherwiseshall cause any Affiliates not to, disparage or initiate negative publicity about the Company, the Alliqua Entities, or any of their respective employees, agents, business, policies, products, or services. (Be) that If the protections afforded to the Buyer hereunder are necessary to protect its legitimate business interests, and (C) that the agreement to observe such restrictions form a material part of the consideration for this Agreement. If any restriction set forth in this Section 9(c) is held by a court of competent jurisdiction to be unreasonable, unlawful or unenforceable with respect to one or more geographic areas, lines of business and/or months of duration, then the Seller agrees, and hereby submits, to the reduction and limitation of such restriction, and the Parties hereto do hereby expressly authorize any court of competent jurisdiction to enforce any such provision or portion thereof or to modify any such provision or portion thereof in order that any such provision or portion thereof shall be enforced by such court to the fullest extent permitted by Applicable Laws. Notwithstanding Restricted Party violates any of the foregoingrestrictions contained in this Article 5, if any Applicable Law the Restricted Period shall reduce be suspended and shall not run in favor of the Restricted Party from the time period during which the Seller shall be prohibited from engaging in any competitive activity described in this Section 9(c), the period of time for which the Seller shall be prohibited from engaging in competitive activities pursuant to this Section 9(c) shall be the maximum time permitted by such Applicable Law. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Section 9(c) were not performed in accordance with their specific terms. Because the amount of damages that might be sustained by the Buyer resulting from or arising out of a breach commencement of any provision of this Section 9(c) are uncertain and not ascertainable at this time, in violation until the event of a breach or violation of time when the terms or conditions of this Section 9(c), Restricted Party ceases the Buyer shall be entitled to damages in the amount of fifty percent (50%) of the Gross Margin received by the Seller or its Affiliates resulting from the breach or violation of this Section 9(c), provided that the maximum aggregate amount payable pursuant to this Section 9(c)(ii) shall be equal to the Purchase Priceviolation. (iii) Notwithstanding anything set forth in Section 9(c)(i) above, the Buyer acknowledges and agrees that: (A) the Seller or its Affiliates may, in the Territory, solicit orders for Data Center Services and products related thereto from, and provide Data Center Services and products related thereto to, those specific customers identified on Schedule 9(c)(iii); (B) the Seller or its Affiliates may provide Configuration Services and Fulfillment Services; and (C) pursuant to the Transition Services Agreement, T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be permitted to provide certain consulting services to the Seller from and after the Closing Date; provided, however, that except with respect to the first customer specifically identified on Schedule 9(c)(iii), the Seller shall not (1) use the Navio software in the Territory during the period specified in the Navio License Agreement; or (2) engage T▇▇▇▇▇ ▇▇▇▇▇ or M▇▇▇▇▇▇ ▇▇▇▇▇▇ to provide consulting services in the Territory in connection with the activities described in Sections 9(c)(iii)(A) and (B) above.

Non-Competition and Non-Solicitation. (ia) Subject In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that during the course of his employment with the Company he has become familiar with the Company’s trade secrets and with other Confidential Information concerning the Company and that his services have been and shall be of special, unique and extraordinary value to the exceptions set forth in Section 9(c)(iii)Company, the Seller and therefore, Executive agrees that, during the Term and for a period of 12 eighteen (18) months after thereafter (the Closing Date“Noncompete Period”), the Seller and its Affiliates he shall not, within North America (without the “Territory”): (A) Participate or engage in any business performing Data Center ServicesCompany’s prior written consent, whether directly or indirectly, own, manage, operate, join, control or participate in the ownership, management, operation or control of, or be connected as an a director, officer, owner, member, stockholderemployee, partner, proprietorconsultant or otherwise with, joint venturerany business or organization in the United States, employeeCanada or Mexico that sells or markets golf equipment, consultantapparel, independent contractoraccessories or services directly to consumers, agent whether through retail or otherwise;direct marketing channels, including, but not limited to catalogs and the internet (a “Competitive Business”); provided, however, that nothing herein shall prohibit Executive from (i) being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation; or (ii) becoming involved with a business or organization for which activities comprising a Competitive Business do not represent more than $10 million in revenues or more than 10% of such business or organization’s total revenues. If, at the time of enforcement of this Article III, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Executive acknowledges that the restrictions contained in this Article III are reasonable and that he has reviewed the provisions of this Agreement with his legal counsel (Bb) During the Term and for a period of two (2) years thereafter (the “Non-Solicit (Period”), Executive shall not directly or indirectly, for its own account, indirectly through another person or for the account of othersentity (i) orders for services or products of a kind or nature like or similar to the Data Center Services performed by the Business, or products sold by the Business, from any party that was a client or customer of the Business, or which the Business was soliciting to be its client or customer, during the twelve (12) month period preceding the Closing Date; (C) Hire, or solicit for employment, any individual who within the twelve (12) month period prior to such employment or solicitation, was an employee of the Buyer or the Business, or induce or attempt to induce any employee of the Buyer Company to leave the employ of the Company, or the Business to terminate his or her employment in any way interfere with the Buyer relationship between the Company and any employee thereof, (ii) hire any person who was an employee of the Company at any time during the Term or the Business, provided that with respect (iii) induce or attempt to T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇, the restriction in this Section 9(c)(i)(C) will apply for a period of two years after the Closing Date; (D) Urge induce any client or customer, supplier, licensee, licensor, franchisee or potential client other business relation of the Company to cease doing business with the Company, or in any way interfere with the relationship between any such customer, of supplier, licensee or business relation and the Buyer Company (including, without limitation, making any negative or disparaging statements or communications regarding the Business to discontinue business, in whole or in part, or not to do business, with the Buyer or the BusinessCompany). (iic) The Seller expressly acknowledges and agrees (A) that In the restrictions set forth herein are reasonable, in terms of scope, duration, geographic area, and otherwise, (B) that the protections afforded to the Buyer hereunder are necessary to protect its legitimate business interests, and (C) that the agreement to observe such restrictions form a material part event of the consideration for this Agreement. If any restriction set forth in this Section 9(c) is held breach or a threatened breach by a court Executive of competent jurisdiction to be unreasonable, unlawful or unenforceable with respect to one or more geographic areas, lines of business and/or months of duration, then the Seller agrees, and hereby submits, to the reduction and limitation of such restriction, and the Parties hereto do hereby expressly authorize any court of competent jurisdiction to enforce any such provision or portion thereof or to modify any such provision or portion thereof in order that any such provision or portion thereof shall be enforced by such court to the fullest extent permitted by Applicable Laws. Notwithstanding any of the foregoing, if any Applicable Law shall reduce the time period during which the Seller shall be prohibited from engaging in any competitive activity described in this Section 9(c), the period of time for which the Seller shall be prohibited from engaging in competitive activities pursuant to this Section 9(c) shall be the maximum time permitted by such Applicable Law. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Section 9(c) were not performed 3.3(c), the Company would suffer irreparable harm, and in accordance with their addition and supplementary to other rights and remedies existing in its favor, the Company shall be entitled to specific termsperformance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security). Because the amount of damages that might be sustained by the Buyer resulting from or arising out of a breach of any provision of this Section 9(c) are uncertain and not ascertainable at this timeIn addition, in the event of a an alleged breach or violation of the terms or conditions by Executive of this Section 9(c)Article III, the Buyer Noncompete Period and the Non-Solicit Period shall be entitled to damages in the amount of fifty percent (50%) of the Gross Margin received by the Seller or its Affiliates resulting from the tolled until such breach or violation of this Section 9(c), provided that the maximum aggregate amount payable pursuant to this Section 9(c)(ii) shall be equal to the Purchase Pricehas been duly cured. (iii) Notwithstanding anything set forth in Section 9(c)(i) above, the Buyer acknowledges and agrees that: (A) the Seller or its Affiliates may, in the Territory, solicit orders for Data Center Services and products related thereto from, and provide Data Center Services and products related thereto to, those specific customers identified on Schedule 9(c)(iii); (B) the Seller or its Affiliates may provide Configuration Services and Fulfillment Services; and (C) pursuant to the Transition Services Agreement, T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be permitted to provide certain consulting services to the Seller from and after the Closing Date; provided, however, that except with respect to the first customer specifically identified on Schedule 9(c)(iii), the Seller shall not (1) use the Navio software in the Territory during the period specified in the Navio License Agreement; or (2) engage T▇▇▇▇▇ ▇▇▇▇▇ or M▇▇▇▇▇▇ ▇▇▇▇▇▇ to provide consulting services in the Territory in connection with the activities described in Sections 9(c)(iii)(A) and (B) above.

Non-Competition and Non-Solicitation. (ia) Subject to the exceptions set forth in Section 9(c)(iii), the Seller Buyers agrees that, that for a period commencing as of 12 months after the Closing Date, Effective Date and continuing through the Seller and its Affiliates third anniversary of the Effective Date (the "Non-competition Period") Buyers shall not, within North America (except for the “Territory”): (A) Participate or engage benefit of MyACD, in any business performing Data Center Servicesway, whether directly or indirectly, through Affiliates, subsidiaries, employees, agents, or otherwise: (i) manage, profit from, direct, operate, control, be employed by, associated with, engage in, or participate in any of the foregoing, or otherwise advise or assist in any way or be connected with or directly or indirectly own as an directorpartner, officershareholder (other than holdings of less than five percent in publicly-traded companies), ownerproprietor, member, stockholder, partner, proprietor, joint venturer, employee, consultant, independent contractor, agent or otherwise; (B) Solicit (directly or indirectly, for its own accountadvisor, or for consultant or otherwise or have any investment, interest in or right with respect to any enterprise, entity, or business which engages, at any location, in the account business of others) orders for services offering or products of a kind selling any product or nature like service that is the same as, competitive with or similar to the Data Center Services performed by the Business, or products sold by the Business, from any party that was a client or customer of the Business, or which the Business was soliciting to be its client or customer, during the twelve Enhanced Services; (12ii) month period preceding the Closing Date; (C) Hire, or solicit for employment, any individual who within the twelve (12) month period prior to such employment or solicitation, was an employee of the Buyer or the Business, or induce or attempt to induce any employee customers of the Buyer MyACD or the Business Buyers to terminate his business with MyACD or her employment its Affiliates; or (iii) divert or attempt to divert from MyACD or its Affiliates any business with the Buyer any MyACD customers or the Business, provided that with respect to T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇, the restriction in this Section 9(c)(i)(C) will apply for a period of two years after the Closing Date; (D) Urge any client or customer, or potential client or customer, of the Buyer or the Business to discontinue business, in whole or in part, or not to do business, with the Buyer or the BusinessBuyers customers. (iib) The Seller expressly acknowledges and agrees During the Non-competition Period, Buyers shall not, directly or indirectly, solicit for the purposes of employment, attempt to solicit for the purposes of employment, offer employment, hire, employ, or continue to employ; any person who is; or any person who within the previous two years has been, employed by MyACD, or one of its Affiliates, or to persuade any such person to leave the employ of MyACD or such Affiliates. (Ac) that the restrictions set forth herein are reasonable, in terms of scope, duration, geographic area, and otherwise, (B) that the protections afforded to the Buyer hereunder are necessary to protect its legitimate business interests, and (C) that the agreement to observe such restrictions form a material part A breach of the consideration for this Agreement. If any restriction set forth in this Section 9(c) is held by a court of competent jurisdiction to be unreasonable, unlawful or unenforceable with respect to one or more geographic areas, lines of business and/or months of duration, then the Seller agrees, and hereby submits, to the reduction and limitation of such restriction, and the Parties hereto do hereby expressly authorize any court of competent jurisdiction to enforce any such provision or portion thereof or to modify any such provision or portion thereof in order that any such provision or portion thereof shall be enforced by such court to the fullest extent permitted by Applicable Laws. Notwithstanding any of the foregoing, if any Applicable Law shall reduce the time period during which the Seller shall be prohibited from engaging in any competitive activity described in this Section 9(c), the period of time for which the Seller shall be prohibited from engaging in competitive activities pursuant to this Section 9(c) shall be the maximum time permitted by such Applicable Law. The Parties agree that irreparable damage would occur in the event that any of the provisions covenants of this Section 9(c) were 2.7 would substantially injure MyACD in ways that cannot performed in accordance with their specific termsbe remedied fully by money damages. Because the amount of damages that might be sustained by the Buyer resulting from Therefore, Buyers' breach or arising out of a threatened breach of any provision of this Section 9(c) are uncertain 2.7 will entitle MyACD to equitable relief (including orders for specific performance and not ascertainable at this time, in the event of a breach or violation of the terms or conditions of this Section 9(cinjunctions), the Buyer shall be entitled to damages in the amount of fifty percent (50%) of the Gross Margin received by the Seller or its Affiliates resulting from the breach or violation of this Section 9(c), provided that the maximum aggregate amount payable pursuant to this Section 9(c)(ii) shall be equal to the Purchase Priceas well as monetary damages. (iii) Notwithstanding anything set forth in Section 9(c)(i) above, the Buyer acknowledges and agrees that: (A) the Seller or its Affiliates may, in the Territory, solicit orders for Data Center Services and products related thereto from, and provide Data Center Services and products related thereto to, those specific customers identified on Schedule 9(c)(iii); (B) the Seller or its Affiliates may provide Configuration Services and Fulfillment Services; and (C) pursuant to the Transition Services Agreement, T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be permitted to provide certain consulting services to the Seller from and after the Closing Date; provided, however, that except with respect to the first customer specifically identified on Schedule 9(c)(iii), the Seller shall not (1) use the Navio software in the Territory during the period specified in the Navio License Agreement; or (2) engage T▇▇▇▇▇ ▇▇▇▇▇ or M▇▇▇▇▇▇ ▇▇▇▇▇▇ to provide consulting services in the Territory in connection with the activities described in Sections 9(c)(iii)(A) and (B) above.

Non-Competition and Non-Solicitation. (iIn the event that the Company terminates the Executive's employment under this Agreement pursuant to Section 5(b)(iii) Subject hereof or in the event the Executive terminates his employment pursuant to the exceptions set forth in Section 9(c)(iii)5(b)(v) hereof, the Seller Executive agrees that, for that during a period of 12 months two (2) years after the Closing Datedate of termination or January 15, 2010, whichever first occurs, the Seller and its Affiliates shall Executive will not, within North America (the “Territory”): (A) Participate or engage in any business performing Data Center Services, whether directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an director, officer, owner, member, stockholderemployee, partner, proprietor, joint venturer, employee, consultant, independent contractor, agent director or otherwise; (B) Solicit (directly or indirectly, for its own accountotherwise with, or for have any financial interest in, or aid or assist anyone else in the account of othersconduct of, any business (a "Competitive Operation") orders for services or products of a kind or nature like or similar to the Data Center Services performed which competes with any business conducted by the BusinessCompany or with any group, division or products sold subsidiary of the Company in any geographic area where such business is being conducted at the time of such termination. In addition, Executive agrees to not solicit for employment any individuals employed by the BusinessCompany, from any party that was a client Mi-Tech Steel, Inc. or customer of the Business, or which the Business was soliciting to be its client or customer, during the twelve (12) month period preceding the Closing Date; (C) Hire, or solicit for employment, any individual who within the twelve (12) month period prior to such employment or solicitation, was an employee of the Buyer or the Business, or induce or attempt to induce any employee of the Buyer or the Business to terminate his or her employment with the Buyer or the Business, provided that with respect to T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇, the restriction in this Section 9(c)(i)(C) will apply for a period of two years after the Closing Date; (D) Urge any client or customer, or potential client or customer, of the Buyer or the Business to discontinue business, in whole or in part, or not to do business, with the Buyer or the Business. (ii) The Seller expressly acknowledges and agrees (A) that the restrictions set forth herein are reasonable, in terms of scope, duration, geographic area, and otherwise, (B) that the protections afforded to the Buyer hereunder are necessary to protect its legitimate business interests, and (C) that the agreement to observe such restrictions form a material part of the consideration for this Agreement. If any restriction set forth in this Section 9(c) is held by a court of competent jurisdiction to be unreasonable, unlawful or unenforceable with respect to one or more geographic areas, lines of business and/or months of duration, then the Seller agrees, and hereby submits, to the reduction and limitation of such restriction, and the Parties hereto do hereby expressly authorize any court of competent jurisdiction to enforce any such provision or portion thereof or to modify any such provision or portion thereof in order that any such provision or portion thereof shall be enforced by such court to the fullest extent permitted by Applicable Laws. Notwithstanding any of the foregoingsubsidiaries or affiliates of either. It is understood and agreed that, if any Applicable Law shall reduce for the time period during which the Seller shall be prohibited from engaging in any competitive activity described in this Section 9(c), the period of time for which the Seller shall be prohibited from engaging in competitive activities pursuant to this Section 9(c) shall be the maximum time permitted by such Applicable Law. The Parties agree that irreparable damage would occur in the event that any purposes of the foregoing provisions of this Section 9(c) were not performed in accordance with their specific terms. Because the amount of damages that might be sustained by the Buyer resulting from or arising out of a breach of any provision of this Section 9(c) are uncertain and not ascertainable at this time, in the event of a breach or violation of the terms or conditions of this Section 9(c), the Buyer shall be entitled to damages in the amount of fifty percent (50%) of the Gross Margin received by the Seller or its Affiliates resulting from the breach or violation of this Section 9(c), provided that the maximum aggregate amount payable pursuant to this Section 9(c)(ii) shall be equal to the Purchase Price. (iii) Notwithstanding anything set forth in Section 9(c)(i) above, the Buyer acknowledges and agrees that7: (Aa) No business shall be deemed to be a business conducted by the Seller Company or its Affiliates mayany group, in division or subsidiary of the TerritoryCompany, solicit orders for Data Center Services unless not less than 10% of the Company's consolidated gross sales and products related thereto operating revenues, or net income, is derived from, and provide Data Center Services and products related thereto or not less than 10% of the Company's consolidated assets are devoted to, those specific customers identified on Schedule 9(c)(iii); (B) such business; No business conducted by any entity which employs the Seller Executive or its Affiliates may provide Configuration Services and Fulfillment Servicesin which he is interested or with which he is connected or associated shall be deemed competitive with any business conducted by the Company or any group, division, or subsidiary of the Company unless such business is one from which 10% or more of the Company's consolidated assets are devoted; and (Cb) pursuant No business which is conducted by the Company at the time of the Executive's termination and which subsequently is sold or discontinued by the Company shall, subsequent to the Transition Services Agreementdate of such sale or discontinuance, T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be permitted deemed to provide certain consulting services to be a Competitive Operation within the Seller from and after meaning of this Section 7. Ownership by the Closing Date; provided, however, that except with respect to Executive of 2% or less of the first customer specifically identified on Schedule 9(c)(iii), the Seller voting stock of any publicly held Company shall not (1) use the Navio software in the Territory during the period specified in the Navio License Agreement; or (2) engage T▇▇▇▇▇ ▇▇▇▇▇ or M▇▇▇▇▇▇ ▇▇▇▇▇▇ to provide consulting services in the Territory in connection with the activities described in Sections 9(c)(iii)(A) and (B) aboveconstitute a violation hereof.

Non-Competition and Non-Solicitation. (ia) Subject Each Seller who is a director of the Company as of the date hereof hereby agrees that during the Non- Compete Period such Seller, other than in connection with his duties as an employee of the Company, Buyer or any of their respective Subsidiaries, will not (x) engage in, or participate in the ownership (unless limited to the exceptions set forth in Section 9(c)(iii3%), management, operation or control of any business engaged in, the Seller agrees thatinsurance or reinsurance brokerage business or the benefit consulting business in any area which the Company, for a period Buyer or any of 12 months after their respective Subsidiaries do such business or (y) otherwise engage in any activities which compete with the business of the Company, Buyer or their respective Subsidiaries as conducted on the Closing Date, and agrees that thereafter, such Person shall be subject to the non-solicitation restrictions set forth in paragraph (b) until the later of the second anniversary of the last day of the Non-Compete Period and the second anniversary of the date on which such Seller is no longer employed by the Company, Buyer or any of their respective Subsidiaries. The Non-Compete Period shall commence on the Closing Date and its Affiliates end on the fifth anniversary of the Closing Date. Notwithstanding the foregoing, if such a director is terminated at any time after the Closing without cause (as such term is defined in the Employee Award Agreement), then the Non-Compete Period shall notbe three years from the Closing Date, within North America provided that such Seller will thereafter be subject to the non-solicitation restrictions set forth in paragraph (b) as if such Seller had not been a director as of the “Territory”):date hereof. (Ab) Participate Each Seller who is not a director of the Company as of the date hereof hereby agrees that during the Non-Solicit Period, such Seller will not (x) solicit, accept or engage in service business that competes with businesses conducted by the Company, Buyer or any business performing Data Center Servicesof their Subsidiaries (i) from any clients or prospects of the Company or its affiliates who were solicited directly by Seller or where Seller supervised, whether directly or indirectly, as an director, officer, owner, member, stockholder, partner, proprietor, joint venturer, employee, consultant, independent contractor, agent or otherwise; (B) Solicit (directly or indirectly, for its own account, or for the account of others) orders for services or products of a kind or nature like or similar to the Data Center Services performed by the Business, or products sold by the Business, from any party that was a client or customer of the Business, or which the Business was soliciting to be its client or customer, during the twelve (12) month period preceding the Closing Date; (C) Hire, or solicit for employment, any individual who within the twelve (12) month period prior to such employment or solicitation, was an employee of the Buyer or the Business, or induce or attempt to induce any employee of the Buyer or the Business to terminate his or her employment with the Buyer or the Business, provided that with respect to T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇, the restriction in this Section 9(c)(i)(C) will apply for a period of two years after the Closing Date; (D) Urge any client or customer, or potential client or customer, of the Buyer or the Business to discontinue business, in whole or in part, the solicitation activities related to such clients or not prospects or (ii) from any former client who was such within two (2) years prior to do businesssuch termination and who was solicited directly by Seller or where Seller supervised, with directly or indirectly, in whole or in part, the solicitation activities related to such former client; or (y) solicit any employee of the Company or its affiliates to terminate his employment. The Non-Solicit Period shall commence on the Closing Date and end on the later of the fifth anniversary of the Closing Date and the second anniversary of the date on which such Seller is no longer employed by the Company, Buyer or the Businessany of their respective Subsidiaries. (iic) The Each such Seller expressly hereby acknowledges and agrees (A) that the restrictions set forth herein are reasonableBuyer, in terms of scopeentering into this Agreement and agreeing to pay the respective Purchase Price, duration, geographic area, and otherwise, (B) that the protections afforded to the Buyer hereunder are necessary to protect its legitimate business interests, and (C) that the is relying on such Seller's agreement to observe such restrictions form a material part of the consideration for this Agreement. If any restriction set forth in this Section 9(c6.13. (d) is held by a court of competent jurisdiction to be unreasonable, unlawful or unenforceable with respect to one or more geographic areas, lines of business and/or months of duration, then the Each Seller agrees, and hereby submits, to the reduction and limitation of such restriction, and the Parties hereto do hereby expressly authorize any court of competent jurisdiction to enforce any such provision or portion thereof or to modify any such provision or portion thereof in order acknowledges that any such provision or portion thereof shall be enforced by such court to the fullest extent permitted by Applicable Laws. Notwithstanding any of the foregoing, if any Applicable Law shall reduce the time period during which the Seller shall be prohibited from engaging in any competitive activity described in this Section 9(c), the period of time for which the Seller shall be prohibited from engaging in competitive activities pursuant to this Section 9(c) shall be the maximum time permitted by such Applicable Law. The Parties agree that irreparable damage would occur in the event that such Seller shall breach any of the provisions of this Section 9(c) were not performed 6.13 or in accordance with their specific terms. Because the amount of damages event that might be sustained by any such breach is threatened, in addition to and without limiting or waiving any other remedies available to the Buyer resulting from at law or arising out in equity, Buyer shall be entitled to immediate injunctive relief in any court, domestic or foreign, having the capacity to grant such relief, to restrain any such breach or threatened breach and to enforce the provisions of this Section 6.13. Each Seller also acknowledges and agrees that there is no adequate remedy at law for any such breach or threatened breach and, in the event that any proceeding is brought seeking injunctive relief, agree not to use as a breach defense thereto that there is an adequate remedy at law. Each Seller further acknowledges that the restrictions provided for in this Section 6.13 and the duration and the scope thereof are, under all of the circumstances, reasonable and necessary for the protection of Buyer and its investment hereunder. If any provision of this Section 9(c) are uncertain and not ascertainable at this time6.13 is determined to be too broad so as to be unenforceable, in the event of a breach or violation of the terms or conditions of this Section 9(c), the Buyer such provision shall be entitled deemed to damages in the amount of fifty percent (50%) of the Gross Margin received by the Seller or its Affiliates resulting from the breach or violation of this Section 9(c), provided that the maximum aggregate amount payable pursuant have been modified to this Section 9(c)(ii) shall be equal to the Purchase Priceonly so broad as is enforceable. (iii) Notwithstanding anything set forth in Section 9(c)(i) above, the Buyer acknowledges and agrees that: (A) the Seller or its Affiliates may, in the Territory, solicit orders for Data Center Services and products related thereto from, and provide Data Center Services and products related thereto to, those specific customers identified on Schedule 9(c)(iii); (B) the Seller or its Affiliates may provide Configuration Services and Fulfillment Services; and (C) pursuant to the Transition Services Agreement, T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be permitted to provide certain consulting services to the Seller from and after the Closing Date; provided, however, that except with respect to the first customer specifically identified on Schedule 9(c)(iii), the Seller shall not (1) use the Navio software in the Territory during the period specified in the Navio License Agreement; or (2) engage T▇▇▇▇▇ ▇▇▇▇▇ or M▇▇▇▇▇▇ ▇▇▇▇▇▇ to provide consulting services in the Territory in connection with the activities described in Sections 9(c)(iii)(A) and (B) above.

Non-Competition and Non-Solicitation. (ia) Subject to the exceptions set forth in Section 9(c)(iii), the Seller agrees that, for a period of 12 months From and after the Closing Date, the Seller and its Affiliates shall not, within North America (the “Territory”): (A) Participate or engage in any business performing Data Center Services, whether directly or indirectly, as an directoremployee, officer, owner, member, stockholder, partner, proprietor, joint venturer, employeeagent, consultant, independent contractordirector, agent equity holder, manager, co-partner, or otherwise;in any other individual or representative capacity, own, operate, manage, control, engage in, invest in, be employed by, or participate in any manner in, act as a consultant or advisor to, render services for (alone or in association with any Person), or otherwise assist any Person (other than the Buyer and its Affiliates) that engages in or owns, invests in, operates, manages, or controls, any venture or enterprise that directly or indirectly engages or proposes to engage in the Business (the “Restricted Business”) anywhere in the New England states or the states of New York and New Jersey (the “Territory”). The provisions of this Section 4.8 shall continue in effect until the fifth (5th) anniversary of the Closing Date (the “Restricted Period”). The Buyer acknowledges and agrees that the Restricted Business shall not include branded or unbranded contractual obligations or sales by the Seller of gasoline and diesel fuel to any retail gasoline facility, or any change of control, asset sale, or stock sale of Seller’s such line of business. (Bb) Solicit Without limiting the generality of the provisions of Section 4.9(a), during the Restricted Period, the Seller shall not, without the Buyer’s prior written consent, (directly or indirectly, for its own account, or for the account of othersi) orders for services or products of a kind or nature like or similar to the Data Center Services performed by the Business, or products sold by the Business, solicit business from any party Person that is or was a client or customer of the Business, or which the Business was soliciting to be its client or customer, Seller during the twelve one (121) month year period preceding the Closing Date; Date or from any successor in interest to any such Person for the purpose of securing business or contracts related to the Restricted Business in the Territory for entities other than the Buyer, (Cii) Hire, persuade or solicit for employment, attempt to persuade any individual who within the twelve (12) month period prior Person not to such employment or solicitation, was an employee of contract with the Buyer or to reduce the Businessamount of business it conducts with the Buyer or any of its Affiliates (whether now existing or hereafter created) or (iii) intentionally seek to interfere with the relationship between the Buyer and any Person or business relationship. (c) Each Party agrees not to make, or induce any third party to make, any statement to the media, written or oral, or make or post any statement disparaging the other Party (or its employees, officers, consultants, directors, shareholders, brokers or attorneys) to any person whether in person, by telephone, on any website, blog or other electronic means. Nothing in this paragraph shall prevent a Party from making such statements as may be required by law. (d) During the Restricted Period, the Seller shall not, directly or indirectly, (i) solicit or attempt to induce any employee of the Buyer or the Business Transferring Employee to terminate his or her employment with the Buyer or any subsidiary of the BusinessBuyer or (ii) hire or attempt to hire any such Transferring Employee; provided, provided that this clause (ii) shall not apply to any individual whose employment with respect to T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇, the restriction in this Section 9(c)(i)(C) will apply Buyer or a subsidiary of the Buyer has been terminated for a period of two years after the Closing Date; (D) Urge any client six months or customer, or potential client or customer, of the Buyer or the Business to discontinue business, in whole or in part, or not to do business, with the Buyer or the Businesslonger. (iie) The Seller expressly acknowledges and agrees (A) that the restrictions set forth herein are reasonableterritorial, in terms of scope, duration, geographic areatime, and otherwise, (B) that the protections afforded to the Buyer hereunder are necessary to protect its legitimate business interests, and (C) that the agreement to observe such restrictions form a material part of the consideration for this Agreement. If any restriction scope limitations set forth in this Section 9(c4.9 are reasonable and are properly required for the protection of the Buyer’s legitimate interest in client relationships, goodwill, and trade secrets of the Business. In the event that any such territorial, time, or scope limitation is deemed to be unreasonable {W5975088.1} 27 by a court of competent jurisdiction, the Buyer and the Seller submit to the reduction of any or all of said territorial, time, or scope limitations to such an area, period, or scope as such court will deem reasonable under the circumstances. If such partial enforcement is not possible, the provision will be deemed severed and the remaining provisions of this Agreement will remain in full force and effect. (f) is held The Seller acknowledges that the covenants set forth in this Section 4.9 are reasonable and necessary for the protection of the Buyer’s business interests, that irreparable injury will result to the Buyer if they breach any of the terms of this Section 4.9, and that in the event of an actual or threatened breach of any of the provisions contained in this Section 4.9, the Buyer will have no adequate remedy at law. In the event of any actual or threatened breach by the Seller of any of the provisions contained in this Section 4.9, the Buyer will be entitled to such injunctive and other equitable relief as may be deemed necessary or appropriate by a court of competent jurisdiction without the posting of a bond or other security. Nothing contained in this Section 4.9 will be construed as prohibiting Buyer from pursuing any other remedies available to be unreasonableit for such breach or threatened breach, unlawful or unenforceable with respect including the recovery of any damages that it is able to one or more geographic areas, lines of business and/or months of duration, then the Seller agrees, and hereby submits, to the reduction and limitation of such restriction, and the Parties hereto do hereby expressly authorize any court of competent jurisdiction to enforce any such provision or portion thereof or to modify any such provision or portion thereof in order that any such provision or portion thereof prove. (g) The Restricted Period shall be enforced extended by such court to the fullest extent permitted by Applicable Laws. Notwithstanding length of any of the foregoing, if any Applicable Law shall reduce the time period during which the any Seller shall be prohibited from engaging is in any competitive activity described in this Section 9(c), the period of time for which the Seller shall be prohibited from engaging in competitive activities pursuant to this Section 9(c) shall be the maximum time permitted by such Applicable Law. The Parties agree that irreparable damage would occur in the event that any breach of the provisions terms of this Section 9(c) were not performed in accordance with their specific terms. Because the amount of damages that might be sustained by the Buyer resulting from or arising out of a breach of any provision of this Section 9(c) are uncertain and not ascertainable at this time, in the event of a breach or violation of the terms or conditions of this Section 9(c), the Buyer shall be entitled to damages in the amount of fifty percent (50%) of the Gross Margin received by the Seller or its Affiliates resulting from the breach or violation of this Section 9(c), provided that the maximum aggregate amount payable pursuant to this Section 9(c)(ii) shall be equal to the Purchase Price4.9. (iii) Notwithstanding anything set forth in Section 9(c)(i) above, the Buyer acknowledges and agrees that: (A) the Seller or its Affiliates may, in the Territory, solicit orders for Data Center Services and products related thereto from, and provide Data Center Services and products related thereto to, those specific customers identified on Schedule 9(c)(iii); (B) the Seller or its Affiliates may provide Configuration Services and Fulfillment Services; and (C) pursuant to the Transition Services Agreement, T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be permitted to provide certain consulting services to the Seller from and after the Closing Date; provided, however, that except with respect to the first customer specifically identified on Schedule 9(c)(iii), the Seller shall not (1) use the Navio software in the Territory during the period specified in the Navio License Agreement; or (2) engage T▇▇▇▇▇ ▇▇▇▇▇ or M▇▇▇▇▇▇ ▇▇▇▇▇▇ to provide consulting services in the Territory in connection with the activities described in Sections 9(c)(iii)(A) and (B) above.

Non-Competition and Non-Solicitation. Corporation and the Shareholder hereby acknowledge, recognize and confirm that the nature of the Business is highly competitive, that the covenants herein contained in this Section are part of the bargained for consideration without which Purchaser would not consummate the Contemplated Transactions, that the covenants herein will not deprive Corporation or the Shareholder of a means by which they may earn a livelihood or otherwise cause undue hardship and that this Section is a reasonable and necessary means by which Purchaser must be able to protect its legitimate business interests and the goodwill and the customer and supplier relationships of the Business to be acquired by it in connection with the Contemplated Transactions. Accordingly, Corporation and Shareholder agree that neither Corporation nor Shareholder will directly or indirectly during the ten (10) year period following the Closing Date (the "Noncompetition Period") (i) Subject engage in or actively prepare to the exceptions set forth in Section 9(c)(iii), the Seller agrees that, for a period of 12 months after the Closing Date, the Seller and its Affiliates shall not, within North America (the “Territory”): (A) Participate or engage in any business performing Data Center ServicesCompeting Business, whether directly or indirectly, such engagement is as an officer, director, officerproprietor, owneremployee, partner, manager, member, stockholder, partner, proprietor, joint venturer, employeeinvestor (other than as a passive investor in less than five percent (5%) of the outstanding capital stock of a publicly traded corporation), consultant, advisor, agent, representative, independent contractor, agent substantial creditor or otherwise; (B) Solicit (directly or indirectlyotherwise anywhere in the United States, for its own accountCanada, Europe, Australia, Japan, China, or for Malaysia (the account "Restricted Territory"); or (ii) assist others in engaging in or preparing to engage in any Competing Business in the manner described in clause (i) of othersthis Section 4.10(a); or (iii) orders for services solicit the business of, or products trade with, any customers or prospective customers of a kind or nature like or similar Corporation in the Restricted Territory with respect to the Data Center Services performed by the Business, or products sold by the Business, from any party that was a client or customer of the Business, or which the Business was soliciting to be its client or customer, Corporation during the twelve two (122) month year period immediately preceding the Closing Date; ; or (Civ) Hireinduce, or otherwise solicit, any customers with whom Corporation has done business to terminate or otherwise curtail or impair their business relationship with Purchaser or Purchaser's Affiliates; or (v) solicit for employment, or induce any individual who within the twelve (12) month period prior to such employment or solicitation, was is an employee of the Buyer or the Business, or induce or attempt to induce any employee of the Buyer or the Business Purchaser to terminate his or her employment with Purchaser or offer employment to or hire or engage any such individual while such person is employed by Purchaser or during the Buyer six (6) month period thereafter. In addition, Corporation and Shareholder agree that neither Corporation nor Shareholder will directly or indirectly during the Business, provided that with respect to T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇, greater of (i) the restriction in this Section 9(c)(i)(Ctwo (2) will apply for a year period of two years after following the Closing Date; (D) Urge any client Date or customer, or potential client or customer, of the Buyer or the Business to discontinue business, in whole or in part, or not to do business, with the Buyer or the Business. (ii) The Seller expressly acknowledges and agrees (A) that the restrictions set forth herein are reasonable, in terms of scope, duration, geographic area, and otherwise, (B) that the protections afforded to the Buyer hereunder are necessary to protect its legitimate business interests, and (C) that the agreement to observe such restrictions form a material part term of the consideration for this Agreement. If any restriction set forth Shareholder's employment with the Purchaser plus one (1) year, but in this Section 9(cno event longer than ten (10) is held by a court of competent jurisdiction years (y) engage in or actively prepare to be unreasonable, unlawful or unenforceable with respect to one or more geographic areas, lines of business and/or months of duration, then the Seller agrees, and hereby submits, to the reduction and limitation of such restriction, and the Parties hereto do hereby expressly authorize any court of competent jurisdiction to enforce any such provision or portion thereof or to modify any such provision or portion thereof in order that any such provision or portion thereof shall be enforced by such court to the fullest extent permitted by Applicable Laws. Notwithstanding any of the foregoing, if any Applicable Law shall reduce the time period during which the Seller shall be prohibited from engaging engage in any competitive activity described in this Section 9(c), the period of time for which the Seller shall be prohibited from engaging in competitive activities pursuant to this Section 9(c) shall be the maximum time permitted by such Applicable Law. The Parties agree that irreparable damage would occur business in the event that any of the provisions of this Section 9(c) were not performed Field, whether such engagement is as an officer, director, proprietor, employee, partner, manager, member, investor (other than as a passive investor in accordance with their specific terms. Because the amount of damages that might be sustained by the Buyer resulting from or arising out of a breach of any provision of this Section 9(c) are uncertain and not ascertainable at this time, in the event of a breach or violation of the terms or conditions of this Section 9(c), the Buyer shall be entitled to damages in the amount of fifty less than five percent (505%) of the Gross Margin received by outstanding capital stock of a publicly traded corporation), consultant, advisor, agent, representative, independent contractor, substantial creditor or otherwise anywhere in the Seller Restricted Territory; or its Affiliates resulting from (z) assist others in engaging in or preparing to engage in any business in the breach or violation Field in the manner described in clause (y) of this Section 9(c4.10(b), provided that the maximum aggregate amount payable pursuant to this Section 9(c)(ii) shall be equal to the Purchase Price. (iii) Notwithstanding anything set forth in Section 9(c)(i) above, the Buyer acknowledges and agrees that: (A) the Seller or its Affiliates may, in the Territory, solicit orders for Data Center Services and products related thereto from, and provide Data Center Services and products related thereto to, those specific customers identified on Schedule 9(c)(iii); (B) the Seller or its Affiliates may provide Configuration Services and Fulfillment Services; and (C) pursuant to the Transition Services Agreement, T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be permitted to provide certain consulting services to the Seller from and after the Closing Date; provided, however, that except with respect to the first customer specifically identified on Schedule 9(c)(iii), the Seller shall not (1) use the Navio software in the Territory during the period specified in the Navio License Agreement; or (2) engage T▇▇▇▇▇ ▇▇▇▇▇ or M▇▇▇▇▇▇ ▇▇▇▇▇▇ to provide consulting services in the Territory in connection with the activities described in Sections 9(c)(iii)(A) and (B) above.

Non-Competition and Non-Solicitation. (i) Subject to During the exceptions set forth in Section 9(c)(iiiperiod of time beginning on the Closing Date and ending on the fifth (5th) anniversary thereof (as may be extended below, the “Restricted Period”), Edcity (the Seller agrees that, for a period of 12 months after the Closing Date, the Seller and its Affiliates “Restricted Party”) shall not, within North America (and shall cause the “Territory”): (A) Participate or engage in any business performing Data Center ServicesRestricted Party’s Affiliates not to, whether directly or indirectly: (x) employ, engage, contract for or solicit the services in any capacity of any Person who is as an director, officer, owner, member, stockholder, partner, proprietor, joint venturer, employee, consultant, independent contractor, agent or otherwise; (B) Solicit (directly or indirectly, for its own accountof, or for the account of others) orders for services or products of a kind or nature like or similar to the Data Center Services performed by the Business, or products sold by the Business, from any party that was a client or customer of the Business, or which the Business was soliciting to be its client or customer, during the twelve (12) month period months preceding the Closing Date; , employed by or providing services as an employee, agent, independent contractor or consultant to the Company, in each case; or (Cy) Hirefor its own account or on behalf of any other Person, or solicit for employmentsolicit, any individual who within the twelve (12) month period prior to such employment or solicitationdivert, was an employee of the Buyer or the Business, or induce take away or attempt to induce take away any employee of the Buyer current past, or prospective customers, suppliers or other business partners of the Business or in any way interfere with, disrupt or attempt to terminate his disrupt any then existing relationships between the Business and the Purchaser, on the one hand, and any of the Sellers’ customers or her employment suppliers or other Persons with whom any of them deals, on the Buyer or the Business, provided that with respect to T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇, the restriction in this Section 9(c)(i)(C) will apply for a period of two years after the Closing Date; (D) Urge any client or customerother, or potential client contract or customer, of the Buyer enter into any business transaction with any such customers or the Business to discontinue business, in whole suppliers or in part, or not to do business, with the Buyer or the Business.other Persons for any purpose; (ii) During the period of time beginning on the Closing Date and ending on the third (3rd) anniversary thereof the Restricted Party shall not, anywhere in the United States, engage in any manner (including, without limitation, by owning any interest in, managing, controlling, participating in (whether as an officer, director, employee, partner, agent, representative, consultant or otherwise), rendering services to, organizing, planning to organize, providing funding) in a business or activity that is competitive in any respect with any aspect of the Business provided, however, that this Agreement shall not prevent the beneficial ownership for investment purposes of 2% or less of any class of Equity Interests of any such Person which are traded on a national securities exchange. Notwithstanding anything contained in this Section 6.7(a) to the contrary: (i) the Restricted Party (or its Affiliates) may, without being in violation of this Section 6.7(a), serve on civic and charitable boards or committees and manage the Restricted Party’s personal passive investments, even if such investments are competitive to the Business; and (ii) Purchaser hereby acknowledges that as of the Signing Date, an Affiliate of Edcity owns Equity Interests in Prepworks, LLC, a Florida limited liability company, and shall continue to own such Equity Interest in Prepworks, LLC following the Closing Date and such ownership shall not be deemed a breach of this Section 6.7(a). (b) The Seller expressly Restricted Party acknowledges and agrees (A) that the restrictions set forth herein contained in this Section 6.7 are reasonable, in terms of scope, duration, geographic area, reasonable and otherwise, (B) that the protections afforded to the Buyer hereunder are necessary to protect the legitimate interests of the Purchaser and that any breach by such Restricted Party or its legitimate business interestsAffiliates of any provision hereof will result in irreparable injury to the Purchaser. Any breach or alleged breach of this Agreement by the Purchaser shall not be a defense to the enforcement of this Section 6.7. The Restricted Party acknowledges that, in addition to all remedies available at Law, the Purchaser shall be entitled to equitable relief, including injunctive relief, and (C) that an equitable accounting of all earnings, profits or other benefits arising from such breach and shall be entitled to receive such other damages, direct or consequential, as may be appropriate. The Purchaser shall not be required to post any bond or other security or to prove actual damages therefrom, in connection with any proceeding to enforce the agreement to observe such restrictions form a material part provisions of this Section 6.7. Each of the consideration for this Agreement. If any restriction set forth covenants contained in this Section 9(c) 6.7 shall be deemed a series of separate covenants in each jurisdiction in which the enforcement thereof is held by sought, and should a court of competent jurisdiction to be unreasonable, unlawful or unenforceable with respect to one or more geographic areas, lines of business and/or months of duration, then the Seller agrees, and hereby submits, to the reduction and limitation of such restriction, and the Parties hereto do hereby expressly authorize any court of competent jurisdiction to enforce any such provision or portion thereof or to modify any such provision or portion thereof in order that any such provision or portion thereof shall be enforced by such court to the fullest extent permitted by Applicable Laws. Notwithstanding determine any of the foregoingrestrictive covenants is not enforceable in such jurisdiction, if any Applicable Law such determination shall reduce not affect the time period during which the Seller shall be prohibited from engaging enforceability of these restrictive covenants in any competitive activity described other jurisdiction. If the Restricted Party breaches of any of the restrictions contained in this Section 9(c)6.7, the period of time for which Restricted Period applicable to the Seller Restricted Party shall automatically, without further action or deed, be shall be prohibited from engaging in competitive activities pursuant extended for a number of days equal to this the number of days on which such breach occurred. (c) Without limiting the generality of Section 9(c) shall be the maximum time permitted by such Applicable Law. The Parties agree that irreparable damage would occur in the event that any of 10.4, the provisions of this Section 9(c) were not performed in accordance with their specific terms. Because 6.7 shall inure to the amount of damages that might be sustained by the Buyer resulting from or arising out of a breach benefit of any provision of this Section 9(c) are uncertain and not ascertainable at this time, in the event of a breach or violation subsequent transferee of the terms Business or conditions of this Section 9(c)any substantial portion thereof, the Buyer shall be entitled to damages in the amount of fifty percent (50%) of the Gross Margin received by the Seller or its Affiliates resulting from the breach or violation of this Section 9(c), provided that the maximum aggregate amount payable pursuant to this Section 9(c)(ii) shall be equal any successor to the Purchase PricePurchaser, whether or not this Agreement is assigned to such transferee. (iii) Notwithstanding anything set forth in Section 9(c)(i) above, the Buyer acknowledges and agrees that: (A) the Seller or its Affiliates may, in the Territory, solicit orders for Data Center Services and products related thereto from, and provide Data Center Services and products related thereto to, those specific customers identified on Schedule 9(c)(iii); (B) the Seller or its Affiliates may provide Configuration Services and Fulfillment Services; and (C) pursuant to the Transition Services Agreement, T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be permitted to provide certain consulting services to the Seller from and after the Closing Date; provided, however, that except with respect to the first customer specifically identified on Schedule 9(c)(iii), the Seller shall not (1) use the Navio software in the Territory during the period specified in the Navio License Agreement; or (2) engage T▇▇▇▇▇ ▇▇▇▇▇ or M▇▇▇▇▇▇ ▇▇▇▇▇▇ to provide consulting services in the Territory in connection with the activities described in Sections 9(c)(iii)(A) and (B) above.

Non-Competition and Non-Solicitation. (ia) Subject In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that during the course of his employment with the Company he has become familiar with the Company’s trade secrets and with other Confidential Information concerning the Company and that his services have been and shall be of special, unique and extraordinary value to the exceptions set forth in Section 9(c)(iii)Company, the Seller and therefore, Executive agrees that, during the Term and for a period of 12 eighteen (18) months after thereafter (the Closing Date“Noncompete Period”), the Seller and its Affiliates he shall not, within North America (without the “Territory”): (A) Participate or engage in any business performing Data Center ServicesCompany’s prior written consent, whether directly or indirectly, own, manage, operate, join, control or participate in the ownership, management, operation or control of, or be connected as an a director, officer, owner, member, stockholderemployee, partner, proprietorconsultant or otherwise with, joint venturerany business or organization in the United States, employeeCanada or Mexico that sells or markets golf equipment, consultantapparel, independent contractoraccessories or services directly to consumers, agent whether through retail or otherwise;direct marketing channels, including, but not limited to catalogs and the internet (a “Competitive Business”); provided, however, that nothing herein shall prohibit Executive from (i) being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation; or (ii) becoming involved with a business or organization for which activities comprising a Competitive Business do not represent more than $10 million in revenues or more than 10% of such business or organization’s total revenues. If, at the time of enforcement of this Article 3, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Executive acknowledges that the restrictions contained in this Article 3 are reasonable and that he has reviewed the provisions of this Agreement with his legal counsel (Bb) During the Term and for a period of two (2) years thereafter (the “Non-Solicit (Period”), Executive shall not directly or indirectly, for its own account, indirectly through another person or for the account of othersentity (i) orders for services or products of a kind or nature like or similar to the Data Center Services performed by the Business, or products sold by the Business, from any party that was a client or customer of the Business, or which the Business was soliciting to be its client or customer, during the twelve (12) month period preceding the Closing Date; (C) Hire, or solicit for employment, any individual who within the twelve (12) month period prior to such employment or solicitation, was an employee of the Buyer or the Business, or induce or attempt to induce any employee of the Buyer Company to leave the employ of the Company, or the Business to terminate his or her employment in any way interfere with the Buyer relationship between the Company and any employeethereof, (ii) hire any person who was an employeeof the Company at any time during the Term or the Business, provided that with respect (iii) induce or attempt to T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇, the restriction in this Section 9(c)(i)(C) will apply for a period of two years after the Closing Date; (D) Urge induce any client or customer, supplier, licensee, licensor, franchisee or potential client other business relation of the Company to cease doing business with the Company, or in any way interfere with the relationship between any such customer, of supplier, licensee or business relation and the Buyer Company (including, without limitation, making any negative or disparaging statements or communications regarding the Business to discontinue business, in whole or in part, or not to do business, with the Buyer or the BusinessCompany). (iic) The Seller expressly acknowledges and agrees (A) that In the restrictions set forth herein are reasonable, in terms of scope, duration, geographic area, and otherwise, (B) that the protections afforded to the Buyer hereunder are necessary to protect its legitimate business interests, and (C) that the agreement to observe such restrictions form a material part event of the consideration for this Agreement. If any restriction set forth in this Section 9(c) is held breach or a threatened breach by a court Executive of competent jurisdiction to be unreasonable, unlawful or unenforceable with respect to one or more geographic areas, lines of business and/or months of duration, then the Seller agrees, and hereby submits, to the reduction and limitation of such restriction, and the Parties hereto do hereby expressly authorize any court of competent jurisdiction to enforce any such provision or portion thereof or to modify any such provision or portion thereof in order that any such provision or portion thereof shall be enforced by such court to the fullest extent permitted by Applicable Laws. Notwithstanding any of the foregoing, if any Applicable Law shall reduce the time period during which the Seller shall be prohibited from engaging in any competitive activity described in this Section 9(c), the period of time for which the Seller shall be prohibited from engaging in competitive activities pursuant to this Section 9(c) shall be the maximum time permitted by such Applicable Law. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Section 9(c) were not performed 3.3(c), the Company would suffer irreparable harm, and in accordance with their addition and supplementary to other rights and remedies existing in its favor, the Company shall be entitled to specific termsperformance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security). Because the amount of damages that might be sustained by the Buyer resulting from or arising out of a breach of any provision of this Section 9(c) are uncertain and not ascertainable at this timeIn addition, in the event of a an alleged breach or violation of the terms or conditions by Executive of this Section 9(c)Article III, the Buyer Noncompete Period and the Non-Solicit Period shall be entitled to damages in the amount of fifty percent (50%) of the Gross Margin received by the Seller or its Affiliates resulting from the tolled until such breach or violation of this Section 9(c), provided that the maximum aggregate amount payable pursuant to this Section 9(c)(ii) shall be equal to the Purchase Pricehas been duly cured. (iii) Notwithstanding anything set forth in Section 9(c)(i) above, the Buyer acknowledges and agrees that: (A) the Seller or its Affiliates may, in the Territory, solicit orders for Data Center Services and products related thereto from, and provide Data Center Services and products related thereto to, those specific customers identified on Schedule 9(c)(iii); (B) the Seller or its Affiliates may provide Configuration Services and Fulfillment Services; and (C) pursuant to the Transition Services Agreement, T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be permitted to provide certain consulting services to the Seller from and after the Closing Date; provided, however, that except with respect to the first customer specifically identified on Schedule 9(c)(iii), the Seller shall not (1) use the Navio software in the Territory during the period specified in the Navio License Agreement; or (2) engage T▇▇▇▇▇ ▇▇▇▇▇ or M▇▇▇▇▇▇ ▇▇▇▇▇▇ to provide consulting services in the Territory in connection with the activities described in Sections 9(c)(iii)(A) and (B) above.

Non-Competition and Non-Solicitation. (ia) Subject to During the exceptions set forth in Section 9(c)(iiiperiod beginning on the Closing Date and ending on the fifth anniversary thereof (the "Non-Competition Period"), except as required in connection with the Seller agrees thatRetained SmartMove Accounts and the Rewards Accelerator Accounts, for a period neither the Company nor any of 12 months after its Subsidiaries or any entity which is an Affiliate of the Closing DateCompany (individually and collectively, the Seller and its Affiliates "Company Parties") shall not, within North America (the “Territory”): (A) Participate directly or indirectly engage in any consumer credit card business performing Data Center Services, whether directly or indirectly, as an director, officer, owner, member, stockholder, partner, proprietor, joint venturer, employee, consultant, independent contractor, agent or otherwise; (B) Solicit (directly or indirectly, for its own account, or for the account of others) orders for services or products of a kind or nature like or similar to the Data Center Services performed by the Business, or products sold by the Business, from any party that was a client or customer of the Business, or activity which is in competition with the Business was soliciting to be its client or customer, during the twelve (12) month period preceding the Closing Date; (C) Hire, or solicit for employment, any individual who within the twelve (12) month period prior to such employment or solicitation, was an employee of the Buyer or the Business, or induce or attempt to induce any employee of the Buyer or the Fleet Business to terminate his or her employment with the Buyer or the Business, provided that with respect to T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇, the restriction in this Section 9(c)(i)(C) will apply for a period of two years after the Closing Date; (D) Urge any client or customer, or potential client or customer, of the Buyer or the Business to discontinue business, in whole or in part, or not to do business, with the Buyer or the Business. (ii) The Seller expressly acknowledges and agrees (A) that the restrictions set forth herein are reasonable, in terms of scope, duration, geographic area, and otherwise, (B) that the protections afforded to the Buyer hereunder are necessary to protect its legitimate business interests, and (C) that the agreement to observe such restrictions form a material part of the consideration for this Agreement. If any restriction set forth in this Section 9(c) is held by a court of competent jurisdiction to be unreasonable, unlawful or unenforceable with respect to one or more geographic areas, lines of business and/or months of duration, then the Seller agrees, and hereby submits, to the reduction and limitation of such restriction, and the Parties hereto do hereby expressly authorize any court of competent jurisdiction to enforce any such provision or portion thereof or to modify any such provision or portion thereof in order that any such provision or portion thereof shall be enforced by such court to the fullest extent permitted by Applicable Laws. Notwithstanding any of the foregoing, if any Applicable Law shall reduce the time period during which the Seller shall be prohibited from engaging in any competitive activity described in this Section 9(c), the period of time for which the Seller shall be prohibited from engaging in competitive activities pursuant to this Section 9(c) shall be the maximum time permitted by such Applicable Law. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Section 9(c) were not performed in accordance with their specific terms. Because the amount of damages that might be sustained by the Buyer resulting from or arising out of a breach of any provision of this Section 9(c) are uncertain and not ascertainable at this time, in the event of a breach or violation of the terms or conditions of this Section 9(c), the Buyer shall be entitled to damages in the amount of fifty percent (50%) of the Gross Margin received by the Seller or its Affiliates resulting from the breach or violation of this Section 9(c), provided that the maximum aggregate amount payable pursuant to this Section 9(c)(ii) shall be equal to the Purchase Price. (iii) Notwithstanding anything set forth in Section 9(c)(i) above, the Buyer acknowledges and agrees that: (A) the Seller or its Affiliates may, in the Territory, solicit orders for Data Center Services and products related thereto from, and provide Data Center Services and products related thereto to, those specific customers identified on Schedule 9(c)(iii); (B) the Seller or its Affiliates may provide Configuration Services and Fulfillment Services; and (C) pursuant to the Transition Services Agreement, T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be permitted to provide certain consulting services to the Seller from and after the Closing DateUnited States; provided, however, that except ownership of less than 2% of the outstanding capital stock of any publicly traded corporation which is in direct competition with respect the Business or the Fleet Business in the United States shall not violate the foregoing agreement not to compete. (b) During the period beginning on the Closing Date and ending on the fifth anniversary thereof, neither the Company nor any of its Subsidiaries shall, directly or indirectly use any past or present customer list of the Business or any list of prospective customers generated by use of the know-how, trade secrets or other intellectual property of the Business (whether in hard copy or data file or otherwise) to solicit, directly or indirectly, any customer of the Business or the Fleet Business for any consumer debt product or in its business credit card operations; provided, however that nothing in this Section 6.15 shall require the Company or any of 31 32 its Affiliates to destroy any customer lists relating to the first Business that it may have in its possession (whether in hard copy, data file or otherwise) or to sort or cull any customer list used by the other businesses of the Company or its Affiliates and nothing in this Section 6.15(b) shall restrict the general use of know-how by the Company in the conduct of its business. (c) For the period beginning as of the close of business on the Closing Date and ending on the third anniversary thereof, neither the Company nor any of its Subsidiaries shall, directly or indirectly, solicit for employment, retain as an independent contractor or consultant, induce to terminate employment with Fleet, any of its Subsidiaries or the LLC or otherwise interfere with any employee of Fleet, any of its Subsidiaries or the LLC, in all such cases, engaged in the Business or the Fleet Business; provided, however, that persons solicited by the Company and its Subsidiaries pursuant to the use of any general advertisements or general solicitations not specifically identified on Schedule 9(c)(iii)directed to employees of Fleet, any of its Subsidiaries or the Seller LLC shall not violate the terms of this covenant. (1d) use the Navio software in the Territory during For the period specified in beginning as of the Navio License Agreement; close of business on the Closing Date and ending on the third anniversary thereof, neither Fleet nor any of its Subsidiaries shall, directly or (2) engage T▇▇▇▇▇ ▇▇▇▇▇ indirectly, solicit for employment, retain as an independent contractor or M▇▇▇▇▇▇ ▇▇▇▇▇▇ consultant, induce to provide consulting services in the Territory in connection terminate employment with the activities described in Sections 9(c)(iii)(A) Company or any of its Subsidiaries or otherwise interfere with any employee of the Company or any of its Subsidiaries; provided, however, that persons solicited by Fleet and (B) aboveits Subsidiaries pursuant to the use of any general advertisements or general solicitations not specifically directed to employees of the Company or any of its Subsidiaries shall not violate the terms of this covenant.

Non-Competition and Non-Solicitation. (ia) Subject to During the exceptions set forth in Section 9(c)(iii), the Seller agrees that, Original Term and for a period of 12 six months after the Closing Datethereafter, the Seller Executive Management Parties and its their Affiliates shall not, within North America (the “Territory”): (A) Participate or engage in any business performing Data Center Services, whether directly or indirectly, indirectly whether as an director, officer, owner, member, stockholder, partner, proprietor, joint venturer, employee, consultant, independent contractorpartner, agent principal, agent, distributor, representative, stockholder or otherwise;otherwise (except that collectively they may be a stockholder of not more than a 5% equity interest in a public company) (except when acting on behalf of the Company), engage in any activities in any country worldwide in which the Company or any Subsidiary then conducts business that are in competition with the Existing Business of the Company or any Subsidiary. (Bb) Solicit (directly or indirectly, for its own account, or for During the account of others) orders for services or products of a kind or nature like or similar to the Data Center Services performed by the Business, or products sold by the Business, from any party that was a client or customer of the Business, or which the Business was soliciting to be its client or customer, during the twelve (12) month period preceding the Closing Date; (C) Hire, or solicit for employment, any individual who within the twelve (12) month period prior to such employment or solicitation, was an employee of the Buyer or the Business, or induce or attempt to induce any employee of the Buyer or the Business to terminate his or her employment with the Buyer or the Business, provided that with respect to T▇▇▇▇▇ ▇▇▇▇▇ Original Term and M▇▇▇▇▇▇ ▇▇▇▇▇▇, the restriction in this Section 9(c)(i)(C) will apply for a period of two years after six months thereafter, the Closing Date; Executive Management Parties shall not directly or indirectly (Di) Urge solicit any client customer of the Company or customerany Subsidiary as a customer of a business competitive to an Existing Business or (ii) solicit any Person who is employed by the Company or any Subsidiary of the Company, other than (A) persons previously known to the Executive Management Parties and/or (B) a secretary/administrative assistant who is employed by the Company or an Executive Management Party, or potential client any of their respective Subsidiaries, to accept employment with any Executive Management Party or customerany entity controlled, of the Buyer owned or the Business to discontinue business, in whole or in part, or not to do business, with the Buyer or the Businessoperated by any Executive Management Party. (iic) The Seller expressly acknowledges and agrees (A) Executive Management Parties each acknowledge that the restrictions set forth herein are reasonable, in terms of scope, duration, geographic area, Company has no adequate remedy at law and otherwise, (B) that the protections afforded to the Buyer hereunder are necessary to protect its legitimate business interests, and (C) that the agreement to observe such restrictions form a material part of the consideration for this Agreement. If any restriction set forth in this Section 9(c) is held by a court of competent jurisdiction to would be unreasonable, unlawful or unenforceable with respect to one or more geographic areas, lines of business and/or months of duration, then the Seller agrees, and hereby submits, to the reduction and limitation of such restriction, and the Parties hereto do hereby expressly authorize any court of competent jurisdiction to enforce any such provision or portion thereof or to modify any such provision or portion thereof in order that any such provision or portion thereof shall be enforced by such court to the fullest extent permitted by Applicable Laws. Notwithstanding any of the foregoing, irreparably harmed if any Applicable Law shall reduce the time period during which the Seller shall be prohibited from engaging in any competitive activity described in this Section 9(c), the period of time for which the Seller shall be prohibited from engaging in competitive activities pursuant Executive Management Party breaches or threatens to this Section 9(c) shall be the maximum time permitted by such Applicable Law. The Parties agree that irreparable damage would occur in the event that breach any of the provisions of this Section 9(c20, Sections 21(a) were not performed in accordance with their specific terms. Because the amount of damages that might be sustained by the Buyer resulting from or arising out of a breach of any provision of this Section 9(c) are uncertain and not ascertainable at this time, in the event of a breach or violation of the terms or conditions of this Section 9(c(b), or Section 22, and therefore the Buyer Executive Management Parties each agree that the Company or any Subsidiary, as the case may be, shall be entitled to damages in the amount temporary or permanent mandatory or injunctive relief, to terminate or forestall any breach or threatened breach of fifty percent (50%) any of those provisions and to specific performance of the Gross Margin received by terms of each of such provisions without the Seller need to demonstrate irreparable injury or its Affiliates resulting from post bond or other security. The Executive Management Parties each further agree that they shall not, in any proceeding seeking injunctive or other equitable relief to enforce the breach provisions of Section 20, Sections 21(a) or violation of this (b) or Section 9(c)22, provided raise the defense that the maximum aggregate amount payable pursuant to this Section 9(c)(ii) shall be equal to the Purchase PriceCompany or any Subsidiary has an adequate remedy at law. (iii) Notwithstanding anything set forth in Section 9(c)(i) above, the Buyer acknowledges and agrees that: (A) the Seller or its Affiliates may, in the Territory, solicit orders for Data Center Services and products related thereto from, and provide Data Center Services and products related thereto to, those specific customers identified on Schedule 9(c)(iii); (B) the Seller or its Affiliates may provide Configuration Services and Fulfillment Services; and (C) pursuant to the Transition Services Agreement, T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be permitted to provide certain consulting services to the Seller from and after the Closing Date; provided, however, that except with respect to the first customer specifically identified on Schedule 9(c)(iii), the Seller shall not (1) use the Navio software in the Territory during the period specified in the Navio License Agreement; or (2) engage T▇▇▇▇▇ ▇▇▇▇▇ or M▇▇▇▇▇▇ ▇▇▇▇▇▇ to provide consulting services in the Territory in connection with the activities described in Sections 9(c)(iii)(A) and (B) above.

Non-Competition and Non-Solicitation. 7.5.1 For the period comprising the greater of (i) Subject to five (5) years commencing on the exceptions set forth in Section 9(c)(iiiClosing Date and (ii) such period of time during which the Parent directly or indirectly owns at least ten percent (10%) or more of the outstanding common shares of the Buyer (the “Restricted Period”), the Parent and Seller agrees that, for a period of 12 months after the Closing Date, the Seller and its Affiliates shall not, within North America and shall not permit any of their Affiliates to, directly or indirectly: (the “Territory”): (Ai) Participate or engage in or assist others in engaging in the Restricted Business; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in any capacity, including as a partner, shareholder, employee, principal, agent, trustee or consultant; or (iii) intentionally interfere in any material respect with the business performing Data Center Servicesrelationships (whether formed prior to or after the date of this Agreement) between the Buyer and customers or suppliers of the Buyer. 7.5.2 Notwithstanding the provisions of Section 7.5.1, whether nothing in this Agreement shall prohibit the Parent from owning the shares that it owns in Lexifone Communications Systems (2010) Ltd. (“Lexifone”) as at the Effective Date of this Agreement, provided that such ownership interest is not exercised in a manner that causes Lexifone to compete with the Restricted Business. 7.5.3 During the Restricted Period, the Parent and Seller shall not, and shall not permit any of their Affiliates to, directly or indirectly, as an director, officer, owner, member, stockholder, partner, proprietor, joint venturer, employee, consultant, independent contractor, agent solicit or otherwise; (B) Solicit (directly or indirectly, for its own accountentice, or for the account of others) orders for services attempt to solicit or products of a kind or nature like or similar to the Data Center Services performed by the Business, or products sold by the Business, from any party that was a client or customer of the Business, or which the Business was soliciting to be its client or customer, during the twelve (12) month period preceding the Closing Date; (C) Hire, or solicit for employmententice, any individual who within the twelve (12) month period prior to such employment clients or solicitation, was an employee customers of the Buyer or the Business, potential clients or induce or attempt to induce any employee customers of the Buyer for purposes of diverting their business or services from the Business to terminate his or her employment with Buyer. 7.5.4 The Parent and Seller acknowledge that the Buyer or the Business, provided that with respect to T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇, the restriction restrictions contained in this Section 9(c)(i)(C) will apply for 7.5 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a period of two years after material inducement to Buyer to enter into this Agreement and consummate the Closing Date; (D) Urge transactions contemplated by this Agreement, and that a failure by the Parent or Seller to comply with such restrictions would cause irreparable harm to the Buyer. In the event that any client or customer, or potential client or customer, of the Buyer or the Business to discontinue businesscovenant contained in this Section 7.5 should ever, in whole or in part, or not to do business, with the Buyer or the Business. (ii) The Seller expressly acknowledges and agrees (A) that the restrictions set forth herein are reasonable, in terms of scope, duration, geographic area, and otherwise, (B) that the protections afforded to the Buyer hereunder are necessary to protect its legitimate business interests, and (C) that the agreement to observe such restrictions form a material part of the consideration for this Agreement. If any restriction set forth in this Section 9(c) is held by a court of competent jurisdiction be adjudicated to be unreasonableillegal, unlawful invalid, void, voidable or unenforceable with respect to one or more geographic areas, lines of business and/or months of duration, then the Seller agrees, and hereby submits, to the reduction and limitation of such restriction, and the Parties hereto do hereby expressly authorize in any jurisdiction by any court of competent jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to enforce any such provision the maximum time, geographic, product or portion thereof service, or to modify any such provision or portion thereof in order that any such provision or portion thereof shall be enforced by such court to the fullest extent other limitations permitted by Applicable Laws. Notwithstanding any of the foregoing, if any Applicable Law shall reduce the time period during which the Seller shall be prohibited from engaging in any competitive activity described in this Section 9(c), the period of time for which the Seller shall be prohibited from engaging in competitive activities pursuant to this Section 9(c) shall be the maximum time permitted by such Applicable applicable Law. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Section 9(c) were not performed in accordance with their specific terms. Because the amount of damages that might be sustained by the Buyer resulting from or arising out of a breach of any provision of this Section 9(c) are uncertain and not ascertainable at this time, in the event of a breach or violation of the terms or conditions of this Section 9(c), the Buyer shall be entitled to damages in the amount of fifty percent (50%) of the Gross Margin received by the Seller or its Affiliates resulting from the breach or violation of this Section 9(c), provided that the maximum aggregate amount payable pursuant to this Section 9(c)(ii) shall be equal to the Purchase Price. (iii) Notwithstanding anything set forth in Section 9(c)(i) above, the Buyer acknowledges and agrees that: (A) the Seller or its Affiliates may, in the Territory, solicit orders for Data Center Services and products related thereto from, and provide Data Center Services and products related thereto to, those specific customers identified on Schedule 9(c)(iii); (B) the Seller or its Affiliates may provide Configuration Services and Fulfillment Services; and (C) pursuant to the Transition Services Agreement, T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be permitted to provide certain consulting services to the Seller from and after the Closing Date; provided, however, that except with respect to the first customer specifically identified on Schedule 9(c)(iii), the Seller shall not (1) use the Navio software in the Territory during the period specified in the Navio License Agreement; or (2) engage T▇▇▇▇▇ ▇▇▇▇▇ or M▇▇▇▇▇▇ ▇▇▇▇▇▇ to provide consulting services in the Territory in connection with the activities described in Sections 9(c)(iii)(A) and (B) above.

Non-Competition and Non-Solicitation. (ia) Subject to During the exceptions set forth in Section 9(c)(iiiTerm and ending eighteen (18) months following the Executive's termination of employment for any reason (the "Non-Compete Period"), without the Seller agrees thatprior written consent of the Company, for a period of 12 months after the Closing Date, the Seller and its Affiliates Executive shall not, within North America (the “Territory”): (A) Participate or engage in any business performing Data Center Services, whether directly or indirectly, either as an directorprincipal, manager, agent, consultant, officer, owner, memberdirector, stockholder, partner, proprietormember, joint venturerinvestor, employeelender or employee or in any other capacity, consultantcarry on, independent contractorbe engaged in or have any financial interest in any Competitive Business. For purposes hereof, agent a business shall be deemed to be a "Competitive Business" if (i) it is significantly involved in the sale or otherwise;rendering of any product or service sold, dealt in or rendered by the Company and/or any direct or indirect subsidiary of the Company at the commencement of the Non-Compete Period or (ii) it is significantly involved in the sale or rendering of any product or service that the Company or its affiliates have specific plans to sell or provide and as to which Executive is aware of such planning. As used in the preceding sentence, the term "significantly" shall be deemed to refer to activities generating gross annual sales of at least $25 million. Nothing in this shall be construed so as to preclude Executive from investing in any publicly held company; provided, that Executive's beneficial ownership of any class of such company's securities does not exceed 2% of the outstanding securities of such class. (Bb) Solicit (During the Non-Compete Period, Executive will not, directly or indirectlyindirectly through another person, for (i) solicit any employee of the Company or any of its own accountdirect or indirect subsidiaries to leave the employ of the Company or such subsidiary, or for in any way interfere with the account of othersrelationship between the Company and such subsidiary, on the one hand, and any employee thereof, on the other hand or (ii) orders for services or products of a kind or nature like or similar to the Data Center Services performed by the Business, or products sold by the Business, from any party that was a client or customer of the Business, or which the Business was soliciting to be its client or customer, during the twelve (12) month period preceding the Closing Date; (C) Hire, or solicit for employment, hire any individual who within the twelve (12) month period prior to such employment or solicitation, was an employee of the Buyer Company or the Business, any of its direct or induce or attempt to induce indirect subsidiaries at any employee of the Buyer or the Business to terminate his or her employment with the Buyer or the Business, provided that with respect to T▇▇▇▇▇ ▇▇▇▇▇ time from and M▇▇▇▇▇▇ ▇▇▇▇▇▇, the restriction in this Section 9(c)(i)(C) will apply for a period of two years after the Closing Effective Date; (D) Urge any client or customer, or potential client or customer, of the Buyer or the Business to discontinue business, in whole or in part, or not to do business, with the Buyer or the Business. (iic) The Seller expressly acknowledges Executive and agrees (A) the Company agree that each of the restrictions set forth herein are reasonable, in terms of scope, duration, geographic areaforegoing covenants is a reasonable covenant under the circumstances, and otherwise, (B) further agree that if in the protections afforded to the Buyer hereunder are necessary to protect its legitimate business interests, and (C) that the agreement to observe such restrictions form a material part opinion of the consideration for this Agreement. If any restriction set forth in this Section 9(c) is held by a court of competent jurisdiction to be unreasonable, unlawful or unenforceable with respect to one or more geographic areas, lines of business and/or months of duration, then the Seller agrees, and hereby submits, to the reduction and limitation of such restriction, and the Parties hereto do hereby expressly authorize any court of competent jurisdiction such restraint is not reasonable in any respect, such court shall have the right, power and authority to enforce any excise or modify such provision or portion thereof or provisions of such covenant as to modify any such provision or portion thereof in order the court shall appear not reasonable and to enforce the remainder of the covenant as so amended. Executive agrees that any such provision or portion thereof shall be enforced by such court to the fullest extent permitted by Applicable Laws. Notwithstanding any breach of the foregoing, if any Applicable Law shall reduce the time period during which the Seller shall be prohibited from engaging in any competitive activity described covenants contained in this Section 9(c)would irreparably injure the Company. Accordingly, the period of time for which the Seller shall be prohibited from engaging in competitive activities pursuant to this Section 9(c) shall be the maximum time permitted by such Applicable Law. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Section 9(c) were not performed in accordance with their specific terms. Because the amount of damages that might be sustained by the Buyer resulting from or arising out of a breach of any provision of this Section 9(c) are uncertain and not ascertainable at this timeCompany may, in addition to pursuing any other remedies it may have in law or in equity, obtain an injunction against Executive from any court having jurisdiction over the event of a breach or violation of the terms or conditions of this Section 9(c)matter, the Buyer shall be entitled to damages in the amount of fifty percent (50%) of the Gross Margin received by the Seller or its Affiliates resulting from the breach or restraining any further violation of this Section 9(c), provided that the maximum aggregate amount payable pursuant to this Section 9(c)(ii) shall be equal to the Purchase Priceby Executive. (iii) Notwithstanding anything set forth in Section 9(c)(i) above, the Buyer acknowledges and agrees that: (A) the Seller or its Affiliates may, in the Territory, solicit orders for Data Center Services and products related thereto from, and provide Data Center Services and products related thereto to, those specific customers identified on Schedule 9(c)(iii); (B) the Seller or its Affiliates may provide Configuration Services and Fulfillment Services; and (C) pursuant to the Transition Services Agreement, T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be permitted to provide certain consulting services to the Seller from and after the Closing Date; provided, however, that except with respect to the first customer specifically identified on Schedule 9(c)(iii), the Seller shall not (1) use the Navio software in the Territory during the period specified in the Navio License Agreement; or (2) engage T▇▇▇▇▇ ▇▇▇▇▇ or M▇▇▇▇▇▇ ▇▇▇▇▇▇ to provide consulting services in the Territory in connection with the activities described in Sections 9(c)(iii)(A) and (B) above.

Non-Competition and Non-Solicitation. (ia) Subject to The Employee agrees that during the exceptions set forth in Section 9(c)(iii)term of this Agreement, the Seller agrees that, and for a period of 12 six months after following termination of this Agreement, if such termination results from the Closing Datevoluntary resignation of the Employee under subsection 6(a) or the Employer's termination of the Employee for cause under subsection 6(d), the Seller and its Affiliates shall notEmployee will not engage, within North America (the “Territory”): (A) Participate hold an interest, or engage in have any business performing Data Center Servicesinvolvement, whether either directly or indirectly, as an directorin any business entity or venture that is engaged in exploring for or developing, officer, owner, member, stockholder, partner, proprietor, joint venturer, employee, consultant, independent contractor, agent mining or otherwise;processing non-ferrous metals in Guangxi Province of the People's Republic of China. (Bb) Solicit The Employee hereby agrees that all restrictions in this section 8 are reasonable, valid and do not go beyond what is necessary to protect the interests of the Employer, and all defences to the strict enforcement thereof by the Employer are hereby waived by the Employee. The provisions of this clause are only intended to safeguard against the Employee participating in competitive endeavours against the Employer and its affiliates and not from engaging in subsequent businesses which are not, at the time of termination, in competition with the Employer and its affiliates in Guangxi Province of the People's Republic of China. (directly or indirectlyc) In addition to any restriction imposed by this section 8 hereof, for its own account, or for further certainty the account of others) orders for services or products of a kind or nature like or similar to the Data Center Services performed by the Business, or products sold by the Business, from any party that was a client or customer of the Business, or which the Business was soliciting to be its client or customerEmployee agrees not to, during the twelve (12) month period preceding the Closing Date;term of this Agreement, and for one year following termination of this Agreement, howsoever caused, (Ci) Hire, request or solicit for employment, advise any individual who within the twelve (12) month period prior to such employment or solicitation, was an employee of the Buyer customers, suppliers or other business contacts of the BusinessEmployer or its affiliates to withdraw, curtail, cancel or not increase their business with the Employer or its affiliates; or (ii) directly or indirectly recruit, induce or attempt to induce persuade any employee person who is then, or at any time during the previous year has been, an employee, or outside consultant of the Buyer Employer or the Business its affiliates to terminate or curtail his or her employment relationship with the Buyer or the Business, provided that with respect to T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇, the restriction in this Section 9(c)(i)(C) will apply for a period of two years after the Closing Date; (D) Urge any client or customer, or potential client or customer, of the Buyer or the Business to discontinue business, in whole or in part, or not to do business, with the Buyer or the Business. (ii) The Seller expressly acknowledges and agrees (A) that the restrictions set forth herein are reasonable, in terms of scope, duration, geographic area, and otherwise, (B) that the protections afforded to the Buyer hereunder are necessary to protect its legitimate business interests, and (C) that the agreement to observe such restrictions form a material part of the consideration for this Agreement. If any restriction set forth in this Section 9(c) is held by a court of competent jurisdiction to be unreasonable, unlawful or unenforceable with respect to one or more geographic areas, lines of business and/or months of duration, then the Seller agrees, and hereby submits, to the reduction and limitation of such restriction, and the Parties hereto do hereby expressly authorize any court of competent jurisdiction to enforce any such provision or portion thereof or to modify any such provision or portion thereof in order that any such provision or portion thereof shall be enforced by such court to the fullest extent permitted by Applicable Laws. Notwithstanding any of the foregoing, if any Applicable Law shall reduce the time period during which the Seller shall be prohibited from engaging in any competitive activity described in this Section 9(c), the period of time for which the Seller shall be prohibited from engaging in competitive activities pursuant to this Section 9(c) shall be the maximum time permitted by such Applicable Law. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Section 9(c) were not performed in accordance with their specific terms. Because the amount of damages that might be sustained by the Buyer resulting from or arising out of a breach of any provision of this Section 9(c) are uncertain and not ascertainable at this time, in the event of a breach or violation of the terms or conditions of this Section 9(c), the Buyer shall be entitled to damages in the amount of fifty percent (50%) of the Gross Margin received by the Seller Employer or its Affiliates resulting from affiliates without the breach or violation of this Section 9(c), provided that the maximum aggregate amount payable pursuant to this Section 9(c)(ii) shall be equal to the Purchase PriceEmployer's prior written consent. (iii) Notwithstanding anything set forth in Section 9(c)(i) above, the Buyer acknowledges and agrees that: (A) the Seller or its Affiliates may, in the Territory, solicit orders for Data Center Services and products related thereto from, and provide Data Center Services and products related thereto to, those specific customers identified on Schedule 9(c)(iii); (B) the Seller or its Affiliates may provide Configuration Services and Fulfillment Services; and (C) pursuant to the Transition Services Agreement, T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be permitted to provide certain consulting services to the Seller from and after the Closing Date; provided, however, that except with respect to the first customer specifically identified on Schedule 9(c)(iii), the Seller shall not (1) use the Navio software in the Territory during the period specified in the Navio License Agreement; or (2) engage T▇▇▇▇▇ ▇▇▇▇▇ or M▇▇▇▇▇▇ ▇▇▇▇▇▇ to provide consulting services in the Territory in connection with the activities described in Sections 9(c)(iii)(A) and (B) above.

Non-Competition and Non-Solicitation. (i) Subject to the exceptions set forth in Section 9(c)(iii), the Seller 7.1 Executive agrees that, for a period of 12 months after the Closing Date, the Seller and its Affiliates shall not, within North America (the “Territory”): (A) Participate or engage in any business performing Data Center Services, whether directly or indirectly, as an director, officer, owner, member, stockholder, partner, proprietor, joint venturer, employee, consultant, independent contractor, agent or otherwise; (B) Solicit (directly or indirectly, for its own account, or for the account of others) orders for services or products of a kind or nature like or similar to the Data Center Services performed by the Business, or products sold by the Business, from any party that was a client or customer of the Business, or which the Business was soliciting to be its client or customer, during the twelve (12) month period preceding the Closing Date; (C) Hire, or solicit for employment, any individual who within the twelve (12) month period prior to such employment or solicitation, was an employee of the Buyer or the Business, or induce or attempt to induce any employee of the Buyer or the Business to terminate his or her employment with the Buyer or the Business, provided that with respect to T▇▇▇▇▇ ▇▇▇▇▇ Term and M▇▇▇▇▇▇ ▇▇▇▇▇▇, the restriction in this Section 9(c)(i)(C) will apply for a period of two (2) years after the Closing Date;thereafter, he will not, directly or indirectly: (Di) Urge any client compete with the Company or customerwork for a competitor of the Company with oil and gas interests within 100 miles of the Company’s oil and gas interests, or potential client hold oil and gas interests, in the territory or customerbasin(s) in which the Company holds oil and gas interests, other than the oil and gas interests he currently holds as of the Buyer or the Business to discontinue business, in whole or in part, or not to do business, with the Buyer or the Business.date hereof, (ii) The Seller expressly acknowledges and agrees solicit any operator or holder of mineral or other land rights to change, terminate, or alter its relationship with the Company or induce any such operator or holder to not renew any then existing relationship with the Company, or (Aiii) that the restrictions set forth herein are reasonablesolicit any employee, in terms of scopeconsultant, duration, geographic area, and otherwise, (B) that the protections afforded to the Buyer hereunder are necessary to protect its legitimate business interests, and (C) that the agreement to observe such restrictions form a material part or operator of the consideration for this Agreement. If Company to change its relationship with the Company, or hire or offer employment to any restriction set forth in this Section 9(c) is held by a court of competent jurisdiction person to whom the Executive actually knows the Company has offered employment. 7.2 Executive agrees to be unreasonable, unlawful or unenforceable with respect to one or more geographic areas, lines of business and/or months of duration, then the Seller agrees, and hereby submits, to the reduction and limitation of such restriction, and the Parties hereto do hereby expressly authorize any court of competent jurisdiction to enforce any such provision or portion thereof or to modify any such provision or portion thereof in order that any such provision or portion thereof shall be enforced bound by such court to the fullest extent permitted by Applicable Laws. Notwithstanding any of the foregoing, if any Applicable Law shall reduce the time period during which the Seller shall be prohibited from engaging in any competitive activity described in this Section 9(c), the period of time for which the Seller shall be prohibited from engaging in competitive activities pursuant to this Section 9(c) shall be the maximum time permitted by such Applicable Law. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Section 9(c) were not performed 7 in accordance with their specific termsconsideration for the Company’s employment of Executive, payment of the compensation and benefits provided under Sections 2, 3 and 5 above and the covenants and agreements set forth herein. Because the amount of damages that might be sustained by the Buyer resulting from or arising out of a breach of any provision The provisions of this Section 9(c) are uncertain and not ascertainable at this time, in the event of a breach or violation of the terms or conditions of this Section 9(c), the Buyer 7 shall be entitled to damages in the amount of fifty percent (50%) of the Gross Margin received by the Seller or its Affiliates resulting apply from the breach or violation date of this Section 9(c), provided that any termination of Executive’s employment with the maximum aggregate amount payable pursuant to this Section 9(c)(iiCompany and for a period of two (2) shall be equal to the Purchase Price. (iii) Notwithstanding anything set forth in Section 9(c)(i) above, the Buyer acknowledges and agrees that: (A) the Seller or its Affiliates may, in the Territory, solicit orders for Data Center Services and products related thereto from, and provide Data Center Services and products related thereto to, those specific customers identified on Schedule 9(c)(iii); (B) the Seller or its Affiliates may provide Configuration Services and Fulfillment Services; and (C) pursuant to the Transition Services Agreement, T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be permitted to provide certain consulting services to the Seller from and after the Closing Dateyears thereafter; provided, however, that except the provisions of this Section 7 shall cease to apply immediately upon any Corporate Transaction (as defined herein). The parties agree that the provisions of this Section 7 shall survive any termination of this Agreement, Executive will continue to be bound by the provisions of this Section 8 until their expiration and Executive shall not be entitled to any compensation from the Company with respect thereto except as provided under this Agreement. 7.3 Executive acknowledges that the provisions of this Section 7 are essential to protect the first customer specifically identified on Schedule 9(c)(iii)business and goodwill of the Company. If at any time the provisions of this Section 7 shall be determined to be invalid or unenforceable by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 7 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the Seller court or other body having jurisdiction over the matter; and the Executive agrees that this Section 7 as so amended shall be valid and binding as though any invalid or unenforceable provision had not (1) use the Navio software in the Territory during the period specified in the Navio License Agreement; or (2) engage T▇▇▇▇▇ ▇▇▇▇▇ or M▇▇▇▇▇▇ ▇▇▇▇▇▇ to provide consulting services in the Territory in connection with the activities described in Sections 9(c)(iii)(A) and (B) abovebeen included herein.

Non-Competition and Non-Solicitation. (ia) Subject to The Employee agrees that during the exceptions set forth in Section 9(c)(iii)term of this Agreement, the Seller agrees that, and for a period of 12 six months after following termination of this Agreement, if such termination results from the Closing Datevoluntary resignation of the Employee under subsection 5(a) or the Employer's termination of the Employee for cause under subsection 5(d), the Seller and its Affiliates shall notEmployee will not engage, within North America (the “Territory”): (A) Participate hold an interest, or engage in have any business performing Data Center Servicesinvolvement, whether either directly or indirectly, as an directorin any business entity or venture that is engaged in exploring for or developing, officer, owner, member, stockholder, partner, proprietor, joint venturer, employee, consultant, independent contractor, agent mining or otherwise;processing non-ferrous metals in Guangxi Province of the People's Republic of China. (Bb) Solicit The Employee hereby agrees that all restrictions in this section 7 are reasonable, valid and do not go beyond what is necessary to protect the interests of the Employer, and all defences to the strict enforcement thereof by the Employer are hereby waived by the Employee. The provisions of this clause are only intended to safeguard against the Employee participating in competitive endeavours against the Employer and its affiliates and not from engaging in subsequent businesses which are not, at the time of termination, in competition with the Employer and its affiliates in Guangxi Province of the People's Republic of China. (directly or indirectlyc) In addition to any restriction imposed by this section 7, for its own account, or for further certainty the account of others) orders for services or products of a kind or nature like or similar to the Data Center Services performed by the Business, or products sold by the Business, from any party that was a client or customer of the Business, or which the Business was soliciting to be its client or customerEmployee agrees not to, during the twelve (12) month period preceding the Closing Date;term of this Agreement, and for one year following termination of this Agreement, howsoever caused, (Ci) Hire, request or solicit for employment, advise any individual who within the twelve (12) month period prior to such employment or solicitation, was an employee of the Buyer customers, suppliers or other business contacts of the BusinessEmployer or its affiliates to withdraw, curtail, cancel or not increase their business with the Employer or its affiliates; or (ii) directly or indirectly recruit, induce or attempt to induce persuade any employee person who is then, or at any time during the previous year has been, an employee, or outside consultant of the Buyer Employer or the Business its affiliates to terminate or curtail his or her employment relationship with the Buyer or the Business, provided that with respect to T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇, the restriction in this Section 9(c)(i)(C) will apply for a period of two years after the Closing Date; (D) Urge any client or customer, or potential client or customer, of the Buyer or the Business to discontinue business, in whole or in part, or not to do business, with the Buyer or the Business. (ii) The Seller expressly acknowledges and agrees (A) that the restrictions set forth herein are reasonable, in terms of scope, duration, geographic area, and otherwise, (B) that the protections afforded to the Buyer hereunder are necessary to protect its legitimate business interests, and (C) that the agreement to observe such restrictions form a material part of the consideration for this Agreement. If any restriction set forth in this Section 9(c) is held by a court of competent jurisdiction to be unreasonable, unlawful or unenforceable with respect to one or more geographic areas, lines of business and/or months of duration, then the Seller agrees, and hereby submits, to the reduction and limitation of such restriction, and the Parties hereto do hereby expressly authorize any court of competent jurisdiction to enforce any such provision or portion thereof or to modify any such provision or portion thereof in order that any such provision or portion thereof shall be enforced by such court to the fullest extent permitted by Applicable Laws. Notwithstanding any of the foregoing, if any Applicable Law shall reduce the time period during which the Seller shall be prohibited from engaging in any competitive activity described in this Section 9(c), the period of time for which the Seller shall be prohibited from engaging in competitive activities pursuant to this Section 9(c) shall be the maximum time permitted by such Applicable Law. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Section 9(c) were not performed in accordance with their specific terms. Because the amount of damages that might be sustained by the Buyer resulting from or arising out of a breach of any provision of this Section 9(c) are uncertain and not ascertainable at this time, in the event of a breach or violation of the terms or conditions of this Section 9(c), the Buyer shall be entitled to damages in the amount of fifty percent (50%) of the Gross Margin received by the Seller Employer or its Affiliates resulting from affiliates without the breach or violation of this Section 9(c), provided that the maximum aggregate amount payable pursuant to this Section 9(c)(ii) shall be equal to the Purchase PriceEmployer's prior written consent. (iii) Notwithstanding anything set forth in Section 9(c)(i) above, the Buyer acknowledges and agrees that: (A) the Seller or its Affiliates may, in the Territory, solicit orders for Data Center Services and products related thereto from, and provide Data Center Services and products related thereto to, those specific customers identified on Schedule 9(c)(iii); (B) the Seller or its Affiliates may provide Configuration Services and Fulfillment Services; and (C) pursuant to the Transition Services Agreement, T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be permitted to provide certain consulting services to the Seller from and after the Closing Date; provided, however, that except with respect to the first customer specifically identified on Schedule 9(c)(iii), the Seller shall not (1) use the Navio software in the Territory during the period specified in the Navio License Agreement; or (2) engage T▇▇▇▇▇ ▇▇▇▇▇ or M▇▇▇▇▇▇ ▇▇▇▇▇▇ to provide consulting services in the Territory in connection with the activities described in Sections 9(c)(iii)(A) and (B) above.

Non-Competition and Non-Solicitation. (i) Subject to the exceptions set forth 4.1 The Employee agrees and undertakes that she will not, for so long as this Agreement is in Section 9(c)(iii), the Seller agrees that, effect and for a period of 12 months after the Closing Date, the Seller and its Affiliates shall not, within North America one (1) year thereafter (the “TerritoryNon-Competition Period”): (A) Participate ), compete or engage in any business performing Data Center Servicesto assist others to compete, whether directly or indirectly, with the business of the Company, as an directorconducted prior to the date the Employee ceases to be employed by the Company. 4.2 The Employee further agrees and undertakes that during the Non-Competition Period, officer, owner, member, stockholder, partner, proprietor, joint venturer, employee, consultant, independent contractor, agent or otherwise; (B) Solicit (she will not directly or indirectly, for its own account, or for the account of others) orders for services or products of a kind or nature like or indirectly solicit any business which is similar to the Data Center Services performed Company’s business from individuals or entities that are customers, suppliers or contractors of the Company, any of its subsidiaries or affiliates, without the prior written consent of the CEO. 4.3 The Employee further agrees and undertakes that during the Non-Competition Period, without the prior written consent of the CEO, she will not offer to employ, in any way directly or indirectly solicit or seek to obtain or achieve the employment by any business or entity of, employ, any person employed by either the BusinessCompany, its subsidiaries, affiliates, or products sold by any successors or assigns thereof. 4.4 The Parties hereto agree that the Business, from any party that was a client or customer of the Business, or duration and area for which the Business was soliciting to be its client or customer, during the twelve (12) month period preceding the Closing Date; (C) Hire, or solicit for employment, any individual who within the twelve (12) month period prior to such employment or solicitation, was an employee of the Buyer or the Business, or induce or attempt to induce any employee of the Buyer or the Business to terminate his or her employment with the Buyer or the Business, provided that with respect to T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇, the restriction covenants set forth in this Section 9(c)(i)(C) will apply for a period of two years after 4 are to be effective are necessary to protect the Closing Date; (D) Urge any client or customer, or potential client or customer, legitimate interests of the Buyer or the Business to discontinue business, in whole or in part, or not to do business, with the Buyer or the Business. (ii) The Seller expressly acknowledges Company and agrees (A) that the restrictions set forth herein its development efforts and accordingly are reasonable, in terms of their geographical and temporal scope, duration, geographic area, and otherwise, (B) that the protections afforded to the Buyer hereunder are necessary to protect its legitimate business interests, and (C) that the agreement to observe such restrictions form a material part of the consideration for this Agreement. If any restriction set forth in this Section 9(c) is held by a court of competent jurisdiction to be unreasonable, unlawful or unenforceable with respect to one or more geographic areas, lines of business and/or months of duration, then the Seller agrees, and hereby submits, to the reduction and limitation of such restriction, and the Parties hereto do hereby expressly authorize any court of competent jurisdiction to enforce any such provision or portion thereof or to modify any such provision or portion thereof in order that any such provision or portion thereof shall be enforced by such court to the fullest extent permitted by Applicable Laws. Notwithstanding any of the foregoing, if any Applicable Law shall reduce the time period during which the Seller shall be prohibited from engaging in any competitive activity described in this Section 9(c), the period of time for which the Seller shall be prohibited from engaging in competitive activities pursuant to this Section 9(c) shall be the maximum time permitted by such Applicable Law. The Parties agree that irreparable damage would occur in In the event that any court determines that the time period and/or area are unreasonable and that such covenants are to that extent unenforceable, the Parties hereto agree that such covenants shall remain in full force and effect for the greatest period of time and in the provisions of this Section 9(c) were greatest geographical area that would not performed in accordance with their specific termsrender them unenforceable. Because In addition, the amount of damages Employee acknowledges and agrees that might be sustained by the Buyer resulting from or arising out of a breach of any provision of this Section 9(c) are uncertain Sections 3, 4 or 5 hereof, may cause irreparable harm to the Company, its subsidiaries, and/or affiliates and not ascertainable at this time, in that the event of a breach or violation of the terms or conditions of this Section 9(c), the Buyer Company shall be entitled to damages in specific performance of this Agreement or an injunction without proof of special damages, together with the amount of fifty percent (50%) of the Gross Margin received costs and reasonable attorney’s fees and disbursements incurred by the Seller Company in enforcing its rights under Sections 3, 4 or its Affiliates resulting from the breach or violation of this Section 9(c), provided 5. The Employee acknowledges that the maximum aggregate amount payable pursuant to this Section 9(c)(ii) shall be equal to the Purchase Price. (iii) Notwithstanding anything set forth in Section 9(c)(i) abovecompensation and benefits she receives hereunder are paid, the Buyer acknowledges and agrees that: (A) the Seller or its Affiliates mayinter alia, in the Territory, solicit orders as consideration for Data Center Services and products related thereto from, and provide Data Center Services and products related thereto to, those specific customers identified on Schedule 9(c)(iii); (B) the Seller or its Affiliates may provide Configuration Services and Fulfillment Services; and (C) pursuant to the Transition Services Agreement, T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be permitted to provide certain consulting services to the Seller from and after the Closing Date; provided, however, that except with respect to the first customer specifically identified on Schedule 9(c)(iii), the Seller shall not (1) use the Navio software in the Territory during the period specified in the Navio License Agreement; or (2) engage T▇▇▇▇▇ ▇▇▇▇▇ or M▇▇▇▇▇▇ ▇▇▇▇▇▇ to provide consulting services in the Territory in connection with the activities described her undertakings contained in Sections 9(c)(iii)(A) 3, 4 and (B) above5.

Non-Competition and Non-Solicitation. (a) Each of ADR and Germinario agree that, in consideration of the options granted pursuant to the Option Agreement, during the Non-Competition Period (as defined below), without the prior written consent of the Company, they shall not: (i) Subject to the exceptions set forth in Section 9(c)(iii)be a principal, the Seller agrees thatmanager, for a period of 12 months after the Closing Dateagent, the Seller and its Affiliates shall notconsultant officer, within North America (the “Territory”): (A) Participate director or engage in any business performing Data Center Servicesemployee of, whether or, directly or indirectly, as an directorown more than one (1%) percent of any class or series of equity securities in, officerany partnership, ownercorporation or other entity, memberexcept for Germinario's relationship with ADR, stockholderwhich, partnernow or at such time, proprietor, joint venturer, employee, consultant, independent contractor, agent or otherwise; (B) Solicit has material operations which are engaged in any business activity competitive (directly or indirectly, for its own account, or for ) with the account of others) orders for services or products of a kind or nature like or similar to the Data Center Services performed by the Business, or products sold by the Business, from any party that was a client or customer business of the BusinessCompany, or which the Business was soliciting to be its client or customer, during the twelve (12) month period preceding the Closing Date; (C) Hire, or solicit for employment, any individual who within the twelve (12) month period prior to such employment or solicitation, was an employee of the Buyer or the Business, or induce or attempt to induce any employee of the Buyer or the Business to terminate his or her employment with the Buyer or the Business, provided that with respect to T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇, the restriction in this Section 9(c)(i)(C) will apply for a period of two years after the Closing Date; (D) Urge any client or customer, or potential client or customer, of the Buyer or the Business to discontinue business, in whole or in part, or not to do business, with the Buyer or the Business. (ii) The Seller expressly acknowledges and agrees (A) that the restrictions set forth herein are reasonableon behalf of any competing entity, in terms of scopedirectly or indirectly, duration, geographic area, and otherwise, (B) that the protections afforded to the Buyer hereunder are necessary to protect its legitimate business interests, and (C) that the agreement to observe such restrictions form a material part have any dealings or contact with any suppliers or customers of the consideration for this Agreement. If any restriction set forth in this Section 9(c) is held by a court of competent jurisdiction to be unreasonable, unlawful or unenforceable with respect to one or more geographic areas, lines of business and/or months of duration, then the Seller agrees, and hereby submits, to the reduction and limitation of such restriction, and the Parties hereto do hereby expressly authorize any court of competent jurisdiction to enforce any such provision or portion thereof or to modify any such provision or portion thereof in order that any such provision or portion thereof shall be enforced by such court to the fullest extent permitted by Applicable Laws. Notwithstanding any of the foregoing, if any Applicable Law shall reduce the time period during which the Seller shall be prohibited from engaging in any competitive activity described in this Section 9(c), the period of time for which the Seller shall be prohibited from engaging in competitive activities pursuant to this Section 9(c) shall be the maximum time permitted by such Applicable Law. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Section 9(c) were not performed in accordance with their specific terms. Because the amount of damages that might be sustained by the Buyer resulting from or arising out of a breach of any provision of this Section 9(c) are uncertain and not ascertainable at this time, in the event of a breach or violation of the terms or conditions of this Section 9(c), the Buyer shall be entitled to damages in the amount of fifty percent (50%) of the Gross Margin received by the Seller or its Affiliates resulting from the breach or violation of this Section 9(c), provided that the maximum aggregate amount payable pursuant to this Section 9(c)(ii) shall be equal to the Purchase Price. (iii) Notwithstanding anything set forth in Section 9(c)(i) above, the Buyer acknowledges and agrees that: (A) the Seller or its Affiliates may, in the Territory, solicit orders for Data Center Services and products related thereto from, and provide Data Center Services and products related thereto to, those specific customers identified on Schedule 9(c)(iii); (B) the Seller or its Affiliates may provide Configuration Services and Fulfillment Services; and (C) pursuant to the Transition Services Agreement, T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be permitted to provide certain consulting services to the Seller from and after the Closing DateCompany; provided, however, that except nothing contained herein shall prohibit ADR from continuing relationships it had with respect suppliers or customers of the Company prior to the first customer specifically identified effective date of this Agreement so long as such relationships do not otherwise violate the provisions of this Agreement. (b) During the Non-Competition Period, each of ADR and Germinario agrees that, without the prior written consent of the Company (and other than on Schedule 9(c)(iiibehalf of the Company), they shall not, on his own behalf or on behalf of any person or entity, directly or indirectly hire or solicit the Seller shall not employment of any employee who has been employed by the Company at any time during the six (16) use months immediately preceding such date of hiring or solicitation. (c) ADR, Germinario and the Navio software Company agree that the covenants of noncompetition and non-solicitation are reasonable covenants under the circumstances, and further agree that if, in the Territory during opinion of any court of competent jurisdiction such covenants are not reasonable in any respect, such court shall have the period specified right, power and authority to excise or modify such provision or provisions of these covenants as the court determines are not reasonable and to enforce the remainder of these covenants as so amended. ADR and Germinario agree that any breach of the covenants contained in this Section 8 would irreparably injure the Navio License Agreement; Company. Accordingly, ADR and Germinario agree that the Company, in addition to pursuing any other remedies it may have in law or in equity, may obtain an injunction against ADR and Gerninario from any court having jurisdiction over the matter, restraining any further violation of this Section 8. (2d) engage T▇▇▇▇▇ ▇▇▇▇▇ or M▇▇▇▇▇▇ ▇▇▇▇▇▇ The provisions of this Section 8 shall extend for the Term and survive the termination of this Agreement for six months from the date of such termination (herein referred to provide consulting services in as the Territory in connection with the activities described in Sections 9(c)(iii)(A) and (B) above"Non-Competition Period").

Non-Competition and Non-Solicitation. (i) Subject to the exceptions set forth in Section 9(c)(iii), the Seller A. Each Owner agrees that, for a period of 12 months from and after the Closing Datefor so long as such Owner holds any Securities and for two years thereafter, such Owner will not, and will cause its Subsidiaries (other than the Seller Company and its Affiliates shall Subsidiaries) to not, within North America (the “Territory”): (A) Participate or engage in any business performing Data Center Services, whether directly or indirectly, own any interest in, manage, control, participate in (whether as an directorowner, operator, manager, consultant, officer, owner, member, stockholder, partner, proprietor, joint venturerdirector, employee, consultantinvestor, independent contractoragent, agent representative or otherwise;), consult with, render services for, or in any manner otherwise engage in, any business (other than that of the Company and its Subsidiaries) that manufactures and/or distributes bowling or amusement products of the type manufactured and/or distributed by the Company in any geographical area in which the Company or any of its Subsidiaries engages. Notwithstanding the foregoing, nothing herein shall prohibit (i) any Owner from owning any Securities, (ii) any Owner from being a passive owner of not more than 2% of the outstanding stock of any class that is publicly traded (so long as such Owner has no active participation in the business of such corporation), (iii) AMF Inc. or its Affiliates from owning and operating any billiards business, bowling center, or pro-shop in connection with their bowling centers business. B. Each Owner agrees that, from and after the Closing for so long as such Owner holds any Securities and for two years thereafter, such Owner will not, and will cause its Subsidiaries (Bother than the Company and its Subsidiaries) Solicit (to not, directly or indirectlyindirectly through another entity, for its own account, or for the account of others(i) orders for services or products of a kind or nature like or similar to the Data Center Services performed by the Business, or products sold by the Business, from any party that was a client or customer of the Business, or which the Business was soliciting to be its client or customer, during the twelve (12) month period preceding the Closing Date; (C) Hire, or solicit for employment, any individual who within the twelve (12) month period prior to such employment or solicitation, was an employee of the Buyer or the Business, or induce or attempt to induce any employee of the Buyer Company or any of its Subsidiaries to leave the Business to terminate his employ of the Company or her employment such Subsidiary, or in any way interfere with the Buyer relationship between the Company or any of its Subsidiaries and any employee thereof, (ii) hire any person who was an employee of the BusinessCompany or any of its Subsidiaries within 180 days prior to the time such employee was hired by such Owner or any of its Subsidiaries, (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee, lessor or other business relation of the Company or any of its Subsidiaries to cease doing business with the Company or such Subsidiary, or in any way interfere with the relationship between any such customer, supplier, licensee, licensor, franchisee or other business relation and the Company or any of its Subsidiaries (including, without limitation, making any negative statements or communications about the Company or any of its Subsidiaries), provided that with respect to T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇, the restriction nothing in this Section 9(c)(i)(Cclause (iii) will apply for a period of two years after shall prevent BCO or AMF UK from making any commercially reasonable communication with its subcontractors or from exercising its rights to terminate the Closing Date; (D) Urge any client or customer, or potential client or customer, of the Buyer Services Agreement or the Business Reverse Services Agreement, respectively, according to discontinue business, the terms of such agreements or (iv) directly or indirectly acquire or attempt to acquire an interest in whole any business which manufactures and/or distributes bowling or in part, amusement products and with which the Company or not any of its Subsidiaries has entertained discussions or has requested and received information relating to do business, with the Buyer acquisition of such business by the Company or the Businessany of its Subsidiaries. (ii) The Seller expressly C. Each Owner acknowledges and agrees (A) that the restrictions set forth herein are reasonable, in terms of scope, duration, geographic area, and otherwise, (B) that the protections afforded to the Buyer hereunder are necessary to protect its legitimate business interests, and (C) that the agreement to observe such restrictions form a material part of the consideration for this Agreement. If any restriction covenants set forth in this Section 9(c) is held 7 are reasonable with respect to period, geographical area and scope. Notwithstanding anything in this Section 7 to the contrary, if at any time, in any judicial proceeding, any of the restrictions stated in this Section 7 are found by a final order of a court of competent jurisdiction to be unreasonableunreasonable or otherwise unenforceable under circumstances then existing, unlawful each Owner agrees that the period, scope or unenforceable with respect to one or more geographic areasgeographical area, lines of business and/or months of durationas the case may be, then the Seller agrees, and hereby submits, shall be reduced to the reduction extent necessary to enable the court to enforce the restrictions to the extent such provisions are allowable under law, giving effect to the agreement and limitation intent of the Owners that the restrictions contained herein shall be effective to the fullest extent permissible. Each Owner acknowledges and agrees that money damages may not be an adequate remedy for any breach or threatened breach of the provisions of this Section 7 and that, in such restrictionevent, the Company or the other Owner or their respective successors or permitted assigns shall, in addition to any other rights and the Parties hereto do hereby expressly authorize remedies existing in their favor, be entitled to specific performance, injunctive and/or other relief from any court of competent jurisdiction in order to enforce or prevent any violations of the provisions of this Section 7 (including the extension of the non-competition and non-solicitation periods applicable to any Owner by a period equal to the length of court proceedings necessary to stop such provision or portion thereof or violation), provided that such Owner is found to modify any such provision or portion thereof have been in order that any such provision or portion thereof violation of the provisions of this Section 7. Any injunction shall be enforced by such court to available without the fullest extent permitted by Applicable Lawsposting of any bond or other security. Notwithstanding any of the foregoing, if any Applicable Law shall reduce the time period during which the Seller shall be prohibited from engaging in any competitive activity described in this Section 9(c), the period of time for which the Seller shall be prohibited from engaging in competitive activities pursuant to this Section 9(c) shall be the maximum time permitted by such Applicable Law. The Parties agree that irreparable damage would occur in In the event that of an alleged breach or violation by any Owner of any of the provisions of this Section 9(c) were 7, the non-competition and non-solicitation periods will be tolled for such Owner until such alleged breach or violation is resolved; provided that if such Owner is found to have not performed in accordance with their specific terms. Because violated the amount of damages that might be sustained by the Buyer resulting from or arising out of a breach of any provision provisions of this Section 9(c) 7, then the non-competition and non-solicitation periods will not be deemed to have been tolled. Each Owner agrees that the restrictions contained in this Section 7 are uncertain necessary to protect the goodwill of the Company’s business and not ascertainable at this time, the value of the other Owner’s investment in the event of a breach or violation of the terms or conditions of this Section 9(c), the Buyer shall be entitled to damages in the amount of fifty percent (50%) of the Gross Margin received by the Seller or its Affiliates resulting from the breach or violation of this Section 9(c), provided that the maximum aggregate amount payable pursuant to this Section 9(c)(ii) shall be equal to the Purchase PriceCompany. (iii) Notwithstanding anything set forth in Section 9(c)(i) above, the Buyer acknowledges and agrees that: (A) the Seller or its Affiliates may, in the Territory, solicit orders for Data Center Services and products related thereto from, and provide Data Center Services and products related thereto to, those specific customers identified on Schedule 9(c)(iii); (B) the Seller or its Affiliates may provide Configuration Services and Fulfillment Services; and (C) pursuant to the Transition Services Agreement, T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be permitted to provide certain consulting services to the Seller from and after the Closing Date; provided, however, that except with respect to the first customer specifically identified on Schedule 9(c)(iii), the Seller shall not (1) use the Navio software in the Territory during the period specified in the Navio License Agreement; or (2) engage T▇▇▇▇▇ ▇▇▇▇▇ or M▇▇▇▇▇▇ ▇▇▇▇▇▇ to provide consulting services in the Territory in connection with the activities described in Sections 9(c)(iii)(A) and (B) above.

Non-Competition and Non-Solicitation. (ia) Subject You understand and recognize that your services to the exceptions set forth in Section 9(c)(iii), the Seller agrees Company are special and unique and agree that, for a period upon commencement of 12 months after the Closing Dateyour employment as President and Chief Executive Officer on December 1, the Seller and its Affiliates shall not1999, within North America (the “Territory”): (A) Participate or engage in any business performing Data Center Servicesand, whether directly or indirectlyexcept as provided below, as an director, officer, owner, member, stockholder, partner, proprietor, joint venturer, employee, consultant, independent contractor, agent or otherwise; (B) Solicit (directly or indirectly, for its own account, or for the account of others) orders for services or products of a kind or nature like or similar to the Data Center Services performed by the Business, or products sold by the Business, from any party that was a client or customer of the Business, or which the Business was soliciting to be its client or customer, during the twelve (12) month period preceding the Closing Date; (C) Hire, or solicit for employment, any individual who within the twelve (12) month period prior to such employment or solicitation, was an employee of the Buyer or the Business, or induce or attempt to induce any employee of the Buyer or the Business to terminate his or her employment with the Buyer or the Business, provided that with respect to T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇, the restriction in this Section 9(c)(i)(C) will apply for a period of two years after the Closing Date; following any termination of your employment, you shall not in any manner directly or indirectly on behalf of yourself or any person, firm, partnership, joint venture, corporation or other business entity (D) Urge collectively, "Person"), solicit, enter into, engage in any client business which is or customerproposes to be competitive with a technology or service of, or potential client product manufactured or customerdistributed by, of the Buyer Company or the Business to discontinue business, in whole its subsidiaries or in partwhich the Company or any of its subsidiaries has intellectual property rights (except as provided below, "Conflicting Field"), either as an individual for your own account, or not to do businessas a partner, with the Buyer joint venturer, executive, agent, consultant, salesperson, officer, director or the Business. (ii) The Seller expressly acknowledges and agrees (A) that the restrictions set forth herein are reasonable, in terms of scope, duration, geographic area, and otherwise, (B) that the protections afforded to the Buyer hereunder are necessary to protect its legitimate business interests, and (C) that the agreement to observe such restrictions form a material part of the consideration for this Agreement. If any restriction set forth in this Section 9(c) is held by a court of competent jurisdiction to be unreasonable, unlawful or unenforceable with respect to one or more geographic areas, lines of business and/or months of duration, then the Seller agrees, and hereby submits, to the reduction and limitation shareholder of such restriction, and the Parties hereto do hereby expressly authorize any court of competent jurisdiction to enforce any such provision or portion thereof or to modify any such provision or portion thereof in order that any such provision or portion thereof shall be enforced by such court to the fullest extent permitted by Applicable Laws. Notwithstanding any of the foregoing, if any Applicable Law shall reduce the time period during which the Seller shall be prohibited from engaging in any competitive activity described in this Section 9(cPerson ("Competitor"), the period of time for which the Seller shall be prohibited from engaging in competitive activities pursuant to this Section 9(c) shall be the maximum time permitted by such Applicable Law. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Section 9(c) were not performed in accordance with their specific terms. Because the amount of damages that might be sustained by the Buyer resulting from or arising out of a breach of any provision of this Section 9(c) are uncertain and not ascertainable at this time, in the event of a breach or violation of the terms or conditions of this Section 9(c), the Buyer shall be entitled to damages in the amount of fifty percent (50%) of the Gross Margin received by the Seller or its Affiliates resulting from the breach or violation of this Section 9(c), provided that the maximum aggregate amount payable pursuant to this Section 9(c)(ii) shall be equal to the Purchase Price. (iii) Notwithstanding anything set forth in Section 9(c)(i) above, the Buyer acknowledges and agrees that: (A) the Seller or its Affiliates may, in the Territory, solicit orders for Data Center Services and products related thereto from, and provide Data Center Services and products related thereto to, those specific customers identified on Schedule 9(c)(iii); (B) the Seller or its Affiliates may provide Configuration Services and Fulfillment Services; and (C) pursuant to the Transition Services Agreement, T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be permitted to provide certain consulting services to the Seller from and after the Closing Date; provided, however, that except with respect (x) following any termination of your employment, Conflicting Field shall refer only to the first field of using antisense technology as therapy for cancer as its primary business and, subject to Section 1, nothing in this agreement shall be interpreted so as to prevent you from accepting employment with any Person which is or proposes to be competitive with a Conflicting Field so long as you work solely in a division of such Person (b) In further consideration of the payment by the Company to you of amounts that may hereafter be paid to you pursuant to this Agreement (including, without limitation, pursuant to Sections 3 and 11 hereof, and the Stock Option Agreement between you and the Company dated October 28, 1999 (the "Stock Option Agreement")), you agree that upon commencement of your employment as President and Chief Executive Officer, and for a period of two years thereafter or a period of two years subsequent to any termination hereunder, but subject to section 5(f), you shall not, without the prior written consent of the Company: (i) directly or indirectly take any action, or attempt to take any action, which is intended to, or could reasonably be foreseen by you to, induce a material breach of a contract or agreement known to you between the Company and any of its licensors, licensees, clients, customers, vendors, suppliers, agents, consultants, employees (whether or not such employees are "at will" employees) or other person or entity with which the Company has an agreement (each, a "Covered Party", collectively, "Covered Parties"); provided, however, that such action or attempted action could reasonably be expected to cause a material detriment to the Company; or (ii) directly or indirectly solicit or attempt to solicit any of the Covered Parties to terminate his, her or its relationship with the Company in material breach of a contract or agreement with the Company known to you; provided, however, that such action or attempted action is likely to cause a material detriment to the Company; or (iii) subject to subsection 5(f), directly or indirectly solicit or attempt to solicit any of the employees or consultants of the Company to become employees, agents, consultants, representatives or advisors of any other Person; or (iv) directly or indirectly persuade or seek to persuade any customer specifically of or supplier to the Company to cease to do business or to reduce the amount of business which any customer or supplier has done or contemplates doing with the Company, whether or not the relationship between the Company and such Person was originally established in whole or in part through your efforts, in material breach of a contract or agreement known to you between the Company and such customer or supplier; provided, however, that such action or attempted action could reasonably be expected to cause a material detriment to the Company. (c) Upon commencement of your employment as President and Chief Executive Officer, and for a period of two years following any termination of your employment, you agree that upon the earlier of you (a) negotiating with any Competitor concerning the possible employment of you by the Competitor, (b) receiving an offer of employment from a Competitor, or (c) becoming (d) You understand that the provisions of this Section 5 may limit your ability to earn a livelihood in a business similar to the business of the Company but nevertheless agree and hereby acknowledge that the consideration provided under this Agreement, including any compensation or benefits provided under Sections 3 and 11 hereof and the Stock Option Agreement, is sufficient to justify the restrictions contained in such provisions. In consideration thereof and in light of your education, skills and abilities, you agree that you will not assert in any forum that such provisions prevent you from earning a living or otherwise are void or unenforceable or should be held void or unenforceable. (e) Section 5(a) hereof shall not apply to any Conflicting Field that is identified on Schedule 9(c)(iii)Annex I to this Agreement. Annex I to this Agreement may hereafter be amended through a writing signed by you and the Company and approved by the Company's Board of Directors. (f) Nothing in subsection 5(b)(iii) shall be interpreted so as to prohibit you from accepting offers from persons employed by the Company to be employed by you or an entity with which you become associated, the Seller shall provided that such offers were not (1) use the Navio software in the Territory during the period specified in the Navio License Agreement; solicited, directly or (2) engage T▇▇▇▇▇ ▇▇▇▇▇ indirectly, or M▇▇▇▇▇▇ ▇▇▇▇▇▇ to provide consulting services in the Territory in connection with the activities described in Sections 9(c)(iii)(A) and (B) aboveotherwise encouraged by you.

Non-Competition and Non-Solicitation. (a) In consideration of the Buyers entering into this Agreement, HGHC and its Affiliates undertake that for one (1) year after the Closing Date it will not: (i) Subject to the exceptions set forth participate, assist or otherwise be directly or indirectly involved or concerned, financially or otherwise, as a member, shareholder, unit holder, director, consultant, adviser, contractor, principal, agent, manager, beneficiary, partner, associate, trustee, financier or otherwise (other than as a five percent (5%) or less shareholder, member, unitholder, beneficiary, partner or associate, in Section 9(c)(iii)each case, the Seller agrees that, for of a period of 12 months after the Closing Date, the Seller and its Affiliates shall not, within North America (the “Territory”): (Apublic company) Participate or engage in any business performing Data Center Servicesthat owns and/or operates one or more casinos in the State of Illinois, whether provided, that this Section 13.16(a)(i) shall not apply to any Person which acquires substantially all of the outstanding voting securities of HGHC or substantially all of the assets of HGHC and its subsidiaries; (ii) purchase, conduct or otherwise engage in, directly or indirectly, as an director, officer, owner, member, stockholder, partner, proprietor, joint venturer, employee, consultant, independent contractor, agent any billboard advertising within a ten (10) mile radius of the Joliet casino and any print advertising in any newspapers or otherwisesimilar print media publications based in Joliet; (Biii) Solicit solicit, canvass, induce or encourage directly or indirectly any employee of Joliet to leave the employment of Joliet (which shall not prohibit general advertising in newspaper or print media other than those which are based in Joliet); (iv) subject to the succeeding sentence, interfere or attempt to interfere, directly or indirectly, for its own account, or for with any relationship between Joliet and any customer of Joliet who is included on the account of others) orders for services or products of a kind or nature like or similar Joliet LSI Player Data Base delivered at Closing. Subject to the succeeding sentence, the Buyers acknowledge that HGHC and its Affiliates may engage in marketing to certain customers on the Joliet LSI Player Data Center Services performed by the Business, Base delivered at Closing who have also been rated or products sold by the Business, from carded play customers (including inactive players) of any party that was a client or customer of the Business, or which the Business was soliciting to be its client or customer, HGHC's other indirectly owned casinos during the period from the Closing Date and going back twelve (12) month period preceding months prior to the Closing Date; Date and such marketing activity with respect to such customers shall not be a violation of this Section 13.16; provided, that the Sellers have provided the Buyers with an accurate list of all customers of Joliet meeting the criteria described in Section 2.14. In no event shall HGHC and its Affiliates engage in direct or targeted marketing of or providing "comps" to customers on the Joliet LSI Player Data Base provided to the Buyers at the Closing who are not also rated or carded players (Cincluding inactive players) Hire, or solicit for employment, any individual who within of one of HGHC's other indirectly owned casinos during the period from the Closing Date and going back twelve (12) month period months prior to such employment or solicitation, was an employee of the Buyer or the Business, or induce or attempt to induce any employee of the Buyer or the Business to terminate his or her employment with the Buyer or the Business, provided that with respect to T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇, the restriction in this Section 9(c)(i)(C) will apply for a period of two years after the Closing Date; (D) Urge any client or customer, or potential client or customer, of the Buyer or the Business to discontinue business, in whole or in part, or not to do business, with the Buyer or the Business. (ii) The Seller expressly acknowledges and agrees (A) that the restrictions set forth herein are reasonable, in terms of scope, duration, geographic area, and otherwise, (B) that the protections afforded to the Buyer hereunder are necessary to protect its legitimate business interests, and (C) that the agreement to observe such restrictions form a material part of the consideration for this Agreement. If any restriction set forth in this Section 9(c) is held by a court of competent jurisdiction to be unreasonable, unlawful or unenforceable with respect to one or more geographic areas, lines of business and/or months of duration, then the Seller agrees, and hereby submits, to the reduction and limitation of such restriction, and the Parties hereto do hereby expressly authorize any court of competent jurisdiction to enforce any such provision or portion thereof or to modify any such provision or portion thereof in order that any such provision or portion thereof shall be enforced by such court to the fullest extent permitted by Applicable Laws. Notwithstanding any of the foregoing, if any Applicable Law shall reduce the time period during which the Seller shall be prohibited from engaging in any competitive activity described in this Section 9(c), the period of time for which the Seller shall be prohibited from engaging in competitive activities pursuant to this Section 9(c) shall be the maximum time permitted by such Applicable Law. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Section 9(c) were not performed in accordance with their specific terms. Because the amount of damages that might be sustained by the Buyer resulting from or arising out of a breach of any provision of this Section 9(c) are uncertain and not ascertainable at this time, in the event of a breach or violation of the terms or conditions of this Section 9(c), the Buyer shall be entitled to damages in the amount of fifty percent (50%) of the Gross Margin received by the Seller or its Affiliates resulting from the breach or violation of this Section 9(c), provided that the maximum aggregate amount payable pursuant to this Section 9(c)(ii) shall be equal to the Purchase Price. (iii) Notwithstanding anything set forth in Section 9(c)(i) above, the Buyer acknowledges and agrees that: (A) the Seller or its Affiliates may, in the Territory, solicit orders for Data Center Services and products related thereto from, and provide Data Center Services and products related thereto to, those specific customers identified on Schedule 9(c)(iii); (B) the Seller or its Affiliates may provide Configuration Services and Fulfillment Services; and (C) pursuant to the Transition Services Agreement, T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be permitted to provide certain consulting services to the Seller from and after the Closing Date; provided, howeverhowever that HGHC's other indirectly owned casinos may engage in direct or targeted marketing and the provision of "comps" to customers on the Joliet LSI Player Data Base provided at Closing if such customers visit one of such other indirectly owned casinos and meet the criteria for marketing and the provision of "comps" of such other indirectly owned casinos. (b) If any of the separate and independent covenants and restraints referred to in clause (a) of this Section 13.16 are or become invalid or unenforceable for any reason then that invalidity or unenforceability will not affect the validity or enforceability of any other separate and independent covenants and restraints. (c) If any prohibition or restriction contained in clause (a) of this Section 13.16 is judged to go beyond what is reasonable in the circumstances, but would be judged reasonable if that activity was deleted or that period or area was reduced, then the prohibitions or restrictions apply with that activity deleted or period or area reduced by the minimum amount necessary. (d) The Sellers acknowledge that: (i) the prohibitions and restrictions contained in clause (a) of this Section 13.16 are reasonable and necessary; and (ii) the Sellers have received valuable consideration for agreeing to the covenants in clause (a) of this Section 13.16. (e) The Sellers and the Buyers acknowledge and agree that it will be difficult to compute the amount of damage or loss to the Buyers if HGHC violated any of its agreements under this Section 13.16, that except with respect the Buyers will be without an adequate legal remedy if HGHC violated the provisions of this Section 13.16, and that any such violation may cause substantial irreparable injury and damage to the first customer specifically identified on Schedule 9(c)(iii)Buyers not fully compensable by monetary damages. Therefore, the Seller shall not (1) use Sellers and the Navio software Buyers agree that in the Territory during event of any violation by HGHC of this Section 13.16, the period specified Buyers shall be entitled (i) to recover from HGHC monetary damages, (ii) to obtain specific performance, injunctive or other equitable relief, of either a preliminary or permanent type, and (iii) to seek any other available rights or remedies at law or in the Navio License Agreement; or (2) engage T▇▇▇▇▇ ▇▇▇▇▇ or M▇▇▇▇▇▇ ▇▇▇▇▇▇ to provide consulting services in the Territory in connection equity which may be exercised concurrently with the activities described in Sections 9(c)(iii)(A) and (B) aboverights granted hereunder.

Non-Competition and Non-Solicitation. During the Non-Competition Period, Executive shall not directly or indirectly: a) Engage in any business or enterprise (iwhether as an owner, partner, officer, employee, executive, director, investor, lender, consultant, independent contractor or otherwise, except as the holder of not more than 1% of the combined voting power of the outstanding stock of a publicly held company) Subject to that is competitive with Teradyne (including but not limited to, any business or enterprise that develops, designs, produces, markets, sells or renders any product or service competitive with any product or service developed, produced, marketed, sold or rendered by Teradyne while Executive was employed by Teradyne); b) Either alone or in association with others, recruit, solicit, hire or engage as an independent contractor, any person who was employed by Teradyne at any time during the exceptions set forth in Section 9(c)(iii)period of Executive’s employment with Teradyne, the Seller agrees that, except for an individual whose employment with Teradyne has been terminated for a period of 12 six months after the Closing Dateor longer; or c) Either alone or in association with others, solicit, divert or take away, or attempt to divert or to take away, the Seller and its Affiliates shall not, within North America (the “Territory”): (A) Participate business or engage in patronage of any business performing Data Center Services, whether directly client or indirectly, as an director, officer, owner, member, stockholder, partner, proprietor, joint venturer, employee, consultant, independent contractor, agent customer or otherwise; (B) Solicit (directly or indirectly, for its own account, or for the account of others) orders for services or products of a kind or nature like or similar to the Data Center Services performed by the Business, or products sold by the Business, from any party entity that was a prospective client or customer of the Business, or which the Business was soliciting to be its client or customer, Teradyne during the twelve (12) month period preceding the Closing Date; (C) Hire, or solicit for Executive’s employment, any individual who within the twelve (12) month period prior to such employment or solicitation, was an employee of the Buyer or the Business, or induce or attempt to induce any employee of the Buyer or the Business to terminate his or her employment with the Buyer or the Business, provided that with respect to T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇, the restriction in this Section 9(c)(i)(C) will apply for a period of two years after the Closing Date; (D) Urge any client or customer, or potential client or customer, of the Buyer or the Business to discontinue business, in whole or in part, or not to do business, with the Buyer or the Business. (ii) The Seller expressly acknowledges and agrees (A) that the restrictions set forth herein are reasonable, in terms of scope, duration, geographic area, and otherwise, (B) that the protections afforded to the Buyer hereunder are necessary to protect its legitimate business interests, and (C) that the agreement to observe such restrictions form a material part of the consideration for this Agreement. If any restriction set forth in this Section 9(c) 3 is held found by a any court of competent jurisdiction to be unreasonableunenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, unlawful or unenforceable with respect to one or more geographic areas, lines of business and/or months of duration, then the Seller agrees, and hereby submits, to the reduction and limitation of such restriction, and the Parties hereto do hereby expressly authorize any court of competent jurisdiction to enforce any such provision or portion thereof or to modify any such provision or portion thereof in order parties agree that any such provision or portion thereof it shall be enforced by such court interpreted to extend only over the fullest extent permitted by Applicable Lawsmaximum period of time, range of activities or geographic area as to which it may be enforceable. Notwithstanding any of Executive acknowledges that the foregoing, if any Applicable Law shall reduce the time period during which the Seller shall be prohibited from engaging in any competitive activity described restrictions contained in this Section 9(c), 3 are necessary for the period protection of time the business and goodwill of Teradyne and are considered by Executive to be reasonable for which the Seller shall be prohibited from engaging in competitive activities pursuant to such purpose. Executive agrees that any breach of this Section 9(c) shall be the maximum time permitted by such Applicable Law. The Parties agree that 3 will cause Teradyne irreparable damage would occur harm and therefore, in the event of any such breach, in addition to such other remedies that may be available, Teradyne shall have the right to seek equitable and/or injunctive relief. The geographic scope of this Section 3 shall extend to anywhere Teradyne or any of its subsidiaries is doing business, has done business or has plans to do business as of the Retirement Date. Executive agrees that during the Non-Competition Period, he will make reasonable good faith efforts to give written notice to Teradyne of each new business activity he plans to undertake, at least (5) business days prior to beginning any such activity. If Executive violates the provisions of this Section 9(c) were not performed in accordance with their specific terms. Because the amount of damages that might be sustained by the Buyer resulting from or arising out of a breach of any provision of this Section 9(c) are uncertain and not ascertainable at this time3, in the event of a breach or violation of the terms or conditions of this Section 9(c), the Buyer Teradyne shall be entitled to damages in the amount of fifty percent (50%) of the Gross Margin received discontinue any continued vesting per Section 1 above and Executive shall continue to be bound by the Seller or its Affiliates resulting from the breach or violation of restrictions set forth in this Section 9(c), provided that the maximum aggregate amount payable pursuant to this Section 9(c)(ii) shall be 3 for an additional period of time equal to the Purchase Priceduration of the violation, such additional period not to exceed 24 months. (iii) Notwithstanding anything set forth in Section 9(c)(i) above, the Buyer acknowledges and agrees that: (A) the Seller or its Affiliates may, in the Territory, solicit orders for Data Center Services and products related thereto from, and provide Data Center Services and products related thereto to, those specific customers identified on Schedule 9(c)(iii); (B) the Seller or its Affiliates may provide Configuration Services and Fulfillment Services; and (C) pursuant to the Transition Services Agreement, T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be permitted to provide certain consulting services to the Seller from and after the Closing Date; provided, however, that except with respect to the first customer specifically identified on Schedule 9(c)(iii), the Seller shall not (1) use the Navio software in the Territory during the period specified in the Navio License Agreement; or (2) engage T▇▇▇▇▇ ▇▇▇▇▇ or M▇▇▇▇▇▇ ▇▇▇▇▇▇ to provide consulting services in the Territory in connection with the activities described in Sections 9(c)(iii)(A) and (B) above.

Non-Competition and Non-Solicitation. (i) Subject to the exceptions set forth 4.1. The Employee agrees and undertakes that he will not, for so long as this Agreement is in Section 9(c)(iii), the Seller agrees that, effect and for a period of 12 months after the Closing Date, the Seller and its Affiliates shall not, within North America one (1) year thereafter (the “Territory”):"Non-Competition Period"), directly compete or to assist others to directly compete with the business of the Company, -------------------------------------------------------------------------------- Protalix EMPLOYMENT AGREEMENT Version: -------------------------------------------------------------------------------- Ltd. Page: 6 of: 11 -------------------------------------------------------------------------------- as currently conducted and as conducted and/or proposed to be conducted during the Non-Competition Period. (A) Participate or engage in 4.2. The Employee further agrees and undertakes that during the Non-Competition Period, he will not directly solicit any business performing Data Center Services, whether directly or indirectly, as an director, officer, owner, member, stockholder, partner, proprietor, joint venturer, employee, consultant, independent contractor, agent or otherwise; (B) Solicit (directly or indirectly, for its own account, or for the account of others) orders for services or products of a kind or nature like or which is similar to the Data Center Services performed by Company's business from individuals or entities that are customers, suppliers or contractors of the BusinessCompany, any of its subsidiaries, affiliates or parent company during the Non-Competition Period, without the prior written consent of the CEO. 4.3. The Employee further agrees and undertakes that during the Non-Competition Period, without the prior written consent of the CEO, he will not employ, offer to employ, or products sold in any way directly or indirectly solicit or seek to obtain or achieve the employment by any business or entity of any person employed by either the BusinessCompany, from its subsidiaries, affiliates, parent company or any party successors or assigns thereof during the Non-Competition Period. 4.4. The Parties hereto agree that was a client or customer of the Business, or duration and area for which the Business was soliciting to be its client or customer, during the twelve (12) month period preceding the Closing Date; (C) Hire, or solicit for employment, any individual who within the twelve (12) month period prior to such employment or solicitation, was an employee of the Buyer or the Business, or induce or attempt to induce any employee of the Buyer or the Business to terminate his or her employment with the Buyer or the Business, provided that with respect to T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇, the restriction covenants set forth in this Section 9(c)(i)(C) will apply for a period of two years after 4 are to be effective are necessary to protect the Closing Date; (D) Urge any client or customer, or potential client or customer, legitimate interests of the Buyer or the Business to discontinue business, in whole or in part, or not to do business, with the Buyer or the Business. (ii) The Seller expressly acknowledges Company and agrees (A) that the restrictions set forth herein its development efforts and accordingly are reasonable, in terms of their geographical and temporal scope, duration, geographic area, and otherwise, (B) that the protections afforded to the Buyer hereunder are necessary to protect its legitimate business interests, and (C) that the agreement to observe such restrictions form a material part of the consideration for this Agreement. If any restriction set forth in this Section 9(c) is held by a court of competent jurisdiction to be unreasonable, unlawful or unenforceable with respect to one or more geographic areas, lines of business and/or months of duration, then the Seller agrees, and hereby submits, to the reduction and limitation of such restriction, and the Parties hereto do hereby expressly authorize any court of competent jurisdiction to enforce any such provision or portion thereof or to modify any such provision or portion thereof in order that any such provision or portion thereof shall be enforced by such court to the fullest extent permitted by Applicable Laws. Notwithstanding any of the foregoing, if any Applicable Law shall reduce the time period during which the Seller shall be prohibited from engaging in any competitive activity described in this Section 9(c), the period of time for which the Seller shall be prohibited from engaging in competitive activities pursuant to this Section 9(c) shall be the maximum time permitted by such Applicable Law. The Parties agree that irreparable damage would occur in In the event that any court determines that the time period and/or area are unreasonable and that such covenants are to that extent unenforceable, the Parties hereto agree that such covenants shall remain in full force and effect for the greatest period of time and in the provisions of this Section 9(c) were greatest geographical area that would not performed in accordance with their specific termsrender them unenforceable. Because In addition, the amount of damages Employee acknowledges and agrees that might be sustained by the Buyer resulting from or arising out of a breach of any provision of this Section 9(c) are uncertain Sections 3, 4 or 5 hereof, shall cause irreparable harm to the Company, its subsidiaries, affiliates and/or parent company and not ascertainable at this time, in that the event of a breach or violation of the terms or conditions of this Section 9(c), the Buyer Company shall be entitled to damages in specific performance of this Agreement or an injunction without proof of special damages, together with the amount of fifty percent (50%) of the Gross Margin received costs and reasonable attorney's fees and disbursements incurred by the Seller Company in enforcing its rights under Sections 3, 4 or its Affiliates resulting from the breach or violation of this Section 9(c), provided 5. The Employee acknowledges that the maximum aggregate amount payable pursuant to this Section 9(c)(ii) shall be equal to the Purchase Price. (iii) Notwithstanding anything set forth in Section 9(c)(i) abovecompensation and benefits he receives hereunder are paid, the Buyer acknowledges and agrees that: (A) the Seller or its Affiliates mayinter alia, in the Territory, solicit orders as consideration for Data Center Services and products related thereto from, and provide Data Center Services and products related thereto to, those specific customers identified on Schedule 9(c)(iii); (B) the Seller or its Affiliates may provide Configuration Services and Fulfillment Services; and (C) pursuant to the Transition Services Agreement, T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be permitted to provide certain consulting services to the Seller from and after the Closing Date; provided, however, that except with respect to the first customer specifically identified on Schedule 9(c)(iii), the Seller shall not (1) use the Navio software in the Territory during the period specified in the Navio License Agreement; or (2) engage T▇▇▇▇▇ ▇▇▇▇▇ or M▇▇▇▇▇▇ ▇▇▇▇▇▇ to provide consulting services in the Territory in connection with the activities described his undertakings contained in Sections 9(c)(iii)(A) 3, 4 and (B) above5.

Non-Competition and Non-Solicitation. (ia) Subject to the exceptions set forth in Section 9(c)(iii), the Seller Executive agrees that, for a period of 12 months after the Closing Date, the Seller and its Affiliates shall not, within North America (the “Territory”): (A) Participate or engage in any business performing Data Center Services, whether directly or indirectly, as an director, officer, owner, member, stockholder, partner, proprietor, joint venturer, employee, consultant, independent contractor, agent or otherwise; (B) Solicit (directly or indirectly, for its own account, or for the account of others) orders for services or products of a kind or nature like or similar to the Data Center Services performed by the Business, or products sold by the Business, from any party that was a client or customer of the Business, or which the Business was soliciting to be its client or customer, during the twelve (12) month period preceding the Closing Date; (C) Hire, or solicit for employment, any individual who within the twelve (12) month period prior to such employment or solicitation, was an employee term of the Buyer or the Business, or induce or attempt to induce any employee of the Buyer or the Business to terminate his or his/her employment with the Buyer Company and, if Executive receives the Severance Payment (as defined below), until the first anniversary of the Termination Date (as defined below), he/she will not in any capacity directly or indirectly engage in, assist others to engage in or own a material interest in any business or activity that is, or is preparing to be, in competition with the Business, provided that Company with respect to T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇any product or service sold or service provided by the Company up to the time of termination of employment in any geographical area in which at the time of termination of employment such product or service is sold or actively is engaged in. For the purposes of this Agreement, the restriction terms “Severance Payment” and “Termination Date” shall have the meanings assigned to them in this the Executive Agreement (as defined in Section 9(c)(i)(C) will apply for a period of two years after the Closing Date; (D) Urge any client or customer, or potential client or customer, of the Buyer or the Business to discontinue business, in whole or in part, or not to do business, with the Buyer or the Business6 below). (iib) The Seller expressly Executive further agrees that during the period stated above, he/she will not directly or indirectly call on, reveal the name of, or otherwise solicit, accept business from or attempt to entice away from the Company any actual or identified potential customer of the Company, nor will he/she assist others in doing so. Executive further agrees that he/she will not, during the period stated above, encourage or solicit any other employee or consultant of the Company to leave such employment for any reason, nor will he/she assist others to do so. (c) Executive acknowledges and agrees (A) that the restrictions set forth herein are reasonable, covenants in terms of scope, duration, geographic area, and otherwise, (B) that the protections afforded to the Buyer hereunder this section are necessary and reasonable to protect the Company in the conduct of its legitimate business interestsand that compliance with such covenants will not prevent him/her from pursuing his/her livelihood. However, and (C) that the agreement to observe such restrictions form a material part of the consideration for this Agreement. If any restriction set forth in this Section 9(c) is held by a court of competent jurisdiction to be unreasonable, unlawful or unenforceable with respect to one or more geographic areas, lines of business and/or months of duration, then the Seller agrees, and hereby submits, to the reduction and limitation of such restriction, and the Parties hereto do hereby expressly authorize should any court of competent jurisdiction to enforce any such provision or portion thereof or to modify any such provision or portion thereof in order find that any such provision or portion thereof shall be enforced by such court to the fullest extent permitted by Applicable Laws. Notwithstanding any of the foregoing, if any Applicable Law shall reduce the time period during which the Seller shall be prohibited from engaging in any competitive activity described in this Section 9(c), the period of time for which the Seller shall be prohibited from engaging in competitive activities pursuant to this Section 9(c) shall be the maximum time permitted by such Applicable Law. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Section 9(c) were not performed in accordance with their specific terms. Because the amount of damages that might be sustained by the Buyer resulting from or arising out of a breach of any provision of this Section 9(c) are uncertain and not ascertainable at this such covenants is unreasonable, invalid or unenforceable, whether in period of time, geographical area, or otherwise, then in that event the event of a breach or violation of the terms or conditions of this Section 9(c), the Buyer parties hereby agree that such covenants shall be entitled interpreted and enforced to damages in the amount of fifty percent (50%) of the Gross Margin received by the Seller or its Affiliates resulting from the breach or violation of this Section 9(c), provided that the maximum aggregate amount payable pursuant to this Section 9(c)(ii) shall be equal to extent which the Purchase Pricecourt deems reasonable. (iii) Notwithstanding anything set forth in Section 9(c)(i) above, the Buyer acknowledges and agrees that: (A) the Seller or its Affiliates may, in the Territory, solicit orders for Data Center Services and products related thereto from, and provide Data Center Services and products related thereto to, those specific customers identified on Schedule 9(c)(iii); (B) the Seller or its Affiliates may provide Configuration Services and Fulfillment Services; and (C) pursuant to the Transition Services Agreement, T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be permitted to provide certain consulting services to the Seller from and after the Closing Date; provided, however, that except with respect to the first customer specifically identified on Schedule 9(c)(iii), the Seller shall not (1) use the Navio software in the Territory during the period specified in the Navio License Agreement; or (2) engage T▇▇▇▇▇ ▇▇▇▇▇ or M▇▇▇▇▇▇ ▇▇▇▇▇▇ to provide consulting services in the Territory in connection with the activities described in Sections 9(c)(iii)(A) and (B) above.

Non-Competition and Non-Solicitation. 2.1 During his employment the Employee will not, without obtaining the prior approval of the board of directors of the Company, be directly or indirectly engaged or concerned in the conduct of any other business or have any financial interest in any other business which, in the reasonable opinion of the board of directors of the Company, is an organisation: (ia) Subject which competes or may compete with the business of the Company or the Group; or (b) an association with which could jeopardize the reputation of the Company or the Group; or (c) an engagement with which would adversely affect the Employee's ability to perform his duties fully and properly under this Agreement, provided that this shall not prohibit the exceptions set forth in Section 9(c)(iii), holding (directly or through nominees) of investments listed on any recognised stock exchange as long as not more than five per cent. (5%) of the Seller agrees thatissued shares or stock of any class of any company shall be so held without the prior sanction of the board of directors of the Company. 2.2 The Employee will not, for a period of 12 [twelve (12)] months after the Closing Datetermination of his employment with the Company (howsoever caused), either personally or through an agent, carry on or be interested or engaged in (other than as a holder of not more than five per cent (5%) of the Seller and its Affiliates shall notissued shares or debentures of any company listed on any recognised stock exchange), within North America or be concerned directly or indirectly in any Employee, technical, advisory or other capacity in, any business concern (of whatever kind) which is in direct competition with the “Territory”): (A) Participate business of any member of the Group. However, this restriction will not restrain the Employee from being engaged or engage concerned in any business performing Data Center Services, whether directly concern insofar as the Employee's duties or indirectly, as an director, officer, owner, member, stockholder, partner, proprietor, joint venturer, employee, consultant, independent contractor, agent or otherwise;work will relate solely to: (Ba) Solicit geographical areas outside Hong Kong where the Group have not transacted any business; or (directly or indirectly, for its own account, or for the account of othersb) orders for services or products activities of a kind or nature like or similar with which the Employee was not concerned to the Data Center Services performed by the Business, or products sold by the Business, from any party that was a client or customer material extent in respect of the Business, or which Group during his employment with the Business was soliciting to be its client or customer, during the Company. 2.3 The Employee undertakes that he will not within a period of [twelve (12) month period preceding months] after the Closing Date;termination of his employment with the Company (howsoever caused), within Hong Kong, or in any other country where the Group has transacted business, either personally or through an agent, directly or indirectly: (Ca) Hiresolicit or endeavour to entice away from the Group: (i) any person, firm, company or solicit for employment, any individual who other organisation which within the [twelve (12) month period )] months prior to or at the date of such employment termination was a customer or solicitation, was an employee of the Buyer or the Businessclient of, or induce or attempt to induce any employee in the habit of the Buyer or the Business to terminate his or her employment dealing with the Buyer Group and with whom the Employee had contact or about whom he became aware or informed of in the Business, provided that with respect to T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇, the restriction in this Section 9(c)(i)(C) will apply for a period course of two years after the Closing Date; (D) Urge any client or customer, or potential client or customer, of the Buyer or the Business to discontinue business, in whole or in part, or not to do business, with the Buyer or the Business.his employment; or (ii) The Seller expressly acknowledges and agrees (A) that any other person, firm, company or other organisation with whom the restrictions set forth herein are reasonableEmployee had regular, in terms substantial or a series of scope, duration, geographic area, and otherwise, (B) that the protections afforded to the Buyer hereunder are necessary to protect its legitimate business interests, and (C) that the agreement to observe such restrictions form a material part dealings on behalf of the consideration for this Agreement. If any restriction set forth in this Section 9(c) is held by a court of competent jurisdiction to be unreasonable, unlawful or unenforceable with respect to one or more geographic areas, lines of business and/or months of duration, then the Seller agrees, and hereby submits, to the reduction and limitation of such restriction, and the Parties hereto do hereby expressly authorize any court of competent jurisdiction to enforce any such provision or portion thereof or to modify any such provision or portion thereof in order that any such provision or portion thereof shall be enforced by such court to the fullest extent permitted by Applicable Laws. Notwithstanding any of the foregoing, if any Applicable Law shall reduce the time period during which the Seller shall be prohibited from engaging in any competitive activity described in this Section 9(c), the period of time for which the Seller shall be prohibited from engaging in competitive activities pursuant to this Section 9(c) shall be the maximum time permitted by such Applicable Law. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Section 9(c) were not performed in accordance with their specific terms. Because the amount of damages that might be sustained by the Buyer resulting from or arising out of a breach of any provision of this Section 9(c) are uncertain and not ascertainable at this time, in the event of a breach or violation of the terms or conditions of this Section 9(c), the Buyer shall be entitled to damages in the amount of fifty percent (50%) of the Gross Margin received by the Seller or its Affiliates resulting from the breach or violation of this Section 9(c), provided that the maximum aggregate amount payable pursuant to this Section 9(c)(ii) shall be equal to the Purchase Price.Group; or (iii) Notwithstanding anything set forth in Section 9(c)(i) aboveany employee, director, adviser or consultant of any member of the Buyer acknowledges and agrees that: (A) the Seller or its Affiliates may, in the Territory, solicit orders for Data Center Services and products related thereto from, and provide Data Center Services and products related thereto to, those specific customers identified on Schedule 9(c)(iii); (B) the Seller or its Affiliates may provide Configuration Services and Fulfillment ServicesGroup; and (Cb) pursuant to the Transition Services Agreement, T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be permitted to provide certain consulting services to the Seller from and after the Closing Date; provided, however, that except with respect to the first customer specifically identified on Schedule 9(c)(iii), the Seller shall not (1) employ or otherwise engage or use the Navio software services of any person who is an employee, adviser, consultant of or under a contract of services with any member of the Group. 2.4 While the restrictions contained in this Agreement are considered by the Territory during parties to be reasonable in all the circumstances, it is agreed that if such restrictions as a whole are adjudged to go beyond what is reasonable for the protection of the confidential information and other legitimate investment interests of the Company, and to be unenforceable, but would be adjudged reasonable and enforceable if any part of the wording thereof were deleted or the period specified thereof reduced or the range of activities or area reduced in the Navio License Agreement; or (2) engage T▇▇▇▇▇ ▇▇▇▇▇ or M▇▇▇▇▇▇ ▇▇▇▇▇▇ scope, then such restrictions will apply with such modifications as may be necessary to provide consulting services in the Territory in connection with the activities described in Sections 9(c)(iii)(A) make it valid and (B) aboveeffective.

Non-Competition and Non-Solicitation. (a) For the period beginning on the Closing Date and ending on the fourth anniversary of the Closing Date (the “Restricted Period”), the Sellers shall not, and shall not permit their Subsidiaries to, manufacture, market, sell, install or service automatic doors in the United States, Canada or any other country in which any Non-US Seller conducts the Business (each such activity in the relevant territories, a “Restricted Business”); provided, however, that the foregoing shall not restrict a Seller or any of its Affiliates from: (i) Subject to the exceptions set forth in Section 9(c)(iii), the Seller agrees that, for a period of 12 months after the Closing Date, the Seller and its Affiliates shall not, within North America (the “Territory”): (A) Participate owning and operating the Excluded Assets and (B) engaging in, owning any interest in, or engage controlling, managing or operating any Person engaging in, any business operated by the Sellers as of the date hereof that is not the Business, including the Excluded Business; (ii) engaging in any transaction, including any acquisition, and, pursuant to such acquisition, continuing to hold or own any business performing Data Center Servicesor Person engaged in any Restricted Business if such Restricted Business accounts for less than 15% of the consolidated annual revenues of the acquired business or acquired Person(s), whether taken as a whole, globally in the year prior to such acquisition; (iii) acquiring and/or owning, directly or indirectly, as an directorinterest of no greater than 15% of the outstanding equity securities in, officerand thereafter participating in the business of, owner, member, stockholder, partner, proprietor, joint venturer, employee, consultant, independent contractor, agent any Person to the extent such equity securities or otherwise; (B) Solicit (directly or indirectly, for its own accountaggregate ownership do not give Sellers and their Subsidiaries the right to designate a majority, or for such higher amount constituting a controlling number, of the account members of others) orders for services or products the board of a kind or nature like directors (or similar to the Data Center Services performed governing body) of such Person; provided that such investment is undertaken by the Business, or products sold by the Business, from any party that was a client or customer of the Business, or which the Business was soliciting to be its client or customer, during the twelve (12) month period preceding the Closing Date; (C) Hire, or solicit for employment, any individual who within the twelve (12) month period prior to such employment or solicitation, was an employee of the Buyer or the Business, or induce or attempt to induce any employee of the Buyer or the Business to terminate his or her employment with the Buyer or the Business, provided that with respect to T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇, the restriction in this Section 9(c)(i)(C) will apply for a period of two years after the Closing DateVentures group; (Div) Urge investing in any client fund in which a Seller and/or its Subsidiaries have no discretion with respect to the investment strategy of such fund; or (v) exercising its rights or customercomplying with its obligations under this Agreement or any of the Ancillary Agreements. (b) Notwithstanding the foregoing, in the event any Seller or any of its Subsidiaries acquires, merges with or enters into a joint venture or other business combination or transaction with any business or Person, the acquisition of which, or potential client combination with, such business or customerPerson following such acquisition or combination, would violate this Section 6.12 (but for this sentence), such Seller and its Subsidiaries shall not be in violation of this Section 6.12 if within one year of the Buyer consummation of such transaction, such Seller or the Business such Subsidiaries divest or enter into a definitive agreement to discontinue business, divest (in whole or in part) the Restricted Business with the result that the Restricted Business would account for less than 15% of the consolidated annual revenues of such acquired business or acquired Person(s), taken as a whole, following such divestment. For the avoidance of doubt and subject to the immediately preceding sentence, nothing in this Section 6.12 shall, or not shall be construed to, limit or prohibit the ability of the Sellers or any of their respective Subsidiaries to do businessconsummate any acquisition, with merger, business combination, joint venture or similar transaction anywhere in the Buyer or the Businessworld. (c) During the Restricted Period, Sellers shall not, and each Seller shall cause each of its Subsidiaries not to, directly or indirectly, actually or attempt to hire, solicit or assist in the solicitation of any individual who on the Closing Date is an employee of the Business with a title of “director” or “senior manager” (or equivalent role) or higher or such individual is a service and installation technician, unless such individual (i) is no longer (and has not for the prior three months been) in the employ of the Business, (ii) The approaches a Seller expressly or its Subsidiaries on an unsolicited basis or (iii) is contacted or solicited through general non-targeted solicitation or advertisement in a newspaper, online or through an employment agency. (d) Each of the parties understands and acknowledges that immaterial, de minimis or inadvertent violations of this Section 6.12 by a Seller or its Subsidiaries shall not be deemed a breach of this Section 6.12. (e) Notwithstanding the foregoing, this Section 6.12 shall not restrain or prohibit any activities, actions or conduct of any Person that is not an Affiliate of a Seller. (f) Each Seller hereby agrees and agrees (A) acknowledges that the restrictions set forth herein non-compete obligations and the non-solicitation obligations under this Section 6.12 are reasonable, in terms of scope, duration, geographic area, reasonable and otherwise, (B) that the protections afforded equitable as to the Buyer hereunder are necessary to protect its legitimate business interests, and (C) that the agreement to observe such restrictions form a material part of the consideration for this Agreement. If any restriction set forth in this Section 9(c) is held by a court of competent jurisdiction to be unreasonable, unlawful or unenforceable with respect to one or more geographic areas, lines of business and/or months of duration, then the Seller agrees, and hereby submits, to the reduction and limitation of such restrictionsubject matter, and the Parties hereto do hereby expressly authorize any court of competent jurisdiction to enforce any such provision or portion thereof or to modify any such provision or portion thereof in order that any such provision or portion thereof shall be enforced rights and benefits held by such court to the fullest extent permitted by Applicable Laws. Notwithstanding any Sellers under this Agreement are adequate for the restrictions contained therein, and the sufficiency of the foregoing, if any Applicable Law shall reduce same is acknowledged by the time period during which the Seller shall be prohibited from engaging in any competitive activity described in this Section 9(c)Sellers. Further, the period of time for which the Seller shall be prohibited from engaging in competitive activities pursuant to this Section 9(c) shall be the maximum time permitted by such Applicable Law. The Parties agree Sellers acknowledge that irreparable damage would occur in the event that any of the provisions a violation of this Section 9(c) were not performed in accordance with their specific terms. Because 6.12 may cause the amount of damages that might be sustained by Company, the Business, the Buyer resulting from or arising out of a breach of any provision of this Section 9(c) are uncertain and their respective Affiliates irreparable harm which may not ascertainable at this time, be adequately compensated by money damages. The Sellers therefore agree that in the event of a breach any actual or threatened violation of the terms or conditions of this Section 9(c)6.12, the Buyer shall be entitled entitled, in addition to damages in the amount of fifty percent (50%) of the Gross Margin received by the other remedies that it may have, to a temporary restraining order and to preliminary and final injunctive relief against a Seller or its Affiliates resulting from the breach or violation such Affiliate of a Seller to prevent any violations of this Section 9(c), provided that the maximum aggregate amount payable pursuant to this Section 9(c)(ii) shall be equal to the Purchase Price6.12. (iii) Notwithstanding anything set forth in Section 9(c)(i) above, the Buyer acknowledges and agrees that: (A) the Seller or its Affiliates may, in the Territory, solicit orders for Data Center Services and products related thereto from, and provide Data Center Services and products related thereto to, those specific customers identified on Schedule 9(c)(iii); (B) the Seller or its Affiliates may provide Configuration Services and Fulfillment Services; and (C) pursuant to the Transition Services Agreement, T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be permitted to provide certain consulting services to the Seller from and after the Closing Date; provided, however, that except with respect to the first customer specifically identified on Schedule 9(c)(iii), the Seller shall not (1) use the Navio software in the Territory during the period specified in the Navio License Agreement; or (2) engage T▇▇▇▇▇ ▇▇▇▇▇ or M▇▇▇▇▇▇ ▇▇▇▇▇▇ to provide consulting services in the Territory in connection with the activities described in Sections 9(c)(iii)(A) and (B) above.

Non-Competition and Non-Solicitation. As further consideration for the purchase and sale of the Purchased Assets and the other transactions contemplated by this Agreement: (a) For a period ending on the three (3) year anniversary of the Closing Date (the “Restriction Period”), neither Seller nor Parent shall, and each shall require their respective Affiliates not to, directly or indirectly, (i) Subject develop, market, manufacture or sell any goods or services that compete with Buyer in the Business or (ii) engage in any business competitive to the exceptions Business; provided, however, the Parties agree that Seller and Parent and their respective Affiliates may engage in selling or reselling dichroic coatings on flexible film substrates for theatrical lighting and those certain other activities set forth on Section 10.1 of the Seller Disclosure Schedule, which will not be in violation of the covenants set forth in Section 9(c)(iiithis Section; and (b) Seller and Parent also agree during the Restriction Period, not to, directly or indirectly: (i) employ or hire any person who is a Designated Employee or is, as of the Closing Date, or becomes thereafter, an employee of Buyer and any of its Affiliates (each such individual, a “Restricted Person”), provided, however, neither Seller nor Parent shall be precluded from hiring any Restricted Person who responds to any public advertisement placed by Seller or Parent or who otherwise contacts Seller or Parent on his or her own initiative, in each case without any direct or indirect solicitation by Seller or Parent; (ii) call upon, solicit or communicate with any Restricted Person for the Seller agrees thatpurpose or with the intent of enticing, for or in a period manner reasonably likely to entice, such Restricted Person away from Buyer; or (iii) call upon, solicit or communicate with any Person who is, as of 12 months the Closing Date, who becomes at any time after the Closing Date, the Seller and its Affiliates shall notor who has been, within North America two (the “Territory”): (A2) Participate or engage in any business performing Data Center Services, whether directly or indirectly, as an director, officer, owner, member, stockholder, partner, proprietor, joint venturer, employee, consultant, independent contractor, agent or otherwise; (B) Solicit (directly or indirectly, for its own account, or for the account of others) orders for services or products of a kind or nature like or similar years prior to the Data Center Services performed by the Business, or products sold by the Business, from any party that was a client or customer of the Business, or which the Business was soliciting to be its client or customer, during the twelve (12) month period preceding the Closing Date; (C) Hire, a customer of Seller or solicit for employment, any individual who within the twelve (12) month period prior to such employment or solicitation, was an employee of the Buyer or any of their respective Affiliates for the Business, purpose of soliciting or induce selling services in direct or attempt to induce any employee of the Buyer or the Business to terminate his or her employment indirect competition with the Buyer or the Business, provided that with respect to T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇, the restriction in this Section 9(c)(i)(C) will apply for a period of two years after the Closing Date; (D) Urge any client or customer, or potential client or customer, of the Buyer or the Business to discontinue business, in whole or in part, or not to do business, with the Buyer or the Business. (ii) The Seller expressly acknowledges and agrees (A) that the restrictions set forth herein are reasonable, in terms of scope, duration, geographic area, and otherwise, (B) that the protections afforded to the Buyer hereunder are necessary to protect its legitimate business interests, and (C) that the agreement to observe such restrictions form a material part of the consideration for this Agreement. If any restriction set forth in this Section 9(c) is held by a court of competent jurisdiction to be unreasonable, unlawful or unenforceable with respect to one or more geographic areas, lines of business and/or months of duration, then the Seller agrees, and hereby submits, to the reduction and limitation of such restriction, and the Parties hereto do hereby expressly authorize any court of competent jurisdiction to enforce any such provision or portion thereof or to modify any such provision or portion thereof in order that any such provision or portion thereof shall be enforced by such court to the fullest extent permitted by Applicable Laws. Notwithstanding any of the foregoing, if any Applicable Law shall reduce the time period during which the Seller shall be prohibited from engaging in any competitive activity described in this Section 9(c), the period of time for which the Seller shall be prohibited from engaging in competitive activities pursuant to this Section 9(c) shall be the maximum time permitted by such Applicable Law. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Section 9(c) were not performed in accordance with their specific terms. Because the amount of damages that might be sustained by the Buyer resulting from or arising out of a breach of any provision of this Section 9(c) are uncertain and not ascertainable at this time, in the event of a breach or violation of the terms or conditions of this Section 9(c), the Buyer shall be entitled to damages in the amount of fifty percent (50%) of the Gross Margin received by the Seller or its Affiliates resulting from the breach or violation of this Section 9(c), provided that the maximum aggregate amount payable pursuant to this Section 9(c)(ii) shall be equal to the Purchase Price. (iii) Notwithstanding anything set forth in Section 9(c)(i) above, the Buyer acknowledges and agrees that: (A) the Seller or its Affiliates may, in the Territory, solicit orders for Data Center Services and products related thereto from, and provide Data Center Services and products related thereto to, those specific customers identified on Schedule 9(c)(iii); (B) the Seller or its Affiliates may provide Configuration Services and Fulfillment Services; and (C) pursuant to the Transition Services Agreement, T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be permitted to provide certain consulting services to the Seller from and after the Closing Date; provided, however, that except with respect to the first customer specifically identified on Schedule 9(c)(iii), the Seller shall not (1) use the Navio software in the Territory during the period specified in the Navio License Agreement; or (2) engage T▇▇▇▇▇ ▇▇▇▇▇ or M▇▇▇▇▇▇ ▇▇▇▇▇▇ to provide consulting services in the Territory in connection with the activities described in Sections 9(c)(iii)(A) and (B) above.

Non-Competition and Non-Solicitation. (a) Employee acknowledges and agrees with the Company that his services to the Company are unique in nature and that the Company would be irreparably damaged if Employee were to provide similar services to any person or entity competing with the Company or engaged in a similar business. Employee accordingly covenants and agrees with the Company that during the period commencing with the date of this Agreement and ending on the later to occur of: (i) Subject to April 30, 2002 and (ii) (A) the exceptions set forth second anniversary of the date of the termination of Employee’s employment with the Company if such termination arises as a result of voluntary termination or retirement by Employee or termination by the Company for “Cause”, or (B) the first anniversary of the date of termination of Employee’s employment with the Company if such termination arises for any reason other than as provided in Section 9(c)(iiithe preceding subparagraph 5(a) (ii) (A), the Seller agrees that, for a period of 12 months after the Closing Date, the Seller and its Affiliates . Employee shall not, within North America (the “Territory”): (A) Participate or engage in any business performing Data Center Services, whether directly or indirectly, either for himself or for any other individual, corporation, partnership, joint venture of other entity, participate in any business (including without limitation any division, group or franchise of a larger organization) which engages or which proposes to engage in the business of providing diving services in the Gulf of Mexico or any other business actively engaged in by the Company on the date of termination of Employee’s employment in the area or areas where the Company is conducting such business; provided that until such time as the Company waives in writing any rights it may have to enforce the terms of this Section 5 (the “Waiver), during the period commencing on the date of the termination of Employee’s employment with the Company and ending on the date on which either the noncompetition provisions contained in this Section 5 terminate or the Waiver is delivered to Employee, whichever is earlier, the Company will pay to Employee either the amounts due under Section 7(d), if appropriate, or an directoramount equal to Employee’s base salary as of the date his employment was terminated (which will be paid over time in accordance with the salary payment schedule in effect from time to time for senior executives of the Company) and during such time period Employee shall be entitled to all insurance benefits received by other senior executives of the Company. For purposes of this Agreement, officerthe term ''participate in” shall include without limitation having any direct or indirect interest in any corporation, partnership, joint venture or other entity, whether as a sole proprietor, owner, member, stockholder, partner, proprietor, joint venturer, creditor or otherwise, or rendering any direct or indirect service or assistance to any individual, corporation, partnership, joint venture and other business entity (whether as a director, officer, manager, supervisor, employee, consultantagent, independent contractor, agent consultant or otherwise;) but not ownership of 2% or less of the capital stock of a public company. (b) Employee covenants and agrees with the Company that during the period commencing with the date of this Agreement and ending on the later to occur of (i) April 30, 2003 and (ii) (A) the second anniversary of the date of termination of Employee’s employment with the Company if such termination arises as a result of voluntary termination by the Company or for “Cause”, or (B) Solicit the date which is 18 months following the termination of Employee’s employment with the Company if such termination arises for any reason other than as provided in the preceding subparagraph 5(b) (ii) (A) above, Employee shall not, directly or indirectly, for its own account, himself or for the account any other individual, corporation, partnership, joint venture or other entity, (x) make any offer of others) orders for services or products of a kind or nature like or similar to the Data Center Services performed by the Business, or products sold by the Business, from any party that was a client or customer of the Business, or which the Business was soliciting to be its client or customer, during the twelve (12) month period preceding the Closing Date; (C) Hire, or solicit for employment, solicit or hire any individual who within the twelve (12) month period prior to such employment or solicitationsupervisor, was an employee of the Buyer Company or the Business, its affiliates or induce or attempt to induce any employee of the Buyer Company or the Business its affiliates to terminate his leave their employ or her employment in any way interfere with the Buyer relationship between the Company or the Businessits affiliates and any of their employees or (y) induce or attempt to induce any supplier, provided that with respect to T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇licensee, the restriction in this Section 9(c)(i)(C) will apply for a period of two years after the Closing Date; (D) Urge any client or customerlicensor, franchisee, or potential client or customer, other business relation of the Buyer Company or the Business its affiliates to discontinue business, in whole cease doing business with them or in part, or not to do business, any way interfere with the Buyer or relationship between the Business. (ii) The Seller expressly acknowledges and agrees (A) that the restrictions set forth herein are reasonable, in terms of scope, duration, geographic area, and otherwise, (B) that the protections afforded to the Buyer hereunder are necessary to protect its legitimate business interests, and (C) that the agreement to observe such restrictions form a material part of the consideration for this Agreement. If any restriction set forth in this Section 9(c) is held by a court of competent jurisdiction to be unreasonable, unlawful or unenforceable with respect to one or more geographic areas, lines of business and/or months of duration, then the Seller agrees, and hereby submits, to the reduction and limitation of such restriction, and the Parties hereto do hereby expressly authorize any court of competent jurisdiction to enforce any such provision or portion thereof or to modify any such provision or portion thereof in order that any such provision or portion thereof shall be enforced by such court to the fullest extent permitted by Applicable Laws. Notwithstanding any of the foregoing, if any Applicable Law shall reduce the time period during which the Seller shall be prohibited from engaging in any competitive activity described in this Section 9(c), the period of time for which the Seller shall be prohibited from engaging in competitive activities pursuant to this Section 9(c) shall be the maximum time permitted by such Applicable Law. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Section 9(c) were not performed in accordance with their specific terms. Because the amount of damages that might be sustained by the Buyer resulting from or arising out of a breach of any provision of this Section 9(c) are uncertain and not ascertainable at this time, in the event of a breach or violation of the terms or conditions of this Section 9(c), the Buyer shall be entitled to damages in the amount of fifty percent (50%) of the Gross Margin received by the Seller Company or its Affiliates resulting from the breach affiliates and any customer or violation of this Section 9(c), provided that the maximum aggregate amount payable pursuant to this Section 9(c)(ii) shall be equal to the Purchase Pricebusiness relation. (iii) Notwithstanding anything set forth in Section 9(c)(i) above, the Buyer acknowledges and agrees that: (A) the Seller or its Affiliates may, in the Territory, solicit orders for Data Center Services and products related thereto from, and provide Data Center Services and products related thereto to, those specific customers identified on Schedule 9(c)(iii); (B) the Seller or its Affiliates may provide Configuration Services and Fulfillment Services; and (C) pursuant to the Transition Services Agreement, T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be permitted to provide certain consulting services to the Seller from and after the Closing Date; provided, however, that except with respect to the first customer specifically identified on Schedule 9(c)(iii), the Seller shall not (1) use the Navio software in the Territory during the period specified in the Navio License Agreement; or (2) engage T▇▇▇▇▇ ▇▇▇▇▇ or M▇▇▇▇▇▇ ▇▇▇▇▇▇ to provide consulting services in the Territory in connection with the activities described in Sections 9(c)(iii)(A) and (B) above.

Non-Competition and Non-Solicitation. (a) From the date hereof until the Closing Date, Purchaser and its Affiliates shall not, directly or indirectly, solicit for employment (other than as expressly permitted by this Agreement) or hire (i) Subject to any Banking Center Employees and Wealth Management Employees who are not hourly wage (non-exempt) employees or (ii) any employees of Seller or its Affiliates who are or will be engaged in the exceptions set forth preparation for or implementation of any Conversion or the transfer of any of the Purchased Assets or Assumed Liabilities, or who are or will be otherwise involved in Section 9(c)(iiiproviding services under the Transition Services Agreement. For purposes of monitoring (i) and (ii), all individuals described in (i) and (ii) are identified on a Schedule 7.9(b) to be delivered to Purchaser within thirty (30) calendar days of the date hereof and which may be updated from time to time by Seller. (b) During the period beginning on the Closing Date and ending on the first (1st) anniversary of the Closing Date: (1) Purchaser and its Affiliates shall not, directly or indirectly, solicit for employment or hire any Retained Employee; provided that this Section 7.9(b)(1) shall not prohibit Purchaser or any of its Affiliates from (i) engaging in solicitation by means of a general purpose advertisement not specifically targeted at the Retained Employees or hiring any Retained Employee as a result of such general purpose advertisement or (ii) hiring any Retained Employee who was terminated by Seller agrees that, for a period of 12 months after the Closing Date, the ; and (2) Seller and its Affiliates shall not, within North America (the “Territory”): (A) Participate or engage in any business performing Data Center Services, whether directly or indirectly, solicit for employment or hire any Transferred Business Employee or employee of Purchaser; provided that this Section 7.9(b)(2) shall not prohibit Seller from (i) engaging in solicitation by means of a general purpose advertisement not specifically targeted at the Transferred Business Employees or hiring any Transferred Business Employee as an director, officer, owner, member, stockholder, partner, proprietor, joint venturer, employee, consultant, independent contractor, agent a result of such general purpose advertisement or otherwise;(ii) hiring any Transferred Business Employee who was terminated by Purchaser or any of its Affiliates after the Closing Date. (Bc) Solicit During the period beginning on the date hereof and ending on the first (1st) anniversary of the Closing Date, Purchaser and its Affiliates shall not, directly or indirectly, for (i) use any information regarding the Retained Businesses in their possession as a result of the transactions contemplated by this Agreement, including as part of the books and records that are Purchased Assets, to solicit or engage in other efforts directed to or targeted at any customer or customers of the Retained Businesses with respect to providing Banking Related Services similar to those of the Retained Businesses or (ii) use such information to take any other actions that are designed to induce any customer of the Retained Businesses to transfer any portion of such customer’s Relationships with respect to the Retained Businesses to a similar business of Purchaser or its own accountAffiliates; provided that nothing in this Section 7.9(c) shall be construed as limiting the ability of Purchaser to (x) respond to unsolicited requests by customers of the Retained Businesses; (y) service customers of the Retained Businesses who also, as of the date hereof, are customers of Purchaser or for the account of othersits Affiliates; or (z) orders for services offer or products of a kind or nature like or continue to offer Banking Related Services that are similar to the Data Center Services performed by the Business, or products sold by the Business, from any party that was a client or customer of the Business, or which the Business was soliciting to be its client or customer, during the twelve (12) month period preceding the Closing Date; (C) Hire, or solicit for employment, any individual who within the twelve (12) month period prior to such employment or solicitation, was an employee of the Buyer or the Business, or induce or attempt to induce any employee of the Buyer or the Business to terminate his or her employment with the Buyer or the Business, provided that with respect to T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇, the restriction in this Section 9(c)(i)(C) will apply for a period of two years after the Closing Date; (D) Urge any client or customer, or potential client or customer, of the Buyer or the Business to discontinue business, in whole or in part, or not to do business, with the Buyer or the BusinessRetained Businesses. (iid) The Seller expressly acknowledges During the period beginning on the date hereof and agrees ending on the second (A2nd) that the restrictions set forth herein are reasonable, in terms of scope, duration, geographic area, and otherwise, (B) that the protections afforded to the Buyer hereunder are necessary to protect its legitimate business interests, and (C) that the agreement to observe such restrictions form a material part anniversary of the consideration Closing Date (the “Non-Competition Period”), neither Seller nor any of its Subsidiaries (collectively, for this Agreement. If any restriction set forth in purposes of this Section 9(c) is held by a court of competent jurisdiction to be unreasonable, unlawful or unenforceable with respect to one or more geographic areas, lines of business and/or months of duration, then the Seller agrees, and hereby submits, to the reduction and limitation of such restriction, and the Parties hereto do hereby expressly authorize any court of competent jurisdiction to enforce any such provision or portion thereof or to modify any such provision or portion thereof in order that any such provision or portion thereof shall be enforced by such court to the fullest extent permitted by Applicable Laws. Notwithstanding any of the foregoing, if any Applicable Law shall reduce the time period during which the Seller shall be prohibited from engaging in any competitive activity described in this Section 9(c7.9(d), the period of time for which the Seller shall be prohibited from engaging in competitive activities pursuant to this Section 9(c“Restricted Entities”) shall be the maximum time permitted by such Applicable Law. The Parties agree that irreparable damage would occur establish new banking branches, ATMs or loan production offices in the event Designated Footprint (it being understood that expansion at any of the provisions of this Section 9(c) were not performed in accordance with their specific terms. Because the amount of damages that might be sustained by the Buyer resulting from or arising out of a breach of any provision of this Section 9(c) are uncertain and not ascertainable at this time, existing banking branch in the event of a breach or violation of the terms or conditions of this Section 9(cDesignated Footprint shall not be limited), the Buyer shall be entitled to damages in the amount of fifty percent (50%) of the Gross Margin received by the Seller or its Affiliates resulting from the breach or violation of this Section 9(c), provided that the maximum aggregate amount payable pursuant to this Section 9(c)(ii) shall be equal to the Purchase Price. (iii) Notwithstanding anything set forth in Section 9(c)(i) above, the Buyer acknowledges and agrees that: (A) the Seller or its Affiliates may, in the Territory, solicit orders for Data Center Services and products related thereto from, and provide Data Center Services and products related thereto to, those specific customers identified on Schedule 9(c)(iii); (B) the Seller or its Affiliates may provide Configuration Services and Fulfillment Services; and (C) pursuant to the Transition Services Agreement, T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be permitted to provide certain consulting services to the Seller from and after the Closing Date; provided, however, that except the foregoing shall not restrict any of the Restricted Entities from (i) making any acquisition (through merger, stock purchase or purchase of all or substantially all of another banking institution’s assets) of any then existing banking branches, ATMs or loan production offices from another banking institution located within the Designated Footprint provided that the value of the newly acquired banking branches, ATMs or loan production offices within the Designated Footprint would not constitute more than forty percent (40%) of such acquired entity’s consolidated total revenues in the last completed fiscal quarter immediately preceding the consummation of the purchase transaction or (ii) acquiring branches under the Purchase and Assumption Agreement dated July 30, 2011, as amended from time to time, with HSBC Bank USA, National Association and Affiliates thereof. During the Non-Competition Period, Seller and its Subsidiaries shall not: (I) (a) solicit, or engage in other efforts targeted at, customers of the Transferred Business with respect to providing Banking Related Services similar to those of the Transferred Business; or (b) take any other actions that are designed to induce any customer of the Transferred Business to transfer such customer’s Relationships with Purchaser with respect to the first customer specifically identified on Schedule 9(c)(iii), Transferred Business to a similar business of Seller or its Affiliates; provided that nothing in this Section 7.9(d) shall be construed as limiting the ability of Seller shall not to (1x) use respond to unsolicited requests by customers of the Navio software in the Territory during the period specified in the Navio License AgreementTransferred Business; or (2y) engage T▇▇▇▇▇ ▇▇▇▇▇ offer or M▇▇▇▇▇▇ ▇▇▇▇▇▇ continue to offer Banking Related Services that are similar to the Transferred Business except to the extent otherwise restricted in the foregoing provisions of this Section 7.9, or (II) advertise or market Banking Related Services that are similar to the Transferred Business through advertisements or marketing efforts within the Designated Footprint that are primarily targeting the customers of the Transferred Business; provided that nothing in this Section 7.9(d) shall be construed as limiting the ability of Seller to conduct newspaper, radio, television, Internet and other advertisements, marketing efforts and solicitations that do not primarily target the customers of the Transferred Business so long as such marketing efforts or solicitations are not included in any newspaper or periodical having more than half of its circulation in the Designated Footprint or broadcast by any television or radio station physically located in the Designated Footprint (except that the limitations in the foregoing provision as to circulation in respect of newspapers and periodicals and physical location in respect of television or radio station shall not apply to restrict Seller in Watertown, New York). (e) Each of Purchaser and Seller understands and acknowledges that (i) it would be difficult to calculate damages to Seller or Purchaser, as applicable, from any breach of the obligations of Purchaser or Seller, as applicable, under this Section 7.9, (ii) injury to Purchaser or Seller, as applicable, from any such breach would be irreparable and impossible to measure and (iii) the remedy at law for any breach or threatened breach of this Section 7.9 would therefore be an inadequate remedy and, accordingly, Purchaser and Seller shall, in addition to all other available remedies (including, without limitation, seeking such damages as either can show it has sustained by reason of such breach and/or the exercise of all other rights either has under this Agreement), be entitled to seek injunctive relief, specific performance and other equitable remedies without the necessity of showing actual damages or posting bond. (f) Purchaser and Seller understand and acknowledge that the restrictive covenants and other agreements contained in this Section 7.9 are an essential part of this Agreement and the transactions contemplated hereby and thereby. It is the intention of the parties that, if any of the restrictions or covenants contained herein are held to cover a geographic area or to be for a length of time that is not permitted by Applicable Law, or is in way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent that such provision would then be valid or enforceable under Applicable Law, such provision shall be construed and interpreted or reformed to provide consulting services in for a restriction or covenant having the Territory in connection with maximum enforceable geographic area, time period and other provisions as shall be valid and enforceable under Applicable Law. (g) For the activities described in Sections 9(c)(iii)(A) and (B) aboveavoidance of doubt, none of the restrictions imposed by applicable subsections of this Section 7.9 shall apply to any Person that is an Affiliate of a party to this Agreement if such Person ceases to be an Affiliate of such party.

Non-Competition and Non-Solicitation. (i) Subject to Section 2.1 During the exceptions set forth period in Section 9(c)(iii), which the Seller agrees that, Recipient is an Eligible Recipient and for a period of 12 months after the Closing Date, the Seller and its Affiliates shall not, within North America one (the “Territory”): (A1) Participate or engage in any business performing Data Center Services, whether directly or indirectly, as an director, officer, owner, member, stockholder, partner, proprietor, joint venturer, employee, consultant, independent contractor, agent or otherwise; (B) Solicit (directly or indirectly, for its own account, or for the account of others) orders for services or products of a kind or nature like or similar to the Data Center Services performed by the Business, or products sold by the Business, from any party that was a client or customer of the Business, or which the Business was soliciting to be its client or customer, during the twelve (12) month period preceding the Closing Date; (C) Hire, or solicit for employment, any individual who within the twelve (12) month period prior to such employment or solicitation, was an employee of the Buyer or the Business, or induce or attempt to induce any employee of the Buyer or the Business to terminate his or her employment with the Buyer or the Business, provided that year with respect to T▇▇▇▇▇ ▇▇▇▇▇ paragraph (a) below, and M▇▇▇▇▇▇ ▇▇▇▇▇▇, the restriction in this Section 9(c)(i)(C) will apply for a period of two (2) years after with respect to paragraphs (b) and (c) below, from the Closing Date;date on which the Recipient ceases to be an Eligible Recipient, the Recipient will not directly or indirectly: (Da) Urge any client or customeras an individual proprietor, partner, stockholder, officer, employee, director, independent consultant, joint venturer, investor, lender, or potential client or customer, in any other capacity whatsoever (other than as the holder of not more than five percent (5%) of the Buyer or total outstanding stock of a publicly held company), engage in the Business to discontinue business, business of television broadcasting (including the production of programming for television) in whole Russia or in partany other country in which the Group then has material operations; or (b) recruit, solicit or induce, or not attempt to do businessinduce, any employee or employees of the Group who were employees of the Group at any time during the six (6) months up to and including the date of the Recipient’s determination to terminate their employment with, or otherwise cease their relationship with, the Group; or (c) solicit, divert or take away, or attempt to divert or to take away, the business or patronage of any of the current or prospective business partners with whom the Buyer Recipient had significant business discussions and/or negotiations (as evidenced by written correspondence and/or email communications) while an Eligible Recipient and as a result of the Recipient being an employee, officer or director of, or consultant or advisor to, any member of the BusinessGroup. (ii) The Seller expressly acknowledges and agrees (A) that the restrictions set forth herein are reasonable, in terms of scope, duration, geographic area, and otherwise, (B) that the protections afforded to the Buyer hereunder are necessary to protect its legitimate business interests, and (C) that the agreement to observe such restrictions form a material part of the consideration for this Agreement. Section 2.2 If any restriction set forth in this Section 9(c) Article II is held found by a any court of competent jurisdiction to be unreasonable, unlawful or unenforceable with respect to one or more geographic areas, lines of business and/or months of duration, then the Seller agrees, and hereby submits, to the reduction and limitation of such restriction, and the Parties hereto do hereby expressly authorize any court of competent jurisdiction to enforce any such provision or portion thereof or to modify any such provision or portion thereof in order that any such provision or portion thereof shall be enforced by such court to the fullest extent permitted by Applicable Laws. Notwithstanding any of the foregoing, if any Applicable Law shall reduce the time period during which the Seller shall be prohibited from engaging in any competitive activity described in this Section 9(c), the because it extends for too long a period of time for which the Seller or over too great a range of activities or in too broad a geographic area, it shall be prohibited from engaging in competitive activities pursuant interpreted to this Section 9(c) shall be extend only over the maximum time permitted period of time, range of activities or geographic area as to which it may be enforceable. Section 2.3 The Recipient acknowledges and agrees that the restrictions contained in this Article II are necessary for the protection of the business and goodwill of the Group and are considered by the Recipient to be reasonable for such Applicable Lawpurpose. The Parties agree that irreparable damage would occur in the event Recipient agrees that any of the provisions breach of this Section 9(c) were not performed in accordance with their specific terms. Because Article II will cause the amount of damages that might be sustained by the Buyer resulting from or arising out of a breach of any provision of this Section 9(c) are uncertain Group substantial and not ascertainable at this timeirrevocable damage and therefore, in the event of a breach or violation of any such breach, in addition to such other remedies which may be available, the terms or conditions Group shall have the right to seek specific performance and injunctive relief. Section 2.4 The provisions of this Section 9(c), Article II shall survive the Buyer shall Recipient ceasing to be entitled to damages in the amount of fifty percent (50%) of the Gross Margin received by the Seller or its Affiliates resulting from the breach or violation of this Section 9(c), provided that the maximum aggregate amount payable pursuant to this Section 9(c)(ii) shall be equal to the Purchase Pricean Eligible Recipient for any reason. (iii) Notwithstanding anything set forth in Section 9(c)(i) above, the Buyer acknowledges and agrees that: (A) the Seller or its Affiliates may, in the Territory, solicit orders for Data Center Services and products related thereto from, and provide Data Center Services and products related thereto to, those specific customers identified on Schedule 9(c)(iii); (B) the Seller or its Affiliates may provide Configuration Services and Fulfillment Services; and (C) pursuant to the Transition Services Agreement, T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be permitted to provide certain consulting services to the Seller from and after the Closing Date; provided, however, that except with respect to the first customer specifically identified on Schedule 9(c)(iii), the Seller shall not (1) use the Navio software in the Territory during the period specified in the Navio License Agreement; or (2) engage T▇▇▇▇▇ ▇▇▇▇▇ or M▇▇▇▇▇▇ ▇▇▇▇▇▇ to provide consulting services in the Territory in connection with the activities described in Sections 9(c)(iii)(A) and (B) above.

Non-Competition and Non-Solicitation. (ia) Subject to The Provider agrees that during the exceptions set forth in Section 9(c)(iii), the Seller agrees that, period of this Agreement and for a period of 12 twelve (12) months after from the Closing Datelast payment of compensation to the Provider by the Company, the Seller Provider and its Affiliates the Executive shall not, within North America (the “Territory”): (A) Participate or not engage in or participate in any business performing Data Center Servicesentity in the oil and gas industry that competes, whether directly or indirectly, as an director, officer, owner, member, stockholder, partner, proprietor, joint venturer, employee, consultant, independent contractor, agent or otherwise; (B) Solicit (directly or indirectly, for its own account, or for with the account of others) orders for services or products of a kind or nature like or similar to the Data Center Services performed by the Business, or products sold by the Business, from any party that was a client or customer businesses of the BusinessCompany or any affiliate in the Company, or which provided, however, that the Business was soliciting to Provider and Executive shall not be its client or customer, during precluded from competing with the twelve (12) month period preceding the Closing Date; (C) Hire, or solicit for employment, any individual who within the twelve (12) month period prior to such employment or solicitation, was an employee business of the Buyer or the Business, or induce or attempt to induce any employee of the Buyer or the Business to terminate his or her employment with the Buyer or the Business, provided that with respect to T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇, the restriction in this Section 9(c)(i)(C) will apply for a period of two years after the Closing Date; (D) Urge any client or customer, or potential client or customer, of the Buyer or the Business to discontinue business, in whole or in part, or not to do business, with the Buyer or the Business. (ii) The Seller expressly acknowledges and agrees (A) that the restrictions set forth herein are reasonable, in terms of scope, duration, geographic area, and otherwise, (B) that the protections afforded to the Buyer hereunder are necessary to protect its legitimate business interests, and (C) that the agreement to observe such restrictions form a material part of the consideration for this Agreement. If any restriction set forth in this Section 9(c) is held by a court of competent jurisdiction to be unreasonable, unlawful or unenforceable with respect to one or more geographic areas, lines of business and/or months of duration, then the Seller agrees, and hereby submits, to the reduction and limitation of such restriction, and the Parties hereto do hereby expressly authorize any court of competent jurisdiction to enforce any such provision or portion thereof or to modify any such provision or portion thereof in order that any such provision or portion thereof shall be enforced by such court to the fullest extent permitted by Applicable Laws. Notwithstanding any of the foregoing, if any Applicable Law shall reduce the time period during which the Seller shall be prohibited from engaging in any competitive activity described in this Section 9(c), the period of time for which the Seller shall be prohibited from engaging in competitive activities pursuant to this Section 9(c) shall be the maximum time permitted by such Applicable Law. The Parties agree that irreparable damage would occur Company in the event that any of a termination of this Agreement as a result of a material breach by the Company of the provisions of this Section 9(c) were not performed Agreement, or in accordance with their specific terms. Because the amount of damages event that might this Agreement is terminated or deemed to be sustained terminated by the Buyer resulting from Company without cause (including without limitation, pursuant to paragraph 6 hereof). In particular, the Provider and the Executive agree that for as long as this non-compete provision is in effect their services in connection with the possibility of entering into a contract with Genel Enerji A.^. in connection with the Taq Taq oil field in Iraq (the “Genel Deal”) will be offered exclusively to the Company and that neither the Provider nor the Executive shall pursue the Genel Deal with anyone other than the Company or arising out assist anyone other than the Company to pursue the Genel Deal. b) Notwithstanding anything to the contrary contained herein the Provider and Executive may, without being deemed to compete, directly or indirectly, with the businesses of a breach the Company or any affiliate in the Company, own not more than five percent (5%) of any provision class of this Section 9(cthe outstanding securities of any corporation listed on a securities exchange or traded in any over-the-counter market. c) are uncertain The Provider and Executive agree that for a period of twelve (12) months following the termination hereof for any reason whatsoever, the Provider and Executive will not, whether as principal, agent, consultant, employee, employer, director, officer, shareholder or in any other individual or representative capacity, solicit or attempt to retain in any way whatsoever any of the employees of the Company or of any affiliates in the Company, provided however, that the Provider and Executive shall not ascertainable at this time, be precluded from soliciting or retaining employees of the Company in the event of a breach or violation of the terms or conditions termination of this Section 9(c), the Buyer shall be entitled to damages in the amount Agreement as a result of fifty percent (50%) of the Gross Margin received a material breach by the Seller or its Affiliates resulting from the breach or violation Company of this Section 9(c), provided that the maximum aggregate amount payable pursuant to this Section 9(c)(ii) shall be equal to the Purchase Price. (iii) Notwithstanding anything set forth in Section 9(c)(i) above, the Buyer acknowledges and agrees that: (A) the Seller or its Affiliates may, in the Territory, solicit orders for Data Center Services and products related thereto from, and provide Data Center Services and products related thereto to, those specific customers identified on Schedule 9(c)(iii); (B) the Seller or its Affiliates may provide Configuration Services and Fulfillment Services; and (C) pursuant to the Transition Services Agreement, T▇▇▇▇▇ ▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be permitted to provide certain consulting services to the Seller from and after the Closing Date; provided, however, that except with respect to the first customer specifically identified on Schedule 9(c)(iii), the Seller shall not (1) use the Navio software in the Territory during the period specified in the Navio License Agreement; or (2) engage T▇▇▇▇▇ ▇▇▇▇▇ or M▇▇▇▇▇▇ ▇▇▇▇▇▇ to provide consulting services in the Territory in connection with the activities described in Sections 9(c)(iii)(A) and (B) above.the